Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Entity Registrant Name | JD.com, Inc. |
Entity Central Index Key | 1,549,802 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Class A ordinary shares | |
Entity Common Stock, Shares Outstanding | 2,407,382,890 |
Class B ordinary shares | |
Entity Common Stock, Shares Outstanding | 461,362,309 |
Consolidated Balance Sheets
Consolidated Balance Sheets ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Current assets | |||
Cash and cash equivalents | $ 3,948,224 | ¥ 25,688,327 | ¥ 15,567,036 |
Restricted cash | 631,728 | 4,110,210 | 2,293,640 |
Short-term investments | 1,319,929 | 8,587,852 | 6,548,001 |
Accounts receivable, net | 2,514,355 | 16,359,147 | 16,141,007 |
Advance to suppliers | 60,645 | 394,574 | 257,117 |
Inventories, net | 6,409,231 | 41,700,379 | 28,909,425 |
Loan receivables, net | 788,881 | 5,132,698 | 4,016,323 |
Prepayments and other current assets | 347,185 | 2,258,904 | 1,970,780 |
Amount due from related parties | 1,659,401 | 10,796,561 | 9,074,275 |
Assets held for sale | 22,154,494 | ||
Total current assets | 17,679,579 | 115,028,652 | 106,932,098 |
Non-current assets | |||
Property, equipment and software, net | 1,932,616 | 12,574,178 | 7,023,409 |
Construction in progress | 491,296 | 3,196,516 | 1,992,123 |
Intangible assets, net | 1,028,652 | 6,692,717 | 8,310,657 |
Land use rights, net | 1,083,690 | 7,050,809 | 2,447,511 |
Goodwill | 1,022,174 | 6,650,570 | 6,527,019 |
Investment in equity investees | 2,851,286 | 18,551,319 | 14,628,786 |
Investment securities | 1,541,247 | 10,027,813 | 1,059,632 |
Deferred tax assets | 24,323 | 158,250 | |
Other non-current assets | 342,428 | 2,227,942 | 2,223,672 |
Amount due from related parties | 291,441 | 1,896,200 | 1,896,200 |
Assets held for sale | 7,332,411 | ||
Total non-current assets | 10,609,153 | 69,026,314 | 53,441,420 |
Total assets | 28,288,732 | 184,054,966 | 160,373,518 |
Current liabilities (including amounts of the consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries of RMB2,165,164 and RMB7,577,086 as of December 31, 2016 and 2017 respectively. Note 1) | |||
Short-term borrowings | 30,739 | 200,000 | 1,878,286 |
Nonrecourse securitization debt | 1,949,631 | 12,684,881 | 9,231,101 |
Accounts payable | 11,425,497 | 74,337,708 | 46,035,884 |
Advance from customers | 2,091,096 | 13,605,298 | 11,466,334 |
Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB813,525 as of December 31, 2016 and 2017, respectively) | 244,737 | 1,592,332 | 1,138,426 |
Taxes payable | 101,167 | 658,220 | 565,288 |
Amount due to related parties | 8,352 | 54,342 | 154,924 |
Accrued expenses and other current liabilities | 2,323,570 | 15,117,840 | 10,512,590 |
Liabilities held for sale | 23,757,402 | ||
Total current liabilities | 18,174,789 | 118,250,621 | 104,740,235 |
Non-current liabilities | |||
Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB2,087,137 and RMB1,273,545 as of December 31, 2016 and 2017, respectively) | 195,740 | 1,273,545 | 2,104,461 |
Nonrecourse securitization debt | 687,831 | 4,475,238 | 2,318,389 |
Unsecured senior notes | 990,941 | 6,447,357 | 6,831,012 |
Deferred tax liabilities | 135,599 | 882,248 | 907,356 |
Other non-current liabilities | 51,835 | 337,254 | 440,670 |
Liabilities held for sale | 1,811,612 | ||
Total non-current liabilities | 2,061,946 | 13,415,642 | 14,413,500 |
Total liabilities | 20,236,735 | 131,666,263 | 119,153,735 |
Commitments and contingencies (Note 32) | |||
MEZZANINE EQUITY | |||
Redeemable non-controlling interests held for sale | 7,056,921 | ||
JD.com, Inc. shareholders' equity | |||
Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,467,134,904 Class A ordinary shares issued and 2,384,954,010 outstanding, 471,573,995 Class B ordinary shares issued and 451,490,387 outstanding as of December 31, 2016; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017.) | 58 | 377 | 377 |
Additional paid-in capital | 11,720,119 | 76,254,607 | 59,258,417 |
Statutory reserves | 97,746 | 635,966 | 132,938 |
Treasury stock | (685,122) | (4,457,608) | (5,181,880) |
Accumulated deficit | (3,417,397) | (22,234,609) | (21,860,345) |
Accumulated other comprehensive income | 283,123 | 1,842,081 | 1,543,393 |
Total JD.com, Inc. shareholders' equity | 7,998,527 | 52,040,814 | 33,892,900 |
Non-controlling interests | 53,470 | 347,889 | 269,962 |
Total shareholders' equity | 8,051,997 | 52,388,703 | 34,162,862 |
Total liabilities, mezzanine equity and shareholders' equity | $ 28,288,732 | ¥ 184,054,966 | ¥ 160,373,518 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2016CNY (¥)shares |
Current liabilities, consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries | ¥ 118,250,621 | ¥ 104,740,235 |
Deferred revenues - current | 1,592,332 | 1,138,426 |
Deferred revenues - non-current | ¥ 1,273,545 | ¥ 2,104,461 |
Ordinary shares, shares authorized (in shares) | 100,000,000,000 | 100,000,000,000 |
Traffic support, marketing and promotion services | ||
Deferred revenues - current | ¥ | ¥ 813,525 | ¥ 813,525 |
Deferred revenues - non-current | ¥ | ¥ 1,273,545 | ¥ 2,087,137 |
Class A ordinary shares | ||
Ordinary shares, shares issued (in shares) | 2,477,346,590 | 2,467,134,904 |
Ordinary shares, shares outstanding (in shares) | 2,406,652,132 | 2,384,954,010 |
Class B ordinary shares | ||
Ordinary shares, shares issued (in shares) | 461,362,309 | 471,573,995 |
Ordinary shares, shares outstanding (in shares) | 446,011,297 | 451,490,387 |
Consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries | ||
Current liabilities, consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries | ¥ | ¥ 7,577,086 | ¥ 2,165,164 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income/(Loss) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | |
Net revenues | ||||
Net product revenues (formerly known as online direct sales) | $ 51,000,478 | ¥ 331,824,410 | ¥ 237,943,632 | ¥ 167,936,020 |
Net service revenues (formerly known as services and others) | 4,688,893 | 30,507,344 | 20,346,315 | 13,106,280 |
Total net revenues | 55,689,371 | 362,331,754 | 258,289,947 | 181,042,300 |
Operating expenses | ||||
Cost of revenues | (47,879,260) | (311,516,831) | (222,934,637) | (158,960,400) |
Fulfillment | (3,975,397) | (25,865,128) | (18,559,691) | (12,367,030) |
Marketing | (2,292,871) | (14,918,107) | (10,158,686) | (7,232,717) |
Technology and content | (1,022,451) | (6,652,374) | (4,452,708) | (2,902,033) |
General and administrative | (647,801) | (4,214,790) | (3,435,878) | (2,187,890) |
Impairment of goodwill and intangible assets | ¥ | (2,750,129) | |||
Total operating expenses | (55,817,780) | (363,167,230) | (259,541,600) | (186,400,199) |
Loss from operations | (128,409) | (835,476) | (1,251,653) | (5,357,899) |
Other income/(expense) | ||||
Share of results of equity investees | (296,131) | (1,926,720) | (2,781,909) | (2,852,677) |
Interest income | 388,929 | 2,530,490 | 1,226,852 | 673,006 |
Interest expense | (148,124) | (963,742) | (618,567) | (72,595) |
Others, net | 202,328 | 1,316,408 | 1,543,376 | (145,807) |
Income/(loss) before tax | 18,593 | 120,960 | (1,881,901) | (7,755,972) |
Income tax benefits/(expenses) | (21,455) | (139,593) | (166,391) | 14,646 |
Net loss from continuing operations | (2,862) | (18,633) | (2,048,292) | (7,741,326) |
Net income/(loss) from discontinued operations, net of tax | 1,063 | 6,915 | (1,365,432) | (1,376,180) |
Net loss | (1,799) | (11,718) | (3,413,724) | (9,117,506) |
Net loss from continuing operations attributable to non-controlling interests shareholders | (20,819) | (135,452) | (47,848) | (9,566) |
Net loss from discontinued operations attributable to non-controlling interests shareholders | (773) | (5,030) | (3,743) | |
Net income from discontinued operations attributable to mezzanine classified non-controlling interests shareholders | 43,192 | 281,021 | 444,657 | |
Net loss attributable to ordinary shareholders | (23,399) | (152,257) | (3,806,790) | (9,107,940) |
Including: Net loss from discontinued operations attributable to ordinary shareholders | (41,356) | (269,076) | (1,806,346) | (1,376,180) |
Net income/(loss) from continuing operations attributable to ordinary shareholders | 17,957 | 116,819 | (2,000,444) | (7,731,760) |
Net loss | (1,799) | (11,718) | (3,413,724) | (9,117,506) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (126,347) | (822,052) | 943,616 | 954,787 |
Net change in unrealized gains/(losses) on available-for-sale securities: | ||||
Unrealized gains/(losses), nil of tax | 226,398 | 1,473,014 | (78,792) | (238,852) |
Reclassification adjustment for (gains)/losses recorded in net income, nil of tax | (54,144) | (352,274) | 123,743 | 216,230 |
Net unrealized gains/(losses) on available-for-sale securities | 172,254 | 1,120,740 | 44,951 | (22,622) |
Total other comprehensive income | 45,907 | 298,688 | 988,567 | 932,165 |
Total comprehensive income/(loss) | 44,108 | 286,970 | (2,425,157) | (8,185,341) |
Total comprehensive loss attributable to non-controlling interests shareholders | (21,592) | (140,482) | (51,591) | (8,352) |
Total comprehensive income attributable to mezzanine classified non-controlling interests shareholders | 43,192 | 281,021 | 444,657 | |
Total comprehensive income/(loss) attributable to ordinary shareholders | $ 22,508 | ¥ 146,431 | ¥ (2,818,223) | ¥ (8,176,989) |
Net income/(loss) per share-Basic | ||||
Continuing operations | (per share) | $ 0.01 | ¥ 0.04 | ¥ (0.71) | ¥ (2.83) |
Discontinued operations | (per share) | (0.01) | (0.09) | (0.64) | (0.50) |
Net loss per share - basic | (per share) | (0.01) | (0.05) | (1.36) | (3.33) |
Net income/(loss) per share-Diluted | ||||
Continuing operations | (per share) | 0.01 | 0.04 | (0.71) | (2.83) |
Discontinued operations | (per share) | (0.01) | (0.09) | (0.64) | (0.50) |
Net loss per share - diluted | (per share) | $ (0.01) | ¥ (0.05) | ¥ (1.36) | ¥ (3.33) |
Weighted average number of shares | ||||
Basic | shares | 2,844,826,014 | 2,844,826,014 | 2,804,767,889 | 2,735,034,034 |
Diluted | shares | 2,911,461,817 | 2,911,461,817 | 2,804,767,889 | 2,735,034,034 |
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | ¥ | ¥ (2,780,062) | ¥ (2,061,432) | ¥ (1,076,286) | |
Cost of revenues | ||||
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | $ (4,229) | (27,513) | (17,485) | (7,529) |
Fulfillment | ||||
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | (65,430) | (425,706) | (332,383) | (164,162) |
Marketing | ||||
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | (20,864) | (135,749) | (87,261) | (47,510) |
Technology and content | ||||
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | (103,071) | (670,612) | (470,234) | (208,898) |
General and administrative | ||||
Share-based compensation expenses included in: | ||||
Share-based compensation expenses | $ (233,694) | ¥ (1,520,482) | ¥ (1,154,069) | ¥ (648,187) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income/(Loss) (Parenthetical) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Operations and Comprehensive Income/(Loss) | |||
Unrealized gains/(losses), tax | ¥ 0 | ¥ 0 | ¥ 0 |
Reclassification adjustment for (gains)/losses recorded in net income, tax | ¥ 0 | ¥ 0 | ¥ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Cash flows from operating activities: | ||||
Net loss | $ (1,799) | ¥ (11,718) | ¥ (3,413,724) | ¥ (9,117,506) |
(Income)/loss from discontinued operation, net of income tax | (1,063) | (6,915) | 1,365,432 | 1,376,180 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 644,409 | 4,192,716 | 3,420,289 | 2,507,324 |
Share-based compensation | 427,288 | 2,780,062 | 2,061,432 | 1,076,286 |
Loss from disposal of property, equipment and software | 1,781 | 11,591 | 18,478 | 7,714 |
Deferred income tax | (33,969) | (221,010) | (34,782) | (42,584) |
Amortization of discounts and issuance costs of the unsecured senior notes | 2,064 | 13,426 | 8,622 | |
Impairment of goodwill and intangible assets | 2,750,129 | |||
Impairment of investments accounted for under cost method and available-for-sale securities | 21,490 | 139,823 | 542,946 | 611,108 |
Gain from business and investment disposals | (11,522) | (74,965) | (1,232,853) | (1,507) |
Share of results of equity investees | 296,131 | 1,926,720 | 2,781,909 | 2,852,677 |
Foreign exchange (gains)/losses | (32,812) | (213,482) | 143,125 | 56,992 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (83,917) | (545,991) | (8,703,383) | (5,664,769) |
Restricted cash | (312,844) | (2,035,454) | 526,646 | (1,084,678) |
Inventories | (1,965,531) | (12,788,337) | (8,372,953) | (8,345,617) |
Advance to suppliers | (21,127) | (137,457) | 341,817 | 242,964 |
Prepayments and other current assets | (50,419) | (328,041) | (472,714) | 295,669 |
Amount due from related parties | 377,624 | 2,456,933 | (1,496,349) | (1,342,747) |
Other non-current assets | (57,264) | (372,576) | 178,815 | (1,161,731) |
Accounts payable | 4,012,448 | 26,106,191 | 14,518,806 | 14,186,532 |
Advance from customers | 328,753 | 2,138,964 | 4,365,280 | 2,461,505 |
Deferred revenues | (57,489) | (374,042) | (725,788) | (456,896) |
Taxes payable | 14,283 | 92,932 | 445,585 | (91,251) |
Accrued expenses and other current liabilities | 710,697 | 4,624,014 | 3,710,000 | 1,851,928 |
Amount due to related parties | (10,201) | (66,370) | 16,907 | 69,946 |
Net cash provided by continuing operating activities | 4,197,011 | 27,307,014 | 9,993,543 | 3,037,668 |
Net cash used in discontinued operating activities | (382,051) | (2,485,741) | (1,226,526) | (1,341,346) |
Net cash provided by operating activities | 3,814,960 | 24,821,273 | 8,767,017 | 1,696,322 |
Cash flows from investing activities: | ||||
Purchase of short-term investments | (1,273,957) | (8,288,743) | (15,832,188) | (2,607,000) |
Maturity of short-term investments | 954,707 | 6,211,608 | 11,828,500 | 14,425,621 |
Purchases of investment securities | (1,202,569) | (7,824,277) | (50,000) | (1,139,386) |
Cash received from disposal of investment securities | 16,440 | |||
Prepayments and investments in equity investees | (954,135) | (6,207,880) | (7,146,498) | (6,871,616) |
Cash received from disposal of equity investment | 31,166 | 202,774 | 29,558 | |
Changes in restricted cash | 33,642 | 218,884 | (705,372) | |
Cash paid for loan originations | (3,747,090) | (24,379,691) | (14,003,737) | (3,453,390) |
Cash received from loan repayments | 3,538,011 | 23,019,358 | 11,093,692 | 2,236,558 |
Purchase of property, equipment and software | (506,322) | (3,294,286) | (2,140,802) | (2,550,641) |
Cash paid for construction in progress | (502,171) | (3,267,277) | (1,359,364) | (1,540,615) |
Purchase of intangible assets | (1,349) | (8,774) | (50,438) | (6,556) |
Purchase of land use rights | (735,524) | (4,785,538) | (678,328) | (925,758) |
Cash paid for business combination, net of cash acquired (Note 8) | (24,693) | (160,658) | (615,849) | (290,339) |
Loans (provided to)/settled by JD Finance | (951,061) | (6,187,891) | 1,856,144 | (5,085,864) |
Proceeds from JD Finance Reorganization (Note 6) | 2,002,237 | 13,027,155 | ||
Net cash used in continuing investing activities | (3,339,108) | (21,725,236) | (17,758,242) | (7,808,986) |
Net cash provided by/(used in) discontinued investing activities | (2,424,243) | (15,772,856) | (30,510,335) | 2,018,461 |
Net cash used in investing activities | (5,763,351) | (37,498,092) | (48,268,577) | (5,790,525) |
Cash flows from financing activities: | ||||
Repurchase of ordinary shares | (5,338,274) | |||
Purchase of capped call options | (2,007,100) | |||
Proceeds from settlement of capped call options | 113,352 | 737,501 | 1,463,218 | |
Proceeds from issuance of ordinary shares pursuant to stock plans | 20,864 | 135,745 | 82,396 | 75,713 |
Capital injection from non-controlling interest shareholders | 32,234 | 209,725 | 173,550 | 146,185 |
Proceeds from short-term borrowings | 107,587 | 700,000 | 3,029,576 | 4,021,004 |
Repayment of short-term borrowings | (362,247) | (2,356,888) | (3,491,500) | (3,576,171) |
Proceeds from unsecured senior notes, net of discount and debt issuance costs | 6,355,969 | |||
Proceeds from nonrecourse securitization debt | 2,536,004 | 16,500,000 | 9,302,000 | 3,168,000 |
Repayment of nonrecourse securitization debt | (1,673,666) | (10,889,371) | (920,510) | |
Proceeds from other financing activities | 22,079 | 143,653 | ||
Net cash provided by continuing financing activities | 796,207 | 5,180,365 | 8,649,325 | 3,834,731 |
Net cash provided by discontinued financing activities | 2,160,156 | 14,054,620 | 32,050,146 | 865,542 |
Net cash provided by financing activities | 2,956,363 | 19,234,985 | 40,699,471 | 4,700,273 |
Effect of exchange rate changes on cash and cash equivalents | (98,602) | (641,534) | 709,916 | 343,147 |
Net increase in cash and cash equivalents | 909,370 | 5,916,632 | 1,907,827 | 949,217 |
Cash and cash equivalents at beginning of year | 3,038,854 | 19,771,695 | 17,863,868 | 16,914,651 |
Cash and cash equivalents at end of year | 3,948,224 | 25,688,327 | 19,771,695 | 17,863,868 |
Less: Cash and cash equivalents of discontinued operations at end of year | 4,204,659 | 3,881,475 | ||
Cash and cash equivalents of continuing operations at end of year | 3,948,224 | 15,567,036 | 13,982,393 | |
Supplemental cash flow disclosures of continuing operations: | ||||
Cash paid for income taxes | (37,026) | (240,899) | (110,498) | (21,272) |
Cash paid for interest | $ (88,730) | ¥ (577,306) | (515,234) | (56,507) |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Equity investments obtained through commitment of future services and contribution of certain business | 2,164,050 | ¥ 3,821,272 | ||
Transaction with Walmart | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||
Issuance of ordinary shares in connection with Transactions, net | ¥ 9,592,258 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity ¥ in Thousands, $ in Thousands | Ordinary sharesCNY (¥)shares | Treasury stockCNY (¥)shares | Additional paid-in capitalCNY (¥) | Statutory reservesCNY (¥) | Accumulated other comprehensive lossCNY (¥) | Accumulated DeficitCNY (¥) | Non-controlling interestsCNY (¥) | USD ($) | CNY (¥) |
Balance at Dec. 31, 2014 | ¥ 358 | ¥ (4) | ¥ 47,131,172 | ¥ 15,009 | ¥ (376,125) | ¥ (9,272,343) | ¥ 37,498,067 | ||
Balance (in shares) at Dec. 31, 2014 | shares | 2,793,756,650 | (62,038,293) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Exercise of share-based awards | ¥ 1 | 68,009 | 68,010 | ||||||
Exercise of share-based awards (in shares) | shares | 2,694,404 | ||||||||
Share-based compensation and vesting of share-based awards | 1,193,945 | 1,193,945 | |||||||
Share-based compensation and vesting of share-based awards (in shares) | shares | 7,577,725 | ||||||||
Net loss | (9,107,940) | ¥ (9,566) | (9,117,506) | ||||||
Foreign currency translation adjustment | 953,573 | 1,214 | 954,787 | ||||||
Net change in unrealized gains/(losses) on available for sale securities | (22,622) | (22,622) | |||||||
Statutory reserves | 40,551 | (40,551) | |||||||
Capital injection from non-controlling interests shareholders | 146,185 | 146,185 | |||||||
Balance at Dec. 31, 2015 | ¥ 358 | ¥ (3) | 48,393,126 | 55,560 | 554,826 | (18,420,834) | 137,833 | 30,720,866 | |
Balance (in shares) at Dec. 31, 2015 | shares | 2,793,756,650 | (51,766,164) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of ordinary shares | ¥ 19 | 9,592,239 | 9,592,258 | ||||||
Issuance of ordinary shares (in shares) | shares | 144,952,250 | ||||||||
Accretion of redeemable non-controlling interests | (444,657) | (444,657) | |||||||
Exercise of share-based awards | ¥ 77,496 | (3,293) | 74,203 | ||||||
Exercise of share-based awards (in shares) | shares | 2,820,648 | ||||||||
Share-based compensation and vesting of share-based awards | ¥ 78,903 | 2,264,882 | 2,343,785 | ||||||
Share-based compensation and vesting of share-based awards (in shares) | shares | 8,812,582 | ||||||||
Repurchase of ordinary shares | ¥ (5,338,276) | (543,880) | (5,882,156) | ||||||
Repurchase of ordinary shares (in shares) | shares | (62,131,568) | ||||||||
Surrender of ordinary shares by certain shareholder | shares | (1) | ||||||||
Net loss | (3,362,133) | (51,591) | (3,413,724) | ||||||
Foreign currency translation adjustment | 943,616 | 943,616 | |||||||
Net change in unrealized gains/(losses) on available for sale securities | 44,951 | 44,951 | |||||||
Statutory reserves | 77,378 | (77,378) | |||||||
Capital injection from non-controlling interests shareholders | 183,720 | 183,720 | |||||||
Balance at Dec. 31, 2016 | ¥ 377 | ¥ (5,181,880) | 59,258,417 | 132,938 | 1,543,393 | (21,860,345) | 269,962 | 34,162,862 | |
Balance (in shares) at Dec. 31, 2016 | shares | 2,938,708,899 | (102,264,502) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Repurchase of ordinary shares | 737,501 | 737,501 | |||||||
Accretion of redeemable non-controlling interests | (281,021) | (281,021) | |||||||
Exercise of share-based awards | ¥ 259,583 | (114,556) | 145,027 | ||||||
Exercise of share-based awards (in shares) | shares | 4,116,816 | ||||||||
Share-based compensation and vesting of share-based awards | ¥ 464,689 | 2,460,785 | 2,925,474 | ||||||
Share-based compensation and vesting of share-based awards (in shares) | shares | 12,102,216 | ||||||||
Net loss | 128,764 | (140,482) | $ (1,799) | (11,718) | |||||
Foreign currency translation adjustment | (822,052) | (822,052) | |||||||
Net change in unrealized gains/(losses) on available for sale securities | 1,120,740 | 172,254 | 1,120,740 | ||||||
Statutory reserves | 503,028 | (503,028) | |||||||
Capital injection from non-controlling interests shareholders | 231,055 | 231,055 | |||||||
Gain from JD Finance reorganization | 14,193,481 | (12,646) | 14,180,835 | ||||||
Balance at Dec. 31, 2017 | ¥ 377 | ¥ (4,457,608) | ¥ 76,254,607 | ¥ 635,966 | ¥ 1,842,081 | ¥ (22,234,609) | ¥ 347,889 | $ 8,051,997 | ¥ 52,388,703 |
Balance (in shares) at Dec. 31, 2017 | shares | 2,938,708,899 | (86,045,470) |
Principal activities and organi
Principal activities and organization | 12 Months Ended |
Dec. 31, 2017 | |
Principal activities and organization | |
Principal activities and organization | 1. Principal activities and organization JD.com, Inc. (the “Company”), through its wholly-owned subsidiaries, consolidated variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively, the “Group”) serves consumers through its retail websites mainly www.jd.com and mobile apps, focuses on selection, price and convenience, offers programs that enable third party sellers to sell their products on its websites and to fulfill the orders either by the sellers or through the Group (known as “online marketplace”), provides comprehensive supply chain solutions, including warehousing, transportation, delivery to third-party sellers on its online marketplace and merchants that do not sell products on its online marketplace through the Group’s logistics business (“JD Logistics”), and also offered financial services to its suppliers, third party sellers and qualified individual customers through the Group’s finance business (“JD Finance”), which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6). The Group’s principal operations and geographic markets are in the People’s Republic of China (“PRC”). The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, consolidated VIEs and VIEs’ subsidiaries. As of December 31, 2017, the Company’s major subsidiaries, consolidated VIEs and VIE’s subsidiaries are as follows: Equity Place and date of incorporation Subsidiaries Beijing Jingdong Century Trade Co., Ltd. (“Jingdong Century”) % Beijing, China, April 2007 Jiangsu Jingdong Information Technology Co., Ltd. % Jiangsu, China, June 2009 Shanghai Shengdayuan Information Technology Co., Ltd. (“Shanghai Shengdayuan”) % Shanghai, China, April 2011 Jingdong E-Commerce (Express) Hong Kong Co., Ltd. % Hong Kong, China, August 2011 Jingdong Technology Group Corporation % Cayman Islands, November 2011 Jingdong Logistics Group Corporation % Cayman Islands, January 2012 Jingdong Express Group Corporation % Cayman Islands, January 2012 Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd. % Hong Kong, China, February 2012 Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. % Hong Kong, China, February 2012 JD.com International Limited % Hong Kong, China, February 2012 Beijing Jingdong Shangke Information Technology Co., Ltd. (“Beijing Shangke”) % Beijing, China, March 2012 Tianjin Star East Co., Ltd. % Tianjin, China, April 2012 JD.com E-Commerce (Investment) Hong Kong Corporation Limited % Hong Kong, China, July 2013 Chongqing Jingdong Haijia E-commerce Co., Ltd. (“Chongqing Haijia”) % Chongqing, China, June 2014 JD.com Investment Limited % British Virgin Islands, January 2015 JD.com International (Singapore) Pte. Ltd. % Singapore, November 2014 Xi’an Jingxundi Supply Chain Technology Co., Ltd. (“Xi’an Jingxundi”) % Xi’an, China, May 2017 Place and date of incorporation Consolidated VIEs Beijing Jingdong 360 Degree E-commerce Co., Ltd. (“Jingdong 360”) Beijing, China, April 2007 Fortune Rising Holdings Ltd. (“Fortune Rising”) British Virgin Islands, May 2008 Jiangsu Yuanzhou E-commerce Co., Ltd. (“Jiangsu Yuanzhou”) Jiangsu, China, September 2010 Jiangsu Jingdong Bangneng Investment Management Co., Ltd. Jiangsu, China, August 2015 Xi’an Jingdong Xincheng Information Technology Co., Ltd. (“Xi’an Jingdong Xincheng”) Xi’an, China, June 2017 Consolidated VIEs’ Subsidiaries Beijing Jingbangda Trade Co., Ltd. (“Beijing Jingbangda”) Beijing, China, August 2012 Suqian Jingdong Sanhong Enterprise Management Center(limited partnership)(“Suqian Sanhong”) Jiangsu, China, August 2017 Organization The Company was incorporated in the British Virgin Islands (“BVI”) in November 2006 and was re-domiciled in the Cayman Islands in January 2014 as an exempted company registered under the laws of the Cayman Islands. In April 2007 and May 2017, the Company established Jingdong Century and Xi’an Jingxundi as wholly foreign-owned enterprises in the PRC, respectively. In April 2007, September 2010 and June 2017, Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng were incorporated in the PRC, respectively. The paid-in capital of each of these entities was funded by the Company, and they were established to facilitate the Group’s operation and business expansion plans and comply with the PRC laws and regulations which prohibit or restrict foreign ownership of the companies where the PRC operating licenses are required. By entering into a series of agreements, Jingdong 360 and Jiangsu Yuanzhou became VIEs of Jingdong Century and Xi’an Jingdong Xincheng became a VIE of Xi’an Jingxundi. Consequently, Jingdong Century became the primary beneficiary of Jingdong 360 and Jiangsu Yuanzhou, and Xi’an Jingxundi became the primary beneficiary of Xi’an Jingdong Xincheng. Beijing Jingbangda became the subsidiary of Xi’an Jingdong Xincheng and changed from the Company’s subsidiary to the Company’s consolidated VIE’s subsidiary. In May 2008, Fortune Rising, a BVI incorporated company and a consolidated variable interest entity of the Group, was established by the Group to facilitate the adoption of the Company’s stock incentive plans. Consolidated variable interest entities In order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in provision of internet content and other restricted businesses, the Group operates its websites and other restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Group (“Nominee Shareholders”). The Group obtained control over these PRC domestic companies by entering into a series of Contractual Arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include loan agreements, exclusive purchase option agreements, exclusive technology consulting and services agreements, intellectual property rights license agreement, equity pledge agreements, powers of attorney, business cooperation agreements and business operation agreements. These contractual agreements can be extended at the Group’s relevant PRC subsidiaries’ options prior to the expiration date. Management concluded that these PRC domestic companies are consolidated VIEs of the Group, of which the Group is the ultimate primary beneficiary. As such, the Group consolidated the financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. Refer to Note 2(b) to the consolidated financial statements for the principles of consolidation. The following is a summary of the contractual agreements (collectively, “Contractual Agreements”) that the Group, through its subsidiaries, entered into with the consolidated VIEs and their Nominee Shareholders: Loan agreements Pursuant to the relevant loan agreements, the Group’s relevant PRC subsidiaries have granted interest-free loans to the relevant Nominee Shareholders of the VIEs with the sole purpose of providing funds necessary for the capital injection to the relevant VIEs. The loans for initial and subsequent capital injections are eliminated with the capital of the relevant VIEs during consolidation. The Group’s relevant PRC subsidiaries can require the Nominee Shareholders to settle the loan amount with the equity interests of relevant VIEs, subject to any applicable PRC laws, rules and regulations. The loan agreements are renewable upon expiration. Exclusive purchase option agreements The Nominee Shareholders of the VIEs have granted the Group’s relevant PRC subsidiaries the exclusive and irrevocable right to purchase from the Nominee Shareholders, to the extent permitted under PRC laws and regulations, part or all of the equity interests in these entities for a purchase price equal to the lowest price permitted by PRC laws and regulations. The Group’s relevant PRC subsidiaries may exercise such option at any time. In addition, the VIEs and their Nominee Shareholders have agreed that without prior written consent of the Group’s relevant PRC subsidiaries, they will not transfer or otherwise dispose the equity interests or declare any dividend. Exclusive technology consulting and services agreements The Group’s relevant PRC subsidiaries and relevant VIEs entered into exclusive technology consulting and services agreements under which relevant VIEs engage the Group’s relevant PRC subsidiaries as their exclusive provider of technical platform and technical support, maintenance and other services. The VIEs shall pay to the Group’s relevant PRC subsidiaries service fees determined based on the volume and market price of the service provided. The Group’s relevant PRC subsidiaries exclusively own any intellectual property arising from the performance of the agreements. During the term of the agreements, the relevant VIEs may not enter into any agreement with third parties for the provision of identical or similar services without prior consent of the Group’s relevant PRC subsidiaries. Intellectual property rights license agreement Pursuant to the intellectual property rights license agreement, Jingdong Century has granted Jingdong 360 non-exclusive rights to use certain software products, trademarks, website, copyrights, and domain names developed or owned by Jingdong Century within the scope of internet information service operation of Jingdong 360 and in the territory of PRC. Jingdong 360 has agreed to pay license fees to Jingdong Century and the amount of the license fee is decided based on the agreed arrangement. Equity pledge agreements Pursuant to the relevant equity pledge agreements, the Nominee Shareholders of the VIEs have pledged all of their equity interests in relevant VIEs to the Group’s relevant PRC subsidiaries as collateral for all of their payments due to the Group’s relevant PRC subsidiaries and to secure their obligations under the above agreements. The Nominee Shareholders may not transfer or assign the equity interests, the rights and obligations in the equity pledge agreements or create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Group’s relevant PRC subsidiaries without the Group’s relevant PRC subsidiaries’ preapproval. The Group’s relevant PRC subsidiaries are entitled to transfer or assign in full or in part the equity interests pledged. In the event of default, the Group’s relevant PRC subsidiaries as the pledgee, will be entitled to request immediate repayment of the loans or to dispose of the pledged equity interests through transfer or assignment. The equity pledge agreements will expire on the second anniversary of the date when the Nominee Shareholders have completed all their obligations under the above agreements unless otherwise terminated earlier by the Group’s relevant PRC subsidiaries. Powers of attorney Pursuant to the irrevocable powers of attorney, each of the Nominee Shareholders appointed any person designated by the Group’s relevant PRC subsidiaries as their attorney-in-fact to exercise all shareholder rights under PRC laws and the relevant articles of association, including but not limited to, voting on their behalf on all matters requiring shareholder approval, disposing of all or part of the Nominee Shareholders’ equity interests, and electing, appointing or removing directors and the general managers of the VIEs. Each power of attorney will remain in force during the period when the Nominee Shareholders continue to be shareholders of the VIEs. Each of the Nominee Shareholders has waived all the rights which have been authorized to the person designated by the Group’s relevant PRC subsidiaries under each power of attorney. Business cooperation agreement Pursuant to the business cooperation agreement, Jingdong 360 has agreed to provide services to Jingdong Century and Shanghai Shengdayuan including operating the Group’s website, posting Jingdong Century’s and Shanghai Shengdayuan’s products and services information on the website, transmitting the users’ orders and transactions information to Jingdong Century and Shanghai Shengdayuan, processing user data and transactions in collaboration with banks and payment agents and other services reasonably requested by Jingdong Century and Shanghai Shengdayuan. Jingdong Century and Shanghai Shengdayuan agree to pay service fees to Jingdong 360 on a quarterly basis. The service fee is decided based on Jingdong 360’s operating costs incurred. Business operation agreements Pursuant to the business operation agreements, the relevant Nominee Shareholders of the VIEs must appoint the candidates nominated by the Group’s relevant PRC subsidiaries to be the directors on their board of directors in accordance with applicable laws and the articles of association of VIEs, and must cause the persons recommended by the Group’s relevant PRC subsidiaries to be appointed as their general manager, chief financial officer and other senior executives. Risks in relations to the VIE structure In the opinion of management, the Group’s relevant PRC subsidiaries’ Contractual Arrangements with the VIEs and the Nominee Shareholders are in compliance with PRC laws and regulations and are legally binding and enforceable. The Nominee Shareholders are also shareholders or nominees of shareholders of the Group and therefore have no current interest in seeking to act contrary to the Contractual Arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Group’s Contractual Arrangements, which could limit the Group’s ability to enforce these Contractual Arrangements and if the Nominee Shareholders of the VIEs were to reduce their interests in the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the Contractual Arrangements. The Group’s ability to control the VIEs also depends on the powers of attorney the Group’s relevant PRC subsidiaries have to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Group believes these powers of attorney are legally enforceable but may not be as effective as direct equity ownership. In addition, if the Group’s corporate structure and the Contractual Arrangements with the VIEs through which the Group conducts its business in PRC were found to be in violation of any existing or future PRC laws and regulations, the Group’s relevant PRC regulatory authorities could: revoke or refuse to grant or renew the Group’s business and operating licenses; restrict or prohibit related party transactions between the Group’s relevant PRC subsidiaries and their subsidiaries, the VIEs; impose fines, confiscate income or other requirements which the Group may find difficult or impossible to comply with; require the Group to alter the corporate structure operations; and restrict or prohibit the Group’s ability to finance its operations. The imposition of any of these government actions could result in a material adverse effect on the Group’s ability to conduct its operations. In such case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group’s consolidated financial statements. In the opinion of management, the likelihood for the Group to lose such ability is remote based on current facts and circumstances. The Group’s operations depend on the VIEs to honor their contractual agreements with the Group. These agreements are governed by PRC laws and disputes arising out of these agreements are expected to be decided by arbitration in China. The management believes that each of the Contractual Agreements constitutes valid and legally binding obligations of each party to such contractual agreements under PRC Laws. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the Contractual Agreements. Meanwhile, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Group to enforce the Contractual Arrangements should the VIEs or the Nominee Shareholders of the VIEs fail to perform their obligations under those arrangements. The following table sets forth the assets, liabilities, results of operations and changes in cash and cash equivalents of the consolidated VIEs and their subsidiaries taken as a whole, which were included in the Group’s consolidated financial statements with intercompany transactions eliminated: As of December 31, 2016 2017 RMB RMB Total assets Total liabilities For the year ended December 31, 2015 2016 2017 RMB RMB RMB Total net revenues Net loss ) ) ) For the year ended December 31, 2015 2016 2017 RMB RMB RMB Net cash provided by/(used in) operating activities ) Net cash used in investing activities ) ) ) Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year As of December 31, 2016 and 2017, the total assets of the Group’s consolidated VIEs and VIEs’ subsidiaries were mainly consisting of cash and cash equivalents, accounts receivable, inventories, prepayments and other current assets, investment securities, investment in equity investees, property, equipment and software and intangible assets. As of December 31, 2016 and 2017, the total liabilities of the consolidated VIEs and VIEs’ subsidiaries were mainly consisting of short-term borrowings, accounts payable, advance from customers, accrued expenses and other current liabilities and liabilities to the Group’s other subsidiaries. These balances have been reflected in the Group’s consolidated financial statements with intercompany transactions eliminated. In accordance with the Contractual Agreements, the Group’s relevant PRC subsidiaries have the power to direct activities of the Group’s consolidated VIEs and VIEs’ subsidiaries, and can have assets transferred out of the Group’s consolidated VIEs and VIEs’ subsidiaries. Therefore, the Group’s relevant PRC subsidiaries consider that there is no asset in the Group’s consolidated VIEs and VIEs’ subsidiaries that can be used only to settle their obligations except for registered capitals and PRC statutory reserves of the Group’s consolidated VIEs amounting to RMB1,035,877 as of December 31, 2017. As the Group’s consolidated VIEs and VIEs’ subsidiaries are incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Group’s relevant PRC subsidiaries for all the liabilities of the Group’s consolidated VIEs and VIEs’ subsidiaries. The total shareholders’ deficit of the Group’s consolidated VIEs and VIEs’ subsidiaries was RMB248,946 and RMB266,604 as of December 31, 2016 and 2017, respectively. Currently there is no contractual arrangement that could require the Group’s relevant PRC subsidiaries or the Group to provide additional financial support to the Group’s consolidated VIEs and VIEs’ subsidiaries. As the Group is conducting certain businesses in the PRC through the consolidated VIEs and VIEs’ subsidiaries, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss. JD Finance which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6) is a VIE where the Group or any subsidiary has a variable interest but is not the primary beneficiary. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies a . Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. b . Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiaries, through Contractual Arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiaries are the primary beneficiary of the entity. All transactions and balances among the Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. c . Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation to facilitate comparison. In April 2017, the Company established JD Logistics, a new business group under JD.com, which leverages the Company’s advanced technology and logistics expertise to provide logistics services to businesses across a wide range of industries. As JD Logistics has changed from supporting the overall JD platform to an independently operated business unit, cost related to the logistics services provided to merchants and other third parties are reclassified from fulfillment expenses to cost of revenues. The amount of fulfillment expenses that have been reclassified to conform to the current period financial statement presentation were RMB1,663,959 and RMB2,560,688 for the years ended December 31, 2015 and 2016, respectively. d . Non-controlling interests For the Company’s consolidated subsidiaries, VIEs and VIEs’ subsidiaries, non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s Consolidated Balance Sheets and have been separately disclosed in the Group’s Consolidated Statements of Operations and Comprehensive Income/ (Loss) to distinguish the interests from that of the Company. e . Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, but not limited to, sales returns, vendor and customer incentives, the valuation and recognition of share-based compensation arrangements, taxation, fair value of assets and liabilities acquired in business combinations, assessment for impairment of long-lived assets, investment in equity investees, investment securities, intangible assets and goodwill, allowance for doubtful accounts, inventory reserve for excess and obsolete inventories, lower of cost and net realizable value of inventories, depreciable lives of property, equipment and software, useful lives of intangible assets and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. f . Foreign currency translation The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands, Hong Kong (“HK”), Singapore and The United States of America is the United States dollars (“US$”). The functional currency of the Group’s entities incorporated in The Republic of Indonesia is the Indonesian rupiah (“IDR”). The functional currency of the Group’s entities incorporated in Japan is the Japanese yen (“JPY”). The functional currency of the Group’s entities incorporated in France is the Euro (“EUR”). The functional currency of the Group’s entities incorporated in Australia is the Australian Dollar (“AUD”). The Group’s PRC subsidiaries, consolidated VIEs and VIEs’ subsidiaries determined their functional currency to be RMB. The determination of the respective functional currency is based on the criteria of ASC 830, Foreign Currency Matters . Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). Total exchange gains/(losses) were a loss of RMB56,992, a loss of RMB143,125 and a gain of RMB213,482 for the years ended December 31, 2015, 2016 and 2017, respectively. The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. Total foreign currency translation adjustments to the Group’s other comprehensive income/(loss) were a gain of RMB954,787, a gain of RMB943,616 and a loss of RMB822,052 for the years ended December 31, 2015, 2016 and 2017, respectively. g . Convenience translation Translations of the Consolidated Balance Sheets, the Consolidated Statements of Operations and Comprehensive Income (Loss) and the Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2017 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.5063, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2017. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2017, or at any other rate. h . Cash and cash equivalents Cash and cash equivalents consist of cash on hand, money market fund investments, time deposits, as well as highly liquid investments, some of which are subject to certain penalty as to early withdrawal, which have original maturities of three months or less. i . Restricted cash Cash that is restricted as to withdrawal or for use or pledged as security is reported separately on the face of the Consolidated Balance Sheets, and is not included in the total cash and cash equivalents in the Consolidated Statements of Cash Flows. The Group’s restricted cash mainly represents (a) security deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee; (b) time deposits that are pledged for short-term bank loans; (c) security deposits held in designated bank accounts related to prepaid cards issued to the customers. j . Short-term investments Short-term investments include wealth management products, which are certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions. The Group classifies the wealth management products as “available-for-sale” securities. These investments are recorded at fair market value with the unrealized gains or losses recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. Realized gains are reflected as a component of interest income. In addition, short-term investments are also comprised of time deposits placed with banks with original maturities longer than three months but less than one year. k . Accounts receivable, net Accounts receivable, net mainly represent amounts due from customers and online payment channels and are recorded net of allowance for doubtful accounts. When the consumer financing services are provided to the qualified customers in the online direct sales business, such consumer financing receivables are recorded as accounts receivable. Due to the legacy contractual arrangements in relation to the consumer financing business, the Group remained as the legal owner of the consumer financing receivables, where JD Finance performs the related credit assessment. JD Finance agreed to purchases the consumer financing receivables past due over certain agreed period of time from the Group at carrying values to absorb the risks, no allowance for doubtful accounts in relation to accounts receivable arising from the consumer financing business were provided. The Group periodically securitizes consumer financing receivables through the transfer of those assets to securitization vehicles, please refer to Note 2(v). Other than the accounts receivable arising from the consumer financing business, the Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, creditworthiness and financial conditions of the customers and industry trend, to determine the allowance percentage for the overdue balances by age. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable are likely to be unrecoverable. Accounts receivable balances are written off after all collection efforts have been exhausted. The accounts receivable with the collection period over one year are classified into other non-current assets in the Consolidated Balance Sheets. l . Inventories, net Inventories, consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Income/ (Loss). The Group also provides fulfillment-related services in connection with the Group’s online marketplace. Third-party sellers maintain ownership of their inventories and therefore these products are not included in the Group’s inventories. m . Loan receivables, net Loan receivables represent the consumer financing business made to qualified individual customers who are the end user in the online marketplace business. Due to the legacy contractual arrangements in relation to the consumer financing business, the Group remained as the legal owner of the consumer finance receivables, including such loan receivables, where JD Finance performs the related credit assessment. The loan periods extended by the Group to the individual customers mainly range from 1 month to 24 months. The loan receivables are measured at amortized cost and reported on the Consolidated Balance Sheets at outstanding principal adjusted for doubtful account. The accrued interests are also included in the loan receivable balance, which was immaterial. JD Finance agreed to purchase the receivables past due over certain agreed period of time from the Group at carrying values to absorb the risks, hence no provision for the doubtful account was recorded for the years ended December 31, 2016 and 2017. As of December 31, 2016 and 2017, the loan receivables with the collection period over one year with the amount of RMB173,930 and RMB243,624 were classified into other non-current assets in the Consolidated Balance Sheets. The Group periodically securitizes loan receivables arising from its consumer financing businesses through the transfer of those assets to securitization vehicles, please refer to Note 2(v). n . Property, equipment and software, net Property, equipment and software are stated at cost less accumulated depreciation and impairment. Property, equipment and software are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3-4 years Office equipment 5 years Vehicles 5 years Logistic and warehouse equipment 5 years Leasehold improvement Over the shorter of the expected life of Software 3-5 years Building 40 years Building improvement 5-10 years Repairs and maintenance costs are charged to expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). o . Construction in progress Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2016 and 2017, the balances of construction in progress were RMB1,992,123 and RMB3,196,516, which were primarily relating to the construction of office buildings and warehouses. p . Land use rights, net Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are 34 to 70 years and represent the shorter of the estimated usage periods or the terms of the agreements. q . Intangible assets, net Intangible assets purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives. The Group performs valuation of the intangible assets arising from business combination to determine the relative fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful lives of the assets. The estimated useful lives of intangible assets are as follows: Category Estimated useful lives Strategic Cooperation 5 years Non-compete 5-8 years Technology 2-7 years Domain names and trademarks 5-20 years Others 2-10 years r . Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The 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. s . Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies and publicly traded companies. The Group applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC 323 “Investment—Equity Method and Joint Ventures”, over which it has significant influence but does not own a majority equity interest or otherwise control. An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Group considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. For other equity investments that are not considered as debt securities or equity securities that have readily determinable fair values and over which the Group has neither significant influence nor control through investments in common stock or in-substance common stock, the cost method of accounting is used. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the Consolidated Statements of Operations and Comprehensive Income/ (Loss) and its share of post-acquisition movements are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Group records its share of the results of equity investments in publicly listed companies and certain privately held companies on a one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Group’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further losses, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee. Under the cost method, the Group carries the investment at cost and recognizes income to the extent of dividends received from the distribution of the equity investee’s post-acquisition profits. The Group continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. t . Investment securities The Group invests in marketable equity securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The treatment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Group assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. If the Group determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value of the investment would not be adjusted for subsequent recoveries in fair value. u . Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. v . Nonrecourse securitization debt and transfer of financial assets The Group periodically securitizes accounts receivable and loan receivables arising from its consumer financing businesses through the transfer of those assets to securitization vehicles. The securitization vehicles then issue debt securities to third party investors and JD Finance, collateralized by the transferred assets. The asset-backed debt securities issued by the securitization vehicles are nonrecourse to the Group and are payable only out of collections on their respective underlying collateralized assets. The securitization vehicles are considered variable interest entities pursuant to ASC 810. The Company will consolidate the securitization vehicles when economic interests are retained in the form of subordinated interests, and acting as the servicer of securitization vehicles. Accordingly, the Company are precluded from recording the related transfers of assets in securitization transactions as sales. Asset-backed debt securities issued by the consolidated securitization vehicles are accounted for as the financing type transactions. The Company will not consolidate the securitization vehicles when no economic interests are retained by the Company, and the Company has no continuing involvements, including the servicer of the securitization vehicles. Transfers are accounted for as sale and corresponding transferred accounts receivables are de-recognized in the Consolidated Balance Sheets pursuant to ASC 860 only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) Each transferee has the right to pledge or exchange the transferred assets, or the transferor have no continuing involvement with the transferred financial assets, and (iii) the transferor do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfer of the assets will be accounted for as a financing type transaction if the conditions in ASC 860-10-40-5 were not met. The under common control relationship of the transferor and transferee should be ignored when applying ASC 860, as long as the transferee will not be consolidated by the transferor. Due to the Company’s continuing involvement right in securitization vehicles prior to October 2017, the Company cannot derecognize the existing receivables through the transfer the receivables to securitization vehicles. The proceeds from the financing type transactions are reported as current and non-current nonrecourse securitization debt in the Consolidated Balance Sheets based on their respective expected repayment dates pursuant to ASC 860. While the contractual maturities of the asset-backed debt securities are from 2018 to 2019, the securities are repaid as collections on the underlying collateralized assets occur. As of December 31, 2016 and 2017, the collateralized accounts receivable were RMB10,745,565 and RMB11,701,973, respectively, and the collateralized loan receivables were RMB2,756,762 and RMB4,512,764, respectively. The weighted average interest rate for the outstanding nonrecourse securitization debt as of December 31, 2016 and 2017 was approximately 4.49% and 5.33%, respectively. The interest expenses in relation to the nonrecourse securitization debt were charged back to JD Finance. Beginning October 2017, the Company revised certain structural arrangements to relinquish its continuing involvement right when setting up the new securitization vehicles, then the Company derecognized RMB8,000,000 consumer credit receivables financial assets (including the accounts receivable of RMB5,693,223 and loan receivables of RMB2,306,777) of financial assets through the sales type arrangements, with the proceeds of RMB8,000,000 (2015 and 2016: Nil), where JD Finance acted as the servicer and purchased the subordinate tranche of the securitization vehicles. The gain/loss recorded upon the sale accounting was immaterial in 2017. w . Unsecured senior notes Unsecured senior notes are recognized initially at fair value, net of debt discounts or premiums and debt issuance costs. Debt discount or premium and debt issuance costs are recorded as a reduction of the principal amount and the related accretion is recorded as interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) over the maturities of the notes using the effective interest method. x . Fair value Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Group measures certain financial assets, including the investments under the cost method and equity method on other-than-temporary basis, intangible assets, goodwill and fixed assets at fair value when an impairment charge is recognized. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. y . Revenue The Group through its websites mainly www.jd.com and mobile apps, engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in China on the internet, and offers an online marketplace that enables third-party sellers to sell their products to consumers. The Group provides logistics services to third parties, including third-party sellers on its online marketplace and merchants that do not sell products on its online marketplace through the its logistics business. The Group also offered financial services to its suppliers, third party sellers and qualified individual customers, and the finance business was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6). Customers place their orders for products or services online through the Group’s websites. Payment for the purchased products or services is generally made either before delivery or upon delivery. Consistent with the criteria of ASC 605, Revenue Recognition , the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. In accordance with ASC 605, Revenue Recognition , the Group evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Group is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenues should be recorded on a gross basis. When the Group is not the primary obligor, doesn’t bear the inventory risk and doesn’t have the ability to establish the price, revenues are recorded on a net basis. Revenue arrangements with multiple deliverables are divided into separate units of accounting and arrangement considerations are allocated using estimated selling prices if the Group does not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. The Group recognizes revenue net of discounts and return allowances when the products are delivered and title passes to customers. Return allowances, which reduce net revenues, are estimated based on historical experiences. The Group also sells prepaid cards which can be redeemed to purchase products sold on the website www.jd.com. The cash collected from the sales of prepaid cards is initially recorded in advance from customers in the Consolidated Balance Sheets and subsequently recognized as revenues upon the sales of the respective products through redemption of prepaid cards are completed. Revenue is recorded net of value-added taxes, business tax |
Concentration and risks
Concentration and risks | 12 Months Ended |
Dec. 31, 2017 | |
Concentration and risks | |
Concentration and risks | 3. Concentration and risks Concentration of customers and suppliers There are no customers or suppliers from whom revenues or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2015, 2016 and 2017. Concentration of credit risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable and short-term investments. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of December 31, 2016 and 2017, all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by major financial institutions located in the PRC and Hong Kong which management believes are of high credit quality. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in China are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Group’s accounts, as its aggregate deposits are much higher than the compensation limit. However, the Group believes that the risk of failure of any of these PRC banks is remote. Bank failure is uncommon in China and the Group believes that those Chinese banks that hold the Group’s cash and cash equivalents, restricted cash and short-term investments are financially sound based on public available information. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Currency convertibility risk The PRC government imposes controls on the convertibility of RMB into foreign currencies. The Group’s cash and cash equivalents, restricted cash and short-term investments denominated in RMB that are subject to such government controls amounted to RMB9,944,039 and RMB27,566,040 as of December 31, 2016 and 2017, respectively. The value of RMB is subject to changes in the central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Group in the PRC must be processed through PBOC or other Chinese foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance. Foreign currency exchange rate risk In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the US$, and the RMB appreciated more than 20% against the US$ over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the US$ remained within a narrow band. Since June 2010, the RMB has fluctuated against the US$, at times significantly and unpredictably. The depreciation of the RMB against the US$ was approximately 7.2% in 2016. The appreciation of the RMB against the US$ was approximately 6.3% in 2017. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the US$ in the future. |
Restricted cash and restricted
Restricted cash and restricted time deposit | 12 Months Ended |
Dec. 31, 2017 | |
Restricted cash and restricted time deposit | |
Restricted cash and restricted time deposit | 4. Restricted cash and restricted time deposit To meet the requirements of specific business operations, primarily including secured deposits held in designated bank accounts for issuance of bank acceptance and for prepaid cards, the Group held restricted cash of RMB2,293,640 and RMB4,110,210 as of December 31, 2016 and 2017, respectively. Changes in the restricted cash balances associated with the bank acceptance are classified as cash flows from operating activities in the Consolidated Statements of Cash Flows as the Group considers restricted cash arising from these activities directly related to the Group’s ordinary business operations. Changes in the restricted cash balances associated with prepaid cards are classified as cash flow from investing activities in the Consolidated Statements of Cash Flows as the Group considers restricted cash arising from these activities similar to an investment. |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair value measurement | |
Fair value measurement | 5. Fair value measurement As of December 31, 2016 and 2017, information about inputs into the fair value measurement of the Group’s assets and liabilities that are measured or disclosed at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair value measurement at reporting date using Description Fair value Quoted Prices in Active Significant Other Significant RMB RMB RMB RMB Assets: Cash equivalents Time deposits — — Restricted cash — — Short-term investments Time deposits — — Wealth management products — — Investment securities Listed equity securities — — Total assets — Liabilities: Unsecured senior notes ) — ) — Fair value measurement at reporting date using Description Fair value Quoted Prices in Active Significant Other Significant RMB RMB RMB RMB Assets: Cash equivalents Time deposits — — Money market funds — — Restricted cash — — Short-term investments — — Time deposits — — Wealth management products — — Investment securities Listed equity securities — — Total assets — Liabilities: Unsecured senior notes ) — ) — When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Following is a description of the valuation techniques that the Group uses to measure the fair value of assets that the Group reports in its Consolidated Balance Sheets at fair value on a recurring basis. Cash equivalents Time deposits. The Group values its time deposits held in certain bank accounts using quoted prices for securities with similar characteristics and other observable inputs, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2. Money market funds. The Group values its money market funds using quoted prices in active markets for these investments, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. Restricted cash Restricted cash are valued based on the pervasive interest rate in the market, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2. Short-term investments Wealth management products. The Group values its wealth management products using alternative pricing sources and models utilizing market observable inputs, and accordingly the Group classifies the valuation techniques that use these inputs as Level 2. The wealth management products usually have short original maturities of less than 1 year, the carrying value approximates to fair value. As of December 31, 2016 and 2017, gross unrealized gains of RMB18,001 and RMB23,755 were recorded on wealth management products, respectively. No impairment charges were recorded for the years ended December 31, 2015, 2016 and 2017, respectively. Investment securities Listed equity securities. The Group values its listed equity securities using quoted prices for the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. The following table summarizes the carrying value and fair value of the investment securities which are accounted for as available-for-sale securities: Cost Gross Gross Provision Fair RMB RMB RMB RMB RMB December 31, 2016 ) ) December 31, 2017 ) ) In 2016, the Group invested in Bluefocus Communication Group Co., Ltd. (“BlueFocus”) by subscription of its newly issued ordinary shares, representing approximately 0.8% of the outstanding ordinary shares of BlueFocus. Total cash consideration for the investment in BlueFocus was RMB200,000. In 2015, the Group invested in LexinFintech Holdings Ltd. (“Lexin”, formerly known as Staging Finance Holding Ltd.) with the total consideration of USD33,000 (RMB218,018 as of December 20, 2017). On December 20, 2017, Lexin completed its initial public offering on Nasdaq. Concurrently during Lexin’s IPO, the Company purchased additional shares with a total amount of RMB29,730. As of December 31, 2017, the fair value of the Group’s investment in Lexin was approximately RMB1,357,229, with unrealized gain of RMB1,109,481. In 2017, the Company invested in China United Network Communications Limited (“China Unicom”) with a total consideration of RMB5,000,000, and held approximately 2.4% of China Unicom’s equity interest. The investment to China Unicom is accounted for as available-for-sale equity securities. As of December 31, 2017, the unrealized loss related to the investment in China Unicom was RMB366,032. In 2017, the Company also invested in Vipshop Holdings Ltd. (“Vipshop”) with a total consideration of RMB2,794,547 and held approximately 5.5% of Vipshop’s equity interest. The investment in Vipshop is accounted for as available-for-sale equity securities. As of December 31, 2017, the unrealized loss related to the investment in Vipshop was RMB37,064. The Group reviews its available-for-sale securities investments regularly to determine if an investment is other-than-temporarily impaired due to changes in quoted market price or other impairment indicators. Impairment charges of RMB200,961 and RMB23,909 were recorded for the years ended December 31, 2016 and 2017, respectively. Unsecured senior notes The carrying amounts of unsecured senior notes approximate their fair values due to the fact that the related interest rates approximate rates currently offered by financial institutions for similar debt instruments of comparable maturities. The fair value of unsecured senior notes was categorized as Level 2 in the fair value hierarchy. Other financial instruments The followings are other financial instruments not measured at fair value in the Consolidated Balance Sheets, but for which the fair value is estimated for disclosure purposes. Short-term receivables and payables. Accounts receivable, loan receivables and prepayments and other current assets are financial assets with carrying values that approximate fair value due to their short-term nature. Accounts payable, accrued expenses and other current liabilities and advance from customers, are financial liabilities with carrying values that approximate fair value due to their short-term nature. Short-term borrowings. Interest rates under the borrowing agreements with the lending parties were determined based on the prevailing interest rates in the market. The carrying value of short-term borrowing approximates to fair value. The Group classifies the valuation techniques that use these inputs as Level 2 fair value measurement. Nonrecourse securitization debt. The carrying amounts of nonrecourse securitization debt approximate its fair values due to the fact that the related interest rates approximate rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group classifies the valuation techniques that use these inputs as Level 2 fair value measurement. Assets and liabilities measured at fair value on a nonrecurring basis Goodwill. The inputs used to measure the estimated fair value of goodwill are classified as Level 3 fair value measurement due to the significance of unobservable inputs using company-specific information. The valuation methodology used to estimate the fair value of goodwill is discussed in Note 8 —“Business Combination”. Investment in equity investees. Investments in privately held companies and publicly traded companies included within investment in equity investees in the Consolidated Balance Sheets are reviewed periodically for impairment using fair value measurement. The primary factors that the Group considers include the duration and severity that the fair value of the investment is below its carrying value; post-balance sheet date fair value of the investment; the financial condition, operating performance, strategic collaboration with and the prospects of the investee; the economic or technological environment in which the investee operates; and other entity specific information such as recent financing rounds completed by the investee companies. The investments in privately held companies were measured using significant unobservable inputs (Level 3) as of December 31, 2015, 2016 and 2017, with impairment charges of RMB285,051, RMB341,984 and RMB59,987 were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2016 and 2017, respectively. The valuation methodology used to estimate the fair value of investments in publicly traded companies and associated impairment charges are discussed in Note 7 —“Investment in equity investees”. |
JD Finance reorganization
JD Finance reorganization | 12 Months Ended |
Dec. 31, 2017 | |
JD Finance reorganization | |
JD Finance reorganization | 6. In the first half of 2017, the Group entered into a series of definitive agreements relating to the reorganization of JD Finance. Pursuant to the definitive agreements, the Group disposed of all its equity stake of 68.6% in JD Finance so that it holds neither legal ownership nor effective control of JD Finance, received RMB14.3 billion in cash and is entitled to a royalty and software technical services fee of 40% of the future pre-tax profit of JD Finance when JD Finance has a positive pre-tax income on a cumulative basis. In addition, the Group would be able to convert its profit sharing right with respect to JD Finance into 40% of JD Finance’s equity interest, subject to applicable regulatory approvals. Mr. Richard Qiangdong Liu, the Group’s Chairman of the Board and Chief Executive Officer, also participated in the reorganization of JD Finance, and purchased an equity stake of JD Finance at the same price as third-party investors and pursuant to the same set of definitive agreements. Mr. Richard Qiangdong Liu also obtained majority voting rights in JD Finance through his equity stake and act-in-concert arrangement with other investors and ESOP participants. The transaction was completed by June 30, 2017 and all of the cash consideration was received in 2017. Because the Group is entitled to a royalty and software technical services fee of 40% of the future pre-tax profit of JD Finance when JD Finance has a positive pre-tax income on a cumulative basis, and therefore the Group is considered to have a variable interest in JD Finance even though the Group has no equity interest in JD Finance. As the Group shares a large portion of JD Finance’s expected residual returns, it limits the right of holders of the equity investment at risk to receive JD Finance’s expected residual returns, hence, JD Finance is a VIE. Mr. Richard Qiangdong Liu holds a minority equity stake in JD Finance, and obtains majority voting rights in JD Finance through his equity stake and voting arrangements, possesses the power to direct the activities of JD Finance that would most significantly impact its economic performance, and also exposes to benefits and losses of JD Finance. As a result, JD Finance is an unconsolidated VIE of the Group as the Group is not considered the primary beneficiary of JD Finance. Hence upon the completion of the transaction on June 30, 2017, JD Finance was deconsolidated from the Group as a result of the reorganization. The Group and JD Finance are both controlled by Mr. Richard Qiangdong Liu before and after the transaction, so the disposal of JD Finance was achieved through an under the common control transaction, accordingly, the gain of RMB14,193,481 from the disposal of JD Finance was recorded in equity account as additional paid-in capital. The gain represented the excess of cash consideration, net of taxes, over the net carrying value of the disposed equity stake in JD Finance. The disposal of JD Finance has met the discontinued operation criteria. However, given the facts that the disposal is achieved through an under common control transaction, and therefore the held-for-sale and discontinued operation presentation can only be adopted upon the disposal date, which is June 30, 2017. The Group has classified the historical financial results of JD Finance as discontinued operations in the Group’s Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented prior to July 1, 2017. Additionally, the related assets and liabilities associated with discontinued operations in the prior year consolidated balance sheets were classified as assets/liabilities held for sale to provide the comparable financial information. The following tables set forth the assets, liabilities, redeemable non-controlling interests, results of operations and cash flows of discontinued operations, which were included in the Group’s consolidated financial statements: As of December 31, 2016 RMB ASSETS Current assets Cash and cash equivalents Restricted cash Accounts receivable, net Advance to suppliers Loan receivables, net Other investments (*) Other current assets Elimination adjustments (**) ) Total current assets held for sale Non-current assets Other investments (*) Other non-current assets Elimination adjustments (**) ) Total non-current assets held for sale Total assets held for sale Current liabilities Short-term borrowings Nonrecourse securitization debt Other current liabilities Total current liabilities held for sale Non-current liabilities Nonrecourse securitization debt Other non-current liabilities Total non-current liabilities held for sale Total liabilities held for sale Redeemable non-controlling interests held for sale (*) Other investments represent various financial products with variable interest rates or principal non-guaranteed purchased by JD Finance from financial institutions, which are referred to as the issuers, such as commercial banks, insurance companies and trust companies. The underlying assets of the financial products mainly include debt securities, equity securities and loan receivables, and the interest generated from the financial products depends on the performance of the underlying assets. The issuers of these products generally attempt to maintain a relatively fixed “expected” interest rate throughout the terms of such structured products. The financial products are used by JD Finance as underlying assets in designing new financial products that it will in turn offer to third-party investors. These redesigned financial products to be resold to third-party investors have relatively lower yield rates such that JD Finance will earn yield differentials. (**) The intra-group transactions should be eliminated in full as normal. As the Group will continue provide the financial support to JD Finance, therefore, the elimination entries were recorded in discontinued operations/held for sales assets/liabilities. For the year ended December 31, 2015 2016 2017 (***) RMB RMB RMB Net revenues Operating expenses ) ) ) Income/(Loss) from operations of discontinued operations ) ) Other expenses ) ) ) Income/(Loss) from discontinued operations before tax ) ) Income tax expenses ) ) ) Net income/(loss) from discontinued operations, net of tax ) ) Net loss from discontinued operations attributable to non-controlling interests shareholders — ) ) Net income from discontinued operations attributable to mezzanine classified non-controlling interests shareholders — Net loss from discontinued operations attributable to ordinary shareholders ) ) ) For the year ended December 31, 2015 2016 2017 (***) RMB RMB RMB Net cash used in discontinued operating activities ) ) ) Net cash provided by/(used in) discontinued investing activities ) ) Net cash provided by discontinued financing activities (***) Included financial results of discontinued operations from January 1, 2017 to June 30, 2017. There were no profit sharing payments recognized in the Group’s consolidated financial statements after the JD Finance reorganization as JD Finance was in a loss position on a cumulative basis. According to the JD Finance reorganization arrangements, upon certain redemption events of JD Finance, and on the premise that JD Finance is the first obligator, the Group and Suqian Dongtai Jinrong Investment Management Center, an entity controlled by Mr. Richard Qiangdong Liu, further has the obligation to make up the remaining gap (if any) of the redemption price to the shareholders of JD Finance when all other means are exhausted, and such amount the Group needs to pay will be capped by the proceeds from the sale of the Group’s shares of JD Finance if the Group becomes a shareholder of JD Finance or the liquidity payment the Group would receive upon the liquidity events. As the Group and JD Finance are under common control of Mr. Richard Qiangdong Liu, the Group is therefore exempted from recording a guarantee liability in its consolidated financial statements. Based on the Group’s assessment, the chance to settle the guarantee obligation by the Group is remote as of December 31, 2017. As disclosed above, the Group’s exposure to pay the redemption price is limited to the proceeds from the sales of the Group’s shares of JD Finance or the liquidity event payment the Group received upon the certain liquidity events. And the Group’s maximum exposure to loss as a result of its involvement with JD Finance relates to net amounts due from JD Finance were RMB9,560,426 and RMB12,076,035 as of December 31, 2016 and 2017, respectively (Note 28). |
Investment in equity investees
Investment in equity investees | 12 Months Ended |
Dec. 31, 2017 | |
Investment in equity investees | |
Investment in equity investees | 7. Investment in equity investees Cost method As of December 31, 2016 and 2017, the carrying values of the Group’s cost method investments were RMB5,138,973 and RMB9,750,726 , respectively. Investments were accounted for under the cost method if the Group had no significant influence over the investee or if the underlying shares the Group invested in were not considered in-substance common stock and had no readily determinable fair value. For the years ended December 31, 2016 and 2017, the Group invested RMB2,210,552 and RMB6,217,682 in multiple private companies accounted for under cost method respectively, which may have operational synergy with the Group’s core business. During the year ended December 31, 2017, investment consideration for the top two investees were RMB2,688,954 and RMB1,029,608, respectively. Equity method As of December 31, 2017, the Group’s investments accounted for under the equity method totaled RMB8,800,593 (as of December 31, 2016: RMB9,489,813), which mainly included the investment in Yonghui Superstores Co., Ltd, (“Yonghui”) amounting to RMB4,245,001, the investment in Bitauto Holdings Limited (“Bitauto”) amounting to RMB2,128,409, the investment in Dada Nexus Limited (“Dada”) amounting to RMB139,147, the investment in Tuniu Corporation (“Tuniu”) amounting to RMB947,500 and investment in Yixin Group Limited (“Yixin”) amounting to RMB860,992. The Group applies the equity method of accounting to account for its equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. Investment in Yonghui On August 11, 2016, the Group completed the investment in Yonghui through the subscription of newly issued ordinary shares representing 10% equity interest in Yonghui. Yonghui is a leading hypermarket and supermarket operator in China and is listed on the Shanghai Stock Exchange. Total consideration for the investment in Yonghui was RMB4,234,929 in cash. Investment in Yonghui is accounted for using the equity method as the Group has obtained significant influence by the right to nominate two board members out of eleven. On May 2, 2017, Yonghui announced to distribute a cash dividend of RMB0.12 per share to its shareholders, and the Group received dividend of RMB114,845 in total which has been recorded as a reduction to the investment in Yonghui. Investment in Yonghui is accounted for using the equity method with the cost allocated as follows: As of As of As of RMB RMB RMB Carrying value of investment in Yonghui Proportionate share of Yonghui’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Yonghui’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill Amortizable intangible assets (*) Deferred tax liabilities ) ) ) Cumulative gains/(losses) in equity interest in Yonghui — ) (*) Weighted average life of the intangible assets not included in Yonghui’s consolidated financial statements was 17 years. As of December 31, 2016 and 2017, the market value of the Group’s investment in Yonghui was approximately RMB4,699,097 and RMB9,666,167 based on its quoted closing price, respectively. The Proportionate share of Yonghui’s net income recorded in “share of results of equity investees” in the Consolidated Statements of Operations and Comprehensive Income (Loss) was a loss of RMB84, and a gain of RMB122,893 for the years ended December 31, 2016 and 2017, respectively. The following table includes the summarized financial information of Yonghui since the date when it was invested by the Company. During the period For the year RMB RMB Revenue Gross profit Income from operations Net income Net income attributable to shareholder Percentage of ownership in Yonghui % % Proportionate share of Yonghui’s net income, before basis adjustments Basis adjustments ) ) Proportionate share of Yonghui’s net income ) Investment in Bitauto On February 16, 2015, the Group completed its investment in Bitauto through the subscription of newly issued ordinary shares, representing approximately 25% of the outstanding ordinary shares of Bitauto. Bitauto is a leading provider of internet content and marketing services for China’s fast-growing automotive industry that is listed on Nasdaq. Total consideration for the initial investment in Bitauto was RMB5,496,188 with a combination of RMB2,450,920 in cash and RMB3,045,268 in the form of future services, including exclusive access to the new and used car channels on the Group’s website and mobile apps and additional support from the Group’s key platforms for a period of 5 years. On June 17, 2016, the Group additionally acquired Bitauto’s newly issued ordinary shares by paying the cash consideration of RMB328,975. After the subsequent investment in June 2016, the Group held approximately 26% of Bitauto’s issued and outstanding shares. Investment in Bitauto is accounted for using the equity method with the investment cost allocated as follows: As of As of As of RMB RMB RMB Carrying value of investment in Bitauto (*) Proportionate share of Bitauto’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Bitauto’s net tangible and intangible assets ) ) The excess of carrying value has been primarily assigned to: Goodwill (*) — — Amortizable intangible assets (**) ) ) Deferred tax liabilities ) — — ) ) Cumulative losses in equity interest in Bitauto — ) ) (*) In the fourth quarter of 2015 and 2016, the Group conducted an impairment assessment on its investment in Bitauto considering the duration and severity of the decline of Bitauto’s stock price after the investment, as well as the financial condition, operating performance and the prospects of Bitauto, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded a charge of RMB2,585,641 and RMB672,886 to write down the carrying value of its investment in Bitauto to the fair value, based on quoted closing price of Bitauto’s stock as of December 31, 2015 and 2016, respectively. (**) Weighted average life of the intangible assets not included in Bitauto’s consolidated financial statements was 4 years. As of December 31, 2016 and 2017, the market value of the Group’s investment in Bitauto was approximately RMB2,386,118 and RMB3,773,634 based on its quoted closing price, respectively. Investment in Dada In April 2016, the Group signed series of agreements with Dada, China’s largest crowdsourcing delivery platform. The Group obtained a) the newly issued ordinary shares of Dada which represents approximately 81% of the issued and outstanding ordinary shares, or approximately 41% of the equity interests of Dada on a fully diluted basis, b) the newly issued preferred shares of Dada which represents approximately 7% of the equity interest in Dada on a fully diluted basis, and c) A warrant to purchase additional preferred shares of Dada at a pre-determined price for the next 2 years. Total consideration for the above investments and warrant was RMB3,508,200 with a combination of RMB1,298,700 in cash, the Group’s future services, including supply chain support for a period of 10 years, traffic and other additional support for a period of 7 years, non-compete obligation in O2O business for a period of 7 years, and the Group’s O2O business, JD Daojia. The Group holds two board seats out of five with the founder of Dada holding the casting vote after the transaction. With the assistance of an independent appraiser, the Group estimated the fair value of the assets/investments received as follows: As of RMB Assets/investments received by the Group Dada’s ordinary shares Dada’s preferred shares Warrant to purchase Dada’s preferred shares As the Group disposed a consolidated business (JD Daojia) in 2016, a disposal gain of RMB1,227,760 was recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss), which equals to the difference between the fair value and carrying value of JD Daojia as of the disposal date of April 26, 2016. The investment in Dada’s preferred shares is accounted for under the cost method as the underlying preferred shares were not considered in-substance common stock and had no readily determinable fair value. The warrant is a freestanding financial instrument and was recorded at fair value of RMB45,450 upon initial recognition. On December 28, 2017, the Company exercised the warrant in entirety in cash and purchased additional preferred shares of Dada, at the a pre-determined price with the total consideration of RMB983,820 (US$150,404). As of December 31, 2017, the carrying amount of preferred shares of Dada totaled RMB2,335,346. The investment in Dada’s ordinary shares is accounted for using the equity method with the investment cost allocated as follows: As of As of As of RMB RMB RMB Carrying value of investment in Dada’s ordinary shares Proportionate share of Dada’s net tangible and intangible assets ) ) Excess of carrying value of the investment over proportionate share of Dada’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill Amortizable intangible assets (*) Deferred tax liabilities ) ) ) Cumulative losses in equity interest in Dada — ) ) (*) Weighted average life of the intangible assets not included in Dada’s consolidated financial statements was 8 years. Investment in Tuniu In December 2014, the Group acquired 6.5% equity interest in Tuniu with cash consideration of RMB305,930 (“Initial Investment”). Tuniu is a leading online leisure travel company in China that is listed on the Nasdaq. The Group accounted for the Initial Investment as an available-for-sale security. On May 22, 2015, the Group additionally acquired Tuniu’s newly issued ordinary shares for total consideration of RMB2,188,490 with a combination of RMB1,528,275 in cash and RMB660,215 in the form of future services, including granting Tuniu an exclusive right, for a period of 5 years, to operate the leisure travel channels on the Group’s website and mobile apps, and Tuniu becomes the Group’s preferred partner for hotel and air ticket booking services. After the subsequent investment in May 2015, the Group held approximately 28% of Tuniu’s issued and outstanding shares and had one board seat. Hence, the Group adopted equity method of accounting to account for the investment in Tuniu. In accordance with ASC 323, accumulated unrealized gains of RMB14,395 that were previously recorded for fair value change of the Initial Investment were reversed in the second quarter of 2015, and the cost of Initial Investment balance was adjusted as if the equity method of accounting had been applied since the Initial Investment was made and reclassified from investment securities to investment in equity investees in the Consolidated Balance Sheets. In January 2016, Tuniu issued new shares to HNA Tourism Group, a third party investor, for an aggregate price of approximately US$500,000 and the Group’s interest in Tuniu was diluted to approximately 21% as of January 21, 2016. As the issuance price per share was higher than the Group’s average carrying value per share, the Group recorded a gain of RMB108,495 to reflect the deemed disposal. Investment in Tuniu is accounted for using the equity method with the cost allocated as follows: As of As of As of RMB RMB RMB Carrying value of investment in Tuniu (*) Proportionate share of Tuniu’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Tuniu’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill (*) Amortizable intangible assets (**) Deferred tax liabilities ) ) ) Cumulative losses in equity interest in Tuniu — ) ) (*) In the second quarter of 2016, the Group conducted an impairment assessment on its investment in Tuniu considering the duration and severity of the decline of Tuniu’s stock price after the investment, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded a charge of RMB721,501 to write down the carrying value of its investment in Tuniu to its then fair value of RMB1,454,578, based on quoted closing price of Tuniu as of June 30, 2016. (**) Weighted average life of the intangible assets not included in Tuniu’s financial statements was 7 years. As of December 31, 2016 and 2017, the market value of the Group’s investment in Tuniu was approximately RMB1,579,417 and RMB1,304,082 based on quoted closing price, respectively. Investment in Yixin In February 2015 and August 2016, the Group invested US$100,000 and US$30,000 in cash, respectively, to acquire Yixin’s newly issued series A and series B preferred shares. Yixin, a controlled subsidiary of Bitauto, is a leading online automobile retail transaction platform in China. The investment in Yixin was accounted for under the cost method as the underlying shares the Group invested in were not considered in-substance common stock and had no readily determinable fair value. On November 16, 2017, Yixin successfully completed the global offering and traded on the Main Board of The Stock Exchange of Hong Kong Limited (“HKEx”). After the offering, the Group held approximately 10.9% of Yixin’s issued and outstanding shares and the investment is accounted for using the equity method, as the preferred shares the Group previously invested in were automatically converted into ordinary shares upon listing and the Group has obtained significant influence through the nomination of one non-executive board member out of nine and the significant influence on its controlling shareholder, Bitauto. Investment in Yixin is accounted for using the equity method with the cost allocated as follows: As of November 16, RMB Carrying value of investment in Yixin Proportionate share of Yixin’s net tangible and intangible assets Total negative basis difference ) The negative basis difference will be amortized into net income over the remaining useful lives of the underlying assets, which is 3 years. As of December 31, 2017, the market value of the Group’s investment in Yixin was approximately RMB3,586,393 based on quoted closing price. The Group summarizes the condensed financial information of the Group’s equity investments as a group below in accordance with Rule 4-08 of Regulation S-X: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Operating data: Revenue Gross profit Loss from operations ) ) ) Net loss ) ) ) Net loss attributable to shareholder ) ) ) As of December 31, 2015 2016 2017 RMB RMB RMB Balance sheet data: Current assets Non-current assets Current liabilities Non-current liabilities Redeemable stock — Non-controlling interests The Group recorded its interests in Yonghui, Bitauto, Dada, Tuniu and Yixin one quarter in arrears to enable the Group to provide its financial disclosure independent of the reporting schedule of these equity investees. Audited financial statements of Bitauto, Tuniu and Dada for the year ended December 31, 2016 and 2017 will be included in separate filing in accordance with Regulation S-X Rule 3-09. The Group performs impairment assessment of its investments under the cost method and equity method whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the cost method investments of RMB285,051, RMB341,984 and RMB59,987 were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2016 and 2017, respectively. Impairment charges in connection with the equity method investments of RMB2,585,641, RMB1,416,801 and nil were recorded in share of results of equity investees in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2016 and 2017, respectively. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2017 | |
Business Combination | |
Business Combination | 8. Business Combination Transaction with Tencent On March 10, 2014, the Group entered into a Strategic Cooperation Agreement (“Agreement”) with Tencent Holdings Limited (“Tencent”), for a period of 5 years from April 1, 2014 to March 31, 2019. Pursuant to the Agreement, the Group has become Tencent’s preferred partner in the development of physical goods e-Commerce business in Greater China and such cooperation was referred as “Strategic Cooperation”. In addition, for a period of 8 years from April 1, 2014 to March 31, 2022, other than the operation of Shanghai Icson E-Commerce Development Group Limited (“Shanghai Icson”), a subsidiary of Tencent, Tencent will not engage in any online direct sales or managed marketplace business model in physical goods e-Commerce businesses in Greater China and a few selected international markets, hereinafter referred to as “Non-Compete”. On the same date, the Group also entered into a series of agreements with Tencent and its affiliates, pursuant to which, the Group acquired from Tencent: (i) 100% business operation of two online marketplace platforms, Paipai and QQ Wanggou (“Combined Platform Business”); (ii) 9.9% equity interest in Shanghai Icson (“Investment in Shanghai Icson”); (iii) a call option (“Call Option”) to acquire the remaining equity interest of Shanghai Icson, with a price higher of the fair value of the remaining equity interest or RMB800,000 within three years commencing the closing of the Transaction; (iv) certain logistic workforce; and (v) a land use right. The above (i) to (v), Strategic Cooperation and Non-Compete are collectively referred to as “Transaction”. In April, 2016, the Group exercised the Call Option by paying RMB800,000 to acquire the remaining equity interest in Shanghai Iscon. As consideration for the Transaction, the Company issued 351,678,637 ordinary shares to Huang River Investment Limited, a wholly-owned subsidiary of Tencent, representing 15% shares on a fully diluted basis under treasury method upon the closing of the Transaction, on March 10, 2014. The total consideration was RMB11,665,015. The Group made estimates and judgments in determining the fair value of the assets and business acquired with the assistance from an independent valuation firm. The following table summarizes the goodwill and intangible assets recognized as a result of the Transaction: Amount Amortization RMB Strategic Cooperation Agreement 5 Non-compete Agreement 8 Logistic workforce 3 Technology* 5 Domain names and trademark* 10 Advertising customer relationship* 7 Deferred tax liability ) Goodwill* * In November 2015, the Group announced its decision to terminate the consumer-to-consumer (C2C) business of Paipai.com by December 31, 2015 with a transitional period of three months. The shut-down of Paipai.com is to combat the marketing and sales of counterfeit products and to protect the interests of consumers and brands. As a result, the Group decided that the goodwill arisen from the acquisition of the Combined Platform Business was fully impaired and an impairment charge of RMB2,593,420 was recorded in the fourth quarter of 2015. Concurrently, the remaining balance of the intangible assets arisen from the acquisition amounted to RMB156,709 as of December 31, 2015 was also determined to be impaired and the related deferred tax liability of RMB27,796 recorded from the acquisition of the Combined Platform Business was reversed as a tax benefit in the fourth quarter of 2015. Transaction with Walmart On June 20, 2016, the Group, Wal-Mart Stores, Inc. (“Walmart”), and Yihaodian (“YHD”), a subsidiary of Walmart, entered into a series of agreements to form a strategic alliance to better serve the consumers across China. Pursuant to the series agreements, (a) the Group acquired the YHD marketplace platform assets, including the YHD brand, websites and mobileapps (“YHD marketplace”). Walmart will continue to operate the YHD direct sales business as one of the merchants on the YHD marketplace; (b) In a period of 8 years commencing from June 20, 2016, Walmart agreed not to engage in or invest in any ecommerce direct sale, e-commerce marketplace or online to offline (“O2O”) platform in China (other than Dada), hereinafter referred to as “Non-Compete”. As consideration for the acquisition of YHD marketplace and Non-Compete, the Company issued 144,952,250 Class A ordinary shares to Walmart, representing approximately 5% shares on a fully diluted basis under the treasury method upon the closing of the transaction, on June 20, 2016. In accordance with the agreement, Walmart cannot transfer such shares in a 5 years period starting from June 20, 2016. In addition, the Group and Walmart also entered into Business Cooperation Agreement (“BCA”) in several strategic areas for a period of 5 years commencing from June 20, 2016. Pursuant to BCA, the Group and Walmart agreed to partner in several strategic areas, including: a) Sam’s Club China agreed to open a flagship store on JD.com, expanding the availability of Sam’s Club’s high-quality imported products across China; b) The Group and Walmart agreed to work together to leverage their supply chains to increase the product selection for customers across China, including a broader range of imported products; c) The Group agreed to give the Sam’s flagship store preferential traffic entrance. The acquisition of YHD marketplace is accounted for as a business combination and the results of operations of the YHD marketplace from the acquisition date have been included in the Group’s consolidated financial statements. The acquisition of Non-Compete is considered asset acquisitions separate from the acquisition of YHD marketplace. The identifiable intangible assets acquired are amortized on a straight-line basis over the respective useful lives. The terms of BCA were negotiated separately and are similar to the terms with third parties, which were based on an arm’s-length basis, and the fair value of the BCA are not material to the Group as a whole. The Group has performed the following steps to estimate the fair value of the assets and business acquired with the assistance from an independent valuation firm: 1) estimate the total fair value of 144,952,250 ordinary shares issued to Walmart as the consideration of the transaction using the quoted closing price on June 20, 2016; 2) estimate the stand-alone fair value of the YHD marketplace and Non-Compete; Additionally, in accordance with the relevant accounting guidance, non-transferability relating to lock-up period associated with the shares issued to Walmart for a period of 5 years commencing from June 20, 2016, is factored in estimating the fair value of shares issued to acquire Non-Compete, but is not factored in estimating the fair value of shares issued to acquire YHD marketplace. Non-compete Agreement —In a period of 8 years commencing from June 20, 2016, Walmart agreed not to directly or indirectly engage in or invest in any e-commerce direct sale, e-commerce marketplace or online to offline (O2O) platform in China (other than Dada). The fair value of the Non-Compete was determined based on the “with and without” method, which takes into consideration the cash flow increments between the scenario where the Non-Compete is not in place and the scenario where the Non-Compete is in place for a period of 8 years commencing from June 20, 2016. The most significant assumption inherent in this approach when valuing the Non-Compete was the amount of economic impact to the Group that would occur from competition during the period when Non-Compete agreement is effective. Based on the CAPM, the Group concluded a discount rate of 17%, reflecting market participant’s required rate of return for the risks of investing in the Non-Compete, was appropriate for discounting the cash flow attributable to the Non-Compete. The Group made estimates and judgments in determining the fair value of the assets and business acquired with the assistance from an independent valuation firm. The purchase price allocation is as follows: Amount RMB Fair value of the Company’s shares issued Amount Amortization RMB Non-compete Agreement 8 YHD marketplace Property, plant and equipment, net Customer relationship 10 Technology 7 Domain names and trademark 20 Goodwill Deferred tax liability ) Total Purchase price Goodwill arising from this acquisition was attributable to the synergies expected from the combined business which will increase both product selection and overall user experience. Based on the assessment on financial performance of the acquired YHD marketplace made by the Group, the acquired business is not considered material to the Group. Thus the presentation of the pro-forma financial information with regard to a summary of the results of operations of the Group for the business combination is not required. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2017 | |
Accounts receivable, net | |
Accounts receivable, net | 9. Accounts receivable, net Accounts receivable, net, consists of the following: As of December 31, 2016 2017 RMB RMB Online direct sales and online marketplace receivables Advertising receivables Logistics receivables Accounts receivable Allowance for doubtful accounts ) ) Accounts receivable, net The movements in the allowance for doubtful accounts were as follows: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Balance at beginning of the year ) ) ) Additions ) — ) Reverse — — Balance at end of the year ) ) ) The value-added tax receivables due from customers are recorded in online direct sales and online marketplace receivables. For the account receivables in relation to consumer financing business, as JD Finance performs credit risk assessment services for the individuals and purchases the over-due receivables from the Group at carrying values to absorb the risks and obtain the rewards from such business, no allowance for doubtful accounts in relation to consumer financing receivables were provided. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventories, net | |
Inventories, net | 10. Inventories, net Inventories, net, consist of the following: As of December 31, 2016 2017 RMB RMB Products Packing materials and others Inventories Inventory valuation allowance ) ) Inventories, net |
Property, equipment and softwar
Property, equipment and software, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, equipment and software, net | |
Property, equipment and software, net | 11. Property, equipment and software, net Property, equipment and software, net, consist of the following: As of December 31, 2016 2017 RMB RMB Electronic equipment Office equipment Vehicles Logistic and warehouse equipment Leasehold improvement Software Building and building improvement Total Less: Accumulated depreciation ) ) Net book value Depreciation expenses were RMB1,027,312, RMB1,751,086 and RMB2,310,065 for the years ended December 31, 2015, 2016 and 2017, respectively. |
Land use rights, net
Land use rights, net | 12 Months Ended |
Dec. 31, 2017 | |
Land use rights, net | |
Land use rights, net | 12. Land use rights, net Land use rights, net, consist of the following: As of December 31, 2016 2017 RMB RMB Land use rights Less: Accumulated amortization ) ) Net book value Amortization expenses for land use rights were RMB30,360, RMB48,528 and RMB84,405 for the years ended December 31, 2015, 2016 and 2017, respectively. As of December 31, 2017, amortization expenses related to the land use rights for future periods are estimated to be as follows: For the year ending December 31, 2018 2019 2020 2021 2022 2023 and RMB RMB RMB RMB RMB RMB Amortization expenses |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Intangible assets, net | |
Intangible assets, net | 13. Intangible assets, net Intangible assets, net, consist of the following: As of December 31, 2016 Weighted- Gross Accumulated Impairment Net Year RMB RMB RMB RMB Strategic Cooperation ) — Non-compete ) — Technology ) ) Domain names and trademark ) ) Others ) ) Total ) ) As of December 31, 2017 Weighted- Gross Accumulated Impairment Net Year RMB RMB RMB RMB Strategic Cooperation ) — Non-compete ) — Technology ) ) Domain names and trademark ) ) Others ) ) Total ) ) Amortization expenses for intangible assets were RMB1,449,652, RMB1,620,675 and RMB1,798,246 for the years ended December 31, 2015, 2016 and 2017, respectively. The Group recorded an impairment charge of RMB156,709, nil and nil for the years ended December 31, 2015, 2016 and 2017, respectively. Please refer to Note 8 for details. As of December 31, 2017, amortization expenses related to the intangible assets for future periods are estimated to be as follows: For the year ending December 31, 2018 2019 2020 2021 2022 2023 and RMB RMB RMB RMB RMB RMB Amortization expenses |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill | |
Goodwill | 14. Goodwill The changes in the carrying amount of goodwill were as follows: JD Mall New Businesses Total RMB RMB RMB Balance as of December 31, 2014 Goodwill Accumulated impairment loss — — — Transaction in 2015 Impairment — ) ) Balance as of December 31, 2015 Goodwill Accumulated impairment loss — ) ) — Transaction in 2016 Additions — Balance as of December 31, 2016 Goodwill Accumulated impairment loss — ) ) — Transaction in 2017 Additions — Balance as of December 31, 2017 Goodwill Accumulated impairment loss — ) ) — The Group recorded an impairment charge of RMB2,593,420, nil and nil for the years ended December 31, 2015, 2016 and 2017, respectively. Please refer to Note 8 for details. |
Short-term borrowings
Short-term borrowings | 12 Months Ended |
Dec. 31, 2017 | |
Short-term borrowings | |
Short-term borrowings | 15. Short-term borrowings Short-term borrowings as of December 31, 2016 and 2017 amounted to RMB1,878,286 and RMB200,000, respectively, which consisted of borrowings from financial institutions. All of these borrowings were repayable within one year, and secured by account receivables that approximate to the borrowing amount. The weighted average interest rate for the outstanding borrowings as of December 31, 2016 and 2017 was approximately 5.45% and 7.00%, respectively. |
Accounts payable
Accounts payable | 12 Months Ended |
Dec. 31, 2017 | |
Accounts payable | |
Accounts payable | 16. Accounts payable Accounts payable consists of the following: As of December 31, 2016 2017 RMB RMB Vendor payable Shipping charges payable and others Total |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 17. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2016 2017 RMB RMB Salary and welfare payables Deposits Payable related to employees’ exercise of share-based awards Rental fee payables Professional fee accruals Others Total |
Unsecured senior notes
Unsecured senior notes | 12 Months Ended |
Dec. 31, 2017 | |
Unsecured senior notes | |
Unsecured senior notes | 18. Unsecured senior notes In April 2016, the Company issued unsecured senior notes with two maturity dates for an aggregate principal amount of US$1,000,000. Listed on the Singapore Stock Exchange, these notes are both fixed rate notes and senior unsecured obligations, with interest payable semi-annually in arrears on and of each year, beginning on October 29, 2016. The following table provides a summary of the Company’s unsecured senior notes as of December 31, 2017: Amounts Effective RMB US$500,000 3.125% notes due 2021 % US$500,000 3.875% notes due 2026 % Carrying value Unamortized discount and debt issuance costs Total principal amounts of unsecured senior notes The unsecured senior notes were issued at a discount amounting to RMB79,289. The debt issuance costs of RMB35,727 were presented as a direct deduction from the principal amount of the unsecured senior notes on the Consolidated Balance Sheets. The effective interest rates for the unsecured senior notes include the interest charged on the notes as well as amortization of the debt discounts and debt issuance costs. The unsecured senior notes contain covenants including, among others, limitation on liens, consolidation, merger and sale all or substantially all of the Company’s assets. The Company is in compliance with all covenants. The notes will rank senior in right of payment to all of the Company’s existing and future obligations expressly subordinated in right of payment to the notes and rank at least equal in right of payment with all of the Company’s existing and future unsecured and unsubordinated obligations (subject to any priority rights pursuant to applicable law). The proceeds from issuance of the unsecured senior notes were used for general corporate purposes. As of December 31, 2017, the principal of the unsecured senior notes of RMB3,267,100 and RMB3,267,100 will be due in 2021 and 2026, respectively. |
Interest income and interest ex
Interest income and interest expense | 12 Months Ended |
Dec. 31, 2017 | |
Interest income and interest expense | |
Interest income and interest expense | 19. Interest income and interest expense Interest income and interest expense consist of the following: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Interest income: Interest income in relation to nonrecourse securitization debt charged to JD Finance Interest income in relation to loans provided to JD Finance Interest income in relation to bank deposits, wealth management products and others Total Interest expense: Interest expense in relation to nonrecourse securitization debt ) ) ) Others ) ) ) Total ) ) ) |
Others, net
Others, net | 12 Months Ended |
Dec. 31, 2017 | |
Others, net | |
Others, net | 20. Others, net Others, net, consist of the following: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Foreign exchange gains/(losses), net ) ) Government financial incentives Impairment of investments ) ) ) Gain from business and investment disposals Others Total ) Government financial incentives represent rewards provided by the relevant PRC municipal government authorities to the Group for business achievements made by the Group. As there is no further obligation for the Group to perform, government financial incentives are recognized as other income when received. The amounts of such government financial incentives are determined solely at the discretion of the relevant government authorities and there is no assurance that the Group will continue to receive these government financial incentives in the future. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2017 | |
Taxation | |
Taxation | 21. Taxation a) Value added tax The Group is subject to statutory VAT rate of 13% prior to July 1, 2017 and 11% since July 1, 2017 for revenues from sales of audio, video products and books, and 17% for sales of other products, respectively, in the PRC. The Group is exempted from VAT for revenues from sales of books from January 1, 2014 to December 31, 2017. The Group is subject to VAT at the rate of 6% and 11% for the revenues from logistics services and 6% for the revenues from online advertising and other services. The Group is also subject to cultural undertaking development fees at the rate of 3% on revenues from online advertising services in the PRC. b) Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. British Virgin Islands Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains. Indonesia Under the current laws of The Republic of Indonesia, the Group’s subsidiaries in Indonesia are subject to 25% income tax on its taxable income generated from operations in Indonesia. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries in Hong Kong are subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. China On March 16, 2007, the National People’s Congress of PRC enacted a new Corporate Income Tax Law (“new CIT law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies would be subject to corporate income tax at a uniform rate of 25%. The new CIT law became effective on January 1, 2008. Under the new CIT law, preferential tax treatments will continue to be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as “high and new technology enterprises”. Beijing Shangke has been entitled to an exemption from income tax for first two years and 50% reduction for the next three years from its first profitable year as a “software enterprise”. It has also been qualified as “high and new technology enterprise” and enjoys a preferential income tax rate of 15% from 2013 to 2018. The privileges cannot be applied simultaneously. Beijing Shangke applied the privilege of “software enterprise” and was exempted from income tax in 2016 and 2017. Chongqing Haijia and Chengdu Century have been recognized as encouraged industries in the Western Regions of China and enjoyed a preferential income tax rate of 15% from 2015 to 2017. The Group’s other PRC subsidiaries, consolidated VIEs and VIEs’ subsidiaries are subject to the statutory income tax rate of 25%. Withholding tax on undistributed dividends The new CIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. The new CIT law also imposes a withholding income tax of 10% on dividends distributed by an FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). The Company did not record any dividend withholding tax, as it has no retained earnings for any of the periods presented. The components of income/(loss) before tax are as follows: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Income/(loss) before tax Income/(loss) from China operations ) Loss from non-China operations ) ) ) Total income/(loss) before tax ) ) Income tax benefits/(expenses) applicable to China operations Current income tax expenses ) ) ) Deferred tax benefits Subtotal income tax benefits/(expenses) applicable to China operations ) ) Total income tax benefits/(expenses) ) ) Reconciliation of difference between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2015, 2016 and 2017 is as follows: For the year ended December 31, 2015 2016 2017 Statutory income tax rate % % % Tax effect of preferential tax treatments % % -942.7 % Tax effect of tax-exempt entities -13.5 % -36.1 % % Effect on tax rates in different tax jurisdiction -0.3 % -3.6 % % Tax effect of non-deductible expenses -10.8 % -28.1 % % Tax effect of non-taxable income % % -14.0 % Changes in valuation allowance -0.9 % -11.4 % -120.8 % Expiration of loss carry forwards -0.5 % % % Effective tax rates % -8.8 % % The following table set forth the effect of tax holiday: For the year ended December 31, 2015 2016 2017 Tax holiday effect Effect of tax holiday on basic net loss per share Effect of tax holiday on diluted net loss per share c) Deferred tax assets and deferred tax liabilities As of December 31, 2016 2017 RMB RMB Deferred tax assets - Allowance for doubtful accounts - Deferred revenues - Net operating loss carry forwards Less: valuation allowance ) ) Net deferred tax assets — Deferred tax liabilities - Intangible assets arisen from business combination Total deferred tax liabilities As of December 31, 2017, the Group had net operating loss carry forwards of approximately RMB5,159,379 which mainly arose from the subsidiaries, consolidated VIEs and VIEs’ subsidiaries established in the PRC. The loss carry forwards from PRC entities will expire during the period from 2018 to 2022. A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group’s entities’ operating history, accumulated deficit, existence of taxable temporary differences and reversal periods. The Group has incurred net accumulated operating losses for income tax purposes since its inception. The Group believes that it is more likely than not that these net accumulated operating losses (except for the net operating loss generated by certain entities in 2017) and other deferred tax assets will not be utilized in the future based on its estimate of the operation performance of these PRC entities. The Group has provided full valuation allowances for the deferred tax assets as of December 31, 2015 and 2016, and RMB1,480,570 in deferred tax assets were offset by a valuation allowance as of December 31, 2017. Movement of valuation allowance As of December 31, 2015 2016 2017 RMB RMB RMB Balance at beginning of the period Additions Reversals ) ) ) Balance at end of the period |
Redeemable non-controlling inte
Redeemable non-controlling interests held for sale | 12 Months Ended |
Dec. 31, 2017 | |
Redeemable non-controlling interests held for sale | |
Redeemable non-controlling interests held for sale | 22. Redeemable non-controlling interests held for sale In January 2016, JD Finance, its founding shareholders and certain investors entered into a share subscription and purchase agreement (the “SPA”) and certain co-investment agreements to issue ordinary shares with preferential rights to certain investors mainly including Sequoia Capital China, China Harvest Investments and China Taiping Insurance, etc. (collectively, the “Investors”) for RMB6,650,000. JD Finance, as a privately owned company registered in China, is not allowed to issue legal form preferred shares or a separate class of ordinary shares under China regulations. Therefore, the shares issued by JD Finance to the Investors are, in legal form, ordinary shares. However, due to the preferential rights as specified in the SPA, these shares are considered in substance a separate class of shares other than the ordinary shares held by the founding shareholders. Here and then after, they are referred to as JD Finance Preferred Shares. The issuance was closed in March, 2016. After the issuance of the JD Finance Preferred Shares, the Group still held approximately 86% equity interests in JD Finance on a fully-diluted, post-investment basis. The JD Preferred Shares were entitled to certain preferences with respect to redemption and preemption. The Group determined that the preferred shares should be classified as mezzanine equity since they are contingently redeemable within 60 months after the closing of the issuance by the holders in the event that (i) a qualified initial public offering (“Qualified IPO”) has not occurred, or (ii) any significant incompliance with laws, cancellation of significant business license, which causes a substantial obstacle to the Qualified IPO, or (iii) a change in control in JD Finance. These matters are not certain to occur, and they are not solely within the control of JD Finance. The Group accreted the JD Finance Preferred Shares to their redemption value, which is purchase price plus 8% compound interest per year over the period since issuance to the redemption date. The Group recorded net income attributable to mezzanine classified non-controlling interests shareholders of nil, RMB444,657 and RMB281,021 for the years ended December 31, 2015, 2016 and 2017, respectively. As JD Finance was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance, the redeemable non-controlling interests was deconsolidated from the Group’s Consolidated Balance Sheets since June 30, 2017, refer to Note 6 for details. |
Ordinary shares
Ordinary shares | 12 Months Ended |
Dec. 31, 2017 | |
Ordinary shares | |
Ordinary shares | 23. Ordinary shares Upon inception, 1 ordinary share was issued at a par value of US$0.00002 per share. In March 2014, the Company issued 351,678,637 ordinary shares to Huang River Investment Limited, a wholly owned subsidiary of Tencent, in connection with Tencent Transaction (Note 8). Additionally, upon the initial public offering in May 2014, the Company issued 166,120,400 Class A ordinary shares. Concurrently, the Company issued 139,493,960 Class A ordinary shares in a private placement to Huang River Investment Limited. In June 2016, the Company issued 144,952,250 Class A ordinary shares to Newheight Holdings Ltd., a wholly owned subsidiary of Walmart, in connection with Walmart Transaction (Note 8). The ordinary shares reserved for future exercise of the RSUs and share options were 130,816,834 and 149,369,486 as of December 31, 2016 and 2017, respectively. |
Share repurchase program
Share repurchase program | 12 Months Ended |
Dec. 31, 2017 | |
Share repurchase program | |
Share repurchase program | 24. Share repurchase program In September 2015, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to US$1,000,000 worth of its ADSs over the following 24 months. The share repurchases may be made in accordance with applicable laws and regulations through open market transactions, privately negotiated transactions or other legally permissible means as determined by the management. The Company had no activity related to share repurchase program during the year ended December 31, 2015. During the year ended December 31, 2016, the Company had repurchased 31,065,784 ADSs for US$800,000 on the open market, at a weighted average price of US$25.75 per ADS. The Company accounts for repurchased ordinary shares under the cost method and includes such treasury stock as a component of the shareholders’ equity. Additionally, in order to lower the average cost of acquiring shares in the ongoing share repurchase program, the Company entered into structured repurchase agreements involving the use of capped call options for the purchase of shares. The Company paid a fixed sum of cash upon execution of the agreements. Upon expiration of the agreements, if the closing market price of the Company’s common stock is at or above the pre-determined price (the “Strike Price”), the Company will have its initial investment returned with a premium in either cash or shares at the Company’s election. If the closing market price is below the Strike Price, the Company will receive the number of shares specified in the agreements. As the outcome of these arrangements is based entirely on the Company’s stock price and does not require the Company to deliver either shares or cash, other than the initial investment, the entire transaction is recorded in equity. During the year ended December 31, 2016, the aggregate price that the Company paid to enter into these agreements was US$300,000. For those agreements that settled during the year ended December 31, 2016 and December 31, 2017, the Company received approximately US$216,220 (RMB1,463,218) and US$107,239 (RMB737,501) of cash respectively. No repurchase activity was incurred in 2017. |
Other comprehensive income_(los
Other comprehensive income/(loss) | 12 Months Ended |
Dec. 31, 2017 | |
Other comprehensive income/(loss) | |
Other comprehensive income/(loss) | 25. Other comprehensive income/(loss) Changes in the composition of accumulated other comprehensive income/(loss) for the years ended December 31, 2015, 2016 and 2017 are as follows: Foreign currency Net unrealized Total RMB RMB RMB Balances as of December 31, 2014 ) ) Other comprehensive income/(loss) ) Balances as of December 31, 2015 Other comprehensive income Balances as of December 31, 2016 Other comprehensive income/(loss) ) Balances as of December 31, 2017 Amounts included in accumulated other comprehensive loss are recorded net of their related income tax effects. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based compensation | |
Share-based compensation | 26. Share-based Compensation For the years ended December 31, 2015, 2016 and 2017, total share-based compensation expenses recognized were RMB1,076,286, RMB2,061,432 and RMB2,780,062, respectively. Share incentive plan The Company granted share-based awards to eligible employees and non-employees pursuant to the 2008, 2009, 2010, 2011 stock incentive plans and 2011 special stock incentive plan (collectively, the “Plans”), which govern the terms of the awards. On December 20, 2013, the Company adopted a 2013 Share Incentive Plan (“2013 Plan”), which was approved by the Board of Directors of the Company, to replace the Plans. The awards granted and outstanding under the Plans will survive and remain effective and binding under the 2013 Plan, subject to certain amendments to the original award agreements. The adoption of 2013 Plan did not result in any significant incremental share-based compensation expenses. The 2013 Plan was replaced by a share incentive plan entitled “Share Incentive Plan” containing substantially the same terms as the 2013 Plan on November 13, 2014. As of December 31, 2017, the Group had reserved 112,408,197 ordinary shares available to be granted as share-based awards under the Share Incentive Plan. (1) Employee and non-employee awards The RSUs and share options are generally scheduled to be vested over two to ten years. One-second, one-third, one-fourth, one-fifth, one-sixth, or one-tenth of the awards, depending on different vesting schedules of the Plans, shall be vested upon the end of the calendar year in which the awards were granted or the first anniversary dates of the grants, and the remaining of the awards shall be vested on straight line basis at the end of the remaining calendar or the anniversary years. Starting from the year ended December 31, 2016, certain awards had multiple tranches with tiered vesting commencement dates from 2016 to 2025, and each of the tranches is subject to a six-year vesting schedule. Upon JD Finance reorganization, the employees’ status of JD Finance changed from the employee of the Company’s subsidiary to non-employee of the Company. Share-based awards granted by the Company to employees of JD Finance and share-based awards granted by JD Finance to employees of the Company are insignificant for the all years presented. RSUs a) Service-based RSUs A summary of activities of the service-based RSUs for the years ended December 31, 2015, 2016 and 2017 is presented below: Number of RSUs Weighted-Average Unvested at January 1, 2015 Granted Vested ) Forfeited ) Unvested at December 31, 2015 Granted Vested ) Forfeited ) Unvested at December 31, 2016 Granted Vested ) Forfeited ) Unvested at December 31, 2017 As of December 31, 2016 and 2017, 1,052,398 and 5,719,884 outstanding RSUs were held by non-employees including employees of JD Finance, respectively. For the years ended December 31, 2015, 2016 and 2017, total share-based compensation expenses recognized by the Group for the service-based RSUs granted were RMB714,047, RMB1,613,204 and RMB2,462,881, respectively. As of December 31, 2017, there were RMB5,840,090 of unrecognized share-based compensation expenses related to the service-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 5.8 years. The total fair value and intrinsic value of RSUs vested was US$116,799, US$111,956 and US$213,155 during the years ended December 31, 2015, 2016 and 2017, respectively. b) Performance-based RSUs A summary of activities of the performance-based RSUs for the years ended December 31, 2015, 2016 and 2017 is presented below: Number of RSUs Weighted-Average Unvested at January 1, 2015 Granted — — Vested ) Forfeited ) Unvested at December 31, 2015 Granted — — Vested ) Forfeited ) Unvested at December 31, 2016 Granted — — Vested ) Forfeited — — Unvested at December 31, 2017 For the years ended December 31, 2015, 2016 and 2017, total share-based compensation expenses recognized by the Group for the performance-based RSUs granted were RMB4,630, RMB4,334 and RMB1,157, respectively. As of December 31, 2017, there were RMB1,095 of unrecognized share-based compensation expenses related to the performance-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 1.1 years. The total fair value and intrinsic value of RSUs vested was US$2,347, US$1,524 and US$1,371 during the years ended December 31, 2015, 2016 and 2017, respectively. Share options A summary of activities of the service-based share options for the years ended December 31, 2015, 2016 and 2017 is presented below: Share options Number of share Weighted Weighted Aggregate US$ Year US$ Outstanding as of January 1, 2015 8.5 Granted Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2015 8.1 Granted — Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2016 7.3 Granted — Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2017 6.2 Vested and expected to vest as of December 31, 2017 6.2 Exercisable as of December 31, 2017 5.9 As of December 31, 2016 and 2017, nil and 1,379,780 outstanding share options were held by non-employees mainly including employees of JD Finance, respectively. There was no option granted during the years ended December 31, 2016 and 2017. The weighted average grant date fair value of options granted for the year ended December 31, 2015 was US$5.59 per share. The total intrinsic value of options exercised during the years ended December 31, 2015, 2016 and 2017 was US$29,522, US$23,796 and US$55,278, respectively. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the share options. Cash received from the exercises of share options of the Company during the years ended December 31, 2015, 2016 and 2017 was US$12,332, US$12,454 and US$19,942, respectively. Cash receivable from the exercises of share options of the Company as of December 31, 2016 and 2017 was US$747 and US$2,201, respectively. For the years ended December 31, 2015, 2016 and 2017, total share-based compensation expenses recognized by the Group for the share options granted were RMB103,962, RMB125,225 and RMB60,739, respectively. As of December 31, 2017, there were RMB77,383 of unrecognized share-based compensation expenses related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 3.6 years. The estimated fair value of each option grant is estimated on the date of grant using the Binominal option-pricing model with the following assumptions: 2015 Expected volatility 33%~50% Risk-free interest rate (per annum) 2.17%~2.65% Exercise multiples 2.0~2.8 Expected dividend yield — Expected term (in years) Fair value of the underlying shares on the date of option grants (US$) 11.57~14.69 The Group estimated the risk free interest rate based on the yield to maturity of U.S. treasury bonds denominated in US$ at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a research study regarding exercise pattern from historical statistical data. Expected term is the contract life of the option. The expected volatility at the date of grant date and each option valuation date was estimated based on the implied volatility of the Company and the historical stock price volatility of listed comparable companies over a period comparable to the expected term of the options. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. (2) Founder awards Share options In May 2015, the board of directors approved a 10-year compensation plan for the Founder, Mr. Richard Qiangdong Liu. Under this plan, Mr. Richard Qiangdong Liu will receive RMB0.001 per year in cash salary and zero cash bonus during the 10-year period. Mr. Richard Qiangdong Liu was granted an option to acquire a total of 26,000,000 Class A ordinary shares of the Company with an exercise price of US$16.70 per share (or US$33.40 per ADS) under the Company’s Share Incentive Plan, subject to a 10-year vesting schedule with 10% of the awards vesting on each anniversary of the grant date. The Company will not grant any additional equity incentive to Mr. Liu during the 10-year period. For the years ended December 31, 2015, 2016 and 2017, total share-based compensation expenses recognized for the Founder’s share options granted were RMB240,024, RMB318,156 and RMB227,326, respectively. As of December 31, 2017, there were RMB574,653 of unrecognized share-based compensation expenses related to the Founder’s share options granted. The expenses are expected to be recognized over a weighted-average period of 7.4 years. The method used to determine fair value of the share options granted to the Founder was the same as the method used for the share options granted to the employees as described above. The assumptions used in the Binominal option-pricing model to estimate fair value of the Founder’s share option on the date of grant is presented below: 2015 Expected volatility 36%~38% Risk-free interest rate (per annum) 2.74%~2.79% Exercise multiples Expected dividend yield — Expected term (in years) Fair value of the underlying shares on the date of option grants (US$) 16.70~16.93 |
Net income_(loss) per share
Net income/(loss) per share | 12 Months Ended |
Dec. 31, 2017 | |
Net income/(loss) per share | |
Net income/(loss) per share | 27. Net income/(loss) per share Basic and diluted net income/(loss) per share for each of the years presented are calculated as follows: For the year ended December 31, 2015 2016 2017 RMB RMB RMB Numerator: Net income/(loss) from continuing operations attributable to ordinary shareholders ) ) Net loss from discontinued operations attributable to ordinary shareholders ) ) ) Net loss attributable to ordinary shareholders ) ) ) Denominator: Weighted average number of shares — basic Adjustments for dilutive options and RSUs — — Weighted average number of shares — diluted Basic net income/(loss) per share from continuing operations attributable to ordinary shareholders ) ) Basic net loss per share from discontinued operations attributable to ordinary shareholders ) ) ) Basic net loss per share attributable to ordinary shareholders ) ) ) Diluted net income/(loss) per share from continuing operations attributable to ordinary shareholders ) ) Diluted net loss per share from discontinued operations attributable to ordinary shareholders ) ) ) Diluted net loss per share attributable to ordinary shareholders ) ) ) Generally, basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the respective year. The potentially dilutive ordinary shares that were not included in the calculation of diluted net loss per share in the periods presented where their inclusion would be anti-dilutive include non-vested ordinary shares, RSUs and options to purchase ordinary shares of 81,737,438, 117,014,016 and 146,268,314 for the years ended December 31, 2015, 2016 and 2017 on a weighted average basis, respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related party transactions | |
Related party transactions | 28. Related party transactions The table below sets forth the major related parties and their relationships with the Group as of December 31, 2017: Name of related parties Relationship with the Group Tencent and its subsidiaries (“Tencent Group”) A shareholder of the Group Shanghai Icson and its subsidiaries (“Shanghai Icson Group”) An investee of the Group and has been fully acquired since April 2016 Lexin and its subsidiaries (“Lexin Group”) An investee of the Group Bitauto and its subsidiaries (“Bitauto Group”) An investee of the Group Tuniu and its subsidiaries (“Tuniu Group”) An investee of the Group Dada and its subsidiaries (“Dada Group”) An investee of the Group JD Finance An entity and its subsidiaries controlled by the Founder Yixin and its subsidiaries (“Yixin Group”) An investee of the Group (a) The Group entered into the following transactions with the major related parties: For the year ended December 31, Transactions 2015 2016 2017 RMB RMB RMB Revenues: Services and sales of goods to Lexin Group Commission service revenue from cooperation on advertising business with Tencent Group Services to Tencent Group Services and sales of goods to Dada Group — Services to Shanghai Icson Group — — Traffic support, marketing and promotion services provided to Bitauto Group Traffic support, marketing and promotion services provided to Tuniu Group Traffic support, marketing and promotion services provided to Dada Group — Services and sales of goods to JD Finance Traffic support, marketing and promotion services provided to JD Finance Operating expenses: Services and purchases from Shanghai Icson Group — Services and purchases from Tencent Group Services from Dada Group — Payment and other services from JD Finance Other income: Income from non-compete agreement with Dada Group — Interest income from loans provided to JD Finance Revenues from related parties, excluding those from the major related parties as stated above, represented approximately 0.07%, 0.02% and 0.01% of total net revenues of the Group for the years ended December 31, 2015, 2016, and 2017, respectively. Transactions with related parties included in operating expenses, excluding those with the major related parties as stated above, represented 0.02%, 0.03% and 0.07% of total operating expenses of the Group for the years ended December 31, 2015, 2016, and 2017, respectively. (b) The Group had the following balances with the major related parties: As of December 31, 2016 2017 RMB RMB Due from Tencent Group Due from Lexin Group — Due from Dada Group — Due from JD Finance Total Due to Tencent Group ) — Due to Lexin Group — ) Due to Tuniu Group ) ) Due to Dada Group — ) Total ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Bitauto Group ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Tuniu Group ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group ) ) Total ) ) Other liabilities in relation to non-compete obligation to Dada Group ) ) Total ) ) As of December 31, 2016 and 2017, the balances with major related parties primarily consisted of outstanding loans the Group provided to JD Finance, and the interest rate of the loans were based on the market rate. As of December 31, 2016 and 2017, the Group recorded amount due from related parties other than the major related parties as stated above of RMB264,055 and RMB21,621, which represented approximately 1.46% and 0.12% of the Group’s total accounts receivable, net and prepayments and other current assets, respectively. As of December 31, 2016 and 2017, the Group recorded amount due to related parties other than the major related parties and deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties as stated above of RMB97,004 and RMB69,329, which represented approximately 0.14% and 0.07% of the Group’s total accounts payable, advance from customers, accrued expenses and other current liabilities, deferred revenues and other non-current liabilities, respectively. On October 27, 2017, to provide a temporary bridging finance to Yixin Group, the Group entered into an entrusted loan agreement with Yixin Group and an independent third-party PRC commercial bank whereby the Group lent a total of RMB1 billion to Yixin Group. The bridge loan was on normal commercial terms and Yixin Group repaid the loan and associated interest before December 31, 2017. Based on a series of agreements signed on January 1, 2016, JD Finance will perform the credit risk assessment and other related services in relation to consumer financing business and obtain the rewards from such services, thus JD Finance will purchase the consumer financing receivables past due over certain agreed period of time from the Group at carrying values without recourse and also agree to bear other cost in direct relation to the consumer financing business to absorb the risks. In connection with the agreements, the total amount of over-due consumer financing receivable related to the consumer financing business transferred from the Group to JD Finance were nil, RMB423,356 and RMB497,239 for the years ended December 31, 2015, 2016 and 2017, respectively. In connection with the consumer financing business, JD Finance charged the Group RMB233,051, RMB553,612, and RMB793,218, for the years ended December 31, 2015, 2016, and 2017 for payment processing services provided to the Group, which are included in “payment and other services from JD Finance” stated above. In 2017, the Group also transferred certain financial assets to JD Finance with or without recourse at fair value. The accounts receivables transferred with recourse was RMB167,897, which was not derecognized, while the accounts receivables transferred without recourse was RMB1,583,968, and was derecognized. Mr. Richard Qiangdong Liu, the Group’s Chairman of the Board and Chief Executive Officer, has purchased his own aircraft for both business and personal use. The use of the aircraft in connection with the performance of his duty as employee is free of charge to the Company, and the Company has agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft. Such maintenance and incidental costs were insignificant for the years ended December 31, 2016 and 2017. The Group believes that the terms of the agreements with the related parties are comparable to the terms in arm’s-length transactions with third-party customers and vendors. |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment reporting | |
Segment reporting | 29. Segment reporting The Group has determined that it operates in two operating segments: (1) JD Mall, (2) New Business. JD Mall represents core e-commerce business. New businesses include O2O (deconsolidated since its merger with Dada Nexus on April 26, 2016), insurance, technology initiatives, overseas business as well as logistics services provided to third parties. New businesses also include the business of Paipai.com for the years ended December 31, 2015. JD Finance was previously included in New businesses, which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6), accordingly, the Group updated the presentation of segment information for prior years to conform to the current year’s presentation. The Group derives the results of the segments directly from its internal management reporting system. The CODM measures the performance of each segment based on metrics of revenue and earnings from operations and uses these results to evaluate the performance of, and to allocate resources to, each of the segments. The Group currently does not allocate assets, share-based compensation expenses and certain operating expenses to its segments, as the CODM does not use such information to allocate resources to or evaluate the performance of the operating segments. As most of the Group’s long-lived assets are located in the PRC and most of the Group’s revenues are derived from the PRC, no geographical information is presented. The table below provides a summary of the Group’s operating segment results for the years ended December 31, 2015, 2016 and 2017. For the year ended December 31, 2015 2016 2017 RMB RMB RMB Net revenues: JD Mall New businesses Inter-segment* ) ) ) Total segment net revenues Unallocated items** Total consolidated net revenues Operating income/(loss): JD Mall New businesses ) ) ) Total segment operating income/(loss) ) Unallocated items ** ) ) ) Total consolidated operating loss ) ) ) Total other income/(expense) ) ) Income/(loss) before tax ) ) (*) The inter-segment eliminations mainly consisted of services provided by JD Mall to overseas business, and services provided by JD Logistics to the vendors of JD Mall, which were recorded as a deduction of cost of revenues at the consolidated level. (**) Unallocated items include revenue from business cooperation arrangements with equity investees, share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, and impairment of goodwill and intangible assets, which are not allocated to segments. |
Employee benefit
Employee benefit | 12 Months Ended |
Dec. 31, 2017 | |
Employee benefit | |
Employee benefit | 30. Employee benefit Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, consolidated VIEs and VIEs’ subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses, which were expensed as incurred, were approximately RMB1,677,363, RMB2,575,150 and RMB3,546,241 for the years ended December 31, 2015, 2016 and 2017, respectively. |
Lines of credit and loan facili
Lines of credit and loan facilities | 12 Months Ended |
Dec. 31, 2017 | |
Lines of credit and loan facilities | |
Lines of credit and loan facilities | 31. Lines of credit and loan facilities As of December 31, 2017, the Group had agreements with the PRC commercial banks for unsecured revolving lines of credit, and increased its revolving lines of credit to RMB39,924,280. The Company was in compliance with the financial covenants, if any, under those lines of credit as of December 31, 2017. As of December 31, 2017, under the lines of credit, the Company had nil outstanding for the liquidity loans, RMB18,762,657 reserved for the issuance of bank acceptance, RMB605,713 reserved for the bank guarantee and RMB2,631 outstanding for other facilities. In December 2017, the Group entered into a five-year US$1,000,000 term and revolving credit facilities agreement with a group of 24 arrangers. The facilities were priced at 115 basis points over LIBOR. The use of proceeds of the facilities was intended for general corporate purposes. As of December 31, 2017, the Group had an undrawn balance of US$1,000,000 under the credit facilities agreement, US$450,000 of which will be expired at the date falling 6 months after the date of this credit facilities agreement if remained undrawn, and US$550,000 of which will be expired one month prior to the final maturity date, which is sixty months after the date of this credit facilities agreement. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and contingencies | |
Commitments and contingencies | 32. Commitments and contingencies Operating lease commitments The Group leases office, fulfillment centers and bandwidth under non-cancelable operating lease agreements. The rental and bandwidth leasing expenses were RMB1,827,441, RMB2,827,353 and RMB3,892,365 for the years ended December 31, 2015, 2016 and 2017, respectively, and were charged to Consolidated Statements of Operations and Comprehensive Income (Loss) when incurred. Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more consist of the following: Office and Bandwidth Total RMB RMB RMB 2018 2019 2020 2021 2022 2023 and Thereafter Capital commitments The Group’s capital commitments primarily relate to commitments on construction of office building and warehouses. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB2,658,773 as of December 31, 2017. All of these capital commitments will be fulfilled in the following years according to the construction progress. Long-Term Debt Obligations The Group’s long-term debt obligations include unsecured senior notes and nonrecourse securitization debt which consists of asset-backed debt securities issued in connection with securitization of certain financial assets (Note 2(v)). The amounts exclude the corresponding interest payable. The expected repayment schedule of the unsecured senior notes has been disclosed in Note 18. The expected repayment amount of the nonrecourse securitization debt is approximately RMB12,684,881 and RMB4,475,238 for the years ended December 31, 2018 and 2019, respectively. Legal proceedings From time to time, the Group is subject to legal proceedings and claims in the ordinary course of business. Third parties assert patent infringement claims against the Group from time to time in the form of letters, lawsuits and other forms of communication. In addition, from time to time, the Group receives notification from customers claiming that they are entitled to indemnification or other obligations from the Group related to infringement claims made against them by third parties. Litigation, even if the Group is ultimately successful, can be costly and divert management’s attention away from the day-to-day operations of the Group. The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. The Group has not recorded any material liabilities in this regard as of December 31, 2015, 2016 and 2017. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2017 | |
Restricted net assets | |
Restricted net assets | 33. Restricted net assets The Group’s ability to pay dividends is primarily dependent on the Group receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s subsidiaries, consolidated VIEs and VIEs’ subsidiaries incorporated in PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Group’s subsidiaries. In accordance with the PRC Regulations on Enterprises with Foreign Investment, a foreign invested enterprise established in the PRC is required to provide certain statutory reserve funds, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profits as reported in the enterprise’s PRC statutory financial statements. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to the general reserve fund until such reserve fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserved funds can only be used for specific purposes and are not distributable as cash dividends. Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory surplus fund at least 10% of its annual after-tax profits until such statutory surplus fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. A domestic enterprise is also required to provide discretionary surplus fund, at the discretion of the board of directors, from the net profits reported in the enterprise’s PRC statutory financial statements. The aforementioned reserve funds can only be used for specific purposes and are not distributable as cash dividends. As a result of these PRC laws and regulations that require annual appropriations of 10% of net after-tax profits to be set aside prior to payment of dividends as general reserve fund or statutory surplus fund, the Group’s PRC subsidiaries, consolidated VIEs and VIEs’ subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. Amounts restricted include paid-in capital and statutory reserve funds, as determined pursuant to PRC GAAP, totaling approximately RMB23,083,427 as of December 31, 2017; therefore in accordance with Rules 4.08 (e) (3) of Regulation S-X, the condensed parent company only financial statements as of December 31, 2016 and 2017 and for the years ended December 31, 2015, 2016 and 2017 are disclosed in Note 35. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent events | |
Subsequent events | 34. Subsequent events On February 14, 2018, the Group entered into definitive agreements with third party investors to raise financing for JD Logistics with the total amount of US$2.55 billion, representing 19% of the ownership of JD Logistic on a fully diluted basis. As of the date of the report, the subscription price has been fully paid by the investors, among which the subscription price of US$0.29 billion was paid as an equivalent RMB deposit by certain investors. The Group will repay such deposit once the cash consideration in U.S. dollar is paid by them within six months starting from March 7, 2018. Upon completion of the transaction, the Group remains as the majority shareholder of JD Logistic. |
Parent company only condensed f
Parent company only condensed financial information | 12 Months Ended |
Dec. 31, 2017 | |
Parent company only condensed financial information | |
Parent company only condensed financial information | 35. Parent company only condensed financial information The Company performed a test on the restricted net assets of consolidated subsidiaries, VIEs and VIEs’ subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information for the parent company only. The subsidiaries did not pay any dividend to the Company for the years presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. The Company did not have significant capital and other commitments, or guarantees as of December 31, 2017. Condensed Balance Sheets As of December 31, 2016 2017 RMB RMB US$ Note 2(g) ASSETS Current assets: Cash and cash equivalents Prepayments and other current assets Amount due from related parties Total current assets Non-current assets: Investment in equity investees — Investments in subsidiaries and VIEs Investment securities Intangible assets, net Total non-current assets Total assets LIABILITIES Current liabilities: Accrued expenses and other liabilities Total current liabilities Non-current liabilities: Unsecured senior notes Total non-current liabilities Total liabilities SHAREHOLDERS’ EQUITY: Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,467,134,904 Class A ordinary shares issued and 2,384,954,010 outstanding, 471,573,995 Class B ordinary shares issued and 451,490,387 outstanding as of December 31, 2016; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017) Additional paid-in capital Statutory reserves Treasury stock ) ) ) Accumulated deficit ) ) ) Accumulated other comprehensive income Total shareholders’ equity Total liabilities and shareholders’ equity Condensed Statements of Operations and Comprehensive Income/(Loss) For the year ended December 31, 2015 2016 2017 RMB RMB RMB US$ Operating expenses Marketing ) ) ) ) General and administrative ) ) ) ) Loss from operations ) ) ) ) Share of income/(loss) of subsidiaries, consolidated VIEs and VIEs’ subsidiaries ) ) Interest income Interest expense — ) ) ) Others, net ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Net loss ) ) ) ) Other comprehensive income: Foreign currency translation adjustments ) ) Net change in unrealized gains/(losses) on available-for-sale securities: Unrealized gains/(losses), nil of tax ) ) Reclassification adjustment for (gains)/losses recorded in net income, nil of tax ) ) Net unrealized gains/(losses) on available-for-sale securities ) Total other comprehensive income Total comprehensive income/(loss) ) ) Condensed Statements of Cash Flows For the year ended December 31, 2015 2016 2017 RMB RMB RMB US$ Net cash provided by/(used in) operating activities ) ) ) Cash flows from investing activities: Maturity of short-term investments — — — Purchases of investment securities ) — — — Cash received from disposal of investment securities — — — Receipts from / (prepayments and investments in) subsidiaries, consolidated VIEs and VIEs’ subsidiaries ) ) Prepayments and investments in equity investees — — ) ) Loans provided to JD Finance ) ) ) ) Net cash provided by/(used in) investing activities ) Cash flows from financing activities: Repurchase of ordinary shares — ) — — Purchase of capped call options — ) — — Proceeds from settlement of capped call options — Proceeds from issuance of ordinary shares pursuant to stock plans Proceeds from unsecured senior notes, net of discount and debt issuance costs — — — Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents ) ) ) Net increase/(decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Basis of presentation The Company’s accounting policies are the same as the Group’s accounting policies with the exception of the accounting for the investments in subsidiaries, consolidated VIEs and VIEs’ subsidiaries. For the Company only condensed financial information, the Company records its investments in subsidiaries, consolidated VIEs and VIEs’ subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented in the Condensed Balance Sheets as “Investment in subsidiaries, consolidated VIEs and VIEs’ subsidiaries” and shares in the subsidiaries, consolidated VIEs and VIEs’ subsidiaries’ financial results are presented as “Share of income/(loss) of subsidiaries, consolidated VIEs and VIEs’ subsidiaries” in the Condensed Statements of Operations and Comprehensive Income (Loss). The parent company only condensed financial information should be read in conjunction with the Group’ consolidated financial statements. |
Summary of significant accoun43
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Basis of presentation | a . Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. |
Principles of consolidation | b . Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiaries, through Contractual Arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiaries are the primary beneficiary of the entity. All transactions and balances among the Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. |
Reclassifications | c . Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation to facilitate comparison. In April 2017, the Company established JD Logistics, a new business group under JD.com, which leverages the Company’s advanced technology and logistics expertise to provide logistics services to businesses across a wide range of industries. As JD Logistics has changed from supporting the overall JD platform to an independently operated business unit, cost related to the logistics services provided to merchants and other third parties are reclassified from fulfillment expenses to cost of revenues. The amount of fulfillment expenses that have been reclassified to conform to the current period financial statement presentation were RMB1,663,959 and RMB2,560,688 for the years ended December 31, 2015 and 2016, respectively. |
Non-controlling interests | d . Non-controlling interests For the Company’s consolidated subsidiaries, VIEs and VIEs’ subsidiaries, non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s Consolidated Balance Sheets and have been separately disclosed in the Group’s Consolidated Statements of Operations and Comprehensive Income/ (Loss) to distinguish the interests from that of the Company. |
Use of estimates | e . Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, but not limited to, sales returns, vendor and customer incentives, the valuation and recognition of share-based compensation arrangements, taxation, fair value of assets and liabilities acquired in business combinations, assessment for impairment of long-lived assets, investment in equity investees, investment securities, intangible assets and goodwill, allowance for doubtful accounts, inventory reserve for excess and obsolete inventories, lower of cost and net realizable value of inventories, depreciable lives of property, equipment and software, useful lives of intangible assets and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. |
Foreign currency translation | f . Foreign currency translation The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands, Hong Kong (“HK”), Singapore and The United States of America is the United States dollars (“US$”). The functional currency of the Group’s entities incorporated in The Republic of Indonesia is the Indonesian rupiah (“IDR”). The functional currency of the Group’s entities incorporated in Japan is the Japanese yen (“JPY”). The functional currency of the Group’s entities incorporated in France is the Euro (“EUR”). The functional currency of the Group’s entities incorporated in Australia is the Australian Dollar (“AUD”). The Group’s PRC subsidiaries, consolidated VIEs and VIEs’ subsidiaries determined their functional currency to be RMB. The determination of the respective functional currency is based on the criteria of ASC 830, Foreign Currency Matters . Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). Total exchange gains/(losses) were a loss of RMB56,992, a loss of RMB143,125 and a gain of RMB213,482 for the years ended December 31, 2015, 2016 and 2017, respectively. The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. Total foreign currency translation adjustments to the Group’s other comprehensive income/(loss) were a gain of RMB954,787, a gain of RMB943,616 and a loss of RMB822,052 for the years ended December 31, 2015, 2016 and 2017, respectively. |
Convenience translation | g . Convenience translation Translations of the Consolidated Balance Sheets, the Consolidated Statements of Operations and Comprehensive Income (Loss) and the Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2017 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.5063, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2017. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2017, or at any other rate. |
Cash and cash equivalents | h . Cash and cash equivalents Cash and cash equivalents consist of cash on hand, money market fund investments, time deposits, as well as highly liquid investments, some of which are subject to certain penalty as to early withdrawal, which have original maturities of three months or less. |
Restricted cash | i . Restricted cash Cash that is restricted as to withdrawal or for use or pledged as security is reported separately on the face of the Consolidated Balance Sheets, and is not included in the total cash and cash equivalents in the Consolidated Statements of Cash Flows. The Group’s restricted cash mainly represents (a) security deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee; (b) time deposits that are pledged for short-term bank loans; (c) security deposits held in designated bank accounts related to prepaid cards issued to the customers. |
Short-term investments | j . Short-term investments Short-term investments include wealth management products, which are certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions. The Group classifies the wealth management products as “available-for-sale” securities. These investments are recorded at fair market value with the unrealized gains or losses recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. Realized gains are reflected as a component of interest income. In addition, short-term investments are also comprised of time deposits placed with banks with original maturities longer than three months but less than one year. |
Accounts receivable, net | k . Accounts receivable, net Accounts receivable, net mainly represent amounts due from customers and online payment channels and are recorded net of allowance for doubtful accounts. When the consumer financing services are provided to the qualified customers in the online direct sales business, such consumer financing receivables are recorded as accounts receivable. Due to the legacy contractual arrangements in relation to the consumer financing business, the Group remained as the legal owner of the consumer financing receivables, where JD Finance performs the related credit assessment. JD Finance agreed to purchases the consumer financing receivables past due over certain agreed period of time from the Group at carrying values to absorb the risks, no allowance for doubtful accounts in relation to accounts receivable arising from the consumer financing business were provided. The Group periodically securitizes consumer financing receivables through the transfer of those assets to securitization vehicles, please refer to Note 2(v). Other than the accounts receivable arising from the consumer financing business, the Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, creditworthiness and financial conditions of the customers and industry trend, to determine the allowance percentage for the overdue balances by age. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable are likely to be unrecoverable. Accounts receivable balances are written off after all collection efforts have been exhausted. The accounts receivable with the collection period over one year are classified into other non-current assets in the Consolidated Balance Sheets. |
Inventories, net | l . Inventories, net Inventories, consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Income/ (Loss). The Group also provides fulfillment-related services in connection with the Group’s online marketplace. Third-party sellers maintain ownership of their inventories and therefore these products are not included in the Group’s inventories. |
Loan receivables, net | m . Loan receivables, net Loan receivables represent the consumer financing business made to qualified individual customers who are the end user in the online marketplace business. Due to the legacy contractual arrangements in relation to the consumer financing business, the Group remained as the legal owner of the consumer finance receivables, including such loan receivables, where JD Finance performs the related credit assessment. The loan periods extended by the Group to the individual customers mainly range from 1 month to 24 months. The loan receivables are measured at amortized cost and reported on the Consolidated Balance Sheets at outstanding principal adjusted for doubtful account. The accrued interests are also included in the loan receivable balance, which was immaterial. JD Finance agreed to purchase the receivables past due over certain agreed period of time from the Group at carrying values to absorb the risks, hence no provision for the doubtful account was recorded for the years ended December 31, 2016 and 2017. As of December 31, 2016 and 2017, the loan receivables with the collection period over one year with the amount of RMB173,930 and RMB243,624 were classified into other non-current assets in the Consolidated Balance Sheets. The Group periodically securitizes loan receivables arising from its consumer financing businesses through the transfer of those assets to securitization vehicles, please refer to Note 2(v). |
Property, equipment and software, net | n . Property, equipment and software, net Property, equipment and software are stated at cost less accumulated depreciation and impairment. Property, equipment and software are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3-4 years Office equipment 5 years Vehicles 5 years Logistic and warehouse equipment 5 years Leasehold improvement Over the shorter of the expected life of Software 3-5 years Building 40 years Building improvement 5-10 years Repairs and maintenance costs are charged to expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Construction in progress | o . Construction in progress Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2016 and 2017, the balances of construction in progress were RMB1,992,123 and RMB3,196,516, which were primarily relating to the construction of office buildings and warehouses. |
Land use rights, net | p . Land use rights, net Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are 34 to 70 years and represent the shorter of the estimated usage periods or the terms of the agreements. |
Intangible assets, net | q . Intangible assets, net Intangible assets purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives. The Group performs valuation of the intangible assets arising from business combination to determine the relative fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful lives of the assets. The estimated useful lives of intangible assets are as follows: Category Estimated useful lives Strategic Cooperation 5 years Non-compete 5-8 years Technology 2-7 years Domain names and trademarks 5-20 years Others 2-10 years |
Goodwill | r . Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The 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. |
Investment in equity investees | s . Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies and publicly traded companies. The Group applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC 323 “Investment—Equity Method and Joint Ventures”, over which it has significant influence but does not own a majority equity interest or otherwise control. An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Group considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. For other equity investments that are not considered as debt securities or equity securities that have readily determinable fair values and over which the Group has neither significant influence nor control through investments in common stock or in-substance common stock, the cost method of accounting is used. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the Consolidated Statements of Operations and Comprehensive Income/ (Loss) and its share of post-acquisition movements are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Group records its share of the results of equity investments in publicly listed companies and certain privately held companies on a one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Group’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further losses, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee. Under the cost method, the Group carries the investment at cost and recognizes income to the extent of dividends received from the distribution of the equity investee’s post-acquisition profits. The Group continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. |
Investment securities | t . Investment securities The Group invests in marketable equity securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The treatment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Group assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. If the Group determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in others, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value of the investment would not be adjusted for subsequent recoveries in fair value. |
Impairment of long-lived assets | u . Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. |
Nonrecourse securitization debt and transfer of financial assets | v . Nonrecourse securitization debt and transfer of financial assets The Group periodically securitizes accounts receivable and loan receivables arising from its consumer financing businesses through the transfer of those assets to securitization vehicles. The securitization vehicles then issue debt securities to third party investors and JD Finance, collateralized by the transferred assets. The asset-backed debt securities issued by the securitization vehicles are nonrecourse to the Group and are payable only out of collections on their respective underlying collateralized assets. The securitization vehicles are considered variable interest entities pursuant to ASC 810. The Company will consolidate the securitization vehicles when economic interests are retained in the form of subordinated interests, and acting as the servicer of securitization vehicles. Accordingly, the Company are precluded from recording the related transfers of assets in securitization transactions as sales. Asset-backed debt securities issued by the consolidated securitization vehicles are accounted for as the financing type transactions. The Company will not consolidate the securitization vehicles when no economic interests are retained by the Company, and the Company has no continuing involvements, including the servicer of the securitization vehicles. Transfers are accounted for as sale and corresponding transferred accounts receivables are de-recognized in the Consolidated Balance Sheets pursuant to ASC 860 only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) Each transferee has the right to pledge or exchange the transferred assets, or the transferor have no continuing involvement with the transferred financial assets, and (iii) the transferor do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfer of the assets will be accounted for as a financing type transaction if the conditions in ASC 860-10-40-5 were not met. The under common control relationship of the transferor and transferee should be ignored when applying ASC 860, as long as the transferee will not be consolidated by the transferor. Due to the Company’s continuing involvement right in securitization vehicles prior to October 2017, the Company cannot derecognize the existing receivables through the transfer the receivables to securitization vehicles. The proceeds from the financing type transactions are reported as current and non-current nonrecourse securitization debt in the Consolidated Balance Sheets based on their respective expected repayment dates pursuant to ASC 860. While the contractual maturities of the asset-backed debt securities are from 2018 to 2019, the securities are repaid as collections on the underlying collateralized assets occur. As of December 31, 2016 and 2017, the collateralized accounts receivable were RMB10,745,565 and RMB11,701,973, respectively, and the collateralized loan receivables were RMB2,756,762 and RMB4,512,764, respectively. The weighted average interest rate for the outstanding nonrecourse securitization debt as of December 31, 2016 and 2017 was approximately 4.49% and 5.33%, respectively. The interest expenses in relation to the nonrecourse securitization debt were charged back to JD Finance. Beginning October 2017, the Company revised certain structural arrangements to relinquish its continuing involvement right when setting up the new securitization vehicles, then the Company derecognized RMB8,000,000 consumer credit receivables financial assets (including the accounts receivable of RMB5,693,223 and loan receivables of RMB2,306,777) of financial assets through the sales type arrangements, with the proceeds of RMB8,000,000 (2015 and 2016: Nil), where JD Finance acted as the servicer and purchased the subordinate tranche of the securitization vehicles. The gain/loss recorded upon the sale accounting was immaterial in 2017. |
Unsecured senior notes | w . Unsecured senior notes Unsecured senior notes are recognized initially at fair value, net of debt discounts or premiums and debt issuance costs. Debt discount or premium and debt issuance costs are recorded as a reduction of the principal amount and the related accretion is recorded as interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) over the maturities of the notes using the effective interest method. |
Fair value | x . Fair value Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Group measures certain financial assets, including the investments under the cost method and equity method on other-than-temporary basis, intangible assets, goodwill and fixed assets at fair value when an impairment charge is recognized. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. |
Revenue | y . Revenue The Group through its websites mainly www.jd.com and mobile apps, engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in China on the internet, and offers an online marketplace that enables third-party sellers to sell their products to consumers. The Group provides logistics services to third parties, including third-party sellers on its online marketplace and merchants that do not sell products on its online marketplace through the its logistics business. The Group also offered financial services to its suppliers, third party sellers and qualified individual customers, and the finance business was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6). Customers place their orders for products or services online through the Group’s websites. Payment for the purchased products or services is generally made either before delivery or upon delivery. Consistent with the criteria of ASC 605, Revenue Recognition , the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. In accordance with ASC 605, Revenue Recognition , the Group evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Group is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenues should be recorded on a gross basis. When the Group is not the primary obligor, doesn’t bear the inventory risk and doesn’t have the ability to establish the price, revenues are recorded on a net basis. Revenue arrangements with multiple deliverables are divided into separate units of accounting and arrangement considerations are allocated using estimated selling prices if the Group does not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. The Group recognizes revenue net of discounts and return allowances when the products are delivered and title passes to customers. Return allowances, which reduce net revenues, are estimated based on historical experiences. The Group also sells prepaid cards which can be redeemed to purchase products sold on the website www.jd.com. The cash collected from the sales of prepaid cards is initially recorded in advance from customers in the Consolidated Balance Sheets and subsequently recognized as revenues upon the sales of the respective products through redemption of prepaid cards are completed. Revenue is recorded net of value-added taxes, business taxes and related surcharges. Net Product Revenues (formerly known as Online Direct Sales) The Group primarily sells electronics and home appliance products and general merchandise products through online direct sales. The Group recognizes the product revenues from the online direct sales on a gross basis as the Group is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has met several but not all of these indicators. Revenues from the sales of electronics and home appliance products were RMB134,519,246, RMB179,821,655 and RMB236,268,621, and revenues from the sales of general merchandise products were RMB33,416,774, RMB58,121,977 and RMB95,555,789, for the years ended December 31, 2015, 2016 and 2017, respectively. Net Service Revenues (formerly known as Services and Others) The service revenues primarily consist of commission fees charged to third-party sellers for participating in the Group’s online marketplace, where the Group generally is not the primary obligor, does not bear the inventory risk, does not have the ability to establish the price or control the related shipping services when utilized by the online marketplace merchants. Upon successful sales at www.jd.com, the Group will charge the third-party sellers a negotiated amount or a fixed rate commission fee based on the sales amount. Commission fee revenues are recognized on a net basis at the point of delivery of products, net of return allowance. The Group also provides online marketing services to merchants and suppliers on its various website channels and third party marketing affiliate’s websites, including but not limited to advertising placements such as banners, links, logos and buttons, and pay for performance marketing services on which merchants and suppliers are charged based on effective click on their products or service listings. The Group recognizes revenues from advertising placements ratably over the period during which the advertising services are provided or on the number of times that the advertisement has been displayed based on cost per thousand impressions, and recognizes revenues from pay for performance marketing services based on effective clicks. Advertising arrangements involving multiple deliverables are allocated into single-element arrangements based on their relative selling price in the absence of both vendor specific objective evidence and third party evidence, and the related revenue is recognized over the period during which the element is provided. Significant assumptions and estimates have been made in estimating the relative selling price of each single-element, and changes in judgments on these assumptions and estimates could materially impact the timing of advertising revenue recognition. The Group did not enter into material advertising-for-advertising barter transactions. The Group opened its fulfillment infrastructure by offering comprehensive supply chain solutions to third-party sellers on its online marketplace and business customers that do not sell products on its online marketplace through JD Logistics, including transportation, delivery, warehousing. Revenues resulting from these services are recognized when services are performed, such as when goods are arrived at designated place, packages are delivered to the recipients, or based on the storage space and time. The Group offered consumer financing to individual customers and supply chain financing to suppliers and merchants on the Group’s online marketplace through JD Finance. Revenues resulting from these financing services are recognized in accordance with the contractual terms, and were reflected in discontinued operation results as JD Finance was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6). The Group offers comprehensive customer services, primarily include 7*24 hours customer service to respond to customer post-sales requests, return and exchange service to facilitate customer’s return, exchange and repair of defective goods. These services are free of charge. The Group also provides return/exchange logistic service to the customers, of which the revenues recognized was not material for the periods presented. |
Customer incentives and loyalty programs | z. Customer incentives and loyalty programs The Group provides two types of discounted coupons, referred to as D Coupons and J Coupons, for free to its customers to incentivize purchase. · D Coupons are given to a customer upon their current purchase or can be given for free to promote future purchases. This coupon requires the customer to make future purchase of a minimum value in order to enjoy the value provided by the coupon. The right to purchase discounted products in the future is not considered an element of an arrangement within the scope of the multiple-element arrangements guidance in ASC 605, as the right does not represent a significant and incremental discount to the customer. The Group assesses the significance of the discount by considering its percentage of the total future minimum purchase value, historical usage pattern by the customers and relative outstanding volume and monetary value of D Coupons compared to the other discounts offered by the Group. D Coupons are accounted for as a reduction of revenue on the future purchase. · J Coupons are given to a customer upon their qualified purchase or can be given for free to promote future purchases and is to be used on a future purchase, with no limitation as to the minimum value of the future purchase. Accordingly, the Group has determined that J Coupons awarded are considered an element of an arrangement within the scope of ASC 605-25, as the J Coupons represent a significant and incremental discount to the customer. Therefore, the delivered products and the J Coupons awarded are treated as separate unit of accounting. The selling price of the J Coupons awarded is generally determined by management’s best estimate of the selling price in the absence of both vendor specific objective evidence and third party evidence. The amount allocated to the J Coupons is deferred and recognized when the J Coupons are redeemed or at the coupon’s expiration, whichever occurs first. J Coupons have an expiration of one year after issuance. For the years ended December 31, 201 5 , 201 6 and 201 7 , the amount of expired J Coupons was not material. Registered customers may also earn J Beans, which was launched in October 2013 based on certain activities performed on the Group’s website by the customers such as purchasing merchandise or reviewing their buying experiences. J Beans can be used as cash to buy any products sold by the Group, which will directly reduce the amount paid by the customer, or redeemed for D Coupons that can be used in certain shops on JD platform. The Group considers J Beans awarded from sales of products and reviewing buying experiences to be part of its revenue generating activities, and such arrangements are considered to have multiple elements. Therefore, the sales consideration is allocated to the products and J Beans based on the relative selling price of the products and J Beans awarded. Consideration allocated to the J Beans is initially recorded as deferred revenues, and recognized as revenues when the D Coupons for which the J Beans are redeemed, or when J Beans are used or expired. J Beans will expire at the subsequent year end after issuance. For the years ended December 31, 2015, 2016 and 2017, the amount of expired J Beans was not material. |
Cost of revenues | aa . Cost of revenues Cost of revenues consists primarily of purchase price of products, inbound shipping charges, write-downs of inventory, traffic acquisition costs related to online marketing services, and cost related to logistics services provided to third parties. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of revenues upon sale of the products to the customers. |
Rebates and subsidies | bb . Rebates and subsidies The Group periodically receives considerations from certain vendors, representing rebates for products sold and subsidies for the sales of the vendors’ products over a period of time. The rebates are not sufficiently separable from the Group’s purchase of the vendors’ products and they do not represent a reimbursement of costs incurred by the Group to sell vendors’ products. The Group accounts for the rebates received from its vendors as a reduction to the prices it pays for the products purchased and therefore the Group records such amounts as a reduction of cost of revenues when recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). Rebates are earned upon reaching minimum purchase thresholds for a specified period. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebates is recognized as the Group makes progress towards the purchase threshold. Subsidies are calculated based on the volume of products sold through the Group and are recorded as a reduction of cost of revenues when the sales have been completed and the amount is determinable. |
Fulfillment | cc . Fulfillment Fulfillment costs represent packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment; processing payment and related transaction costs and responding to inquiries from customers. Fulfillment costs also contain third party transaction fees, such as credit card processing and debit card processing fees. The cost related to logistics services provided to third parties are classified in cost of revenues in the Consolidated Statements of Operations and Comprehensive Income (Loss). Shipping cost included in fulfillment costs amounted to RMB5,866,294, RMB9,329,269 and RMB12,691,013 for the years ended December 31, 2015, 2016 and 2017, respectively. |
Marketing | dd . Marketing Marketing expenses consist primarily of advertising costs, public relations expenditures, and payroll and related expenses for employees involved in marketing and business development activities. The Group pays commissions to participants in the associates program when their customer referrals result in successful product sales and records such costs in marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Group also participates in cooperative advertising arrangements with certain of the Group’s vendors and third-party sellers. Advertising costs, which consist primarily of online advertising, offline television, movie and outdoor advertising, are expensed as incurred, and totaled RMB5,282,375, RMB7,789,906 and RMB12,375,922 for the years ended December 31, 2015, 2016 and 2017, respectively. |
Technology and content | ee . Technology and content Technology and content expenses consist primarily of technology infrastructure expenses and payroll and related expenses for employees involved in platform development, category expansion, editorial content, buying and merchandising selection systems support, as well as costs associated with the computing, storage and telecommunications infrastructure for internal use that support the Group’s web services. Technology and content expenses are expensed as incurred. Software development costs are recorded in “Technology and content” as incurred as the costs qualifying for capitalization have been insignificant. |
General and administrative | ff . General and administrative General and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with use by these functions of facilities and equipment, such as depreciation expenses, rental and other general corporate related expenses. |
Share-based compensation | gg . Share-based compensation The Company grants non-vested ordinary shares, restricted share units (“RSUs”) and share options of the Company or its subsidiaries to eligible employees, non-employee consultants and accounts for these share-based awards in accordance with ASC 718 Compensation — Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees. Employees’ share-based awards and the Founder’s share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Non-employees’ share-based awards are measured at fair value at the earlier of the commitment date or the date the services are completed. Awards granted to non-employees are re-measured at each reporting date using the fair value as at each period end until the measurement date, generally when the services are completed and awards are vested. Changes in fair value between the reporting dates are recognized by graded vesting method. Prior to the Company’s initial public offering, the fair value of the non-vested ordinary shares and RSUs were assessed using the income approach/discounted cash flow method, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. In addition, the binomial option-pricing model is used to measure the value of share options. The determination of the fair value is affected by the fair value of the ordinary shares as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee and nonemployee share option exercise behavior, risk-free interest rates and expected dividend yield. Binomial option-pricing model incorporates the assumptions about grantees’ future exercise patterns. The fair value of these awards was determined with the assistance from an independent valuation firm using management’s estimates and assumptions. After the Company’s initial public offering, in determining the fair value of the RSUs granted, the closing market price of the underlying shares on the last trading date prior to the grant dates is applied. In determining the fair value of the RSUs granted on May 22, 2014, the date when the Group’s ADSs first commenced trading on Nasdaq Global Select Stock Market (“Nasdaq”), the per share equivalent of the Company’s initial public offering price is applied. The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. |
Income tax | hh . Income tax Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. The Group records a valuation allowance to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Income/ (Loss) in the period of change. Deferred tax assets and liabilities are classified as non-current in the Consolidated Balance Sheets. The Group recognizes in its consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Group estimates its liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2015, 2016 and 2017, the Group did not have any significant unrecognized uncertain tax positions. |
Leases | ii . Leases Each lease is classified at the inception date as either a capital lease or an operating lease. For the lessee, a lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the leaser at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating lease are charged to the Consolidated Statements of Operations and Comprehensive Income (Loss) on a straight-line basis over the terms of underlying lease. The Group has no capital leases for any of the periods presented. |
Comprehensive income/(loss) | jj. Comprehensive income/(loss) Comprehensive income/(loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments from shareholders and distributions to shareholders. Comprehensive income/(loss) for the periods presented includes net loss, changes in unrealized gains/(losses) on available for sales securities, foreign currency translation adjustments, and share of change in other comprehensive income/(loss) of equity investments. |
Net income/(loss) per share | kk. Net income/(loss) per share Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to holders of ordinary shares, considering the net income attributable to mezzanine classified non-controlling interests shareholders, by the weighted average number of ordinary shares outstanding during the period. Diluted net income/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders, as adjusted for the allocation of net income related to the mezzanine classified non-controlling interests shareholders, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of unvested restricted shares, restricted share units and ordinary shares issuable upon the exercise of outstanding share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. |
Segment reporting | ll. Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s CODM is the Chief Executive Officer. The Group historically had only one single reportable segment because the CODM formerly relied on the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group. With the development of the new business initiatives, the CODM started to separately evaluate performance and allocate resources by different business segments, thus the Group changed its reportable segments in 2016. The Group’s principal operations are currently organized into two major business segments, the JD Mall segment and the New businesses segment, which are defined based on the products and services provided. JD Mall represents core e-commerce business. New businesses include O2O (deconsolidated since its merger with Dada Nexus on April 26, 2016), insurance, technology initiatives, overseas business as well as logistics services provided to third parties. New businesses also include the business of Paipai.com for the year ended December 31, 2015. JD Finance was previously included in New businesses, which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Finance (Note 6), accordingly, the Group updated the presentation of segment information for prior years to conform to the current year’s presentation in accordance with ASC 280 Segment Reporting . |
Statutory reserves | mm. Statutory reserves The Company’s subsidiaries, consolidated VIEs and VIEs’ subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly-owned foreign enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”)) to reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. In addition, in accordance with the PRC Company Laws, the Group’s consolidated VIEs and VIEs’ subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. The use of the general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increasing of the registered capital of the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonus to employees and for the collective welfare of employees. None of these reserves are allowed to be transferred to the company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. For the years ended December 31, 2015, 2016 and 2017, profit appropriation to statutory surplus fund for the Group’s entities incorporated in the PRC was approximately RMB40,551, RMB77,378 and RMB503,028 respectively. No appropriation to other reserve funds was made for any of the periods presented. |
Recent accounting pronouncements | nn. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Group adopted the new revenue standard beginning January 1, 2018 using the modified retrospective transition method that increased retained earnings by approximately RMB0.3 billion rather than retrospectively adjusting prior periods. The Group began to recognize revenue from estimated unredeemed prepaid cards over the expected customer redemption period, rather than waiting until prepaid cards expire or when the likelihood of redemption becomes remote. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted only for certain provisions. The Group would apply this update by a cumulative-effect adjustment to the retained earnings as of the beginning of the fiscal year of adoption. After the adoption of this new accounting update in the first quarter of 2018, the Company will measure long-term investments other than equity method investments at fair value through earnings, which could vary significantly quarter to quarter. For those investments without readily determinable fair values, the Company will elect to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Changes in the basis of these investments will be reported in current earnings. The Group adopted this ASU beginning January 1, 2018 and RMB1.2 billion of accumulated other comprehensive income for our available-for-sale equity securities that existed as of December 31, 2017 was reclassified into retained earnings upon the adoption. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which introduces a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The ASU will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Group is in the process of implementing changes to its systems and processes in conjunction with the review of existing lease agreements. The Group is currently evaluating the impact, and expects this ASU will have a material impact on the consolidated financial statements, primarily to the consolidated balance sheets and related disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows; (d) accounting for forfeitures of share-based payments. The ASU will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Group adopted this ASU beginning January 1, 2017 with no material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Group is currently evaluating the impact that the standard will have on its consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Group does not expect the standard to have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of cash flows (Topic 230): restricted cash”, which requires entities to include restricted cash and restricted cash equivalents in the cash and cash equivalent balances in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Group adopted this ASU beginning January 1, 2018. As of December 31, 2016 and 2017, the balances of restricted cash were RMB2,293,640 and RMB4,110,210, respectively. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): simplifying the test for goodwill impairment”, the guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of goodwill which was the step 2 test before. The ASU should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”, which clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets and in substance nonfinancial assets unless other specific guidance applies. As a result, it will not apply to the derecognition of businesses, nonprofit activities, or financial assets (including equity method investments), or to revenue transactions (contracts with customers). The new guidance also clarifies that an in substance nonfinancial asset is an asset or group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. The new guidance will also impact the accounting for partial sales of nonfinancial assets (including in substance real estate).When an entity transfers its controlling interest in a nonfinancial asset, but retains a non-controlling ownership interest, the entity will measure the retained interest at fair value. This is similar to the guidance on the sale of controlling interests in businesses. This will result in full gain/loss recognition upon the sale of a controlling interest in a nonfinancial asset. Current guidance generally prohibits gain recognition on the retained interest. The ASU will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Public entities may apply the guidance earlier but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Group does not expect the adoption to have a material impact on its consolidated financial statements. The Group adopted this ASU beginning January 1, 2018. In May 2017, the FASB issued ASU 2017-09, “Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which the Group would be required to apply modification accounting under ASC 718. The ASU is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Group adopted this ASU beginning January 1, 2018. The Group does not expect the adoption to have a material impact on its consolidated financial statements. |
Principal activities and orga44
Principal activities and organization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Principal activities and organization | |
Schedule of percentage of legal ownership in major subsidiaries, VIEs and VIE's subsidiary | Equity Place and date of incorporation Subsidiaries Beijing Jingdong Century Trade Co., Ltd. (“Jingdong Century”) % Beijing, China, April 2007 Jiangsu Jingdong Information Technology Co., Ltd. % Jiangsu, China, June 2009 Shanghai Shengdayuan Information Technology Co., Ltd. (“Shanghai Shengdayuan”) % Shanghai, China, April 2011 Jingdong E-Commerce (Express) Hong Kong Co., Ltd. % Hong Kong, China, August 2011 Jingdong Technology Group Corporation % Cayman Islands, November 2011 Jingdong Logistics Group Corporation % Cayman Islands, January 2012 Jingdong Express Group Corporation % Cayman Islands, January 2012 Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd. % Hong Kong, China, February 2012 Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. % Hong Kong, China, February 2012 JD.com International Limited % Hong Kong, China, February 2012 Beijing Jingdong Shangke Information Technology Co., Ltd. (“Beijing Shangke”) % Beijing, China, March 2012 Tianjin Star East Co., Ltd. % Tianjin, China, April 2012 JD.com E-Commerce (Investment) Hong Kong Corporation Limited % Hong Kong, China, July 2013 Chongqing Jingdong Haijia E-commerce Co., Ltd. (“Chongqing Haijia”) % Chongqing, China, June 2014 JD.com Investment Limited % British Virgin Islands, January 2015 JD.com International (Singapore) Pte. Ltd. % Singapore, November 2014 Xi’an Jingxundi Supply Chain Technology Co., Ltd. (“Xi’an Jingxundi”) % Xi’an, China, May 2017 Place and date of incorporation Consolidated VIEs Beijing Jingdong 360 Degree E-commerce Co., Ltd. (“Jingdong 360”) Beijing, China, April 2007 Fortune Rising Holdings Ltd. (“Fortune Rising”) British Virgin Islands, May 2008 Jiangsu Yuanzhou E-commerce Co., Ltd. (“Jiangsu Yuanzhou”) Jiangsu, China, September 2010 Jiangsu Jingdong Bangneng Investment Management Co., Ltd. Jiangsu, China, August 2015 Xi’an Jingdong Xincheng Information Technology Co., Ltd. (“Xi’an Jingdong Xincheng”) Xi’an, China, June 2017 Consolidated VIEs’ Subsidiaries Beijing Jingbangda Trade Co., Ltd. (“Beijing Jingbangda”) Beijing, China, August 2012 Suqian Jingdong Sanhong Enterprise Management Center(limited partnership)(“Suqian Sanhong”) Jiangsu, China, August 2017 |
Schedule of consolidated financial information | As of December 31, 2016 2017 RMB RMB Total assets Total liabilities For the year ended December 31, 2015 2016 2017 RMB RMB RMB Total net revenues Net loss ) ) ) For the year ended December 31, 2015 2016 2017 RMB RMB RMB Net cash provided by/(used in) operating activities ) Net cash used in investing activities ) ) ) Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Summary of significant accoun45
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives of property, equipment and software | Category Estimated useful lives Electronic equipment 3-4 years Office equipment 5 years Vehicles 5 years Logistic and warehouse equipment 5 years Leasehold improvement Over the shorter of the expected life of Software 3-5 years Building 40 years Building improvement 5-10 years |
Schedule of estimated useful lives of intangible assets | Category Estimated useful lives Strategic Cooperation 5 years Non-compete 5-8 years Technology 2-7 years Domain names and trademarks 5-20 years Others 2-10 years |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair value measurement | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Fair value measurement at reporting date using Description Fair value Quoted Prices in Active Significant Other Significant RMB RMB RMB RMB Assets: Cash equivalents Time deposits — — Restricted cash — — Short-term investments Time deposits — — Wealth management products — — Investment securities Listed equity securities — — Total assets — Liabilities: Unsecured senior notes ) — ) — Fair value measurement at reporting date using Description Fair value Quoted Prices in Active Significant Other Significant RMB RMB RMB RMB Assets: Cash equivalents Time deposits — — Money market funds — — Restricted cash — — Short-term investments — — Time deposits — — Wealth management products — — Investment securities Listed equity securities — — Total assets — Liabilities: Unsecured senior notes ) — ) — |
Schedule of carrying amount and fair value of available-for-sale securities | Cost Gross Gross Provision Fair RMB RMB RMB RMB RMB December 31, 2016 ) ) December 31, 2017 ) ) |
JD Finance reorganization (Tabl
JD Finance reorganization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
JD Finance reorganization | |
Schedule of assets, liabilities, redeemable non-controlling interests, results of operations and Cash flows of discontinued operations | As of December 31, 2016 RMB ASSETS Current assets Cash and cash equivalents Restricted cash Accounts receivable, net Advance to suppliers Loan receivables, net Other investments (*) Other current assets Elimination adjustments (**) ) Total current assets held for sale Non-current assets Other investments (*) Other non-current assets Elimination adjustments (**) ) Total non-current assets held for sale Total assets held for sale Current liabilities Short-term borrowings Nonrecourse securitization debt Other current liabilities Total current liabilities held for sale Non-current liabilities Nonrecourse securitization debt Other non-current liabilities Total non-current liabilities held for sale Total liabilities held for sale Redeemable non-controlling interests held for sale (*) Other investments represent various financial products with variable interest rates or principal non-guaranteed purchased by JD Finance from financial institutions, which are referred to as the issuers, such as commercial banks, insurance companies and trust companies. The underlying assets of the financial products mainly include debt securities, equity securities and loan receivables, and the interest generated from the financial products depends on the performance of the underlying assets. The issuers of these products generally attempt to maintain a relatively fixed “expected” interest rate throughout the terms of such structured products. The financial products are used by JD Finance as underlying assets in designing new financial products that it will in turn offer to third-party investors. These redesigned financial products to be resold to third-party investors have relatively lower yield rates such that JD Finance will earn yield differentials. (**) The intra-group transactions should be eliminated in full as normal. As the Group will continue provide the financial support to JD Finance, therefore, the elimination entries were recorded in discontinued operations/held for sales assets/liabilities. For the year ended December 31, 2015 2016 2017 (***) RMB RMB RMB Net revenues Operating expenses ) ) ) Income/(Loss) from operations of discontinued operations ) ) Other expenses ) ) ) Income/(Loss) from discontinued operations before tax ) ) Income tax expenses ) ) ) Net income/(loss) from discontinued operations, net of tax ) ) Net loss from discontinued operations attributable to non-controlling interests shareholders — ) ) Net income from discontinued operations attributable to mezzanine classified non-controlling interests shareholders — Net loss from discontinued operations attributable to ordinary shareholders ) ) ) For the year ended December 31, 2015 2016 2017 (***) RMB RMB RMB Net cash used in discontinued operating activities ) ) ) Net cash provided by/(used in) discontinued investing activities ) ) Net cash provided by discontinued financing activities (***) Included financial results of discontinued operations from January 1, 2017 to June 30, 2017. |
Investment in equity investees
Investment in equity investees (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of condensed financial information of the Group's equity investments | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Operating data: Revenue Gross profit Loss from operations ) ) ) Net loss ) ) ) Net loss attributable to shareholder ) ) ) As of December 31, 2015 2016 2017 RMB RMB RMB Balance sheet data: Current assets Non-current assets Current liabilities Non-current liabilities Redeemable stock — Non-controlling interests |
Yonghui Group | |
Schedule of investment accounted for using equity method | As of As of As of RMB RMB RMB Carrying value of investment in Yonghui Proportionate share of Yonghui’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Yonghui’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill Amortizable intangible assets (*) Deferred tax liabilities ) ) ) Cumulative gains/(losses) in equity interest in Yonghui — ) (*) Weighted average life of the intangible assets not included in Yonghui’s consolidated financial statements was 17 years. |
Schedule of condensed financial information of the Group's equity investments | During the period For the year RMB RMB Revenue Gross profit Income from operations Net income Net income attributable to shareholder Percentage of ownership in Yonghui % % Proportionate share of Yonghui’s net income, before basis adjustments Basis adjustments ) ) Proportionate share of Yonghui’s net income ) |
Bitauto Group | |
Schedule of investment accounted for using equity method | As of As of As of RMB RMB RMB Carrying value of investment in Bitauto (*) Proportionate share of Bitauto’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Bitauto’s net tangible and intangible assets ) ) The excess of carrying value has been primarily assigned to: Goodwill (*) — — Amortizable intangible assets (**) ) ) Deferred tax liabilities ) — — ) ) Cumulative losses in equity interest in Bitauto — ) ) (*) In the fourth quarter of 2015 and 2016, the Group conducted an impairment assessment on its investment in Bitauto considering the duration and severity of the decline of Bitauto’s stock price after the investment, as well as the financial condition, operating performance and the prospects of Bitauto, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded a charge of RMB2,585,641 and RMB672,886 to write down the carrying value of its investment in Bitauto to the fair value, based on quoted closing price of Bitauto’s stock as of December 31, 2015 and 2016, respectively. (**) Weighted average life of the intangible assets not included in Bitauto’s consolidated financial statements was 4 years. |
Dada Group | |
Schedule of the estimated fair value of the assets/investments received | As of RMB Assets/investments received by the Group Dada’s ordinary shares Dada’s preferred shares Warrant to purchase Dada’s preferred shares |
Schedule of investment accounted for using equity method | As of As of As of RMB RMB RMB Carrying value of investment in Dada’s ordinary shares Proportionate share of Dada’s net tangible and intangible assets ) ) Excess of carrying value of the investment over proportionate share of Dada’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill Amortizable intangible assets (*) Deferred tax liabilities ) ) ) Cumulative losses in equity interest in Dada — ) ) (*) Weighted average life of the intangible assets not included in Dada’s consolidated financial statements was 8 years. |
Tuniu Group | |
Schedule of investment accounted for using equity method | As of As of As of RMB RMB RMB Carrying value of investment in Tuniu (*) Proportionate share of Tuniu’s net tangible and intangible assets Excess of carrying value of the investment over proportionate share of Tuniu’s net tangible and intangible assets The excess of carrying value has been primarily assigned to: Goodwill (*) Amortizable intangible assets (**) Deferred tax liabilities ) ) ) Cumulative losses in equity interest in Tuniu — ) ) (*) In the second quarter of 2016, the Group conducted an impairment assessment on its investment in Tuniu considering the duration and severity of the decline of Tuniu’s stock price after the investment, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded a charge of RMB721,501 to write down the carrying value of its investment in Tuniu to its then fair value of RMB1,454,578, based on quoted closing price of Tuniu as of June 30, 2016. (**) Weighted average life of the intangible assets not included in Tuniu’s financial statements was 7 years. |
Yixin | |
Schedule of investment accounted for using equity method | As of November 16, RMB Carrying value of investment in Yixin Proportionate share of Yixin’s net tangible and intangible assets Total negative basis difference ) |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Transaction with Tencent | |
Business combination | |
Summary of goodwill and intangible assets | Amount Amortization RMB Strategic Cooperation Agreement 5 Non-compete Agreement 8 Logistic workforce 3 Technology* 5 Domain names and trademark* 10 Advertising customer relationship* 7 Deferred tax liability ) Goodwill* * In November 2015, the Group announced its decision to terminate the consumer-to-consumer (C2C) business of Paipai.com by December 31, 2015 with a transitional period of three months. The shut-down of Paipai.com is to combat the marketing and sales of counterfeit products and to protect the interests of consumers and brands. As a result, the Group decided that the goodwill arisen from the acquisition of the Combined Platform Business was fully impaired and an impairment charge of RMB2,593,420 was recorded in the fourth quarter of 2015. Concurrently, the remaining balance of the intangible assets arisen from the acquisition amounted to RMB156,709 as of December 31, 2015 was also determined to be impaired and the related deferred tax liability of RMB27,796 recorded from the acquisition of the Combined Platform Business was reversed as a tax benefit in the fourth quarter of 2015. |
Transaction with Walmart | |
Business combination | |
Summary of goodwill and intangible assets | Amount RMB Fair value of the Company’s shares issued Amount Amortization RMB Non-compete Agreement 8 YHD marketplace Property, plant and equipment, net Customer relationship 10 Technology 7 Domain names and trademark 20 Goodwill Deferred tax liability ) Total Purchase price |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts receivable, net | |
Schedule of accounts receivable, net | As of December 31, 2016 2017 RMB RMB Online direct sales and online marketplace receivables Advertising receivables Logistics receivables Accounts receivable Allowance for doubtful accounts ) ) Accounts receivable, net |
Schedule of movements in the allowances for doubtful accounts | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Balance at beginning of the year ) ) ) Additions ) — ) Reverse — — Balance at end of the year ) ) ) |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories, net | |
Schedule of Inventories, net | As of December 31, 2016 2017 RMB RMB Products Packing materials and others Inventories Inventory valuation allowance ) ) Inventories, net |
Property, equipment and softw52
Property, equipment and software, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, equipment and software, net | |
Schedule of property, equipment and software, net | As of December 31, 2016 2017 RMB RMB Electronic equipment Office equipment Vehicles Logistic and warehouse equipment Leasehold improvement Software Building and building improvement Total Less: Accumulated depreciation ) ) Net book value |
Land use rights, net (Tables)
Land use rights, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Land use rights, net | |
Schedule of land use rights, net | As of December 31, 2016 2017 RMB RMB Land use rights Less: Accumulated amortization ) ) Net book value |
Schedule of amortization expenses related to the land use rights for future periods | For the year ending December 31, 2018 2019 2020 2021 2022 2023 and RMB RMB RMB RMB RMB RMB Amortization expenses |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible assets, net | |
Schedule of intangible assets, net | As of December 31, 2016 Weighted- Gross Accumulated Impairment Net Year RMB RMB RMB RMB Strategic Cooperation ) — Non-compete ) — Technology ) ) Domain names and trademark ) ) Others ) ) Total ) ) As of December 31, 2017 Weighted- Gross Accumulated Impairment Net Year RMB RMB RMB RMB Strategic Cooperation ) — Non-compete ) — Technology ) ) Domain names and trademark ) ) Others ) ) Total ) ) |
Schedule of amortization expenses related to the intangible assets for future periods | For the year ending December 31, 2018 2019 2020 2021 2022 2023 and RMB RMB RMB RMB RMB RMB Amortization expenses |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill | |
Schedule of changes in the carrying amount of goodwill | JD Mall New Businesses Total RMB RMB RMB Balance as of December 31, 2014 Goodwill Accumulated impairment loss — — — Transaction in 2015 Impairment — ) ) Balance as of December 31, 2015 Goodwill Accumulated impairment loss — ) ) — Transaction in 2016 Additions — Balance as of December 31, 2016 Goodwill Accumulated impairment loss — ) ) — Transaction in 2017 Additions — Balance as of December 31, 2017 Goodwill Accumulated impairment loss — ) ) — |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts payable | |
Schedule of accounts payable | As of December 31, 2016 2017 RMB RMB Vendor payable Shipping charges payable and others Total |
Accrued expenses and other cu57
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2016 2017 RMB RMB Salary and welfare payables Deposits Payable related to employees’ exercise of share-based awards Rental fee payables Professional fee accruals Others Total |
Unsecured senior notes (Tables)
Unsecured senior notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Unsecured senior notes | |
Schedule of unsecured senior notes | Amounts Effective RMB US$500,000 3.125% notes due 2021 % US$500,000 3.875% notes due 2026 % Carrying value Unamortized discount and debt issuance costs Total principal amounts of unsecured senior notes |
Interest income and interest 59
Interest income and interest expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Interest income and interest expense | |
Schedule of interest income and interest expense | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Interest income: Interest income in relation to nonrecourse securitization debt charged to JD Finance Interest income in relation to loans provided to JD Finance Interest income in relation to bank deposits, wealth management products and others Total Interest expense: Interest expense in relation to nonrecourse securitization debt ) ) ) Others ) ) ) Total ) ) ) |
Others, net (Tables)
Others, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Others, net | |
Schedule of others non-operating income (expense), net | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Foreign exchange gains/(losses), net ) ) Government financial incentives Impairment of investments ) ) ) Gain from business and investment disposals Others Total ) |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Taxation | |
Schedule of components of income/(loss) before tax | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Income/(loss) before tax Income/(loss) from China operations ) Loss from non-China operations ) ) ) Total income/(loss) before tax ) ) Income tax benefits/(expenses) applicable to China operations Current income tax expenses ) ) ) Deferred tax benefits Subtotal income tax benefits/(expenses) applicable to China operations ) ) Total income tax benefits/(expenses) ) ) |
Schedule of reconciliation of the differences between statutory income tax rate and the effective income tax rate | For the year ended December 31, 2015 2016 2017 Statutory income tax rate % % % Tax effect of preferential tax treatments % % -942.7 % Tax effect of tax-exempt entities -13.5 % -36.1 % % Effect on tax rates in different tax jurisdiction -0.3 % -3.6 % % Tax effect of non-deductible expenses -10.8 % -28.1 % % Tax effect of non-taxable income % % -14.0 % Changes in valuation allowance -0.9 % -11.4 % -120.8 % Expiration of loss carry forwards -0.5 % % % Effective tax rates % -8.8 % % |
Summary of income tax holiday | For the year ended December 31, 2015 2016 2017 Tax holiday effect Effect of tax holiday on basic net loss per share Effect of tax holiday on diluted net loss per share |
Schedule of deferred tax assets and deferred tax liabilities | As of December 31, 2016 2017 RMB RMB Deferred tax assets - Allowance for doubtful accounts - Deferred revenues - Net operating loss carry forwards Less: valuation allowance ) ) Net deferred tax assets — Deferred tax liabilities - Intangible assets arisen from business combination Total deferred tax liabilities |
Schedule of movement of valuation allowance | As of December 31, 2015 2016 2017 RMB RMB RMB Balance at beginning of the period Additions Reversals ) ) ) Balance at end of the period |
Other comprehensive income_(l62
Other comprehensive income/(loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other comprehensive income/(loss) | |
Schedule of changes in the composition of accumulated other comprehensive income/(loss) | Foreign currency Net unrealized Total RMB RMB RMB Balances as of December 31, 2014 ) ) Other comprehensive income/(loss) ) Balances as of December 31, 2015 Other comprehensive income Balances as of December 31, 2016 Other comprehensive income/(loss) ) Balances as of December 31, 2017 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Founder | |
Share-based compensation | |
Schedule of assumptions used to calculate estimated fair value of each option grant | 2015 Expected volatility 36%~38% Risk-free interest rate (per annum) 2.74%~2.79% Exercise multiples Expected dividend yield — Expected term (in years) Fair value of the underlying shares on the date of option grants (US$) 16.70~16.93 |
Vesting Based On Service | Employee and non-employee | |
Share-based compensation | |
Schedule of RSUs activity | Number of RSUs Weighted-Average Unvested at January 1, 2015 Granted Vested ) Forfeited ) Unvested at December 31, 2015 Granted Vested ) Forfeited ) Unvested at December 31, 2016 Granted Vested ) Forfeited ) Unvested at December 31, 2017 |
Schedule of service-based share options activity | Share options Number of share Weighted Weighted Aggregate US$ Year US$ Outstanding as of January 1, 2015 8.5 Granted Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2015 8.1 Granted — Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2016 7.3 Granted — Exercised ) Forfeited or cancelled ) Expired — Outstanding as of December 31, 2017 6.2 Vested and expected to vest as of December 31, 2017 6.2 Exercisable as of December 31, 2017 5.9 |
Schedule of assumptions used to calculate estimated fair value of each option grant | 2015 Expected volatility 33%~50% Risk-free interest rate (per annum) 2.17%~2.65% Exercise multiples 2.0~2.8 Expected dividend yield — Expected term (in years) Fair value of the underlying shares on the date of option grants (US$) 11.57~14.69 |
Vesting Based On Performance | Employee and non-employee | |
Share-based compensation | |
Schedule of RSUs activity | Number of RSUs Weighted-Average Unvested at January 1, 2015 Granted — — Vested ) Forfeited ) Unvested at December 31, 2015 Granted — — Vested ) Forfeited ) Unvested at December 31, 2016 Granted — — Vested ) Forfeited — — Unvested at December 31, 2017 |
Net income_(loss) per share (Ta
Net income/(loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net income/(loss) per share | |
Schedule of basic and diluted net income/(loss) per share | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Numerator: Net income/(loss) from continuing operations attributable to ordinary shareholders ) ) Net loss from discontinued operations attributable to ordinary shareholders ) ) ) Net loss attributable to ordinary shareholders ) ) ) Denominator: Weighted average number of shares — basic Adjustments for dilutive options and RSUs — — Weighted average number of shares — diluted Basic net income/(loss) per share from continuing operations attributable to ordinary shareholders ) ) Basic net loss per share from discontinued operations attributable to ordinary shareholders ) ) ) Basic net loss per share attributable to ordinary shareholders ) ) ) Diluted net income/(loss) per share from continuing operations attributable to ordinary shareholders ) ) Diluted net loss per share from discontinued operations attributable to ordinary shareholders ) ) ) Diluted net loss per share attributable to ordinary shareholders ) ) ) |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related party transactions | |
Schedule of the major related parties and their relationships with the Group | Name of related parties Relationship with the Group Tencent and its subsidiaries (“Tencent Group”) A shareholder of the Group Shanghai Icson and its subsidiaries (“Shanghai Icson Group”) An investee of the Group and has been fully acquired since April 2016 Lexin and its subsidiaries (“Lexin Group”) An investee of the Group Bitauto and its subsidiaries (“Bitauto Group”) An investee of the Group Tuniu and its subsidiaries (“Tuniu Group”) An investee of the Group Dada and its subsidiaries (“Dada Group”) An investee of the Group JD Finance An entity and its subsidiaries controlled by the Founder Yixin and its subsidiaries (“Yixin Group”) An investee of the Group |
Schedule of the major related party transactions | For the year ended December 31, Transactions 2015 2016 2017 RMB RMB RMB Revenues: Services and sales of goods to Lexin Group Commission service revenue from cooperation on advertising business with Tencent Group Services to Tencent Group Services and sales of goods to Dada Group — Services to Shanghai Icson Group — — Traffic support, marketing and promotion services provided to Bitauto Group Traffic support, marketing and promotion services provided to Tuniu Group Traffic support, marketing and promotion services provided to Dada Group — Services and sales of goods to JD Finance Traffic support, marketing and promotion services provided to JD Finance Operating expenses: Services and purchases from Shanghai Icson Group — Services and purchases from Tencent Group Services from Dada Group — Payment and other services from JD Finance Other income: Income from non-compete agreement with Dada Group — Interest income from loans provided to JD Finance |
Schedule of the major related party balances | As of December 31, 2016 2017 RMB RMB Due from Tencent Group Due from Lexin Group — Due from Dada Group — Due from JD Finance Total Due to Tencent Group ) — Due to Lexin Group — ) Due to Tuniu Group ) ) Due to Dada Group — ) Total ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Bitauto Group ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Tuniu Group ) ) Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group ) ) Total ) ) Other liabilities in relation to non-compete obligation to Dada Group ) ) Total ) ) |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment reporting | |
Schedule of the Group's operating segment results | For the year ended December 31, 2015 2016 2017 RMB RMB RMB Net revenues: JD Mall New businesses Inter-segment* ) ) ) Total segment net revenues Unallocated items** Total consolidated net revenues Operating income/(loss): JD Mall New businesses ) ) ) Total segment operating income/(loss) ) Unallocated items ** ) ) ) Total consolidated operating loss ) ) ) Total other income/(expense) ) ) Income/(loss) before tax ) ) (*) The inter-segment eliminations mainly consisted of services provided by JD Mall to overseas business, and services provided by JD Logistics to the vendors of JD Mall, which were recorded as a deduction of cost of revenues at the consolidated level. (**) Unallocated items include revenue from business cooperation arrangements with equity investees, share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, and impairment of goodwill and intangible assets, which are not allocated to segments. |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and contingencies | |
Schedule of future minimum lease payments under non-cancelable operating lease agreements | Office and Bandwidth Total RMB RMB RMB 2018 2019 2020 2021 2022 2023 and Thereafter |
Parent company only condensed68
Parent company only condensed financial information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Parent company only condensed financial information | |
Condensed Balance Sheets | As of December 31, 2016 2017 RMB RMB US$ Note 2(g) ASSETS Current assets: Cash and cash equivalents Prepayments and other current assets Amount due from related parties Total current assets Non-current assets: Investment in equity investees — Investments in subsidiaries and VIEs Investment securities Intangible assets, net Total non-current assets Total assets LIABILITIES Current liabilities: Accrued expenses and other liabilities Total current liabilities Non-current liabilities: Unsecured senior notes Total non-current liabilities Total liabilities SHAREHOLDERS’ EQUITY: Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,467,134,904 Class A ordinary shares issued and 2,384,954,010 outstanding, 471,573,995 Class B ordinary shares issued and 451,490,387 outstanding as of December 31, 2016; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017) Additional paid-in capital Statutory reserves Treasury stock ) ) ) Accumulated deficit ) ) ) Accumulated other comprehensive income Total shareholders’ equity Total liabilities and shareholders’ equity |
Condensed Statements of Operations and Comprehensive Loss | For the year ended December 31, 2015 2016 2017 RMB RMB RMB US$ Operating expenses Marketing ) ) ) ) General and administrative ) ) ) ) Loss from operations ) ) ) ) Share of income/(loss) of subsidiaries, consolidated VIEs and VIEs’ subsidiaries ) ) Interest income Interest expense — ) ) ) Others, net ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Net loss ) ) ) ) Other comprehensive income: Foreign currency translation adjustments ) ) Net change in unrealized gains/(losses) on available-for-sale securities: Unrealized gains/(losses), nil of tax ) ) Reclassification adjustment for (gains)/losses recorded in net income, nil of tax ) ) Net unrealized gains/(losses) on available-for-sale securities ) Total other comprehensive income Total comprehensive income/(loss) ) ) |
Condensed Statements of Cash Flows | For the year ended December 31, 2015 2016 2017 RMB RMB RMB US$ Net cash provided by/(used in) operating activities ) ) ) Cash flows from investing activities: Maturity of short-term investments — — — Purchases of investment securities ) — — — Cash received from disposal of investment securities — — — Receipts from / (prepayments and investments in) subsidiaries, consolidated VIEs and VIEs’ subsidiaries ) ) Prepayments and investments in equity investees — — ) ) Loans provided to JD Finance ) ) ) ) Net cash provided by/(used in) investing activities ) Cash flows from financing activities: Repurchase of ordinary shares — ) — — Purchase of capped call options — ) — — Proceeds from settlement of capped call options — Proceeds from issuance of ordinary shares pursuant to stock plans Proceeds from unsecured senior notes, net of discount and debt issuance costs — — — Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents ) ) ) Net increase/(decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Principal activities and orga69
Principal activities and organization (Details) | Dec. 31, 2017 |
Jingdong Century | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jiangsu Jingdong Information Technology Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Shanghai Shengdayuan | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Express) Hong Kong Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Technology Group Corporation | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Logistics Group Corporation | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Express Group Corporation | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Trade) Hong Kong Co., Ltd | |
Organization | |
Equity interest held (as a percent) | 100.00% |
JD.com International Limited | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Beijing Jingdong Shangke Information Technology Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Tianjin Star East Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
JD.com E-Commerce (Investment) Hong Kong Corporation Limited | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Chongqing Haijia | |
Organization | |
Equity interest held (as a percent) | 100.00% |
JD.com Investment Limited | |
Organization | |
Equity interest held (as a percent) | 100.00% |
JD.com International (Singapore) Pte. Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Xi'an Jingxundi | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Principal activities and orga70
Principal activities and organization (Details 2) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2016CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017CNY (¥) | |
VIEs and VIEs' subsidiaries | ||||||
Total assets | $ 28,288,732 | ¥ 160,373,518,000 | ¥ 184,054,966,000 | |||
Total liabilities | 20,236,735 | 119,153,735,000 | 131,666,263,000 | |||
Total net revenues | 55,689,371 | ¥ 362,331,754,000 | 258,289,947,000 | ¥ 181,042,300,000 | ||
Net cash provided by/(used in) operating activities | 3,814,960 | 24,821,273,000 | 8,767,017,000 | 1,696,322,000 | ||
Net cash used in investing activities | (5,763,351) | (37,498,092,000) | (48,268,577,000) | (5,790,525,000) | ||
Net cash provided by financing activities | 2,956,363 | 19,234,985,000 | 40,699,471,000 | 4,700,273,000 | ||
Net increase/(decrease) in cash and cash equivalents | 909,370 | 5,916,632,000 | 1,907,827,000 | 949,217,000 | ||
Cash and cash equivalents at beginning of year | ¥ 17,863,868,000 | 3,038,854 | 19,771,695,000 | 17,863,868,000 | 16,914,651,000 | |
Cash and cash equivalents at end of year | 3,948,224 | 25,688,327,000 | 19,771,695,000 | 17,863,868,000 | ||
Redemption value accretion of the mezzanine equity | 281,021,000 | 444,657,000 | 0 | |||
Registered capitals and PRC statutory reserves of the Group's consolidated VIEs | 58 | 377,000 | 377,000 | |||
Total shareholders' deficit of the Group's VIEs and VIEs' subsidiaries | $ (3,417,397) | (21,860,345,000) | (22,234,609,000) | |||
VIEs and their subsidiaries | ||||||
VIEs and VIEs' subsidiaries | ||||||
Total assets | 6,729,295,000 | 19,281,227,000 | ||||
Total liabilities | 6,978,241,000 | 19,547,831,000 | ||||
Total net revenues | 15,926,297,000 | 4,338,450,000 | 3,100,744,000 | |||
Net loss | (115,318,000) | (8,366,000) | (214,011,000) | |||
Net cash provided by/(used in) operating activities | 1,188,220,000 | 118,007,000 | (445,200,000) | |||
Net cash used in investing activities | (10,117,516,000) | (4,708,901,000) | (58,135,000) | |||
Net cash provided by financing activities | 9,626,497,000 | 4,499,914,000 | 518,019,000 | |||
Net increase/(decrease) in cash and cash equivalents | 697,201,000 | (90,980,000) | 14,684,000 | |||
Cash and cash equivalents at beginning of year | 112,939,000 | 21,959,000 | 112,939,000 | 98,255,000 | ||
Cash and cash equivalents at end of year | ¥ 719,160,000 | 21,959,000 | ¥ 112,939,000 | |||
Asset in the Group's VIEs and VIEs' subsidiaries that can be used only to settle their obligations except for registered capitals | 0 | |||||
Registered capitals and PRC statutory reserves of the Group's consolidated VIEs | 1,035,877,000 | |||||
Total shareholders' deficit of the Group's VIEs and VIEs' subsidiaries | ¥ 248,946,000 | ¥ 266,604,000 | ||||
JD Finance | ||||||
VIEs and VIEs' subsidiaries | ||||||
Ordinary shares with preferential rights issued | ¥ 6,650,000,000 |
Summary of significant accoun71
Summary of significant accounting policies (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 29, 2017 | |
Foreign currency translation | ||||||
Total exchange gains/(losses) | $ 32,812 | ¥ 213,482,000 | ¥ (143,125,000) | ¥ (56,992,000) | ||
Total foreign currency translation adjustments gains/(losses) | (126,347) | (822,052,000) | 943,616,000 | 954,787,000 | ||
Convenience translation | ||||||
Convenience translation rate (RMB to USD) | 6.5063 | |||||
Loan receivables, net | ||||||
Provision for the doubtful loan receivables | ¥ 0 | 0 | ||||
Construction in progress | ||||||
Amount of construction in progress | $ 491,296 | 1,992,123,000 | ¥ 3,196,516,000 | |||
Reclassifications | ||||||
Reclassifications | ||||||
Fulfillment expenses reclassified to cost of revenues | 2,560,688,000 | 1,663,959,000 | ||||
Other non-current assets | ||||||
Loan receivables, net | ||||||
Loan receivables | 173,930,000 | ¥ 243,624,000 | ||||
Minimum | ||||||
Loan receivables, net | ||||||
Loan periods extended range | 1 month | 1 month | ||||
Maximum | ||||||
Loan receivables, net | ||||||
Loan periods extended range | 24 months | 24 months | ||||
Office equipment | Minimum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 3 years | 3 years | ||||
Office equipment | Maximum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 4 years | 4 years | ||||
Office equipment | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 5 years | 5 years | ||||
Vehicles | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 5 years | 5 years | ||||
Logistic and warehouse equipment | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 5 years | 5 years | ||||
Leasehold improvement | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | Over the shorter of the expected life of leasehold improvements or the lease term | Over the shorter of the expected life of leasehold improvements or the lease term | ||||
Software | Minimum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 3 years | 3 years | ||||
Software | Maximum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 5 years | 5 years | ||||
Building | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 40 years | 40 years | ||||
Building improvement | Minimum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 5 years | 5 years | ||||
Building improvement | Maximum | ||||||
Property, equipment and software, net | ||||||
Estimated useful Lives (in Years) | 10 years | 10 years | ||||
Others, net | ||||||
Foreign currency translation | ||||||
Total exchange gains/(losses) | ¥ 213,482,000 | ¥ (143,125,000) | ¥ (56,992,000) |
Summary of significant accoun72
Summary of significant accounting policies (Details 2) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Accounts receivable, net | |||
Allowance for doubtful accounts | ¥ 16,988,000 | ¥ 11,525,000 | |
Nonrecourse securitization debt | |||
Consumer credit receivables financial assets derecognized | 8,000,000,000 | ||
Proceeds from financial assets sold and derecognized through sales type arrangements | 8,000,000,000 | ¥ 0 | ¥ 0 |
Accounts receivables | |||
Nonrecourse securitization debt | |||
Collateralized amount | 11,701,973,000 | 10,745,565,000 | |
Consumer credit receivables financial assets derecognized | 5,693,223,000 | ||
Loans | |||
Nonrecourse securitization debt | |||
Collateralized amount | 4,512,764,000 | ¥ 2,756,762,000 | |
Consumer credit receivables financial assets derecognized | ¥ 2,306,777,000 | ||
Nonrecourse securitization debt | |||
Nonrecourse securitization debt | |||
Weighted average interest rate | 5.33% | 4.49% | |
Minimum | |||
Land use rights, net | |||
Estimated useful lives (in years) | 34 years | ||
Maximum | |||
Land use rights, net | |||
Estimated useful lives (in years) | 70 years | ||
JD Baitiao | Accounts receivables | |||
Accounts receivable, net | |||
Allowance for doubtful accounts | ¥ 0 | ||
Strategic Cooperation Agreement | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 5 years | ||
Non-compete Agreement | Minimum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 5 years | ||
Non-compete Agreement | Maximum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 8 years | ||
Technology | Minimum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 2 years | ||
Technology | Maximum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 7 years | ||
Domain names and trademark | Minimum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 5 years | ||
Domain names and trademark | Maximum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 20 years | ||
Others | Minimum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 2 years | ||
Others | Maximum | |||
Intangible assets, net | |||
Estimated useful lives (in years) | 10 years |
Summary of significant accoun73
Summary of significant accounting policies (Details 3) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017USD ($)segmentleaseitem | Dec. 31, 2017CNY (¥)segmentleaseitem | Dec. 31, 2016CNY (¥)segmentlease | Dec. 31, 2015CNY (¥)lease | Jan. 01, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Revenue | ||||||
Net product revenues (formerly known as online direct sales) | $ 51,000,478 | ¥ 331,824,410,000 | ¥ 237,943,632,000 | ¥ 167,936,020,000 | ||
Customer incentives and loyalty programs | ||||||
Types of discounted coupons | item | 2 | 2 | ||||
Fulfillment | ||||||
Shipping cost | ¥ 12,691,013,000 | 9,329,269,000 | 5,866,294,000 | |||
Marketing | ||||||
Advertising costs | ¥ 12,375,922,000 | ¥ 7,789,906,000 | ¥ 5,282,375,000 | |||
Lease | ||||||
Number of capital leases | lease | 0 | 0 | 0 | 0 | ||
Segment reporting | ||||||
Number of reportable segments | segment | 2 | 2 | 1 | |||
Statutory reserves | ||||||
Appropriations of statutory reserves | ¥ 503,028,000 | ¥ 77,378,000 | ¥ 40,551,000 | |||
Appropriations to other reserve funds | ¥ 0 | 0 | 0 | |||
Recent accounting pronouncements | ||||||
Restricted cash | $ 631,728 | 2,293,640,000 | ¥ 4,110,210,000 | |||
ASU 2014-09 | Forecast | ||||||
Recent accounting pronouncements | ||||||
Impact of cumulative adjustment | ¥ 300,000,000 | |||||
ASU 2016-18 | ||||||
Recent accounting pronouncements | ||||||
Restricted cash | 2,293,640,000 | ¥ 4,110,210,000 | ||||
ASU 2016-01 | Forecast | ||||||
Recent accounting pronouncements | ||||||
Equity securities reclassified into retained earnings | ¥ 1,200,000,000 | |||||
PRC | General reserve fund | Foreign invested enterprise | ||||||
Statutory reserves | ||||||
Minimum portion of after tax profit to be allocated to general reserve under PRC law (as a percentage) | 10.00% | 10.00% | ||||
Maximum percentage of statutory general reserve related to entity's registered capital | 50.00% | 50.00% | ||||
PRC | Statutory surplus reserve | Domestic enterprise | ||||||
Statutory reserves | ||||||
Minimum portion of after tax profit to be allocated to statutory surplus under PRC law (as a percentage) | 10.00% | 10.00% | ||||
Maximum percentage of statutory surplus reserve related to entity's registered capital | 50.00% | 50.00% | ||||
Electronics and home appliance products | ||||||
Revenue | ||||||
Net product revenues (formerly known as online direct sales) | ¥ 236,268,621,000 | 179,821,655,000 | 134,519,246,000 | |||
General merchandise products | ||||||
Revenue | ||||||
Net product revenues (formerly known as online direct sales) | ¥ 95,555,789,000 | ¥ 58,121,977,000 | ¥ 33,416,774,000 |
Concentration and risks (Detail
Concentration and risks (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2008 | |
Concentration and risks | |||
Foreign currency exchange appreciation (depreciation) rate | 6.30% | (7.20%) | |
Minimum | |||
Concentration and risks | |||
Foreign currency exchange appreciation (depreciation) rate | 20.00% | ||
Currency convertibility risk | |||
Concentration and risks | |||
Cash and cash equivalents, restricted cash and short-term investments | ¥ 27,566,040 | ¥ 9,944,039 |
Restricted cash and restricte75
Restricted cash and restricted time deposit (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Restricted cash and restricted time deposit | |||
Restricted cash | $ 631,728 | ¥ 4,110,210 | ¥ 2,293,640 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - CNY (¥) ¥ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Restricted cash | ¥ 4,110,210 | ¥ 2,293,640 |
Total assets | 29,174,707 | 14,374,173 |
Liabilities: | ||
Unsecured senior notes | (6,527,960) | (6,750,950) |
Time deposits | ||
Assets | ||
Short-term investments | 5,098 | 3,512,000 |
Wealth management products | ||
Assets | ||
Short-term investments | 8,582,754 | 3,036,001 |
Available for sale securities | ||
Assets | ||
Investment securities | 10,027,813 | 1,059,632 |
Time deposits | ||
Assets | ||
Cash equivalents | 5,076,650 | 4,472,900 |
Money market fund | ||
Assets | ||
Cash equivalents | 1,372,182 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total assets | 11,399,995 | 1,059,632 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Available for sale securities | ||
Assets | ||
Investment securities | 10,027,813 | 1,059,632 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market fund | ||
Assets | ||
Cash equivalents | 1,372,182 | |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Restricted cash | 4,110,210 | 2,293,640 |
Total assets | 17,774,712 | 13,314,541 |
Liabilities: | ||
Unsecured senior notes | (6,527,960) | (6,750,950) |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets | ||
Short-term investments | 5,098 | 3,512,000 |
Significant Other Observable Inputs (Level 2) | Wealth management products | ||
Assets | ||
Short-term investments | 8,582,754 | 3,036,001 |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets | ||
Cash equivalents | ¥ 5,076,650 | ¥ 4,472,900 |
Fair value measurement - Short-
Fair value measurement - Short-term investments(Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Short-term investments | |||
Gross unrealized gains | ¥ 1,476,834,000 | ¥ 116,434,000 | |
Wealth management products | |||
Short-term investments | |||
Gross unrealized gains | 23,755,000 | 18,001,000 | |
Impairment charges | ¥ 0 | ¥ 0 | ¥ 0 |
Fair value measurement - Invest
Fair value measurement - Investment securities (Details) ¥ in Thousands, $ in Thousands | Dec. 20, 2017CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) |
Investment securities | |||||
Cost Basis | ¥ 9,087,935 | ¥ 1,181,710 | |||
Gross Unrealized Gains | 1,476,834 | 116,434 | |||
Gross Unrealized Losses | (513,047) | (37,551) | |||
Provision for decline in value | (23,909) | (200,961) | |||
Fair Value | 10,027,813 | 1,059,632 | |||
Impairment charges of available-for-sale investments | 23,909 | ¥ 200,961 | |||
BlueFocus | |||||
Investment securities | |||||
Percentage of outstanding ordinary shares subscribed or held | 0.80% | ||||
Total consideration for the investment | ¥ 200,000 | ||||
Lexin Group | |||||
Investment securities | |||||
Gross Unrealized Gains | 1,109,481 | ||||
Fair Value | 1,357,229 | ||||
Total consideration for the investment | ¥ 29,730 | $ 33,000 | |||
China Unicom | |||||
Investment securities | |||||
Gross Unrealized Losses | ¥ (366,032) | ||||
Percentage of outstanding ordinary shares subscribed or held | 2.40% | ||||
Total consideration for the investment | ¥ 5,000,000 | ||||
Vipshop | |||||
Investment securities | |||||
Gross Unrealized Losses | ¥ (37,064) | ||||
Percentage of outstanding ordinary shares subscribed or held | 5.50% | ||||
Total consideration for the investment | ¥ 2,794,547 | ||||
RMB | Lexin Group | |||||
Investment securities | |||||
Total consideration for the investment | ¥ 218,018 | ||||
Others, net | |||||
Investment securities | |||||
Impairment losses related to cost method investments | 59,987 | 341,984 | ¥ 285,051 | ||
Others, net | Nonrecurring basis | Significant Unobservable Inputs (Level 3) | |||||
Investment securities | |||||
Impairment losses related to cost method investments | ¥ 59,987 | ¥ 341,984 | ¥ 285,051 |
JD Finance reorganization (Deta
JD Finance reorganization (Details) - Held-for-sale - JD Finance ¥ in Thousands | 6 Months Ended |
Jun. 30, 2017CNY (¥) | |
JD Finance reorganization | |
Percentage of equity stake disposed | 68.60% |
Amount raised | ¥ 14,300,000 |
Percentage of profit sharing right | 40.00% |
Percentage of equity interest can be converted from profit sharing right | 40.00% |
Gain from the disposal of discontinued operations | ¥ 14,193,481 |
JD Finance reorganization (De80
JD Finance reorganization (Details 2) - CNY (¥) ¥ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | ¥ 4,204,659 | ¥ 3,881,475 |
Total current assets held for sale | 22,154,494 | |
Non-current assets | ||
Total non-current assets held for sale | 7,332,411 | |
Current liabilities | ||
Total current liabilities held for sale | 23,757,402 | |
Non-current liabilities | ||
Total non-current liabilities held for sale | 1,811,612 | |
Redeemable non-controlling interests held for sale | 7,056,921 | |
JD Finance | Held-for-sale | ||
Current assets | ||
Cash and cash equivalents | 4,204,659 | |
Restricted cash | 2,098,315 | |
Accounts receivable, net | 1,323,401 | |
Advance to suppliers | 1,166,619 | |
Loan receivables, net | 8,681,592 | |
Other investments | 10,766,920 | |
Other current assets | 1,577,213 | |
Elimination adjustments | (7,664,225) | |
Total current assets held for sale | 22,154,494 | |
Non-current assets | ||
Other investments | 6,997,425 | |
Other non-current assets | 2,231,186 | |
Elimination adjustments | (1,896,200) | |
Total non-current assets held for sale | 7,332,411 | |
Total assets held for sale | 29,486,905 | |
Current liabilities | ||
Short-term borrowings | 6,455,031 | |
Nonrecourse securitization debt | 158,112 | |
Other current liabilities | 17,144,259 | |
Total current liabilities held for sale | 23,757,402 | |
Non-current liabilities | ||
Nonrecourse securitization debt | 1,759,238 | |
Other non-current liabilities | 52,374 | |
Total non-current liabilities held for sale | 1,811,612 | |
Total liabilities held for sale | 25,569,014 | |
Redeemable non-controlling interests held for sale | ¥ 7,056,921 |
JD Finance reorganization (De81
JD Finance reorganization (Details 3) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
JD Finance reorganization | ||||
Net income/(loss) from discontinued operations, net of tax | $ 1,063 | ¥ 6,915 | ¥ (1,365,432) | ¥ (1,376,180) |
Net loss from discontinued operations attributable to non-controlling interests shareholders | (773) | (5,030) | (3,743) | |
Net income from discontinued operations attributable to mezzanine classified non-controlling interests shareholders | 43,192 | 281,021 | 444,657 | |
Net loss from discontinued operations attributable to ordinary shareholders | $ (41,356) | (269,076) | (1,806,346) | (1,376,180) |
JD Finance | Held-for-sale | ||||
JD Finance reorganization | ||||
Net revenues | 2,392,903 | 1,831,698 | 233,125 | |
Operating expenses | (2,067,622) | (2,724,942) | (1,346,212) | |
Income/(Loss) from operations of discontinued operations | 325,281 | (893,244) | (1,113,087) | |
Other expenses | (316,245) | (459,079) | (262,709) | |
Income/(Loss) from discontinued operations before tax | 9,036 | (1,352,323) | (1,375,796) | |
Income tax expenses | (2,121) | (13,109) | (384) | |
Net income/(loss) from discontinued operations, net of tax | 6,915 | (1,365,432) | (1,376,180) | |
Net loss from discontinued operations attributable to non-controlling interests shareholders | (5,030) | (3,743) | ||
Net income from discontinued operations attributable to mezzanine classified non-controlling interests shareholders | 281,021 | 444,657 | ||
Net loss from discontinued operations attributable to ordinary shareholders | ¥ (269,076) | ¥ (1,806,346) | ¥ (1,376,180) |
JD Finance reorganization (De82
JD Finance reorganization (Details 4) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
JD Finance reorganization | ||||
Net cash used in discontinued operating activities | $ (382,051) | ¥ (2,485,741) | ¥ (1,226,526) | ¥ (1,341,346) |
Net cash provided by/(used in) discontinued investing activities | (2,424,243) | (15,772,856) | (30,510,335) | 2,018,461 |
Net cash provided by discontinued financing activities | $ 2,160,156 | 14,054,620 | 32,050,146 | 865,542 |
JD Finance | Held-for-sale | ||||
JD Finance reorganization | ||||
Net cash used in discontinued operating activities | (2,485,741) | (1,226,526) | (1,341,346) | |
Net cash provided by/(used in) discontinued investing activities | (15,772,856) | (30,510,335) | 2,018,461 | |
Net cash provided by discontinued financing activities | ¥ 14,054,620 | ¥ 32,050,146 | ¥ 865,542 |
JD Finance reorganization (De83
JD Finance reorganization (Details 5) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
JD Finance | ||
JD Finance reorganization | ||
Maximum exposure to loss | ¥ 12,076,035,000 | ¥ 9,560,426,000 |
Held-for-sale | JD Finance | ||
JD Finance reorganization | ||
Profit sharing payments recognized | ¥ 0 |
Investment in equity investee84
Investment in equity investees (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Cost method investments | ||
Carrying values of cost method investments | ¥ 9,750,726 | ¥ 5,138,973 |
Cost method investments | 6,217,682 | ¥ 2,210,552 |
Top investee one | ||
Cost method investments | ||
Cost method investments | 2,688,954 | |
Top investee two | ||
Cost method investments | ||
Cost method investments | ¥ 1,029,608 |
Investment in equity investee85
Investment in equity investees (Details 2) ¥ / shares in Units, $ in Thousands | May 02, 2017CNY (¥)¥ / shares | Aug. 11, 2016CNY (¥)item | Jun. 17, 2016CNY (¥) | Apr. 26, 2016CNY (¥) | Jan. 21, 2016USD ($) | Jan. 21, 2016CNY (¥) | May 22, 2015CNY (¥)item | Feb. 16, 2015CNY (¥) | Apr. 30, 2016CNY (¥)item | Dec. 31, 2014CNY (¥) | Dec. 31, 2016CNY (¥) | Jun. 30, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Jun. 30, 2015CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 28, 2017USD ($) | Dec. 28, 2017CNY (¥) | Nov. 16, 2017CNY (¥)individual | Aug. 31, 2016USD ($) | Feb. 28, 2015USD ($) |
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | ¥ 9,489,813,000 | ¥ 9,489,813,000 | ¥ 8,800,593,000 | ¥ 9,489,813,000 | ||||||||||||||||||||
Cost method investments | 2,210,552,000 | 2,210,552,000 | 6,217,682,000 | 2,210,552,000 | ||||||||||||||||||||
An aggregate price of new shares issued | 9,592,258,000 | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | 9,489,813,000 | 9,489,813,000 | 8,800,593,000 | 9,489,813,000 | ||||||||||||||||||||
Proportionate share of equity method investees' net income | $ (296,131) | (1,926,720,000) | (2,781,909,000) | ¥ (2,852,677,000) | ||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Revenue | 72,206,753,000 | 37,122,299,000 | 9,937,684,000 | |||||||||||||||||||||
Gross profit | 19,162,739,000 | 4,829,228,000 | 2,935,620,000 | |||||||||||||||||||||
Income/(Loss) from operations | (2,200,140,000) | (3,126,138,000) | (1,592,094,000) | |||||||||||||||||||||
Net income/(loss) | (2,549,137,000) | (3,369,075,000) | (1,572,381,000) | |||||||||||||||||||||
Net income/(loss) attributable to shareholder | (2,977,210,000) | (3,729,119,000) | (1,597,903,000) | |||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||
Current assets | 47,136,935,000 | ¥ 13,606,870,000 | 47,136,935,000 | 78,125,211,000 | 47,136,935,000 | 13,606,870,000 | ||||||||||||||||||
Non-current assets | 26,244,217,000 | 6,838,075,000 | 26,244,217,000 | 62,806,104,000 | 26,244,217,000 | 6,838,075,000 | ||||||||||||||||||
Current liabilities | 27,103,212,000 | 6,518,096,000 | 27,103,212,000 | 58,734,790,000 | 27,103,212,000 | 6,518,096,000 | ||||||||||||||||||
Non-current liabilities | 4,559,231,000 | 146,008,000 | 4,559,231,000 | 16,703,429,000 | 4,559,231,000 | 146,008,000 | ||||||||||||||||||
Redeemable stock | 4,795,473,000 | 4,795,473,000 | 5,877,854,000 | 4,795,473,000 | ||||||||||||||||||||
Non-controlling interests | 4,072,998,000 | 1,714,021,000 | 4,072,998,000 | 717,106,000 | 4,072,998,000 | 1,714,021,000 | ||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
An aggregate price of new shares issued | 19,000 | |||||||||||||||||||||||
Tuniu Group | HNA Tourism Group | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
An aggregate price of new shares issued | $ | $ 500,000 | |||||||||||||||||||||||
Yonghui Group | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | ¥ 4,234,929,000 | ¥ 4,234,845,000 | ¥ 4,234,845,000 | ¥ 4,245,001,000 | ¥ 4,234,845,000 | |||||||||||||||||||
Percentage of the issued and outstanding ordinary shares (in percentage) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Total consideration in cash | ¥ 4,234,929,000 | |||||||||||||||||||||||
Dividend (in RMB per share) | ¥ / shares | ¥ 0.12 | |||||||||||||||||||||||
Dividend received | ¥ 114,845,000 | |||||||||||||||||||||||
Number of board seat held | item | 2 | |||||||||||||||||||||||
Number of board seats | item | 11 | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | ¥ 4,234,929,000 | ¥ 4,234,845,000 | ¥ 4,234,845,000 | ¥ 4,245,001,000 | ¥ 4,234,845,000 | |||||||||||||||||||
Proportionate share of investee's net tangible assets and intangible assets | 1,869,905,000 | 1,877,196,000 | 1,877,196,000 | 1,946,349,000 | 1,877,196,000 | |||||||||||||||||||
Excess of carrying value of the investment over proportionate share of investee's net tangible and intangible assets | 2,365,024,000 | 2,357,649,000 | 2,357,649,000 | 2,298,652,000 | 2,357,649,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to goodwill | 1,270,190,000 | 1,270,190,000 | 1,270,190,000 | 1,270,190,000 | 1,270,190,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to amortizable intangible assets | 1,459,779,000 | 1,449,946,000 | 1,449,946,000 | 1,371,283,000 | 1,449,946,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to deferred tax liabilities | ¥ (364,945,000) | (362,487,000) | (362,487,000) | (342,821,000) | (362,487,000) | |||||||||||||||||||
Cumulative gains/(losses) in equity interest | (84,000) | (84,000) | ¥ 124,917,000 | (84,000) | ||||||||||||||||||||
Weighted average life of the intangible assets | 17 years | 17 years | ||||||||||||||||||||||
Aggregate market values | ¥ 4,699,097,000 | 4,699,097,000 | ¥ 9,666,167,000 | ¥ 4,699,097,000 | ||||||||||||||||||||
Proportionate share of equity method investees' net income | (84,000) | 122,893,000 | ||||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Revenue | 6,248,703,000 | 55,524,229,000 | ||||||||||||||||||||||
Gross profit | 1,230,057,000 | 11,319,620,000 | ||||||||||||||||||||||
Income/(Loss) from operations | 95,453,000 | 2,065,795,000 | ||||||||||||||||||||||
Net income/(loss) | 71,130,000 | 1,721,628,000 | ||||||||||||||||||||||
Net income/(loss) attributable to shareholder | ¥ 72,905,000 | ¥ 1,818,910,000 | ||||||||||||||||||||||
Percentage of ownership | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Proportionate share of net income, before basis adjustments | ¥ 7,291,000 | ¥ 181,891,000 | ||||||||||||||||||||||
Basis adjustments | (7,375,000) | (58,998,000) | ||||||||||||||||||||||
Bitauto Group | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | ¥ 5,496,188,000 | ¥ 2,386,118,000 | 2,386,118,000 | 2,128,409,000 | ¥ 2,386,118,000 | |||||||||||||||||||
Percentage of the issued and outstanding ordinary shares (in percentage) | 26.00% | 25.00% | ||||||||||||||||||||||
Total consideration in resources-Future services | ¥ 3,045,268,000 | |||||||||||||||||||||||
Total consideration in cash | ¥ 328,975,000 | 2,450,920,000 | ||||||||||||||||||||||
Total consideration for equity investment | ¥ 5,496,188,000 | |||||||||||||||||||||||
Total consideration in resources, additional support period from key platform | 5 years | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | ¥ 5,496,188,000 | 2,386,118,000 | 2,386,118,000 | 2,128,409,000 | 2,386,118,000 | |||||||||||||||||||
Proportionate share of investee's net tangible assets and intangible assets | 2,119,109,000 | 2,492,056,000 | 2,492,056,000 | 2,228,925,000 | 2,492,056,000 | |||||||||||||||||||
Excess of carrying value of the investment over proportionate share of investee's net tangible and intangible assets | 3,377,079,000 | (105,938,000) | (105,938,000) | (100,516,000) | (105,938,000) | |||||||||||||||||||
The excess of carrying value has been primarily assigned to goodwill | 2,846,260,000 | |||||||||||||||||||||||
The excess of carrying value has been primarily assigned to amortizable intangible assets | 707,758,000 | (105,938,000) | (105,938,000) | (100,516,000) | (105,938,000) | |||||||||||||||||||
The excess of carrying value has been primarily assigned to deferred tax liabilities | ¥ (176,939,000) | |||||||||||||||||||||||
Cumulative gains/(losses) in equity interest | (3,439,045,000) | (3,439,045,000) | ¥ (3,696,754,000) | (3,439,045,000) | ||||||||||||||||||||
Weighted average life of the intangible assets | 4 years | 4 years | ||||||||||||||||||||||
Impairment charges in connection with the equity method | 672,886,000 | ¥ 2,585,641,000 | ||||||||||||||||||||||
Aggregate market values | 2,386,118,000 | 2,386,118,000 | ¥ 3,773,634,000 | 2,386,118,000 | ||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Percentage of ownership | 26.00% | 25.00% | ||||||||||||||||||||||
Dada Group | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | ¥ 2,164,050,000 | 1,443,239,000 | 1,443,239,000 | 139,147,000 | 1,443,239,000 | |||||||||||||||||||
Percentage of the issued and outstanding ordinary shares (in percentage) | 81.00% | |||||||||||||||||||||||
Term of warrant (in years) | 2 years | |||||||||||||||||||||||
Total consideration in cash | ¥ 1,298,700,000 | |||||||||||||||||||||||
Total consideration for equity investment | ¥ 3,508,200,000 | |||||||||||||||||||||||
Assets/investments received by the Company | 3,508,200,000 | |||||||||||||||||||||||
Carrying amount of preferred shares | 2,335,346,000 | |||||||||||||||||||||||
Number of board seat held | item | 2 | |||||||||||||||||||||||
Number of board seats | item | 5 | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | 2,164,050,000 | 1,443,239,000 | 1,443,239,000 | 139,147,000 | 1,443,239,000 | |||||||||||||||||||
Proportionate share of investee's net tangible assets and intangible assets | 424,140,000 | (290,365,000) | (290,365,000) | (1,579,323,000) | (290,365,000) | |||||||||||||||||||
Excess of carrying value of the investment over proportionate share of investee's net tangible and intangible assets | 1,739,910,000 | 1,733,604,000 | 1,733,604,000 | 1,718,470,000 | 1,733,604,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to goodwill | 1,605,891,000 | 1,605,891,000 | 1,605,891,000 | 1,605,891,000 | 1,605,891,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to amortizable intangible assets | 178,692,000 | 170,284,000 | 170,284,000 | 150,105,000 | 170,284,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to deferred tax liabilities | (44,673,000) | (42,571,000) | (42,571,000) | (37,526,000) | (42,571,000) | |||||||||||||||||||
Cumulative gains/(losses) in equity interest | (720,811,000) | (720,811,000) | ¥ (2,024,903,000) | (720,811,000) | ||||||||||||||||||||
Weighted average life of the intangible assets | 8 years | 8 years | ||||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Percentage of ownership | 81.00% | |||||||||||||||||||||||
Dada Group | Ordinary shares | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Percentage of the equity interests on a fully diluted basis (in percentage) | 41.00% | |||||||||||||||||||||||
Assets/investments received by the Company | 2,164,050,000 | |||||||||||||||||||||||
Dada Group | Preferred Shares | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Percentage of the equity interests on a fully diluted basis (in percentage) | 7.00% | |||||||||||||||||||||||
Total consideration for equity investment | $ 150,404 | ¥ 983,820,000 | ||||||||||||||||||||||
Assets/investments received by the Company | 1,298,700,000 | |||||||||||||||||||||||
Dada Group | Warrants-C | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Assets/investments received by the Company | 45,450,000 | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Warrant recorded at fair value | ¥ 45,450,000 | |||||||||||||||||||||||
Dada Group | Supply chain support | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Estimated useful lives (in years) | 10 years | |||||||||||||||||||||||
Dada Group | Traffic and other additional support | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Estimated useful lives (in years) | 7 years | |||||||||||||||||||||||
Dada Group | Non-compete Agreement | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Estimated useful lives (in years) | 7 years | |||||||||||||||||||||||
Tuniu Group | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | ¥ 2,494,145,000 | 1,198,405,000 | 1,198,405,000 | 947,500,000 | 1,198,405,000 | |||||||||||||||||||
Percentage of the issued and outstanding ordinary shares (in percentage) | 21.00% | 21.00% | 28.00% | 6.50% | ||||||||||||||||||||
Total consideration in resources-Future services | ¥ 660,215,000 | |||||||||||||||||||||||
Total consideration in cash | 1,528,275,000 | ¥ 305,930,000 | ||||||||||||||||||||||
Total consideration for equity investment | ¥ 2,188,490,000 | |||||||||||||||||||||||
Total consideration in resources, with exclusive right | 5 years | |||||||||||||||||||||||
Number of board seat held | item | 1 | |||||||||||||||||||||||
Unrealized gain, previously recorded, reversed | ¥ 14,395,000 | |||||||||||||||||||||||
Deemed partial disposal gain | ¥ 108,495,000 | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | ¥ 2,494,145,000 | 1,198,405,000 | 1,198,405,000 | 947,500,000 | 1,198,405,000 | |||||||||||||||||||
Proportionate share of investee's net tangible assets and intangible assets | 1,014,296,000 | 1,006,763,000 | 1,006,763,000 | 779,525,000 | 1,006,763,000 | |||||||||||||||||||
Excess of carrying value of the investment over proportionate share of investee's net tangible and intangible assets | 1,479,849,000 | 191,642,000 | 191,642,000 | 167,975,000 | 191,642,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to goodwill | 1,212,149,000 | 23,899,000 | 23,899,000 | 23,899,000 | 23,899,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to amortizable intangible assets | 356,933,000 | 223,657,000 | 223,657,000 | 192,101,000 | 223,657,000 | |||||||||||||||||||
The excess of carrying value has been primarily assigned to deferred tax liabilities | ¥ (89,233,000) | (55,914,000) | (55,914,000) | (48,025,000) | (55,914,000) | |||||||||||||||||||
Cumulative gains/(losses) in equity interest | (1,295,740,000) | (1,295,740,000) | ¥ (1,546,645,000) | (1,295,740,000) | ||||||||||||||||||||
Weighted average life of the intangible assets | 7 years | 7 years | ||||||||||||||||||||||
Impairment charges in connection with the equity method | ¥ 721,501,000 | |||||||||||||||||||||||
Fair value of equity method investments | ¥ 1,454,578,000 | |||||||||||||||||||||||
Aggregate market values | ¥ 1,579,417,000 | ¥ 1,579,417,000 | ¥ 1,304,082,000 | 1,579,417,000 | ||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Percentage of ownership | 21.00% | 21.00% | 28.00% | 6.50% | ||||||||||||||||||||
Yixin | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Investments accounted for under the equity method | 860,992,000 | ¥ 860,992,000 | ||||||||||||||||||||||
Percentage of the issued and outstanding ordinary shares (in percentage) | 10.90% | |||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Carrying value of equity investment | ¥ 860,992,000 | ¥ 860,992,000 | ||||||||||||||||||||||
Proportionate share of investee's net tangible assets and intangible assets | 1,703,448,000 | |||||||||||||||||||||||
Excess of carrying value of the investment over proportionate share of investee's net tangible and intangible assets | ¥ (842,456,000) | |||||||||||||||||||||||
Remaining useful lives | 3 years | 3 years | ||||||||||||||||||||||
Aggregate market values | ¥ 3,586,393,000 | |||||||||||||||||||||||
Number of non-executive board members the Group has right to nominate | individual | 1 | |||||||||||||||||||||||
Number of non-executive board members | individual | 9 | |||||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||
Percentage of ownership | 10.90% | |||||||||||||||||||||||
Yixin | Series A and Series B preferred shares | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Cost method investments | $ | $ 30,000 | $ 100,000 | ||||||||||||||||||||||
Others, net | ||||||||||||||||||||||||
Balance sheet data: | ||||||||||||||||||||||||
Impairment charges in connection with the cost method | 59,987,000 | 341,984,000 | 285,051,000 | |||||||||||||||||||||
Others, net | JD Daojia | ||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||
Disposal gain | ¥ 1,227,760,000 | |||||||||||||||||||||||
Share of results of equity investees | ||||||||||||||||||||||||
Equity method investment with the investment cost allocation | ||||||||||||||||||||||||
Impairment charges in connection with the equity method | ¥ 0 | ¥ 1,416,801,000 | ¥ 2,585,641,000 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Jun. 20, 2016CNY (¥)shares | Oct. 03, 2014CNY (¥) | Mar. 10, 2014CNY (¥)itemshares | Apr. 30, 2016CNY (¥) | Nov. 30, 2015 | Dec. 31, 2015CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2014CNY (¥) |
Allocation of purchase price | ||||||||||||
Goodwill | ¥ 14,401,000 | ¥ 6,527,019,000 | ¥ 14,401,000 | $ 1,022,174 | ¥ 6,650,570,000 | ¥ 2,607,821,000 | ||||||
Amortization years | 9 years 3 months 18 days | 9 years 4 months 24 days | ||||||||||
Goodwill impairment charge | ¥ 0 | ¥ 0 | 2,593,420,000 | |||||||||
Intangible assets impaired | ¥ 0 | ¥ 0 | 156,709,000 | |||||||||
Technology | ||||||||||||
Allocation of purchase price | ||||||||||||
Amortization years | 6 years 6 months | 6 years 8 months 12 days | ||||||||||
Domain names and trademark | ||||||||||||
Allocation of purchase price | ||||||||||||
Amortization years | 19 years 6 months | 19 years 7 months 6 days | ||||||||||
Strategic Cooperation Agreement | ||||||||||||
Allocation of purchase price | ||||||||||||
Amortization years | 5 years | 5 years | ||||||||||
Estimated useful lives (in years) | 5 years | |||||||||||
Non-compete Agreement | ||||||||||||
Allocation of purchase price | ||||||||||||
Amortization years | 8 years | 8 years | ||||||||||
Transaction with Tencent | ||||||||||||
Allocation of purchase price | ||||||||||||
Goodwill | ¥ 2,593,420,000 | |||||||||||
Deferred tax liability | (41,893,000) | |||||||||||
Transaction with Tencent | Technology | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 108,800,000 | |||||||||||
Amortization years | 5 years | |||||||||||
Transaction with Tencent | Domain names and trademark | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 33,100,000 | |||||||||||
Amortization years | 10 years | |||||||||||
Transaction with Tencent | Advertising Customer Relationship | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 80,400,000 | |||||||||||
Amortization years | 7 years | |||||||||||
Transaction with Tencent | Logistic workforce | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 13,900,000 | |||||||||||
Amortization years | 3 years | |||||||||||
Transaction with Tencent | Strategic Cooperation Agreement | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 6,075,289,000 | |||||||||||
Amortization years | 5 years | |||||||||||
Transaction with Tencent | Non-compete Agreement | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 1,442,389,000 | |||||||||||
Amortization years | 8 years | |||||||||||
Estimated useful lives (in years) | 8 years | |||||||||||
Transaction with Tencent | Huang River Investment Limited | ||||||||||||
Business combination | ||||||||||||
Shares issued on a fully diluted basis (as a percent) | 15.00% | |||||||||||
Total consideration | ¥ 11,665,015,000 | |||||||||||
Transaction with Tencent | Ordinary shares | Huang River Investment Limited | ||||||||||||
Business combination | ||||||||||||
Ordinary shares issued as consideration for the Transaction | shares | 351,678,637 | |||||||||||
Transaction with Tencent | Combined Platform Business | ||||||||||||
Business combination | ||||||||||||
Business operation acquired (as a percent) | 100.00% | |||||||||||
Number of online marketplace platforms acquired | item | 2 | |||||||||||
Allocation of purchase price | ||||||||||||
Goodwill impairment charge | 2,593,420,000 | |||||||||||
Intangible assets impaired | 156,709,000 | |||||||||||
Deferred tax liability reversed | ¥ 27,796,000 | ¥ 27,796,000 | ||||||||||
Transaction with Tencent | Paipai.com | ||||||||||||
Allocation of purchase price | ||||||||||||
Transitional period | 3 months | |||||||||||
Transaction with Tencent | Shanghai Icson | ||||||||||||
Business combination | ||||||||||||
Percentage of equity interest acquired | 9.90% | |||||||||||
Transaction with Tencent | Shanghai Icson | Call Option | ||||||||||||
Business combination | ||||||||||||
Minimum price to be paid to acquire remaining equity interest in acquiree | ¥ 800,000,000 | |||||||||||
Maximum period to acquire remaining interest in acquiree | 3 years | |||||||||||
Payment to acquire remaining equity interest | ¥ 800,000,000 | |||||||||||
Transaction with Walmart | ||||||||||||
Business combination | ||||||||||||
Term within which shares cannot be transferred | 5 years | |||||||||||
Allocation of purchase price | ||||||||||||
Fair value of the Company's shares issued | ¥ 9,592,258,000 | |||||||||||
Total Purchase price | ¥ 9,592,258,000 | |||||||||||
Transaction with Walmart | Non-compete Agreement | ||||||||||||
Business combination | ||||||||||||
Discount rate (as a percent) | 17.00% | |||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 1,019,816,000 | |||||||||||
Amortization years | 8 years | |||||||||||
Estimated useful lives (in years) | 8 years | |||||||||||
Transaction with Walmart | Class A ordinary shares | ||||||||||||
Business combination | ||||||||||||
Ordinary shares issued as consideration for the Transaction | shares | 144,952,250 | |||||||||||
Shares issued on a fully diluted basis (as a percent) | 5.00% | |||||||||||
Transaction with Walmart | YHD marketplace | ||||||||||||
Allocation of purchase price | ||||||||||||
Property, plant and equipment, net | ¥ 65,887,000 | |||||||||||
Goodwill | 5,755,826,000 | |||||||||||
Deferred tax liability | (916,910,000) | |||||||||||
Transaction with Walmart | YHD marketplace | Technology | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 537,785,000 | |||||||||||
Amortization years | 7 years | |||||||||||
Transaction with Walmart | YHD marketplace | Domain names and trademark | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 3,099,958,000 | |||||||||||
Amortization years | 20 years | |||||||||||
Transaction with Walmart | YHD marketplace | Customer relationship | ||||||||||||
Allocation of purchase price | ||||||||||||
Intangible assets acquired | ¥ 29,896,000 | |||||||||||
Amortization years | 10 years | |||||||||||
Business cooperation agreement | ||||||||||||
Business combination | ||||||||||||
Period of agreement | 5 years |
Accounts receivable, net (Detai
Accounts receivable, net (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Accounts receivable | ||||||
Accounts receivable | ¥ 16,413,128,000 | ¥ 16,178,000,000 | ||||
Allowance for doubtful accounts | ¥ (36,993,000) | ¥ (38,633,000) | ¥ (27,108,000) | (53,981,000) | (36,993,000) | |
Accounts receivable, net | $ 2,514,355 | 16,359,147,000 | 16,141,007,000 | |||
Movements in the allowance for doubtful accounts | ||||||
Balance at beginning of the year | (36,993,000) | (38,633,000) | (27,108,000) | |||
Additions | (16,988,000) | (11,525,000) | ||||
Reverse | 1,640,000 | |||||
Balance at end of the year | (53,981,000) | (36,993,000) | (38,633,000) | |||
Product sales and online marketplace receivables | ||||||
Accounts receivable | ||||||
Accounts receivable | 14,819,862,000 | 15,636,019,000 | ||||
Advertising receivables | ||||||
Accounts receivable | ||||||
Accounts receivable | 572,495,000 | 179,498,000 | ||||
Logistic services | ||||||
Accounts receivable | ||||||
Accounts receivable | ¥ 1,020,771,000 | ¥ 362,483,000 | ||||
Consumer financing receivable | ||||||
Movements in the allowance for doubtful accounts | ||||||
Additions | ¥ 0 | ¥ 0 | ¥ 0 |
Inventories, net (Details)
Inventories, net (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Inventories | |||
Inventory, Gross | ¥ 42,199,152 | ¥ 29,322,679 | |
Inventory valuation allowance | (498,773) | (413,254) | |
Inventories, net | $ 6,409,231 | 41,700,379 | 28,909,425 |
Products | |||
Inventories | |||
Inventory, Gross | 41,840,945 | 29,191,782 | |
Packing materials and others | |||
Inventories | |||
Inventory, Gross | ¥ 358,207 | ¥ 130,897 |
Property, equipment and softw89
Property, equipment and software, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | |
Property, equipment and software, net | |||||
Total | ¥ 10,451,316 | ¥ 18,205,497 | |||
Less: Accumulated depreciation | (3,427,907) | (5,631,319) | |||
Net book value | 7,023,409 | $ 1,932,616 | 12,574,178 | ||
Depreciation expenses | ¥ 2,310,065 | 1,751,086 | ¥ 1,027,312 | ||
Office equipment | |||||
Property, equipment and software, net | |||||
Total | 3,779,766 | 7,172,694 | |||
Office equipment | |||||
Property, equipment and software, net | |||||
Total | 265,815 | 287,282 | |||
Vehicles | |||||
Property, equipment and software, net | |||||
Total | 1,091,556 | 1,164,376 | |||
Logistic and warehouse equipment | |||||
Property, equipment and software, net | |||||
Total | 1,578,653 | 2,693,969 | |||
Leasehold improvement | |||||
Property, equipment and software, net | |||||
Total | 493,765 | 827,408 | |||
Software | |||||
Property, equipment and software, net | |||||
Total | 175,418 | 203,848 | |||
Building and building improvement | |||||
Property, equipment and software, net | |||||
Total | ¥ 3,066,343 | ¥ 5,855,920 |
Land use rights, net (Details)
Land use rights, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | |
Land use rights, net | |||||
Land use rights | ¥ 2,567,271 | ¥ 7,254,974 | |||
Less: Accumulated amortization | (119,760) | (204,165) | |||
Net book value | 2,447,511 | $ 1,083,690 | 7,050,809 | ||
Amortization expenses | ¥ 84,405 | ¥ 48,528 | ¥ 30,360 | ||
Amortization expenses related to the land use rights for future periods | |||||
2,018 | 146,238 | ||||
2,019 | 146,238 | ||||
2,020 | 146,238 | ||||
2,021 | 146,238 | ||||
2,022 | 146,238 | ||||
2023 and thereafter | ¥ 6,319,619 |
Intangible assets, net (Details
Intangible assets, net (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | |
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 9 years 3 months 18 days | 9 years 4 months 24 days | |||
Gross Carrying Amount | ¥ 12,653,445,000 | ¥ 12,833,751,000 | |||
Accumulated Amortization | (4,186,079,000) | (5,984,325,000) | |||
Impairment Amount | (156,709,000) | (156,709,000) | |||
Net Carrying Amount | 8,310,657,000 | $ 1,028,652 | 6,692,717,000 | ||
Amortization expenses | ¥ 1,798,246,000 | 1,620,675,000 | ¥ 1,449,652,000 | ||
Intangible assets impairment charge recorded | ¥ 0 | ¥ 0 | ¥ 156,709,000 | ||
Amortization expenses related to the intangible assets for future periods | |||||
2,018 | 1,823,387,000 | ||||
2,019 | 903,045,000 | ||||
2,020 | 599,535,000 | ||||
2,021 | 595,022,000 | ||||
2,022 | 439,736,000 | ||||
2023 and thereafter | 2,331,992,000 | ||||
Strategic Cooperation Agreement | |||||
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 5 years | 5 years | |||
Gross Carrying Amount | ¥ 6,075,289,000 | 6,075,289,000 | |||
Accumulated Amortization | (3,348,899,000) | (4,563,957,000) | |||
Net Carrying Amount | ¥ 2,726,390,000 | 1,511,332,000 | |||
Non-compete Agreement | |||||
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 8 years | 8 years | |||
Gross Carrying Amount | ¥ 2,467,005,000 | 2,467,005,000 | |||
Accumulated Amortization | (576,654,000) | (885,390,000) | |||
Net Carrying Amount | ¥ 1,890,351,000 | 1,581,615,000 | |||
Technology | |||||
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 6 years 6 months | 6 years 8 months 12 days | |||
Gross Carrying Amount | ¥ 682,685,000 | 754,560,000 | |||
Accumulated Amortization | (85,168,000) | (168,051,000) | |||
Impairment Amount | (69,922,000) | (69,922,000) | |||
Net Carrying Amount | ¥ 527,595,000 | 516,587,000 | |||
Domain names and trademark | |||||
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 19 years 6 months | 19 years 7 months 6 days | |||
Gross Carrying Amount | ¥ 3,224,832,000 | 3,250,789,000 | |||
Accumulated Amortization | (112,173,000) | (278,372,000) | |||
Impairment Amount | (27,124,000) | (27,124,000) | |||
Net Carrying Amount | ¥ 3,085,535,000 | 2,945,293,000 | |||
Others | |||||
Intangible assets, net | |||||
Weighted-Average Amortization Period (in years) | 5 years 7 months 6 days | 6 years 2 months 12 days | |||
Gross Carrying Amount | ¥ 203,634,000 | 286,108,000 | |||
Accumulated Amortization | (63,185,000) | (88,555,000) | |||
Impairment Amount | (59,663,000) | (59,663,000) | |||
Net Carrying Amount | ¥ 80,786,000 | ¥ 137,890,000 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Goodwill | ||||
Goodwill | ¥ 9,120,439,000 | ¥ 2,607,821,000 | ¥ 2,607,821,000 | |
Accumulated impairment loss | (2,593,420,000) | (2,593,420,000) | ||
Goodwill, beginning balance | 6,527,019,000 | 14,401,000 | 2,607,821,000 | |
Impairment | 0 | 0 | (2,593,420,000) | |
Additions | 123,551,000 | 6,512,618,000 | ||
Goodwill | 9,243,990,000 | 9,120,439,000 | 2,607,821,000 | |
Accumulated impairment loss | (2,593,420,000) | (2,593,420,000) | (2,593,420,000) | |
Goodwill, ending balance | $ 1,022,174 | 6,650,570,000 | 6,527,019,000 | 14,401,000 |
JD Mall | ||||
Goodwill | ||||
Goodwill | 6,527,019,000 | 14,401,000 | 14,401,000 | |
Goodwill, beginning balance | 6,527,019,000 | 14,401,000 | 14,401,000 | |
Additions | 123,551,000 | 6,512,618,000 | ||
Goodwill | 6,650,570,000 | 6,527,019,000 | 14,401,000 | |
Goodwill, ending balance | 6,650,570,000 | 6,527,019,000 | 14,401,000 | |
New businesses | ||||
Goodwill | ||||
Goodwill | 2,593,420,000 | 2,593,420,000 | 2,593,420,000 | |
Accumulated impairment loss | (2,593,420,000) | (2,593,420,000) | ||
Goodwill, beginning balance | 2,593,420,000 | |||
Impairment | (2,593,420,000) | |||
Goodwill | 2,593,420,000 | 2,593,420,000 | 2,593,420,000 | |
Accumulated impairment loss | ¥ (2,593,420,000) | ¥ (2,593,420,000) | ¥ (2,593,420,000) |
Short-term borrowings (Details)
Short-term borrowings (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Short-term borrowings | |||
Short-term borrowings | $ 30,739 | ¥ 200,000 | ¥ 1,878,286 |
Short-term borrowings | |||
Short-term borrowings | |||
Weighted average interest rate | 7.00% | 7.00% | 5.45% |
Accounts payable (Details)
Accounts payable (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Accounts payable | |||
Vendor payable | ¥ 62,548,717 | ¥ 38,216,484 | |
Shipping charges payable and others | 11,788,991 | 7,819,400 | |
Total | $ 11,425,497 | ¥ 74,337,708 | ¥ 46,035,884 |
Accrued expenses and other cu95
Accrued expenses and other current liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Accrued expenses and other current liabilities | |||
Salary and welfare payables | ¥ 3,131,752 | ¥ 1,995,315 | |
Deposits | 9,787,387 | 6,816,340 | |
Payable related to employees' exercise of share-based awards | 152,177 | 74,119 | |
Rental fee payables | 400,632 | 250,154 | |
Professional fee accruals | 59,802 | 62,181 | |
Others | 1,586,090 | 1,314,481 | |
Total | $ 2,323,570 | ¥ 15,117,840 | ¥ 10,512,590 |
Unsecured senior notes (Details
Unsecured senior notes (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | ||||
Apr. 30, 2016USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Apr. 30, 2016CNY (¥) | |
Unsecured senior notes | |||||
Carrying value | $ 990,941 | ¥ 6,447,357 | ¥ 6,831,012 | ||
3.125% notes due 2021 | |||||
Unsecured senior notes | |||||
Aggregate principal amount | $ | 500,000 | ||||
Face value of debt instrument | $ | $ 500,000 | ||||
Interest rate (as a percent) | 3.125% | 3.125% | |||
3.875% notes due 2026 | |||||
Unsecured senior notes | |||||
Aggregate principal amount | $ | $ 500,000 | ||||
Face value of debt instrument | $ | $ 500,000 | ||||
Interest rate (as a percent) | 3.875% | 3.875% | |||
Unsecured senior notes | |||||
Unsecured senior notes | |||||
Number of maturities for debt issued | item | 2 | ||||
Aggregate principal amount | $ | $ 1,000,000 | ||||
Face value of debt instrument | $ | $ 1,000,000 | ||||
Carrying value | ¥ 6,447,357 | ||||
Unamortized discount and debt issuance costs | 86,843 | ||||
Total principal amounts of unsecured senior notes | 6,534,200 | ||||
Debt discount | ¥ 79,289 | ||||
Debt issuance costs | ¥ 35,727 | ||||
Future principal payments for unsecured senior notes due | |||||
Due in 2021 | 3,267,100 | ||||
Due in 2026 | 3,267,100 | ||||
Unsecured senior notes | 3.125% notes due 2021 | |||||
Unsecured senior notes | |||||
Carrying value | ¥ 3,242,565 | ||||
Effective interest rate (as a percent) | 3.37% | 3.37% | |||
Unsecured senior notes | 3.875% notes due 2026 | |||||
Unsecured senior notes | |||||
Carrying value | ¥ 3,204,792 | ||||
Effective interest rate (as a percent) | 4.15% | 4.15% |
Interest income and interest 97
Interest income and interest expense (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Interest income | $ 388,929 | ¥ 2,530,490 | ¥ 1,226,852 | ¥ 673,006 |
Interest expense | $ (148,124) | (963,742) | (618,567) | (72,595) |
Bank deposits, wealth management products and others | ||||
Interest income | 1,258,948 | 693,672 | 561,283 | |
Others | ||||
Interest expense | (261,595) | (246,988) | (46,571) | |
Loans | JD Finance | ||||
Interest income | 569,395 | 161,601 | 85,699 | |
Nonrecourse securitization debt | ||||
Interest expense | (702,147) | (371,579) | (26,024) | |
Nonrecourse securitization debt | JD Finance | ||||
Interest income | ¥ 702,147 | ¥ 371,579 | ¥ 26,024 |
Others, net (Details)
Others, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Others, net | ||||
Foreign exchange gains/(losses), net | $ 32,812 | ¥ 213,482 | ¥ (143,125) | ¥ (56,992) |
Government financial incentives | 843,447 | 721,564 | 387,774 | |
Impairment of investments | (21,490) | (139,823) | (542,946) | (611,108) |
Gain from business and investment disposals | 11,522 | 74,965 | 1,232,853 | 1,507 |
Others | 324,337 | 275,030 | 133,012 | |
Total | $ 202,328 | ¥ 1,316,408 | ¥ 1,543,376 | ¥ (145,807) |
Taxation (Details)
Taxation (Details) | Mar. 16, 2007 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2018 |
Taxation | ||||||||
Applicable tax rate approved (as a percent) | 25.00% | 25.00% | 25.00% | |||||
Chongqing Haijia | Encouraged industry in the Western Regions of China | ||||||||
Taxation | ||||||||
Preferential corporate income tax rate (as a percent) | 15.00% | |||||||
Chengdu Jingdong Century Trading Co., Ltd. | Encouraged industry in the Western Regions of China | ||||||||
Taxation | ||||||||
Preferential corporate income tax rate (as a percent) | 15.00% | |||||||
PRC | ||||||||
Taxation | ||||||||
Applicable tax rate approved (as a percent) | 25.00% | |||||||
Withholding tax rate on dividend distributed by FIE | 10.00% | |||||||
Maximum rate of withholding tax for dividends paid by an FIE in China to its immediate holding company in Hong Kong under specified conditions | 5.00% | |||||||
Minimum ownership percentage of the FIE by foreign investors to qualify for withholding tax rate limit for dividends paid by an FIE in China to its immediate holding company in Hong Kong | 25.00% | |||||||
PRC | Beijing Jingdong Shangke Information Technology Co., Ltd. | High and new technology enterprise | ||||||||
Taxation | ||||||||
Preferential corporate income tax rate (as a percent) | 15.00% | |||||||
PRC | Beijing Jingdong Shangke Information Technology Co., Ltd. | Software enterprise | ||||||||
Taxation | ||||||||
Number of years exempted from income tax | 2 years | |||||||
Reduction percentage of preferential corporate income tax rate | 50.00% | |||||||
Number of years half exempted income tax | 3 years | |||||||
PRC | Sales of audio, video products and books | ||||||||
Taxation | ||||||||
Statutory VAT rate (as a percent) | 11.00% | 13.00% | ||||||
PRC | Sales of other products | ||||||||
Taxation | ||||||||
Statutory VAT rate (as a percent) | 17.00% | |||||||
PRC | Logistic services | ||||||||
Taxation | ||||||||
VAT rate one (as a percent) | 6.00% | |||||||
VAT rate two (as a percent) | 11.00% | |||||||
PRC | Online advertising and other services | ||||||||
Taxation | ||||||||
Statutory VAT rate (as a percent) | 6.00% | |||||||
Percentage of cultural undertaking development fees | 3.00% | |||||||
Indonesia | ||||||||
Taxation | ||||||||
Profit tax rate (as a percent) | 25.00% | |||||||
Hong Kong | ||||||||
Taxation | ||||||||
Profit tax rate (as a percent) | 16.50% |
Taxation (Details 2)
Taxation (Details 2) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Income/(loss) before tax | ||||
Income/(loss) from China operations | ¥ 3,681,735 | ¥ 1,730,549 | ¥ (3,329,238) | |
Loss from non-China operations | (3,560,775) | (3,612,450) | (4,426,734) | |
Income/(loss) before tax | $ 18,593 | 120,960 | (1,881,901) | (7,755,972) |
Income tax benefits/(expenses) applicable to China operations | ||||
Current income tax expenses | (360,603) | (201,173) | (27,938) | |
Deferred tax benefits | 221,010 | 34,782 | 42,584 | |
Subtotal income tax benefits/(expenses) applicable to China operations | (139,593) | (166,391) | 14,646 | |
Total income tax benefits/(expenses) | $ (21,455) | ¥ (139,593) | ¥ (166,391) | ¥ 14,646 |
Taxation (Details 3)
Taxation (Details 3) - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of differences between statutory tax rate and effective tax rate | |||||
Statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | ||
Tax effect of preferential tax treatments (as a percent) | (942.70%) | 45.30% | 1.00% | ||
Tax effect of tax-exempt entities (as a percent) | 588.60% | (36.10%) | (13.50%) | ||
Effect on tax rates in different tax jurisdiction (as a percent) | 30.50% | (3.60%) | (0.30%) | ||
Tax effect of non-deductible expenses (as a percent) | 536.00% | (28.10%) | (10.80%) | ||
Tax effect of non-taxable income (as a percent) | (14.00%) | 0.10% | 0.20% | ||
Changes in valuation allowance (as a percent) | (120.80%) | (11.40%) | (0.90%) | ||
Expiration of loss carry forwards (as a percent) | 12.80% | 0.00% | (0.50%) | ||
Effective tax rates (as a percent) | 115.40% | (8.80%) | 0.20% | ||
Effect of tax holiday | |||||
Tax holiday effect | ¥ 1,140,251 | ¥ 852,776 | ¥ 80,892 | ||
Effect of tax holiday on basic net loss per share | ¥ 0.40 | ¥ 0.30 | ¥ 0.03 | ||
Effect of tax holiday on diluted net loss per share | ¥ 0.39 | ¥ 0.30 | ¥ 0.03 | ||
Deferred tax assets | |||||
Allowance for doubtful accounts | ¥ 52,117 | ¥ 54,116 | |||
Deferred revenues | 299,723 | 186,291 | |||
Net operating loss carry forwards | 1,286,980 | 1,386,273 | |||
Less: valuation allowance | ¥ (1,626,680) | ¥ (1,299,200) | ¥ (931,458) | (1,480,570) | (1,626,680) |
Net deferred tax assets | 158,250 | ||||
Deferred tax liabilities | |||||
Intangible assets arisen from business combination | 882,248 | 907,356 | |||
Total deferred tax liabilities | 882,248 | ¥ 907,356 | |||
Net operating loss carry forwards | ¥ 5,159,379 | ||||
Movement of valuation allowance | |||||
Balance at beginning of the period | 1,626,680 | 1,299,200 | 931,458 | ||
Additions | 807,558 | 1,324,793 | 1,148,265 | ||
Reversals | (953,668) | (997,313) | (780,523) | ||
Balance at end of the period | ¥ 1,480,570 | ¥ 1,626,680 | ¥ 1,299,200 |
Redeemable non-controlling i102
Redeemable non-controlling interests held for sale (Details) - CNY (¥) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Redeemable non-controlling interests | |||||
Net income attributable to mezzanine classified non-controlling interests shareholders | ¥ 281,021,000 | ¥ 444,657,000 | ¥ 0 | ||
JD Finance | |||||
Redeemable non-controlling interests | |||||
Ordinary shares with preferential rights issued | ¥ 6,650,000,000 | ||||
Equity interest held (as a percent) | 86.00% | ||||
Maximum period of contingent redemption of preferred shares | 60 months | ||||
Annual compound interest rate (as a percent) | 8.00% |
Ordinary shares (Details)
Ordinary shares (Details) - $ / shares | 1 Months Ended | ||||
Jun. 30, 2016 | May 31, 2014 | Mar. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | |
Ordinary shares | |||||
Ordinary shares, par value (in dollars per share) | $ 0.00002 | $ 0.00002 | |||
RSUs and share options | |||||
Ordinary shares | |||||
Ordinary shares reserved for issuance | 149,369,486 | 130,816,834 | |||
Ordinary shares | Huang River Investment Limited | Transaction with Tencent | |||||
Ordinary shares | |||||
Ordinary shares issued | 351,678,637 | ||||
Class A ordinary shares | |||||
Ordinary shares | |||||
Ordinary shares issued | 166,120,400 | ||||
Class A ordinary shares | Huang River Investment Limited | Private Placement | |||||
Ordinary shares | |||||
Ordinary shares issued | 139,493,960 | ||||
Class A ordinary shares | Newheight Holdings Ltd | Transaction with Walmart | |||||
Ordinary shares | |||||
Ordinary shares issued | 144,952,250 |
Share repurchase program (Detai
Share repurchase program (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016CNY (¥)shares | |
Repurchase of shares cost | ¥ | ¥ 5,882,156 | ||||
ADS | |||||
Authorized amount | $ 1,000,000 | ||||
Repurchase period (in months) | 24 months | ||||
Shares repurchased during the year (in ADS shares) | shares | 31,065,784 | 31,065,784 | |||
Repurchase of shares cost | $ 800,000 | ||||
Weighted average repurchase price (in dollars per ADS) | $ / shares | $ 25.75 | ||||
Payments under share repurchase program involving capped call options | $ 300,000 | ||||
Proceeds from settlements under share repurchase program, involving capped call options | $ 107,239 | ¥ 737,501 | $ 216,220 | ¥ 1,463,218 |
Other comprehensive income_(105
Other comprehensive income/(loss) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Composition of accumulated other comprehensive income/(loss) | ||||
Balance, beginning of the year | ¥ 33,892,900 | |||
Other comprehensive income/(loss) | 298,688 | ¥ 988,567 | ¥ 930,951 | |
Balance, end of the year | $ 7,998,527 | 52,040,814 | 33,892,900 | |
Foreign currency translation adjustments | ||||
Composition of accumulated other comprehensive income/(loss) | ||||
Balance, beginning of the year | 1,483,737 | 540,121 | (413,452) | |
Other comprehensive income/(loss) | (822,052) | 943,616 | 953,573 | |
Balance, end of the year | 661,685 | 1,483,737 | 540,121 | |
Net unrealized gains/(losses) on available-for-sale securities | ||||
Composition of accumulated other comprehensive income/(loss) | ||||
Balance, beginning of the year | 59,656 | 14,705 | 37,327 | |
Other comprehensive income/(loss) | 1,120,740 | 44,951 | (22,622) | |
Balance, end of the year | 1,180,396 | 59,656 | 14,705 | |
Accumulated other comprehensive loss | ||||
Composition of accumulated other comprehensive income/(loss) | ||||
Balance, beginning of the year | 1,543,393 | 554,826 | (376,125) | |
Balance, end of the year | ¥ 1,842,081 | ¥ 1,543,393 | ¥ 554,826 |
Share-based compensation (Detai
Share-based compensation (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based compensation | |||
Share-based compensation charge | ¥ 2,780,062 | ¥ 2,061,432 | ¥ 1,076,286 |
Share-based compensation (De107
Share-based compensation (Details 2) $ / shares in Units, ¥ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016CNY (¥)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | |
Additional disclosures | ||||||||
Share-based compensation expenses | ¥ | ¥ 2,780,062 | ¥ 2,061,432 | ¥ 1,076,286 | |||||
Share Incentive Plan | ||||||||
Share-based compensation | ||||||||
Number of ordinary shares available for future grants | 112,408,197 | 112,408,197 | ||||||
Share Incentive Plan | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Term of vesting schedule period | 6 years | 6 years | ||||||
Share Incentive Plan | Employee and non-employee | Unvested RSUs | Vesting Based On Service | ||||||||
Number of Shares | ||||||||
Unvested at the beginning of the year (in shares) | 82,847,816 | 82,847,816 | 39,411,522 | 39,411,522 | 32,118,491 | 32,118,491 | ||
Granted (in shares) | 41,450,212 | 41,450,212 | 59,254,734 | 59,254,734 | 18,595,642 | 18,595,642 | ||
Vested (in shares) | (12,005,700) | (12,005,700) | (8,692,792) | (8,692,792) | (7,368,335) | (7,368,335) | ||
Forfeited (in shares) | (6,246,436) | (6,246,436) | (7,125,648) | (7,125,648) | (3,934,276) | (3,934,276) | ||
Unvested at the end of the year (in shares) | 106,045,892 | 106,045,892 | 82,847,816 | 82,847,816 | 39,411,522 | 39,411,522 | 32,118,491 | |
Weighted-Average Grant-Date Fair Value | ||||||||
Unvested at the beginning of the year (in dollars per share) | $ / shares | $ 11.97 | $ 9.58 | $ 5.80 | |||||
Granted (in dollars per share) | $ / shares | 16.27 | 12.82 | 14.35 | |||||
Vested (in dollars per share) | $ / shares | 10.14 | 7.98 | 5.05 | |||||
Forfeited (in dollars per share) | $ / shares | 13.42 | 10.66 | 9.73 | |||||
Unvested at the end of the year (in dollars per share) | $ / shares | $ 13.77 | $ 11.97 | $ 9.58 | $ 5.80 | ||||
Additional disclosures | ||||||||
Share-based compensation expenses | ¥ | ¥ 2,462,881 | ¥ 1,613,204 | ¥ 714,047 | |||||
Unrecognized share-based compensation expense related to awards other than options | ¥ | ¥ 5,840,090 | |||||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 5 years 9 months 18 days | 5 years 9 months 18 days | ||||||
Total fair value of RSUs vested | $ | $ 213,155,000 | $ 111,956,000 | $ 116,799,000 | |||||
Total intrinsic value of RSUs vested | $ | $ 213,155,000 | $ 111,956,000 | $ 116,799,000 | |||||
Share Incentive Plan | Employee and non-employee | Unvested RSUs | Vesting Based On Performance | ||||||||
Number of Shares | ||||||||
Unvested at the beginning of the year (in shares) | 310,002 | 310,002 | 876,364 | 876,364 | 1,466,658 | 1,466,658 | ||
Vested (in shares) | (96,516) | (96,516) | (118,540) | (118,540) | (188,936) | (188,936) | ||
Forfeited (in shares) | (447,822) | (447,822) | (401,358) | (401,358) | ||||
Unvested at the end of the year (in shares) | 213,486 | 213,486 | 310,002 | 310,002 | 876,364 | 876,364 | 1,466,658 | |
Weighted-Average Grant-Date Fair Value | ||||||||
Unvested at the beginning of the year (in dollars per share) | $ / shares | $ 6.33 | $ 6.33 | $ 6.33 | |||||
Vested (in dollars per share) | $ / shares | 6.33 | 6.33 | 6.33 | |||||
Forfeited (in dollars per share) | $ / shares | 6.33 | 6.33 | ||||||
Unvested at the end of the year (in dollars per share) | $ / shares | $ 6.33 | $ 6.33 | $ 6.33 | $ 6.33 | ||||
Additional disclosures | ||||||||
Share-based compensation expenses | ¥ | ¥ 1,157 | ¥ 4,334 | ¥ 4,630 | |||||
Unrecognized share-based compensation expense related to awards other than options | ¥ | ¥ 1,095 | |||||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 1 year 1 month 6 days | 1 year 1 month 6 days | ||||||
Total fair value of RSUs vested | $ | $ 1,371,000 | $ 1,524,000 | $ 2,347,000 | |||||
Total intrinsic value of RSUs vested | $ | $ 1,371,000 | $ 1,524,000 | $ 2,347,000 | |||||
Share Incentive Plan | Employee and non-employee | Options | Vesting Based On Service | ||||||||
Number of share options | ||||||||
Outstanding at the beginning of the year (in shares) | 21,659,016 | 21,659,016 | 27,434,622 | 27,434,622 | 26,201,252 | 26,201,252 | ||
Granted (in shares) | 0 | 0 | 0 | 0 | 5,652,500 | 5,652,500 | ||
Exercised | (4,116,816) | (4,116,816) | (2,820,648) | (2,820,648) | (2,694,404) | (2,694,404) | ||
Forfeited or cancelled (in shares) | (432,092) | (432,092) | (2,954,958) | (2,954,958) | (1,724,726) | (1,724,726) | ||
Outstanding at the end of the year (in shares) | 17,110,108 | 17,110,108 | 21,659,016 | 21,659,016 | 27,434,622 | 27,434,622 | 26,201,252 | |
Vested and expected to vest at the end of the year (in shares) | 16,110,208 | 16,110,208 | ||||||
Exercisable at the end of the year (in shares) | 8,777,612 | 8,777,612 | ||||||
Weighted Average Exercise Price | ||||||||
Outstanding at the beginning of the year (in dollars per share) | $ / shares | $ 6.23 | $ 6.10 | $ 4.37 | |||||
Granted (in dollars per share) | $ / shares | 13.17 | |||||||
Exercised (in dollars per share) | $ / shares | 5.20 | 3.97 | 4.07 | |||||
Forfeited or cancelled (in dollars per share) | $ / shares | 5.92 | 7.21 | 6.07 | |||||
Outstanding at the end of the year (in dollars per share) | $ / shares | 6.49 | $ 6.23 | $ 6.10 | $ 4.37 | ||||
Vested and expected to vest at the end of the year (in dollars per share) | $ / shares | 6.41 | |||||||
Exercisable at the end of the year (in dollars per share) | $ / shares | $ 5.31 | |||||||
Weighted Average Remaining Contractual Term (years) | ||||||||
Outstanding at the end of the year | 6 years 2 months 12 days | 6 years 2 months 12 days | 7 years 3 months 18 days | 7 years 3 months 18 days | 8 years 1 month 6 days | 8 years 1 month 6 days | 8 years 6 months | |
Vested and expected to vest at the end of the year | 6 years 2 months 12 days | 6 years 2 months 12 days | ||||||
Exercisable at the end of the year | 5 years 10 months 24 days | 5 years 10 months 24 days | ||||||
Aggregate Intrinsic Value | ||||||||
Outstanding at the end of the year (in dollars) | $ | $ 243,327,000 | $ 142,433,000 | $ 275,040,000 | $ 189,729,000 | ||||
Vested and expected to vest at the end of the year (in dollars) | $ | 230,350,000 | |||||||
Exercisable at the end of the year (in dollars) | $ | $ 135,192,000 | |||||||
Additional disclosures | ||||||||
Share-based compensation expenses | ¥ | ¥ 60,739 | ¥ 125,225 | ¥ 103,962 | |||||
Weighted average grant date fair value of options granted | $ / shares | $ 5.59 | |||||||
Unrecognized share-based compensation expense related to options | ¥ | ¥ 77,383 | |||||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 3 years 7 months 6 days | 3 years 7 months 6 days | ||||||
Total intrinsic value of options exercised | $ | $ 55,278,000 | 23,796,000 | $ 29,522,000 | |||||
Cash received from the exercises of share options | $ | 19,942,000 | 12,454,000 | $ 12,332,000 | |||||
Cash Receivable From Stock Option Exercises | $ | $ 2,201,000 | $ 747,000 | ||||||
Assumptions used to calculate estimated fair value of each option grant | ||||||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||||||
Expected term (in years) | 10 years | 10 years | ||||||
Share Incentive Plan | Employee and non-employee | Options | Vesting Based On Service | Minimum | ||||||||
Assumptions used to calculate estimated fair value of each option grant | ||||||||
Expected volatility (as a percent) | 33.00% | 33.00% | ||||||
Risk-free interest rate (per annum) (as a percent) | 2.17% | 2.17% | ||||||
Exercise multiples | 2 | 2 | ||||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||||||
Fair value of the underlying shares on the date of option grants (in dollars) | $ | $ 11.57 | |||||||
Share Incentive Plan | Employee and non-employee | Options | Vesting Based On Service | Maximum | ||||||||
Assumptions used to calculate estimated fair value of each option grant | ||||||||
Expected volatility (as a percent) | 50.00% | 50.00% | ||||||
Risk-free interest rate (per annum) (as a percent) | 2.65% | 2.65% | ||||||
Exercise multiples | 2.8 | 2.8 | ||||||
Fair value of the underlying shares on the date of option grants (in dollars) | $ | $ 14.69 | |||||||
Share Incentive Plan | Non-employees | Unvested RSUs | Vesting Based On Service | ||||||||
Number of Shares | ||||||||
Unvested at the beginning of the year (in shares) | 1,052,398 | 1,052,398 | ||||||
Unvested at the end of the year (in shares) | 5,719,884 | 5,719,884 | 1,052,398 | 1,052,398 | ||||
Share Incentive Plan | Non-employees | Options | Vesting Based On Service | ||||||||
Number of share options | ||||||||
Outstanding at the beginning of the year (in shares) | 0 | 0 | ||||||
Outstanding at the end of the year (in shares) | 1,379,780 | 1,379,780 | 0 | 0 | ||||
Share Incentive Plan | Year two | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 2 years | 2 years | ||||||
Vesting percentage (as a percent) | 50.00% | 50.00% | ||||||
Share Incentive Plan | Year three | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 3 years | 3 years | ||||||
Vesting percentage (as a percent) | 33.00% | 33.00% | ||||||
Share Incentive Plan | Year four | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 4 years | 4 years | ||||||
Vesting percentage (as a percent) | 25.00% | 25.00% | ||||||
Share Incentive Plan | Year five | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 5 years | 5 years | ||||||
Vesting percentage (as a percent) | 20.00% | 20.00% | ||||||
Share Incentive Plan | Year six | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 6 years | 6 years | ||||||
Vesting percentage (as a percent) | 17.00% | 17.00% | ||||||
Share Incentive Plan | Year ten | Employee and non-employee | ||||||||
Share-based compensation | ||||||||
Year in which shares are vested | 10 years | 10 years | ||||||
Vesting percentage (as a percent) | 10.00% | 10.00% |
Share-based compensation (De108
Share-based compensation (Details 3) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2015$ / shares | May 31, 2015CNY (¥)shares | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | |
Share-based compensation | ||||||
Share-based compensation expenses | ¥ 2,780,062,000 | ¥ 2,061,432,000 | ¥ 1,076,286,000 | |||
Founder | Options | Share Incentive Plan | ||||||
Share-based compensation | ||||||
Term of compensation plan | 10 years | |||||
Cash salary to be received per year | ¥ 1 | |||||
Cash bonus to be received | ¥ 0 | |||||
Vesting schedule | 10 years | |||||
Share-based compensation expenses | 227,326,000 | ¥ 318,156,000 | ¥ 240,024,000 | |||
Assumptions used to calculate estimated fair value of each option grant | ||||||
Exercise multiples | 2 | |||||
Expected dividend yield (as a percent) | 0.00% | |||||
Expected term (in years) | 10 years | |||||
Unrecognized share-based compensation expense related to the founder share options granted | ¥ 574,653,000 | |||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 7 years 4 months 24 days | |||||
Founder | Options | Share Incentive Plan | Minimum | ||||||
Assumptions used to calculate estimated fair value of each option grant | ||||||
Expected volatility (as a percent) | 36.00% | |||||
Risk-free interest rate (per annum) (as a percent) | 2.74% | |||||
Fair value of the underlying shares on the date of option grants (in dollars) | $ | $ 16.70 | |||||
Founder | Options | Share Incentive Plan | Maximum | ||||||
Assumptions used to calculate estimated fair value of each option grant | ||||||
Expected volatility (as a percent) | 38.00% | |||||
Risk-free interest rate (per annum) (as a percent) | 2.79% | |||||
Fair value of the underlying shares on the date of option grants (in dollars) | $ | $ 16.93 | |||||
Each anniversary | Founder | Options | Share Incentive Plan | ||||||
Share-based compensation | ||||||
Vesting percentage (as a percent) | 10.00% | |||||
Class A ordinary shares | Founder | Options | Share Incentive Plan | ||||||
Share-based compensation | ||||||
Granted (in shares) | shares | 26,000,000 | |||||
Exercise price | $ / shares | $ 16.70 | |||||
ADS | Founder | Options | Share Incentive Plan | ||||||
Share-based compensation | ||||||
Exercise price | $ / shares | $ 33.40 |
Net income_(loss) per share (De
Net income/(loss) per share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net income/(loss) from continuing operations attributable to ordinary shareholders | $ 17,957 | ¥ 116,819 | ¥ (2,000,444) | ¥ (7,731,760) |
Net loss from discontinued operations attributable to ordinary shareholders | (41,356) | (269,076) | (1,806,346) | (1,376,180) |
Net loss attributable to ordinary shareholders | $ (23,399) | ¥ (152,257) | ¥ (3,806,790) | ¥ (9,107,940) |
Denominator: | ||||
Weighted average number of shares - basic | 2,844,826,014 | 2,844,826,014 | 2,804,767,889 | 2,735,034,034 |
Adjustments for dilutive options and RSUs | 66,635,803 | 66,635,803 | ||
Weighted average number of shares - diluted | 2,911,461,817 | 2,911,461,817 | 2,804,767,889 | 2,735,034,034 |
Basic net income/(loss) per share from continuing operations attributable to ordinary shareholders | (per share) | $ 0.01 | ¥ 0.04 | ¥ (0.71) | ¥ (2.83) |
Basic net loss per share from discontinued operations attributable to ordinary shareholders | (per share) | (0.01) | (0.09) | (0.64) | (0.50) |
Net loss per share - basic | (per share) | (0.01) | (0.05) | (1.36) | (3.33) |
Diluted net income/(loss) per share from continuing operations attributable to ordinary shareholders | (per share) | 0.01 | 0.04 | (0.71) | (2.83) |
Diluted net loss per share from discontinued operations attributable to ordinary shareholders | (per share) | (0.01) | (0.09) | (0.64) | (0.50) |
Net loss per share - diluted | (per share) | $ (0.01) | ¥ (0.05) | ¥ (1.36) | ¥ (3.33) |
Net income_(loss) per share 110
Net income/(loss) per share (Details 2) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Non-vested ordinary shares, RSUs, and Options | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 146,268,314 | 117,014,016 | 81,737,438 |
Related party transactions (Det
Related party transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Oct. 27, 2017CNY (¥) | |
Related party transactions | ||||||
Amount due to related parties | ¥ (154,924) | $ (8,352) | ¥ (54,342) | |||
Amount due from related parties | 9,074,275 | $ 1,659,401 | 10,796,561 | |||
Lexin Group | ||||||
Related party transactions | ||||||
Amount due from related parties | 95,021 | |||||
Amount due to related parties | (1,367) | |||||
Lexin Group | Services and sales of goods | ||||||
Related party transactions | ||||||
Revenues | ¥ 543,304 | 667,495 | ¥ 1,016,286 | |||
Tencent Group | ||||||
Related party transactions | ||||||
Amount due from related parties | 962,002 | 595,105 | ||||
Amount due to related parties | (85,092) | |||||
Tencent Group | Commission service revenue from cooperation on advertising business | ||||||
Related party transactions | ||||||
Revenues | 260,572 | 184,241 | 139,602 | |||
Tencent Group | Services | ||||||
Related party transactions | ||||||
Revenues | 31,505 | 52 | 111 | |||
Tencent Group | Services and purchases | ||||||
Related party transactions | ||||||
Operating expenses | 674,727 | 244,644 | 195,805 | |||
Dada Group | ||||||
Related party transactions | ||||||
Amount due from related parties | 88,971 | |||||
Amount due to related parties | (7,378) | |||||
Dada Group | Services and sales of goods | ||||||
Related party transactions | ||||||
Revenues | 38,165 | 124,092 | ||||
Dada Group | Services | ||||||
Related party transactions | ||||||
Operating expenses | 694,207 | 136,515 | ||||
Dada Group | Traffic support, marketing and promotion services | ||||||
Related party transactions | ||||||
Revenues | 62,195 | 41,409 | ||||
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties | (393,549) | (331,354) | ||||
Dada Group | Non-compete agreement | ||||||
Related party transactions | ||||||
Other income | 80,447 | 53,186 | ||||
Other liabilities | (523,296) | (415,082) | ||||
Shanghai Icson Group | Services | ||||||
Related party transactions | ||||||
Revenues | 6 | |||||
Shanghai Icson Group | Services and purchases | ||||||
Related party transactions | ||||||
Operating expenses | 20,871 | 168,875 | ||||
Bitauto Group | Traffic support, marketing and promotion services | ||||||
Related party transactions | ||||||
Revenues | 609,055 | 610,722 | 445,526 | |||
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties | (1,989,020) | (1,379,965) | ||||
Tuniu Group | ||||||
Related party transactions | ||||||
Amount due to related parties | (12,311) | (5,451) | ||||
Tuniu Group | Traffic support, marketing and promotion services | ||||||
Related party transactions | ||||||
Revenues | 132,042 | 132,405 | 49,200 | |||
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties | (478,610) | (346,568) | ||||
JD Finance | ||||||
Related party transactions | ||||||
Amount due from related parties | 9,560,426 | 12,076,035 | ||||
Amount of over-due receivable transferred | 423,356 | 0 | 497,239 | |||
JD Finance | Services and sales of goods | ||||||
Related party transactions | ||||||
Revenues | 181,307 | 191,524 | 69,359 | |||
JD Finance | Traffic support, marketing and promotion services | ||||||
Related party transactions | ||||||
Revenues | 90,506 | 101,114 | 169,122 | |||
JD Finance | Payment and other services | ||||||
Related party transactions | ||||||
Operating expenses | 2,936,416 | 1,669,840 | 986,246 | |||
Amount due to related party for payment processing services | 793,218 | 553,612 | 233,051 | |||
JD Finance | Loan | ||||||
Related party transactions | ||||||
Other income | ¥ 871,014 | 533,180 | ¥ 111,724 | |||
JD Finance | Finance receivables past due over 180 days | ||||||
Related party transactions | ||||||
Accounts receivable transferred with recourse and not derecognized | 167,897 | |||||
Accounts receivables transferred without recourse and derecognized | 1,583,968 | |||||
Major related parties | ||||||
Related party transactions | ||||||
Amount due from related parties | 10,706,420 | 12,671,140 | ||||
Amount due to related parties | (97,403) | (14,196) | ||||
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties | (2,861,179) | (2,057,887) | ||||
Other liabilities | (523,296) | (415,082) | ||||
Related parties, other than the major related parties | ||||||
Related party transactions | ||||||
Amount due from related parties | ¥ 264,055 | ¥ 21,621 | ||||
Amount due from related parties as a percentage of total accounts receivable, net and prepayments and other current assets | 1.46% | 0.12% | 0.12% | |||
Amount due to and deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties | ¥ 97,004 | ¥ 69,329 | ||||
Amount due to and deferred revenues from related parties as a percentage of total accounts payable, advance from customers, accrued expenses and other current liabilities, deferred revenues and other non-current liabilities | 0.14% | 0.07% | 0.07% | |||
Related parties, other than the major related parties | Total net revenues | Related parties concentration risk | ||||||
Related party transactions | ||||||
Concentration risk (as a percentage) | 0.01% | 0.02% | 0.07% | |||
Related parties, other than the major related parties | Total operating expenses | Related parties concentration risk | ||||||
Related party transactions | ||||||
Concentration risk (as a percentage) | 0.07% | 0.03% | 0.02% | |||
Yixin Group | ||||||
Related party transactions | ||||||
Bridge loan to related party | ¥ 1,000,000 |
Segment reporting (Details)
Segment reporting (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)segment | Dec. 31, 2017CNY (¥)segment | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Number of operating segments | segment | 2 | 2 | ||
Net revenues | $ 55,689,371 | ¥ 362,331,754 | ¥ 258,289,947 | ¥ 181,042,300 |
Operating income/(loss) | (128,409) | (835,476) | (1,251,653) | (5,357,899) |
Total other income/(expense) | 956,436 | (630,248) | (2,398,073) | |
Income/(loss) before tax | $ 18,593 | 120,960 | (1,881,901) | (7,755,972) |
Operating segments | ||||
Net revenues | 361,495,215 | 257,470,460 | 180,537,851 | |
Operating income/(loss) | 2,885,596 | 1,599,070 | (597,186) | |
Inter-segment | ||||
Net revenues | (546,667) | (223,300) | (98,044) | |
Unallocated items | ||||
Net revenues | 836,539 | 819,487 | 504,449 | |
Operating income/(loss) | (3,721,072) | (2,850,723) | (4,760,713) | |
JD Mall | Operating segments | ||||
Net revenues | 356,020,374 | 254,396,326 | 178,272,993 | |
Operating income/(loss) | 4,956,264 | 2,269,500 | 151,589 | |
New businesses | Operating segments | ||||
Net revenues | 6,021,508 | 3,297,434 | 2,362,902 | |
Operating income/(loss) | ¥ (2,070,668) | ¥ (670,430) | ¥ (748,775) |
Employee benefit (Details)
Employee benefit (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee benefit | |||
Employee benefit expenses | ¥ 3,546,241 | ¥ 2,575,150 | ¥ 1,677,363 |
Lines of credit and loan fac114
Lines of credit and loan facilities (Details) | Dec. 31, 2017CNY (¥) |
Lines of credit and loan facilities | |
Outstanding for the liquidity loans | ¥ 0 |
Amount reserved for the issuance of bank acceptance | 18,762,657,000 |
Amount reserved for bank guarantee | 605,713,000 |
Amount outstanding for other facilities | 2,631,000 |
Unsecured revolving lines of credit | |
Lines of credit and loan facilities | |
Maximum borrowing capacity under facility | ¥ 39,924,280,000 |
Lines of credit and loan fac115
Lines of credit and loan facilities (Details 2) - Term and Revolving Credit Facilities $ in Thousands | 1 Months Ended |
Dec. 31, 2017USD ($)item | |
Lines of credit and loan facilities | |
Stated maturity term of debt securities | 5 years |
Maximum borrowing capacity under facility | $ 1,000,000 |
Number of arrangers | item | 24 |
Undrawn balance | $ 1,000,000 |
Undrawn balance which will be expired at the date falling 6 months after this credit facilities agreement | 450,000 |
Undrawn balance which will be expired one month prior to the final maturity date | $ 550,000 |
LIBOR | |
Lines of credit and loan facilities | |
Percentage over variable rate basis | 1.15% |
Description of variable rate basis | LIBOR |
Commitments and contingencie116
Commitments and contingencies (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating lease commitments | |||
Rental and bandwidth leasing expenses | ¥ 3,892,365 | ¥ 2,827,353 | ¥ 1,827,441 |
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2,018 | 3,283,662 | ||
2,019 | 2,122,122 | ||
2,020 | 1,359,985 | ||
2,021 | 742,045 | ||
2,022 | 415,180 | ||
2023 and thereafter | 694,684 | ||
Total | 8,617,678 | ||
Office and fulfillment centers | |||
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2,018 | 2,845,163 | ||
2,019 | 1,977,245 | ||
2,020 | 1,313,517 | ||
2,021 | 737,960 | ||
2,022 | 411,823 | ||
2023 and thereafter | 689,488 | ||
Total | 7,975,196 | ||
Bandwidth | |||
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2,018 | 438,499 | ||
2,019 | 144,877 | ||
2,020 | 46,468 | ||
2,021 | 4,085 | ||
2,022 | 3,357 | ||
2023 and thereafter | 5,196 | ||
Total | ¥ 642,482 |
Commitments and contingencie117
Commitments and contingencies (Details 2) ¥ in Thousands | Dec. 31, 2017CNY (¥) |
Long-Term Debt Obligations | |
Capital commitments and Long-Term Debt Obligations | |
Expected repayment of nonrecourse securitization debt in 2018 | ¥ 12,684,881 |
Expected repayment of nonrecourse securitization debt in 2019 | 4,475,238 |
Capital commitments | |
Capital commitments and Long-Term Debt Obligations | |
Total capital commitments contracted but not yet reflected | ¥ 2,658,773 |
Restricted net assets (Details)
Restricted net assets (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2017CNY (¥) | |
Restricted net assets | |
Restricted net assets | ¥ 23,083,427 |
PRC | |
Restricted net assets | |
Required minimum percentage of annual appropriations to general reserve fund or statutory surplus fund | 10.00% |
PRC | General reserve fund | Foreign invested enterprise | |
Restricted net assets | |
Required minimum percentage of annual appropriations to general reserve fund | 10.00% |
Maximum percentage of statutory general reserve related to entity's registered capital | 50.00% |
PRC | Statutory surplus reserve | Domestic enterprise | |
Restricted net assets | |
Required minimum percentage of annual appropriations to statutory surplus fund | 10.00% |
Maximum percentage of statutory surplus reserve related to entity's registered capital | 50.00% |
Subsequent events (Details)
Subsequent events (Details) - Subsequent event - JD Logistics - USD ($) $ in Millions | Feb. 14, 2018 | Apr. 27, 2018 |
Subsequent events | ||
Amount raised | $ 2,550 | |
Equity stake acquired by investors (as a percent) | 19.00% | |
Subscription price paid as deposit by investors | $ 290 |
Parent company only condense120
Parent company only condensed financial information (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2016$ / shares | Dec. 31, 2016CNY (¥)shares | Dec. 31, 2015CNY (¥) |
Current assets: | |||||
Cash and cash equivalents | $ 3,948,224 | ¥ 25,688,327 | ¥ 15,567,036 | ¥ 13,982,393 | |
Prepayments and other current assets | 347,185 | 2,258,904 | 1,970,780 | ||
Amount due from related parties | 1,659,401 | 10,796,561 | 9,074,275 | ||
Total current assets | 17,679,579 | 115,028,652 | 106,932,098 | ||
Non-current assets: | |||||
Investment in equity investees | 2,851,286 | 18,551,319 | 14,628,786 | ||
Investment in subsidiaries and VIEs | ¥ | 8,800,593 | 9,489,813 | |||
Investment securities | 1,541,247 | 10,027,813 | 1,059,632 | ||
Intangible assets, net | 1,028,652 | 6,692,717 | 8,310,657 | ||
Total non-current assets | 10,609,153 | 69,026,314 | 53,441,420 | ||
Total assets | 28,288,732 | 184,054,966 | 160,373,518 | ||
Current liabilities: | |||||
Accrued expenses and other liabilities | 2,323,570 | 15,117,840 | 10,512,590 | ||
Total current liabilities | 18,174,789 | 118,250,621 | 104,740,235 | ||
Non-current liabilities: | |||||
Unsecured senior notes | 990,941 | 6,447,357 | 6,831,012 | ||
Total non-current liabilities | 2,061,946 | 13,415,642 | 14,413,500 | ||
Total liabilities | 20,236,735 | 131,666,263 | 119,153,735 | ||
Shareholders' equity | |||||
Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,467,134,904 Class A ordinary shares issued and 2,384,954,010 outstanding, 471,573,995 Class B ordinary shares issued and 451,490,387 outstanding as of December 31, 2016; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017.) | 58 | 377 | 377 | ||
Additional paid-in capital | 11,720,119 | 76,254,607 | 59,258,417 | ||
Statutory reserves | 97,746 | 635,966 | 132,938 | ||
Treasury stock | (685,122) | (4,457,608) | (5,181,880) | ||
Accumulated deficit | (3,417,397) | (22,234,609) | (21,860,345) | ||
Accumulated other comprehensive income | 283,123 | 1,842,081 | 1,543,393 | ||
Total JD.com, Inc. shareholders' equity | 7,998,527 | 52,040,814 | 33,892,900 | ||
Total liabilities, mezzanine equity and shareholders' equity | $ 28,288,732 | ¥ 184,054,966 | ¥ 160,373,518 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.00002 | $ 0.00002 | |||
Ordinary shares, shares authorized (in shares) | 100,000,000,000 | 100,000,000,000 | 100,000,000,000 | ||
Class A ordinary shares | |||||
Shareholders' equity | |||||
Ordinary shares, shares issued (in shares) | 2,477,346,590 | 2,477,346,590 | 2,467,134,904 | ||
Ordinary shares, shares outstanding (in shares) | 2,406,652,132 | 2,406,652,132 | 2,384,954,010 | ||
Class B ordinary shares | |||||
Shareholders' equity | |||||
Ordinary shares, shares issued (in shares) | 461,362,309 | 461,362,309 | 471,573,995 | ||
Ordinary shares, shares outstanding (in shares) | 446,011,297 | 446,011,297 | 451,490,387 | ||
Parent company | |||||
Current assets: | |||||
Cash and cash equivalents | $ 1,377,866 | ¥ 8,964,809 | ¥ 6,116,574 | ||
Prepayments and other current assets | 9,814 | 63,853 | 38,160 | ||
Amount due from related parties | 109,997 | 715,671 | 684,510 | ||
Total current assets | 1,497,677 | 9,744,333 | 6,839,244 | ||
Non-current assets: | |||||
Investment in equity investees | 1,155 | 7,514 | |||
Investment in subsidiaries and VIEs | 7,020,215 | 45,675,625 | 29,322,026 | ||
Investment securities | 5,517 | 35,893 | 38,226 | ||
Intangible assets, net | 475,316 | 3,092,549 | 4,615,708 | ||
Total non-current assets | 7,502,203 | 48,811,581 | 33,975,960 | ||
Total assets | 8,999,880 | 58,555,914 | 40,815,204 | ||
Current liabilities: | |||||
Accrued expenses and other liabilities | 10,412 | 67,743 | 91,292 | ||
Total current liabilities | 10,412 | 67,743 | 91,292 | ||
Non-current liabilities: | |||||
Unsecured senior notes | 990,941 | 6,447,357 | 6,831,012 | ||
Total non-current liabilities | 990,941 | 6,447,357 | 6,831,012 | ||
Total liabilities | 1,001,353 | 6,515,100 | 6,922,304 | ||
Shareholders' equity | |||||
Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,467,134,904 Class A ordinary shares issued and 2,384,954,010 outstanding, 471,573,995 Class B ordinary shares issued and 451,490,387 outstanding as of December 31, 2016; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017.) | 58 | 377 | 377 | ||
Additional paid-in capital | 11,720,119 | 76,254,607 | 59,258,417 | ||
Statutory reserves | 97,746 | 635,966 | 132,938 | ||
Treasury stock | (685,122) | (4,457,608) | (5,181,880) | ||
Accumulated deficit | (3,417,397) | (22,234,609) | (21,860,345) | ||
Accumulated other comprehensive income | 283,123 | 1,842,081 | 1,543,393 | ||
Total JD.com, Inc. shareholders' equity | 7,998,527 | 52,040,814 | 33,892,900 | ||
Total liabilities, mezzanine equity and shareholders' equity | $ 8,999,880 | ¥ 58,555,914 | ¥ 40,815,204 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.00002 | $ 0.00002 | |||
Ordinary shares, shares authorized (in shares) | 100,000,000,000 | 100,000,000,000 | 100,000,000,000 | ||
Parent company | Class A ordinary shares | |||||
Shareholders' equity | |||||
Ordinary shares, shares issued (in shares) | 2,477,346,590 | 2,477,346,590 | 2,467,134,904 | ||
Ordinary shares, shares outstanding (in shares) | 2,406,652,132 | 2,406,652,132 | 2,384,954,010 | ||
Parent company | Class B ordinary shares | |||||
Shareholders' equity | |||||
Ordinary shares, shares issued (in shares) | 461,362,309 | 461,362,309 | 471,573,995 | ||
Ordinary shares, shares outstanding (in shares) | 446,011,297 | 446,011,297 | 451,490,387 |
Parent company only condense121
Parent company only condensed financial information (Details 2) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Operating expenses | ||||
Marketing | $ (2,292,871) | ¥ (14,918,107,000) | ¥ (10,158,686,000) | ¥ (7,232,717,000) |
General and administrative | (647,801) | (4,214,790,000) | (3,435,878,000) | (2,187,890,000) |
Loss from operations | (128,409) | (835,476,000) | (1,251,653,000) | (5,357,899,000) |
Interest income | 388,929 | 2,530,490,000 | 1,226,852,000 | 673,006,000 |
Interest expense | (148,124) | (963,742,000) | (618,567,000) | (72,595,000) |
Others, net | 202,328 | 1,316,408,000 | 1,543,376,000 | (145,807,000) |
Net loss attributable to ordinary shareholders | (23,399) | (152,257,000) | (3,806,790,000) | (9,107,940,000) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (126,347) | (822,052,000) | 943,616,000 | 954,787,000 |
Net change in unrealized gains/(losses) on available-for-sale securities: | ||||
Unrealized gains/(losses), nil of tax | 226,398 | 1,473,014,000 | (78,792,000) | (238,852,000) |
Reclassification adjustment for (gains)/losses recorded in net income, nil of tax | (54,144) | (352,274,000) | 123,743,000 | 216,230,000 |
Net unrealized gains/(losses) on available-for-sale securities | 172,254 | 1,120,740,000 | 44,951,000 | (22,622,000) |
Total other comprehensive income | 298,688,000 | 988,567,000 | 930,951,000 | |
Total comprehensive income/(loss) attributable to ordinary shareholders | 22,508 | 146,431,000 | (2,818,223,000) | (8,176,989,000) |
Unrealized gains/(losses), tax | 0 | 0 | 0 | |
Reclassification adjustment for (gains)/losses recorded in net income, tax | 0 | 0 | 0 | |
Parent company | ||||
Operating expenses | ||||
Marketing | (186,776) | (1,215,222,000) | (1,218,760,000) | (1,221,580,000) |
General and administrative | (85,538) | (556,534,000) | (577,350,000) | (445,095,000) |
Loss from operations | (272,314) | (1,771,756,000) | (1,796,110,000) | (1,666,675,000) |
Share of income/(loss) of subsidiaries, consolidated VIEs and VIEs' subsidiaries | 263,924 | 1,717,151,000 | (1,948,761,000) | (7,520,216,000) |
Interest income | 10,274 | 66,848,000 | 55,373,000 | 143,757,000 |
Interest expense | (40,077) | (260,756,000) | (164,910,000) | |
Others, net | 14,794 | 96,256,000 | 47,618,000 | (64,806,000) |
Net loss | (23,399) | (152,257,000) | (3,806,790,000) | (9,107,940,000) |
Net loss attributable to ordinary shareholders | (23,399) | (152,257,000) | (3,806,790,000) | (9,107,940,000) |
Net loss | (23,399) | (152,257,000) | (3,806,790,000) | (9,107,940,000) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (126,347) | (822,052,000) | 943,616,000 | 953,573,000 |
Net change in unrealized gains/(losses) on available-for-sale securities: | ||||
Unrealized gains/(losses), nil of tax | 226,398 | 1,473,014,000 | (78,792,000) | (238,852,000) |
Reclassification adjustment for (gains)/losses recorded in net income, nil of tax | (54,144) | (352,274,000) | 123,743,000 | 216,230,000 |
Net unrealized gains/(losses) on available-for-sale securities | 172,254 | 1,120,740,000 | 44,951,000 | (22,622,000) |
Total other comprehensive income | 45,907 | 298,688,000 | 988,567,000 | 930,951,000 |
Total comprehensive income/(loss) attributable to ordinary shareholders | $ 22,508 | 146,431,000 | (2,818,223,000) | (8,176,989,000) |
Unrealized gains/(losses), tax | 0 | 0 | 0 | |
Reclassification adjustment for (gains)/losses recorded in net income, tax | ¥ 0 | ¥ 0 | ¥ 0 |
Parent company only condense122
Parent company only condensed financial information (Details 3) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) | |
Condensed Statements of Cash Flows | ||||
Net cash provided by/(used in) operating activities | $ 3,814,960 | ¥ 24,821,273 | ¥ 8,767,017 | ¥ 1,696,322 |
Cash flows from investing activities: | ||||
Purchase of short-term investments | (1,273,957) | (8,288,743) | (15,832,188) | (2,607,000) |
Maturity of short-term investments | 954,707 | 6,211,608 | 11,828,500 | 14,425,621 |
Purchases of investment securities | (1,202,569) | (7,824,277) | (50,000) | (1,139,386) |
Cash received from disposal of investment securities | 16,440 | |||
Loans provided to JD Finance | (951,061) | (6,187,891) | 1,856,144 | (5,085,864) |
Net cash used in investing activities | (5,763,351) | (37,498,092) | (48,268,577) | (5,790,525) |
Cash flows from financing activities: | ||||
Repurchase of ordinary shares | (5,338,274) | |||
Purchase of capped call options | (2,007,100) | |||
Proceeds from settlement of capped call options | 113,352 | 737,501 | 1,463,218 | |
Proceeds from issuance of ordinary shares pursuant to stock plans | 20,864 | 135,745 | 82,396 | 75,713 |
Proceeds from unsecured senior notes, net of discount and debt issuance costs | 6,355,969 | |||
Net cash provided by financing activities | 2,956,363 | 19,234,985 | 40,699,471 | 4,700,273 |
Effect of exchange rate changes on cash and cash equivalents | (98,602) | (641,534) | 709,916 | 343,147 |
Net increase in cash and cash equivalents | 909,370 | 5,916,632 | 1,907,827 | 949,217 |
Cash and cash equivalents at beginning of year | 3,038,854 | 19,771,695 | 17,863,868 | 16,914,651 |
Cash and cash equivalents at end of year | 3,948,224 | 25,688,327 | 19,771,695 | 17,863,868 |
Parent company | ||||
Condensed Statements of Cash Flows | ||||
Net cash provided by/(used in) operating activities | (16,172) | (105,219) | (33,756) | 169,018 |
Cash flows from investing activities: | ||||
Maturity of short-term investments | 6,367,600 | |||
Purchases of investment securities | (92,090) | |||
Cash received from disposal of investment securities | 16,440 | |||
Receipts from / (prepayments and investments in) subsidiaries, consolidated VIEs and VIEs' subsidiaries | 362,585 | 2,359,092 | (3,364,402) | (5,380,720) |
Prepayments and investments in equity investees | (1,175) | (7,646) | ||
Loans provided to JD Finance | (4,789) | (31,161) | (369,570) | (314,940) |
Net cash used in investing activities | 356,621 | 2,320,285 | (3,717,532) | 579,850 |
Cash flows from financing activities: | ||||
Repurchase of ordinary shares | (5,338,274) | |||
Purchase of capped call options | (2,007,100) | |||
Proceeds from settlement of capped call options | 113,352 | 737,501 | 1,463,218 | |
Proceeds from issuance of ordinary shares pursuant to stock plans | 20,864 | 135,745 | 82,396 | 75,713 |
Proceeds from unsecured senior notes, net of discount and debt issuance costs | 6,355,969 | |||
Net cash provided by financing activities | 134,216 | 873,246 | 556,209 | 75,713 |
Effect of exchange rate changes on cash and cash equivalents | (36,899) | (240,077) | 369,104 | (10,834) |
Net increase in cash and cash equivalents | 437,766 | 2,848,235 | (2,825,975) | 813,747 |
Cash and cash equivalents at beginning of year | 940,100 | 6,116,574 | 8,942,549 | 8,128,802 |
Cash and cash equivalents at end of year | $ 1,377,866 | ¥ 8,964,809 | ¥ 6,116,574 | ¥ 8,942,549 |