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JD.com, Inc. — Moody’s upgrades JD.com’s rankings to Baa1; outlook solid

Rating Action: Moody’s upgrades JD.com’s ratings to Baa1; outlook stable

Global Credit Research – 28 Aug 2020

Hong Kong, August 28, 2020 — Moody’s Investors Service has upgraded JD.com, Inc.’s issuer and senior unsecured ratings to Baa1 from Baa2, and has revised the rating outlook to stable from positive.

“The upgrade reflects JD.com’s consistently improving business and financial profiles despite sizeable investment needs, as well as its prudent financial policy that underpins low leverage and a robust cash position,” says Lina Choi, a Moody’s Senior Vice President.

“The upgrade also considers JD.com’s prudent approach towards investment and expanding funding channels, leaving it with ample buffer for future investment needs and potential volatility,” adds Choi.

RATINGS RATIONALE

JD.com’s Baa1 ratings reflect the company’s (1) growing and sizeable operations in China’s e-commerce market, (2) unique business model with deep supply-chain capability and economies of scale, and (3) track record of growing active users, leveraging both internal and external online traffic channels.

The ratings also take into consideration the solid financials of the company’s retail business, as illustrated by its increasing scale, strong cash flow and efficient working capital management and improving profitability.

JD.com’s ratings are constrained by the execution risks and capital requirements associated with (1) the development of its in-house logistics network, and (2) the investments required for new business development.

Benefiting from the accelerating trend towards digitization and online purchases following the coronavirus outbreak, Moody’s expects JD.com to grow its revenue by 15%-20% per year over the next 12-18 months. Cash flow will grow at similar rates, supported by stable profit margins for its retail business and improving profitability for JD Logistics. JD.com’s adjusted EBITDA margins improved to around 3.5% for the 12 months ended 30 June 2020 from 2.6% in 2018, based on preliminary results announcement.

JD.com has improved its financial profile, with leverage — as measured by adjusted debt/EBITDA — steadily declining to 2.3x at 30 June 2020 from 3.7x at 31 December 2018. The company also achieved a net cash position of RMB55 billion at 30 June 2020.

JD.com has achieved this improvement mainly through robust cash flow growth, which Moody’s expects to continue over the next 12-18 months. Solid revenue and cash flow growth will allow JD.com to keep its leverage around 2.0x and maintain a robust cash position. These strong metrics appropriately position JD.com at the Baa1 level when compared with its domestic and global rated peers.

JD.com has generated free cash flow in three out of four fiscal years since 2016. Consequently, the company has been able to fund most investments from operating cash flow, reducing its reliance on debt.

JD.com has also maintained excellent liquidity. Its $1 billion senior unsecured note issuance and secondary listing in The Hong Kong Stock Exchange completed in the first half of 2020, along with its strong balance sheet, net cash position and expanded funding channels, have enhanced the company’s financial flexibility.

As of 30 June 2020, JD.com had cash, restricted cash and short-term investments of RMB108.8 billion. Together with estimated annual operating cash flow of around RMB30 billion, these cash sources are more than sufficient to cover its short-term borrowings (including current portion of operating lease liabilities) of RMB16.4 billion and investment needs.

JD.com has also acquired a 36.8% equity interest in JD Digits by converting its prior profit-sharing rights with respect to JD Digits. JD Digits is a private company that provides technology-enabling services to consumers and companies across various sectors, including financial services, such as consumer loans and wealth management products. Moody’s has considered the potential contingent liabilities and reputational risks associated with JD Digits, and believes such risks are partially mitigated by the latter’s track record of raising new capital from a diversified shareholders base. JD.com’s strong financial profile provides an additional buffer against these risks.

JD.com’s ratings also take into consideration the following environmental, social and governance (ESG) factors:

In terms of social factors, JD.com handles vast amounts of personal data, exposing it to the risk of a data breach. However, this risk is mitigated by JD.com’s compliance with legal and regulatory requirements for the collection, processing, retention and protection of personal data, supported by an up-to-date data security system.

In terms of governance considerations, Moody’s has taken into account JD.com’s prudent approach towards investment and expanding funding channels, leaving it with ample financial buffer. Today’s rating action reflects the company’s improved financial profile arising from this prudent financial strategy.

Moody’s also considers the high concentration of voting power in the company’s key shareholder, Richard Liu. However, this risk is mitigated by (1) a balanced board, with most of the members being independent nonexecutive directors and only independent directors in its audit committee; and (2) the company’s long track record as a listed and regulated entity and the presence of other strategic shareholders, such as Tencent Holdings Limited (A1 stable) and Walmart Inc. (Aa2 stable).

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FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The stable rating outlook reflects JD.com’s strong business profile, stable profit margin and sustained solid cash flow.

Given JD.com’s investment needs, an upgrade is unlikely in the near term. However, JD.com’s ratings could be upgraded over time if it (1) continues to grow revenue and profits, (2) remains prudent in its investments, and (3) maintains controlled growth in JD Digits’ receivables securitization with good loan-quality management.

Financial indicators that would lead to an upgrade include (1) adjusted debt/EBITDA remaining below 2.0x, and (2) continued growth in operating cash flow and a net cash position, both on a sustained basis.

Moody’s could downgrade the ratings if (1) JD.com fails to maintain stable profitable operations, (2) it engages in acquisitions that strain its balance-sheet liquidity or raise its overall operational or financial risk, or (3) JD Digits aggressively grows its receivables securitization, raising the risk of additional financial requirements from JD.com if nonperforming loans rise.

Financial indicators that would lead to a downgrade include (1) adjusted debt/EBITDA remaining consistently above 2.5x, and (2) negative operating cash flow or a reversal to an operating loss on a sustained basis.

The principal methodology used in these ratings was Retail Industry published in May 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1120379. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

JD.com, Inc. is the largest retailer in China in terms of revenue, both online and offline. The company offers a wide selection of products, including communications, computers and consumer electronics, home appliances, apparel, food, books and other household items.

The company provides an online marketplace for third-party sellers to sell products to customers through its website and mobile applications. As of 30 June 2020, JD.com owned and operated an in-house end-to-end fulfillment and delivery network that covered almost all counties and districts in China.

REGULATORY DISCLOSURES

For further specification of Moody’s key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody’s Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody’s rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider’s credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

These ratings are solicited. Please refer to Moody’s Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.

Moody’s considers a rated entity or its agent(s) to be participating when it maintains an overall relationship with Moody’s. Unless noted in the Regulatory Disclosures as a Non-Participating Entity, the rated entity is participating and the rated entity or its agent(s) generally provides Moody’s with information for the purposes of its ratings process. Please refer to www.moodys.com for the Regulatory Disclosures for each credit rating action under the ratings tab on the issuer/entity page and for details of Moody’s Policy for Designating Non-Participating Rated Entities.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Moody’s general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.

At least one ESG consideration was material to the credit rating action(s) announced and described above.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s affiliates outside the EU and is endorsed by Moody’s Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody’s office that issued the credit rating is available on www.moodys.com.

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Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody’s legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

The first name below is the lead rating analyst for this Credit Rating and the last name below is the person primarily responsible for approving this Credit Rating.

Lina Choi Senior Vice President Corporate Finance Group Moody's Investors Service Hong Kong Ltd. 24/F One Pacific Place 88 Queensway Hong Kong China (Hong Kong S.A.R.) JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077 Clement Cheuk Yiu Wong Associate Managing Director Corporate Finance Group JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077 Releasing Office: Moody's Investors Service Hong Kong Ltd. 24/F One Pacific Place 88 Queensway Hong Kong China (Hong Kong S.A.R.) JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077

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