UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2021

Commission File Number: 001-36450

JD.com, Inc.

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

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

(Address of principal executive offices)

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

Form 20-F  ☒             Form 40-F  ☐

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

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

Exhibit Index

SIGNATURES

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

Date: March 11, 2021

Exhibit 99.1

JD.com Announces Fourth Quarter and Full Year 2020 Results

Beijing, China—March 11, 2021—JD.com, Inc. (NASDAQ: JD and HKEX: 9618), China’s leading technology driven e-commerce company transforming to become the leading supply chain-based technology and service provider, today announced its unaudited financial results for the quarter and the full year ended December 31, 2020.

Fourth Quarter and Full Year 2020 Highlights

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“JD saw accelerated revenue and user growth during the fourth quarter driven by our long-term operating philosophy and customer-centric value proposition despite the ongoing market challenges,” said Richard Liu, Chairman and Chief Executive Officer of JD.com. “During this quarter, JD continued its strategic transformation into a supply chain-based technology and service company with increasingly diversified sources of revenues. With a strong momentum going into 2021 and with our recently optimized organizational structure, JD will continue to invest in innovative, high potential businesses to drive long-term sustainable growth.”

“We are pleased to conclude the year on a strong note with another quarter of solid top and bottom-line results as well as excellent cash flow,” said Sandy Xu, Chief Financial Officer of JD.com. “Our operational efficiency continued to improve driven by technology and innovation. We have also made progress in a number of new businesses that we have been incubating, including the successful IPO of JD Health, the submission of JD Logistics’s listing application to the Hong Kong Stock Exchange and the progress of JD Property’s series A financing.”

Business Highlights

Environment, Social and Governance

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JD Retail

JD Health

JD Logistics

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Jingxi Business

JD Property

Other Highlights

Operational Metrics Update

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Fourth Quarter 2020 Financial Results

Net Revenues. For the fourth quarter of 2020, JD.com reported net revenues of RMB224.3 billion (US$34.4 billion), representing a 31.4% increase from the same period in 2019. Net product revenues increased by 28.4%, while net service revenues increased by 53.2% for the fourth quarter of 2020, as compared to the same period of 2019.

Cost of Revenues. Cost of revenues increased by 31.7% to RMB193.2 billion (US$29.6 billion) for the fourth quarter of 2020 from RMB146.7 billion for the fourth quarter of 2019.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 34.2% to RMB14.8 billion (US$2.3 billion) for the fourth quarter of 2020 from RMB11.0 billion for the fourth quarter of 2019.

Marketing Expenses. Marketing expenses increased by 26.7% to RMB10.4 billion (US$1.6 billion) for the fourth quarter of 2020 from RMB8.2 billion for the fourth quarter of 2019.

Research and Development Expenses. Research and development expenses increased by 25.4% to RMB4.5 billion (US$0.7 billion) for the fourth quarter of 2020 from RMB3.6 billion for the fourth quarter of 2019.

General and Administrative Expenses. General and administrative expenses increased by 34.4% to RMB2.0 billion (US$0.3 billion) for the fourth quarter of 2020 from RMB1.5 billion for the fourth quarter of 2019. The increase was primarily due to the increase in share-based compensation expenses in relation to JD Health’s share incentive plan.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the fourth quarter of 2020 was RMB594.9 million (US$91.2 million), compared to RMB529.5 million for the same period last year. Non-GAAP income from operations for the fourth quarter of 2020 was RMB1,213.5 million (US$186.0 million), compared to non-GAAP income from operations of RMB704.0 million for the fourth quarter of 2019. Operating margin of JD Retail before unallocated items for the fourth quarter of 2020 was 1.5%, compared to 1.4% for the fourth quarter of 2019.

Non-GAAP EBITDA for the fourth quarter of 2020 was RMB2.7 billion (US$0.4 billion), compared to RMB2.0 billion for the fourth quarter of 2019.

Others, net. Others are other non-operating income/(loss), primarily consist of gains/(losses) from fair value change of long-term investments, gains from business and investment disposals, impairment of investments, government incentives, and foreign exchange gains/(losses). In the fourth quarter of 2020, other non-operating income was RMB21.0 billion (US$3.2 billion), as compared to other non-operating income of RMB3.6 billion for the fourth quarter of 2019. The substantial increase was primarily due to increase in the net gain arising from increases in the market prices of our equity investments in publicly-traded companies, the net gain for the fourth quarter of 2020 was RMB20.5 billion (US$3.1 billion), as compared to net gain of RMB4.2 billion for the same period of last year.

Net Income Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net income attributable to ordinary shareholders for the fourth quarter of 2020 was RMB24.3 billion (US$3.7 billion), compared to RMB3.6 billion for the same period last year. Non-GAAP net income attributable to ordinary shareholders for the fourth quarter of 2020 was RMB2.4 billion (US$0.4 billion), compared to RMB0.8 billion for the same period last year.

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Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the fourth quarter of 2020 was RMB15.18 (US$2.33), compared to RMB2.44 for the fourth quarter of 2019. Non-GAAP diluted net income per ADS for the fourth quarter of 2020 was RMB1.49 (US$0.23), compared to RMB0.54 for the fourth quarter of 2019.

Cash Flow and Working Capital

As of December 31, 2020, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB151.1 billion (US$23.2 billion), compared to RMB64.5 billion as of December 31, 2019. For the fourth quarter of 2020, free cash flow of the company was as follows:

Net cash used in investing activities was RMB13.7 billion (US$2.1 billion) for the fourth quarter of 2020, consisting primarily of increase in short-term investments of RMB12.5 billion, cash paid for investments in equity investees and purchases of investment securities of RMB7.2 billion and cash paid for capital expenditures of RMB4.5 billion, partially offset by cash received from disposal of investment securities of RMB7.0 billion, and proceeds from sale of development properties of RMB3.6 billion.

Net cash provided by financing activities was RMB23.4 billion (US$3.6 billion) for the fourth quarter of 2020, consisting primarily of net proceeds of RMB25.8 billion from the initial public offering of JD Health, partially offset by repayment of short-term debts of RMB2.9 billion.

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Full Year 2020 Financial Results

Net Revenues. For the full year of 2020, JD.com reported net revenues of RMB745.8 billion (US$114.3 billion), representing a 29.3% increase from the full year of 2019. Net product revenues increased by 27.6%, while net service revenues increased by 42.0% for the full year of 2020, as compared to the full year of 2019.

Cost of Revenues. Cost of revenues increased by 29.3% to RMB636.7 billion (US$97.6 billion) for the full year of 2020 from RMB492.5 billion for the full year of 2019.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 31.7% to RMB48.7 billion (US$7.5 billion) for the full year of 2020 from RMB37.0 billion for the full year of 2019.

Marketing Expenses. Marketing expenses increased by 22.1% to RMB27.2 billion (US$4.2 billion) for the full year of 2020 from RMB22.2 billion for the full year of 2019.

Research and Development Expenses. Research and development expenses increased by 10.5% to RMB16.1 billion (US$2.5 billion) for the full year of 2020 from RMB14.6 billion for the full year of 2019.

General and Administrative Expenses. General and administrative expenses increased by 16.7% to RMB6.4 billion (US$1.0 billion) for the full year of 2020 from RMB5.5 billion for the full year of 2019.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the full year of 2020 was RMB12.3 billion (US$1.9 billion), compared to RMB9.0 billion for the full year of 2019. Non-GAAP income from operations for the full year of 2020 was RMB15.3 billion (US$2.4 billion) with a non-GAAP operating margin of 2.1%, as compared to non-GAAP income from operations of RMB8.9 billion for the full year of 2019 with a non-GAAP operating margin of 1.5%. Operating margin of JD Retail before unallocated items for the full year of 2020 was 2.8%, compared to 2.5% for the full year of 2019.

Non-GAAP EBITDA for the full year of 2020 was RMB20.7 billion (US$3.2 billion) with a non-GAAP EBITDA margin of 2.8%, compared to RMB13.8 billion with a non-GAAP EBITDA margin of 2.4% for the full year of 2019.

Others, net. Others are other non-operating income/(loss), primarily consist of gains/(losses) from fair value change of long-term investments, gains from business and investment disposals, impairment of investments, government incentives, and foreign exchange gains/(losses). In the full year of 2020, other non-operating income was RMB32.6 billion (US$5.0 billion), as compared to other non-operating income of RMB5.4 billion for the full year of 2019. The substantial increase was primarily due to the increase in the net gain arising from increases in the market prices of our equity investments in publicly-traded companies, the net gain for the full year of 2020 was RMB29.5 billion (US$4.5 billion), as compared to net gain of RMB3.5 billion for the full year of 2019.

Net Income Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net income attributable to ordinary shareholders for the full year of 2020 was RMB49.4 billion (US$7.6 billion), compared to RMB12.2 billion for the full year of 2019. Non-GAAP net income attributable to ordinary shareholders for the full year of 2020 was RMB16.8 billion (US$2.6 billion), compared to RMB10.7 billion for the full year of 2019.

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Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the full year of 2020 was RMB31.68 (US$4.86), compared to RMB8.21 for the full year of 2019. Non-GAAP diluted net income per ADS for the full year of 2020 was RMB10.56 (US$1.62), compared to RMB7.25 for the full year of 2019.

Cash Flow and Working Capital

For the full year of 2020, free cash flow of the company was as follows:

Net cash used in investing activities was RMB57.8 billion (US$8.9 billion) for the full year of 2020, consisting primarily of increase in short-term investments of RMB35.6 billion, increase in time deposits of RMB5.0 billion, cash paid for investments in equity investees and purchases of investment securities of RMB18.1 billion and cash paid for capital expenditures of RMB12.5 billion, partially offset by cash received from disposal of investments in equity investees and investment securities of RMB10.2 billion, and proceeds from sale of development properties of RMB4.8 billion.

Net cash provided by financing activities was RMB71.1 billion (US$10.9 billion) for the full year of 2020, consisting primarily of net proceeds of RMB32.1 billion from the non-redeemable series B preference share financing of JD Health together with the initial public offering of JD Health, net proceeds of RMB31.3 billion from the company’s Hong Kong Listing, and net proceeds of RMB6.8 billion from the issuance of unsecured senior notes.

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Supplemental Information

The table below sets forth the segment operating results:

JD Property develops and manages logistics facilities and other real estate properties. By leveraging its fund management platform, JD Property can realize development profits and recycle capital from mature properties to fund new developments and scale the business.

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The table below sets forth the revenue information:

Recent Development

JD Logistics

On February 16, 2021, JD Logistics, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, the JD Logistics’s shares (representing ordinary shares with a par value of US$0.000025 each in the share capital of JD Logistics) on the Main Board of the Hong Kong Stock Exchange. Please note that there is no assurance as to whether or when the proposed listing may take place.

JD Property

On March 10, 2021, JD Property, the infrastructure asset management and integrated service platform within and a subsidiary of JD.com, entered into definitive agreements for the non-redeemable series A preferred share financing with co-lead investors Hillhouse Capital and Warburg Pincus, among others. The total amount expected to be raised is approximately US$700 million, subject to customary closing conditions. JD.com will remain the majority shareholder of JD Property after the completion of this transaction. By leveraging Warburg Pincus and Hillhouse Capital’s industry expertise and resources, JD Property will further strengthen its infrastructure property management capabilities and its position as a leading player in high-quality infrastructure properties development and operations.

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Conference Call

JD.com’s management will hold a conference call at 7:00 am, Eastern Time on March 11, 2021, (8:00 pm, Beijing/Hong Kong Time on March 11, 2021) to discuss the fourth quarter and full year 2020 financial results.

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

PRE-REGISTER LINK: http://apac.directeventreg.com/registration/event/2584734

CONFERENCE ID: 2584734

A telephone replay will be available from 10:00 am, Eastern Time on March 11, 2021 through 8:59 am, Eastern Time on March 19, 2021. The dial-in details are as follows:

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

About JD.com

JD.com is a leading technology driven e-commerce company transforming to become the leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries. JD.com is the largest retailer in China, a member of the NASDAQ100 and a Fortune Global 500 company.

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Non-GAAP Measures

In evaluating the business, the company considers and uses non-GAAP measures, such as non-GAAP income/(loss) from operations, non-GAAP operating margin, non-GAAP net income/(loss) attributable to ordinary shareholders, non-GAAP net margin, free cash flow, non-GAAP EBITDA, non-GAAP EBITDA margin, non-GAAP net income/(loss) per share and non-GAAP net income/(loss) per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The company defines non-GAAP income/(loss) from operations as income/(loss) from operations excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, gain on sale of development properties and impairment of goodwill and intangible assets. The company defines non-GAAP net income/(loss) attributable to ordinary shareholders as net income/(loss) attributable to ordinary shareholders excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements and non-compete agreements, gain/(loss) on disposals/deemed disposals of investments, reconciling items on the share of equity method investments, loss/(gain) from fair value change of long-term investments, impairment of goodwill, intangible assets and investments, gain and foreign exchange impact in relation to sale of development properties and tax effects on non-GAAP adjustments. The company defines free cash flow as operating cash flow adjusting the impact from JD Baitiao receivables included in the operating cash flow and capital expenditures, net of the proceeds from sale of development properties. Capital expenditures include purchase of property, equipment and software, cash paid for construction in progress, purchase of intangible assets and land use rights. The company defines non-GAAP EBITDA as non-GAAP income/(loss) from operations plus depreciation and amortization excluding amortization of intangible assets resulting from assets and business acquisitions. Non-GAAP basic net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods. Non-GAAP diluted net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the periods, including the dilutive effect of share-based awards as determined under the treasury stock method. Non-GAAP net income/(loss) per ADS is equal to non-GAAP net income/(loss) per share multiplied by two.

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

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

CONTACTS:

Investor Relations

Ruiyu Li

Senior Director of Investor Relations

+86 (10) 8912-6804

IR@JD.com

Media

+86 (10) 8911-6155

Press@JD.com

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JD.com’s strategic and operational plans, contain forward-looking statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; Chinese governmental policies relating to JD.com’s industry and general economic conditions in China. Further information regarding these and other risks is included in JD.com’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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JD.com, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows and Free Cash Flow

(In thousands)

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JD.com, Inc.

Supplemental Financial Information and Business Metrics

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In thousands, except percentage data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In thousands, except percentage data)