QuickLinks -- Click here to rapidly navigate through this document

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

November 13, 2019

Commission File Number: 001-36614

Alibaba Group Holding Limited
(Registrant's name)

c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
(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    ý Form 40-F    o

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

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

   



EXPLANATORY NOTE

Explanatory note to Exhibit 99.1

       Exhibit 99.1 to this Form 6-K does not reflect events occurring after the filing of the Company's Annual Report on Form 20-F for the year ended March 31, 2019, as filed with the Securities and Exchange Commission on June 5, 2019, and does not modify or update the disclosures therein in any way, other than to reflect the 1-to-8 subdivision of the registrant's ordinary shares (the "Share Subdivision"), which became effective on July 30, 2019. Simultaneously with the Share Subdivision, the change in the ratio of the registrant's American depositary share ("ADS") to ordinary share (the "ADS Ratio Change") also became effective. Following the ADS Ratio Change, each ADS now represents eight ordinary shares. Previously, each ADS represented one ordinary share.



EXHIBITS

  Exhibit 99.1     Updated Part III, Item 18. Financial Statements, from the Company's Annual Report on Form 20-F for the year ended March 31, 2019, as filed with the Securities and Exchange Commission on June 5, 2019

 

EX-101.INS

 

 

 

XBRL Taxonomy Instance Document

 

EX-101.SCH

 

 

 

XBRL Taxonomy Extension Schema Document

 

EX-101.CAL

 

 

 

XBRL Taxonomy Calculation Linkbase Document

 

EX-101.DEF

 

 

 

XBRL Taxonomy Extension Definition Linkbase Document

 

EX-101.LAB

 

 

 

XBRL Taxonomy Label Linkbase Document

 

EX-101.PRE

 

 

 

XBRL Taxonomy Presentation Linkbase Document

3



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.


 

 

ALIBABA GROUP HOLDING LIMITED

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ TIMOTHY A. STEINERT

Name:    Timothy A. STEINERT
Title:      General Counsel and Secretary

Date: November 13, 2019

4




QuickLinks

EXPLANATORY NOTE
EXHIBITS
SIGNATURES

Table of Contents


Exhibit 99.1

ALIBABA GROUP HOLDING LIMITED
INDEX TO FINANCIAL STATEMENTS

 
  Page  

Report of Independent Registered Public Accounting Firm

    F-2  

Consolidated Income Statements for the Years Ended March 31, 2017, 2018 and 2019

    F-4  

Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2017, 2018 and 2019

    F-5  

Consolidated Balance Sheets as of March 31, 2018 and 2019

    F-6  

Consolidated Statements of Changes in Shareholders' Equity for the Years Ended March 31, 2017, 2018 and 2019

    F-8  

Consolidated Statements of Cash Flows for the Years Ended March 31, 2017, 2018 and 2019

    F-11  

Notes to Consolidated Financial Statements

    F-14  

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Alibaba Group Holding Limited

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Alibaba Group Holding Limited and its subsidiaries (the "Company") as of March 31, 2018 and 2019, and the related consolidated income statements, consolidated statements of comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended March 31, 2019, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2(t), Note 11 and Note 13 to the consolidated financial statements, the Company changed the manner in which it accounts for its investments in equity securities for the year ended March 31, 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting (not presented herein) appearing under Item 15 of the Company's 2019 Annual Report on Form 20-F. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our

F-2


Table of Contents

audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Hong Kong, June 5, 2019, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the Share Subdivision and the ADS Ratio Change discussed in Note 2(a), as to which the date is November 13, 2019

We have served as the Company's auditor since 1999.

F-3


Table of Contents

ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED INCOME STATEMENTS

 
   
  Year ended March 31,  
 
   
  2017   2018   2019  
 
   
  RMB   RMB   RMB   US$  
 
   
   
   
   
  (Note 2(a))
 
 
   
  (in millions, except per share data)
 

  Notes                          

Revenue

  5, 21     158,273     250,266     376,844     56,152  

Cost of revenue

  21     (59,483 )   (107,044 )   (206,929 )   (30,833 )

Product development expenses

  21     (17,060 )   (22,754 )   (37,435 )   (5,578 )

Sales and marketing expenses

  21     (16,314 )   (27,299 )   (39,780 )   (5,928 )

General and administrative expenses

  21     (12,239 )   (16,241 )   (24,889 )   (3,708 )

Amortization of intangible assets

  15     (5,122 )   (7,120 )   (10,727 )   (1,599 )

Impairment of goodwill

  16         (494 )      
 

Income from operations

        48,055     69,314     57,084     8,506  

Interest and investment income, net

        8,559     30,495     44,106     6,572  

Interest expense

        (2,671 )   (3,566 )   (5,190 )   (773 )

Other income, net

  6, 21     6,086     4,160     221     32  

Income before income tax and share of results of equity investees

        60,029     100,403     96,221     14,337  

Income tax expenses

  7     (13,776 )   (18,199 )   (16,553 )   (2,466 )

Share of results of equity investees

  13     (5,027 )   (20,792 )   566     84  

Net income

        41,226     61,412     80,234     11,955  

Net loss attributable to noncontrolling interests

        2,449     2,681     7,652     1,140  

Net income attributable to Alibaba Group Holding Limited

        43,675     64,093     87,886     13,095  

Accretion of mezzanine equity

            (108 )   (286 )   (42 )

Net income attributable to ordinary shareholders

        43,675     63,985     87,600     13,053  

Earnings per share attributable to ordinary shareholders (Note)

  9                          

Basic

        2.19     3.13     4.24     0.63  

Diluted

        2.12     3.06     4.17     0.62  

Earnings per ADS attributable to ordinary shareholders (one ADS equals eight ordinary shares)

  9                          

Basic

        17.52     25.06     33.95     5.06  

Diluted

        16.97     24.51     33.38     4.97  

Weighted average number of shares used in computing earnings per share (million shares) (Note)

  9                          

Basic

        19,941     20,425     20,640        

Diluted

        20,579     20,881     20,988        
Note:
Basic and diluted earnings per share and the number of shares have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

   

The accompanying notes form an integral part of these consolidated financial statements.

F-4


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  Year ended March 31,  
 
  2017   2018   2019  
 
  RMB   RMB   RMB   US$  
 
   
   
   
  (Note 2(a))
 
 
  (in millions)
 

Net income

    41,226     61,412     80,234     11,955  

Other comprehensive income (loss):

   
 
   
 
   
 
   
 
 

- Foreign currency translation:

                         

Change in unrealized (losses) gains

    (2,191 )   (805 )   1,068     159  

Reclassification adjustment for losses recorded in net income          

    44            
 

Net change

    (2,147 )   (805 )   1,068     159  

- Available-for-sale securities:

                         

Change in unrealized gains

    8,911     769          

Reclassification adjustment for (gains) losses recorded in net income

    (5,764 )   57          

Tax effect

    (1,042 )   385        
 

Net change

    2,105     1,211        
 

- Share of other comprehensive income of equity method investees:

                         

Change in unrealized gains (losses)

    780     (930 )   582     87  

- Interest rate swaps under hedge accounting and others:

                         

Change in unrealized gains (losses)

    433     143     (295 )   (44 )

- Forward exchange contracts under hedge accounting:

                         

Change in unrealized gains (losses)

    169     (85 )      
 

Other comprehensive income (loss)

    1,340     (466 )   1,355     202  

Total comprehensive income

    42,566     60,946     81,589     12,157  

Total comprehensive loss attributable to noncontrolling interests

    389     2,215     6,637     989  

Total comprehensive income attributable to ordinary shareholders

    42,955     63,161     88,226     13,146  

   

The accompanying notes form an integral part of these consolidated financial statements.

F-5


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS

 
   
  As of March 31,  
 
   
  2018   2019  
 
   
  RMB   RMB   US$  
 
   
   
   
  (Note 2(a))
 
 
   
  (in millions)
 

  Notes                    

Assets

                       

Current assets:

                       

Cash and cash equivalents

  2(p)     199,309     189,976     28,308  

Short-term investments

  2(q)     6,086     3,262     486  

Restricted cash and escrow receivables

  10     3,417     8,518     1,269  

Investment securities

  11     4,815     9,927     1,479  

Prepayments, receivables and other assets

  12     43,228     58,590     8,730  

Total current assets

        256,855     270,273     40,272  

Investment securities

  11     38,192     157,090     23,407  

Prepayments, receivables and other assets

  12     26,274     28,018     4,175  

Investments in equity investees

  13     139,700     84,454     12,584  

Property and equipment, net

  14     66,489     92,030     13,713  

Intangible assets, net

  15     27,465     68,276     10,173  

Goodwill

  16     162,149     264,935     39,477  

Total assets

        717,124     965,076     143,801  

Liabilities, mezzanine equity and shareholders' equity

 

 

   
 
   
 
   
 
 

Current liabilities:

                       

Current bank borrowings

  19     6,028     7,356     1,096  

Current unsecured senior notes

  20         15,110     2,251  

Income tax payable

        13,689     17,685     2,635  

Escrow money payable

  10     3,053     8,250     1,229  

Accrued expenses, accounts payable and other liabilities

  18     81,165     117,711     17,540  

Merchant deposits

  2(ad)     9,578     10,762     1,604  

Deferred revenue and customer advances

  17     22,297     30,795     4,589  

Total current liabilities

        135,810     207,669     30,944  

Deferred revenue

  17     993     1,467     219  

Deferred tax liabilities

  7     19,312     22,517     3,355  

Non-current bank borrowings

  19     34,153     35,427     5,279  

Non-current unsecured senior notes

  20     85,372     76,407     11,385  

Other liabilities

  18     2,045     6,187     922  

Total liabilities

        277,685     349,674     52,104  

   

The accompanying notes form an integral part of these consolidated financial statements.

F-6


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS (CONTINUED)

 
   
  As of March 31,  
 
   
  2018   2019  
 
   
  RMB   RMB   US$  
 
   
   
   
  (Note 2(a))
 
 
   
  (in millions)
 

  Notes                    

Commitments and contingencies

  23, 24              

Mezzanine equity

       
3,001
   
6,819
   
1,016
 

Shareholders' equity:

 

 

   
 
   
 
   
 
 

Ordinary shares, US$0.000003125 par value; 32,000,000,000 shares authorized as of March 31, 2018 and 2019; 20,575,438,744 and 20,696,476,576 shares issued and outstanding as of March 31, 2018 and 2019, respectively (Note)

        1     1      

Additional paid-in capital

        186,764     231,783     34,537  

Treasury shares, at cost

  2(ag)     (2,233 )        

Restructuring reserve

  4(a)     (361 )   (97 )   (15 )

Subscription receivables

        (163 )   (49 )   (7 )

Statutory reserves

  2(ah)     4,378     5,068     755  

Accumulated other comprehensive income (loss)

                       

Cumulative translation adjustments

        (3,594 )   (2,592 )   (386 )

Unrealized gains on available-for-sale securities, interest rate swaps and others            

        8,677     257     38  

Retained earnings

        172,353     257,886     38,426  

Total shareholders' equity

        365,822     492,257     73,348  

Noncontrolling interests

        70,616     116,326     17,333  

Total equity

        436,438     608,583     90,681  

Total liabilities, mezzanine equity and equity

        717,124     965,076     143,801  

Note:   Par value per share and the number of shares have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

   

The accompanying notes form an integral part of these consolidated financial statements.

F-7


Table of Contents

ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 
   
   
   
   
   
   
   
  Accumulated other
comprehensive income (loss)
   
   
   
   
 
 
   
   
   
   
   
   
   
   
  Unrealized
gains (losses) on
available-for-sale
securities, interest
rate swaps and
others
   
   
   
   
 
 
  Ordinary shares    
   
   
   
   
   
   
   
   
   
 
 
  Share
(Note)
  Amount   Additional
paid-in
capital
  Treasury
shares
  Restructuring
reserve
(Note 4(a))
  Subscription
receivables
  Statutory
reserves
  Cumulative
translation
adjustments
  Retained
earnings
  Total
shareholders'
equity
  Noncontrolling
interests
  Total
equity
 
 
   
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
 
 
 
(in millions, except share data)

 

Balance as of April 1, 2016

    19,791,422,872     1     132,206         (888 )   (172 )   3,244     (1,050 )   4,894     78,752     216,987     32,552     249,539  

Foreign currency translation adjustment

                        (17 )       (2,612 )   322         (2,307 )   99     (2,208 )

Net change in unrealized gains on available-for-sale securities

                                    2,105         2,105         2,105  

Share of additional paid-in capital and other comprehensive income of equity method investees

            1,419                         780         2,199         2,199  

Change in fair value of forward exchange contracts under hedge accounting

                                    169         169         169  

Change in fair value of interest rate swaps under hedge accounting

                                    433         433         433  

Net income for the year

                                        43,675     43,675     (488 )   43,187  

Deconsolidation of subsidiaries

                                44             44         44  

Acquisition of subsidiaries

                                                9,209     9,209  

Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans

    449,325,240         575             126                     701         701  

Repurchase and retirement of ordinary shares

    (216,432,112 )       (149 )                           (13,033 )   (13,182 )       (13,182 )

Transactions with noncontrolling interests

            210                                 210     571     781  

Amortization of compensation cost

            15,610                                 15,610     487     16,097  

Tax benefits from share-based awards

            689                                 689         689  

Issuance of ordinary shares (Note 4(y))

    210,597,512         14,012     (2,823 )                           11,189         11,189  

Exercise of right of subscription by noncontrolling interest for Partner Capital Investment Plan (Note 8(c))

                                                100     100  

Appropriation to statutory reserves

                            836             (836 )            

Others

            13         264                         277     (200 )   77  

Balance as of March 31, 2017

    20,234,913,512     1     164,585     (2,823 )   (624 )   (63 )   4,080     (3,618 )   8,703     108,558     278,799     42,330     321,129  

Note:    The number of shares has been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

The accompanying notes form an integral part of these consolidated financial statements.

F-8


Table of Contents

ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)

 
   
   
   
   
   
   
   
  Accumulated other
comprehensive income (loss)
   
   
   
   
 
 
   
   
   
   
   
   
   
   
  Unrealized
gains (losses) on
available-for-sale
securities, interest
rate swaps and
others
   
   
   
   
 
 
  Ordinary shares    
   
   
   
   
   
   
   
   
   
 
 
  Share
(Note)
  Amount   Additional
paid-in
capital
  Treasury
shares
  Restructuring
reserve
(Note 4(a))
  Subscription
receivables
  Statutory
reserves
  Cumulative
translation
adjustments
  Retained
earnings
  Total
shareholders'
equity
  Noncontrolling
interests
  Total
equity
 
 
   
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
 
 
 
(in millions, except share data)

 

Balance as of April 1, 2017

    20,234,913,512     1     164,585     (2,823 )   (624 )   (63 )   4,080     (3,618 )   8,703     108,558     278,799     42,330     321,129  

Foreign currency translation adjustment

                        14         24     (366 )       (328 )   (463 )   (791 )

Net change in unrealized gains on available-for-sale securities

                                    1,212         1,212     (1 )   1,211  

Share of additional paid-in capital and other comprehensive income of equity method investees

            (525 )                       (930 )       (1,455 )       (1,455 )

Change in fair value of forward exchange contracts under hedge accounting

                                    (85 )       (85 )       (85 )

Change in fair value of interest rate swaps under hedge accounting

                                    143         143         143  

Net income for the year

                                        64,093     64,093     (1,751 )   62,342  

Acquisition of subsidiaries

                                                40,087     40,087  

Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans

    340,525,232         3,945             (114 )                   3,831         3,831  

Transactions with noncontrolling interests

            (186 )                               (186 )   (10,513 )   (10,699 )

Amortization of compensation cost

            19,053                                 19,053     1,039     20,092  

Partial disposal of the Company's shares by Suning (Note 4(y))

                590                             590         590  

Appropriation to statutory reserves

                            298             (298 )            

Others

            (108 )       263                         155     (112 )   43  

Balance as of March 31, 2018

    20,575,438,744     1     186,764     (2,233 )   (361 )   (163 )   4,378     (3,594 )   8,677     172,353     365,822     70,616     436,438  

Note:    The number of shares has been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

The accompanying notes form an integral part of these consolidated financial statements.

F-9


Table of Contents

ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)

 
   
   
   
   
   
   
   
  Accumulated other
comprehensive income (loss)
   
   
   
   
 
 
   
   
   
   
   
   
   
   
  Unrealized
gains (losses) on
available-for-sale
securities, interest
rate swaps and
others
   
   
   
   
 
 
  Ordinary shares    
   
   
   
   
   
   
   
   
   
 
 
  Share
(Note)
  Amount   Additional
paid-in
capital
  Treasury
shares
  Restructuring
reserve
(Note 4(a))
  Subscription
receivables
  Statutory
reserves
  Cumulative
translation
adjustments
  Retained
earnings
  Total
shareholders'
equity
  Noncontrolling
interests
  Total
equity
 
 
   
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
 
 
 
(in millions, except share data)

 

Balance as of March 31, 2018

    20,575,438,744     1     186,764     (2,233 )   (361 )   (163 )   4,378     (3,594 )   8,677     172,353     365,822     70,616     436,438  

Cumulative effect of change in accounting principle (Note 2(t))

                                (32 )   (8,164 )   8,196            
 

Balance as of April 1, 2018

    20,575,438,744     1     186,764     (2,233 )   (361 )   (163 )   4,378     (3,626 )   513     180,549     365,822     70,616     436,438  

Foreign currency translation adjustment

                        (12 )       452     39         479     577     1,056  

Share of additional paid-in capital and other comprehensive income of equity method investees

            142                     582             724         724  

Change in fair value of interest rate swaps under hedge accounting and others

                                    (295 )       (295 )       (295 )

Net income for the year

                                        87,886     87,886     (7,214 )   80,672  

Acquisition of subsidiaries

            7,515                                 7,515     49,805     57,320  

Issuance of shares, including vesting of RSUs and early exercised options and exercise of share options

    208,011,512         228             126                     354         354  

Repurchase and retirement of ordinary shares

    (86,973,680 )       (1,013 )                           (9,859 )   (10,872 )       (10,872 )

Transactions with noncontrolling interests

            3,412                                 3,412     406     3,818  

Amortization of compensation cost

            35,015                                 35,015     2,586     37,601  

Disposal of the Company's shares by Suning (Note 4(y))

                2,233                             2,233         2,233  

Appropriation to statutory reserves

                            690             (690 )            

Others

            (280 )       264                         (16 )   (450 )   (466 )

Balance as of March 31, 2019

    20,696,476,576     1     231,783         (97 )   (49 )   5,068     (2,592 )   257     257,886     492,257     116,326     608,583  

Note:    The number of shares has been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

The accompanying notes form an integral part of these consolidated financial statements.

F-10


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Year ended March 31,  
 
  2017   2018   2019  
 
  RMB   RMB   RMB   US$  
 
   
   
   
  (Note 2(a))
 
 
  (in millions)
 

Cash flows from operating activities:

                         

Net income

    41,226     61,412     80,234     11,955  

Adjustments to reconcile net income to net cash provided by operating activities:

                         

Revaluation gain on previously held equity interest

    (770 )   (24,436 )   (30,187 )   (4,498 )

Gain on disposals of equity investees

    (536 )   (2,971 )   (42 )   (6 )

Realized and unrealized gain related to investment securities

    (5,488 )   (70 )   (16,082 )   (2,396 )

Change in fair value of other assets and liabilities

    (759 )   1,415     (1,422 )   (212 )

Loss (Gain) on disposals of subsidiaries

    35     (14 )   4      

Depreciation and amortization of property and equipment and land use rights

    5,284     8,789     14,962     2,229  

Amortization of intangible assets and licensed copyrights

    9,008     13,231     22,118     3,295  

Tax benefits from share-based awards

    (1,369 )            

Share-based compensation expense

    15,995     20,075     37,491     5,586  

Impairment of cost method investees and investment securities

    2,298     1,816     10,867     1,619  

Impairment of goodwill and licensed copyrights

    857     1,295     2,843     424  

Loss (Gain) on disposals of property and equipment

    34     (95 )   55     8  

Amortization of restructuring reserve

    264     264     264     39  

Share of results of equity investees

    5,027     20,792     (566 )   (84 )

Deferred income taxes

    281     976     (2,197 )   (327 )

Allowance for doubtful accounts

    1,680     601     383     57  

Changes in assets and liabilities, net of effects of acquisitions and disposals:

                         

Prepayments, receivables and other assets

    (8,237 )   (14,765 )   (10,185 )   (1,517 )

Income tax payable

    4,698     6,610     3,060     456  

Escrow money payable

    2,528     643     5,197     774  

Accrued expenses, accounts payable and other liabilities

    5,312     23,158     24,355     3,629  

Merchant deposits

    875     1,389     1,184     177  

Deferred revenue and customer advances

    4,611     5,690     8,639     1,288  

Net cash provided by operating activities

    82,854     125,805     150,975     22,496  

Cash flows from investing activities:

   
 
   
 
   
 
   
 
 

Decrease (Increase) in short-term investments, net

    5,761     (730 )   8,028     1,196  

Decrease in trading securities, net

    468              

Payments for settlement of forward exchange contracts

    (256 )   (582 )   (15 )   (3 )

Acquisitions of investment securities

    (4,677 )   (11,872 )   (72,472 )   (10,799 )

Disposals of investment securities

    4,354     7,223     10,057     1,499  

Acquisitions of equity investees

    (39,429 )   (53,742 )   (11,860 )   (1,767 )

Disposals of equity investees

    4,941     6,185     282     42  

Acquisitions of:

                         

Land use rights and construction in progress relating to office campus

    (5,326 )   (4,027 )   (3,146 )   (468 )

Other property and equipment

    (5,680 )   (15,601 )   (32,336 )   (4,818 )

Licensed copyrights and other intangible assets

    (6,540 )   (10,208 )   (14,161 )   (2,110 )

Cash paid for business combinations, net of cash acquired

    (33,448 )   (515 )   (35,434 )   (5,280 )

Deconsolidation and disposal of subsidiaries, net of cash proceeds

    250     (27 )   (10 )   (2 )

Loans to employees, net of repayments

    3     132     7     1  

Net cash used in investing activities

    (79,579 )   (83,764 )   (151,060 )   (22,509 )

   

The accompanying notes form an integral part of these consolidated financial statements.

F-11


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

 
  Year ended March 31,  
 
  2017   2018   2019  
 
  RMB   RMB   RMB   US$  
 
   
   
   
  (Note 2(a))
 
 
  (in millions)
 

Cash flows from financing activities:

                         

Issuance of ordinary shares

    14,607     399     354     53  

Repurchase of ordinary shares

    (13,182 )       (10,872 )   (1,620 )

Acquisition of additional equity interests in non-wholly owned subsidiaries

        (13,627 )   (1,123 )   (167 )

Payment for settlement of contingent consideration

        (770 )        

Subscription of rights for Partner Capital Investment Plan (Note 8(c))

    87              

Dividends paid by non-wholly owned subsidiaries to noncontrolling interests

    (163 )   (112 )   (226 )   (34 )

Capital injection from noncontrolling interests

    1,543     1,124     8,706     1,297  

Tax benefits from share-based awards

    689              

Proceeds from bank borrowings and other borrowings

    96,677     26,824     12,116     1,806  

Repayment of bank borrowings

    (67,344 )   (30,414 )   (16,347 )   (2,436 )

Proceeds from unsecured senior notes

        45,817          

Repayment of unsecured senior notes

        (8,602 )        

Upfront fee payment for a revolving credit facility

        (280 )      
 

Net cash provided by (used in) financing activities

    32,914     20,359     (7,392 )   (1,101 )

Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables

    2,038     (6,065 )   3,245     484  

Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables

    38,227     56,335     (4,232 )   (630 )

Cash and cash equivalents, restricted cash and escrow receivables at beginning of year

    108,164     146,391     202,726     30,207  

Cash and cash equivalents, restricted cash and escrow receivables at end of year

    146,391     202,726     198,494     29,577  

   

The accompanying notes form an integral part of these consolidated financial statements.

F-12


Table of Contents


ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental disclosures of cash flow information:

Payment of income taxes

Income tax paid was RMB9,652 million, RMB10,058 million and RMB15,713 million, for the years ended March 31, 2017, 2018 and 2019, respectively.

Payment of interest

Interest paid was RMB2,465 million, RMB2,884 million and RMB4,972 million for the years ended March 31, 2017, 2018 and 2019, respectively.

Business combinations

 
  Year ended March 31,  
 
  2017   2018   2019  
 
  (in millions of RMB)
 

Cash paid for business combinations

    (41,836 )   (17,300 )   (48,206 )

Cash acquired in business combinations

    8,388     16,785     12,772  

    (33,448 )   (515 )   (35,434 )

   

The accompanying notes form an integral part of these consolidated financial statements.

F-13


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

1.     Organization and principal activities

F-14


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies

(a)   Basis of presentation

(b)   Use of estimates

(c)   Consolidation

F-15


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(c)   Consolidation (Continued)

F-16


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(c)   Consolidation (Continued)

F-17


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(c)   Consolidation (Continued)

F-18


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(c)   Consolidation (Continued)

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Cash and cash equivalents and short-term investments

    7,507     15,019  
 

Investments in equity investees and investment securities

    26,611     28,230  
 

Accounts receivable, net of allowance

    5,733     9,540  
 

Amounts due from non-VIE subsidiaries of the Company

    1,949     6,398  
 

Prepayment for licensed copyrights

    1,736     2,633  
 

Property and equipment and intangible assets

    6,788     6,161  
 

Others

    4,139     5,992  
 

Total assets

    54,463     73,973  
 

Amounts due to non-VIE subsidiaries of the Company

   
41,090
   
60,273
 
 

Accruals for purchase of licensed copyrights

    3,686     3,498  
 

Accrued expenses, accounts payable and other liabilities

    10,931     14,594  
 

Deferred revenue and customer advances

    4,997     7,213  
 

Deferred tax liabilities

    995     448  
 

Total liabilities

    61,699     86,026  

 

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Revenue (i)

    24,712     32,898     66,674  
 

Net loss

    (4,688 )   (6,167 )   (7,063 )
 

Net cash provided by operating activities

    3,220     5,547     4,163  
 

Net cash used in investing activities

    (2,557 )   (20,366 )   (8,503 )
 

Net cash provided by financing activities

    2,688     14,286     12,373  

F-19


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(c)   Consolidation (Continued)

(d)  Business combinations and noncontrolling interests

F-20


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(d)  Business combinations and noncontrolling interests (Continued)

(e)   Segment reporting

(f)   Foreign currency translation

(g)   Revenue recognition

F-21


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(g)   Revenue recognition (Continued)

F-22


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(g)   Revenue recognition (Continued)

F-23


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(g)   Revenue recognition (Continued)

F-24


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(g)   Revenue recognition (Continued)

F-25


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(h)  Cost of revenue

(i)   Product development expenses

(j)   Sales and marketing expenses

(k)   Share-based compensation

F-26


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(k)   Share-based compensation (Continued)

(l)   Other employee benefits

(m) Income taxes

F-27


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(n)  Government grants

(o)   Leases

(p)  Cash and cash equivalents

(q)  Short-term investments

(r)   Accounts receivable

(s)   Inventories

F-28


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(t)   Investment securities

F-29


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(t)   Investment securities (Continued)

(u)  Investments in equity investees

F-30


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(v)   Property and equipment, net

  Computer equipment and software   3 – 5 years
  Furniture, office and transportation equipment   3 – 10 years
  Buildings   20 – 50 years
  Property improvements   shorter of remaining lease period or estimated useful life

(w)  Land use rights

(x)   Intangible assets other than licensed copyrights

  User base and customer relationships   1 – 16 years
  Trade names, trademarks and domain names   3 – 20 years
  Developed technology and patents   2 – 5 years
  Non-compete agreements   over the contracted term of up to 6 years

(y)   Licensed copyrights

F-31


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(y)   Licensed copyrights (Continued)

(z)   Goodwill

F-32


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(z)   Goodwill (Continued)

(aa) Impairment of long-lived assets other than goodwill and licensed copyrights

(ab) Derivatives and hedging

F-33


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(ab) Derivatives and hedging (Continued)

(ac) Bank borrowings and unsecured senior notes

(ad) Merchant deposits

(ae) Deferred revenue and customer advances

F-34


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(af) Commitments and contingencies

(ag) Treasury shares

(ah) Statutory reserves

F-35


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

2.     Summary of significant accounting policies (Continued)

(ah) Statutory reserves (Continued)

(ai)  Reclassification of comparative figures

3.     Recent accounting pronouncements

F-36


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

3.     Recent accounting pronouncements (Continued)

F-37


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

3.     Recent accounting pronouncements (Continued)

F-38


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments

(a)  2014 restructuring of the relationship with Ant Financial and Alipay and 2018 amendments

F-39


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(a)  2014 restructuring of the relationship with Ant Financial and Alipay and 2018 amendments (Continued)

F-40


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(a)  2014 restructuring of the relationship with Ant Financial and Alipay and 2018 amendments (Continued)

F-41


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(a)  2014 restructuring of the relationship with Ant Financial and Alipay and 2018 amendments (Continued)

(b)  Acquisition of Alibaba Pictures Group Limited ("Alibaba Pictures")

F-42


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(b)  Acquisition of Alibaba Pictures Group Limited ("Alibaba Pictures") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    11,032  
 

Amortizable intangible assets (ii)

       
 

User base and customer relationships

    2,269  
 

License

    934  
 

Developed technology and patents

    533  
 

Trade names, trademarks and domain names

    221  
 

Goodwill

    20,052  
 

Deferred tax liabilities

    (844 )
 

Noncontrolling interests (iii)

    (16,899 )
 

Total

    17,298  

 

   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    1,069  
 

- fair value of previously held equity interests

    16,229  
 

Total

    17,298  

F-43


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(b)  Acquisition of Alibaba Pictures Group Limited ("Alibaba Pictures") (Continued)

(c)   Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding Limited ("Koubei")

F-44


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(c)   Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding Limited ("Koubei") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net liabilities assumed (i)

    (6,327 )
 

Amortizable intangible assets (ii)

       
 

User base and customer relationships

    13,702  
 

Trade names, trademarks and domain names

    5,764  
 

Non-compete agreements

    4,188  
 

Developed technology and patents

    1,415  
 

Goodwill

    34,572  
 

Deferred tax liabilities

    (481 )
 

Noncontrolling interests (iii)

    (5,015 )
 

Total

    47,818  

 

   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    30,133  
 

- contingent cash consideration (iv)

    4,790  
 

- fair value of previously held equity interests

    12,895  
 

Total

    47,818  

F-45


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(c)   Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding Limited ("Koubei") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    3,534  
 

Amortizable intangible assets (ii)

       
 

User base and customer relationships

    18,330  
 

Trade names, trademarks and domain names

    1,158  
 

Developed technology and patents

    322  
 

Goodwill

    36,544  
 

Deferred tax liabilities

    (2,372 )
 

Noncontrolling interests (iii)

    (17,682 )
 

Total

    39,834  

F-46


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(c)   Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding Limited ("Koubei") (Continued)


   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    3,196  
 

- non-cash consideration

    14,648  
 

- fair value of previously held equity interests

    21,990  
 

Total

    39,834  

F-47


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(d)  Acquisition of DSM Grup Danışmanlık İletişim ve Satış Ticaret A.Ş. ("Trendyol")

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    1,009  
 

Amortizable intangible assets (ii)

       
 

Trade names, trademarks and domain names

    660  
 

User base and customer relationships

    388  
 

Developed technology and patents

    30  
 

Goodwill

    3,938  
 

Deferred tax liabilities

    (228 )
 

Noncontrolling interests (iii)

    (817 )
 

Total

    4,980  

(e)   Acquisition of Kaiyuan Commerce Co., Ltd. ("Kaiyuan")

F-48


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(e)   Acquisition of Kaiyuan Commerce Co., Ltd. ("Kaiyuan") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    2,750  
 

Amortizable intangible assets (ii)

       
 

Trade names, trademarks and domain names

    203  
 

Goodwill

    1,047  
 

Deferred tax liabilities

    (638 )
 

Total

    3,362  

(f)   Acquisition of Cainiao Smart Logistics Network Limited ("Cainiao Network")

F-49


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(f)   Acquisition of Cainiao Smart Logistics Network Limited ("Cainiao Network") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    23,937  
 

Amortizable intangible assets (ii)

       
 

User base and customer relationships

    9,344  
 

Trade names, trademarks and domain names

    4,965  
 

Developed technology and patents

    459  
 

Goodwill

    32,418  
 

Deferred tax assets

    920  
 

Deferred tax liabilities

    (5,197 )
 

Noncontrolling interests (iii)

    (33,189 )
 

Total

    33,657  


   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    5,322  
 

- fair value of previously held equity interests

    28,335  
 

Total

    33,657  

(g)   Acquisition of Intime Retail (Group) Company Limited ("Intime")

F-50


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(g)   Acquisition of Intime Retail (Group) Company Limited ("Intime") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    20,920  
 

Amortizable intangible assets (ii)

       
 

Trade names, trademarks and domain names

    1,131  
 

User base and customer relationships

    72  
 

Developed technology and patents

    16  
 

Goodwill

    4,757  
 

Deferred tax liabilities

    (2,790 )
 

Noncontrolling interests (iii)

    (6,301 )
 

Total

    17,805  

 

   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    11,131  
 

- fair value of previously held equity interests

    6,674  
 

Total

    17,805  

F-51


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(g)   Acquisition of Intime Retail (Group) Company Limited ("Intime") (Continued)

(h)  Acquisition of Youku Tudou Inc. ("Youku")

F-52


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(h)  Acquisition of Youku Tudou Inc. ("Youku") (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired (i)

    5,923  
 

Amortizable intangible assets (ii)

       
 

Trade names, trademarks and domain names

    4,047  
 

User base and customer relationships

    284  
 

Developed technology and patents

    143  
 

Others

    175  
 

Goodwill

    26,395  
 

Deferred tax assets

    73  
 

Deferred tax liabilities

    (1,167 )
 

Noncontrolling interests (iii)

    (773 )
 

Total

    35,100  

 

   
  Amounts  
   
  (in millions of RMB)
 
 

Total purchase price is comprised of:

       
 

- cash consideration

    28,724  
 

- fair value of previously held equity interests

    6,376  
 

Total

    35,100  

F-53


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(h)  Acquisition of Youku Tudou Inc. ("Youku") (Continued)

(i)   Acquisition of Lazada Group S.A. ("Lazada")

   
  Amounts  
   
  (in millions of RMB)
 
 

Net assets acquired

    2,874  
 

Amortizable intangible assets (i)

       
 

User base and customer relationships

    2,014  
 

Non-compete agreements

    959  
 

Trade names, trademarks and domain names

    292  
 

Developed technology and patents

    79  
 

Goodwill

    5,216  
 

Deferred tax assets

    616  
 

Deferred tax liabilities

    (1,027 )
 

Noncontrolling interests (ii)

    (4,416 )
 

Total

    6,607  

F-54


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(i)   Acquisition of Lazada Group S.A. ("Lazada") (Continued)

F-55


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(j) Other acquisitions

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Net assets (liabilities)

    2,315     (58 )   2,133  
 

Identifiable intangible assets

    2,903     411     2,560  
 

Deferred tax liabilities

    (412 )   (60 )   (545 )
 

    4,806     293     4,148  
 

Noncontrolling interests and mezzanine equity

    (8,365 )   (77 )   (2,993 )
 

Net identifiable (liabilities) assets

    (3,559 )   216     1,155  
 

Goodwill

    11,797     618     6,465  
 

Total purchase consideration

    8,238     834     7,620  
 

Fair value of previously held equity interests

    (1,169 )   (133 )   (1,778 )
 

Purchase consideration settled

    (6,602 )   (575 )   (5,053 )
 

Contingent/deferred consideration as of year end

    467     126     789  
 

Total purchase consideration is comprised of:

                   
 

- cash consideration

    7,069     701     5,842  
 

- fair value of previously held equity interests

    1,169     133     1,778  
 

Total

    8,238     834     7,620  

Equity investments and others

(k)  STO Express Co., Ltd. ("STO Express")

F-56


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(k)  STO Express Co., Ltd. ("STO Express") (Continued)

(l)  Investment in Focus Media Information Technology Co., Ltd. ("Focus Media")

(m)   Investment in PT Tokopedia ("Tokopedia")

F-57


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(n)  Investments in Hangzhou Hanyun Xinling Equity Investment Fund Partnership (the "Onshore Retail Fund") and New Retail Strategic Opportunities Fund, L.P. (the "Offshore Retail Fund")

(o)   Investment in Huatai Securities Co, Ltd. ("Huatai Securities")

(p)  Investment in ZTO Express (Cayman) Inc. ("ZTO Express")

(q)  Investment in Huitongda Network Co., Ltd. ("Huitongda")

(r)   Investment in Shiji Retail Information Technology Co., Ltd. ("Shiji Retail")

F-58


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(s)   Investment in Wanda Film Holding Co., Ltd. ("Wanda Film")

(t)   Investment in Beijing Easyhome Furnishing Chain Group Co., Ltd. ("Easyhome")

(u)  Investment in Sun Art Retail Group Limited ("Sun Art")

(v)   Investment in China United Network Communications Ltd. ("China Unicom")

F-59


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(w)  Investment in BEST Inc. (formerly known as Best Logistics Technologies Limited) ("Best Logistics")

(x)   Investment in Xiaoju Kuaizhi Inc. ("Didi Chuxing")

(y)   Investment in Suning.com Co., Ltd. (formerly known as Suning Commerce Group Co., Ltd.) ("Suning")

F-60


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

4.     Significant restructuring transaction, mergers and acquisitions and investments (Continued)

(y)   Investment in Suning.com Co., Ltd. (formerly known as Suning Commerce Group Co., Ltd.) ("Suning") (Continued)

(z)   Investment in Red Star Macalline Group Corporation Limited ("Red Star")

(aa) Investment in China TransInfo Technology Co., Ltd. ("China TransInfo")

F-61


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

5.     Revenue

   
  Year ended March 31,  
   
  2017 (i)   2018 (i)   2019  
   
  (in millions of RMB)
 
 

Core commerce:

                   
 

China commerce retail (ii)

                   
 

- Customer management

    77,530     114,285     145,684  
 

- Commission

    34,066     46,525     61,847  
 

- Others

    2,513     15,749     40,084  
 

    114,109     176,559     247,615  
 

China commerce wholesale (iii)

    5,679     7,164     9,988  
 

International commerce retail (iv)

    7,336     14,216     19,558  
 

International commerce wholesale (v)

    6,001     6,625     8,167  
 

Cainiao logistics services (vi)

        6,759     14,885  
 

Local consumer services (vii)

            18,058  
 

Others

    755     2,697     5,129  
 

Total core commerce

    133,880     214,020     323,400  
 

Cloud computing (viii)

    6,663     13,390     24,702  
 

Digital media and entertainment (ix)

    14,733     19,564     24,077  
 

Innovation initiatives and others (x)

    2,997     3,292     4,665  
 

Total

    158,273     250,266     376,844  

F-62


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

5.     Revenue (Continued)

   
  Year ended March 31,  
   
  2017 (i)   2018 (i)   2019  
   
  (in millions of RMB)
 
 

Customer management services

                   
 

P4P and display marketing

    83,581     119,822     151,654  
 

Other customer management services

    5,706     9,076     13,962  
 

Total customer management services

    89,287     128,898     165,616  
 

Commission

    37,848     52,411     81,086  
 

Membership fees

    10,638     13,823     19,139  
 

Logistics services

        6,759     23,397  
 

Cloud computing services

    6,663     13,390     24,702  
 

Sales of goods

    3,889     18,719     46,942  
 

Other revenue (ii)

    9,948     16,266     15,962  
 

Total

    158,273     250,266     376,844  

6.     Other income, net

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Profit Share Payments (Note 4(a))

    2,086     3,444     517  
 

Government grants (i)

    451     555     666  
 

Amortization of restructuring reserve (Note 4(a))

    (264 )   (264 )   (264 )
 

Exchange differences

    2,328     (1,679 )   (1,950 )
 

Others

    1,485     2,104     1,252  
 

Total

    6,086     4,160     221  

F-63


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

7.     Income tax expenses

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Current income tax expense

    13,495     17,223     18,750  
 

Deferred taxation

    281     976     (2,197 )
 

    13,776     18,199     16,553  

F-64


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

7.     Income tax expenses (Continued)

F-65


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

7.     Income tax expenses (Continued)

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Deferred tax assets

             
 

Licensed copyrights

    1,191     2,475  
 

Tax losses carried forward and others (i)

    9,467     21,896  
 

    10,658     24,371  
 

Valuation allowance

    (8,476 )   (21,838 )
 

Total deferred tax assets

    2,182     2,533  
 

Deferred tax liabilities

   
 
   
 
 
 

Identifiable intangible assets

    (9,181 )   (12,659 )
 

Withholding tax on undistributed earnings (ii)

    (8,375 )   (7,901 )
 

Investment securities and others

    (1,756 )   (1,957 )
 

Total deferred tax liabilities

    (19,312 )   (22,517 )
 

Net deferred tax liabilities

    (17,130 )   (19,984 )

F-66


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

7.     Income tax expenses (Continued)

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB, except per
share data)

 
 

Income before income tax and share of result of equity investees

    60,029     100,403     96,221  
 

Income tax computed at statutory EIT rate (25%)

    15,007     25,101     24,055  
 

Effect of different tax rates available to different jurisdictions

    (772 )   392     (1,568 )
 

Effect of tax holiday and preferential tax benefit on assessable profits of subsidiaries incorporated in the PRC

    (10,507 )   (14,782 )   (17,687 )
 

Non-deductible expenses and non-taxable income, net (i)

    6,090     1,780     8,168  
 

Tax savings from additional deductions on certain research and development expenses available for subsidiaries incorporated in the PRC (ii)

    (1,694 )   (2,330 )   (5,774 )
 

Withholding tax on the earnings distributed and anticipated to be remitted

    3,009     4,393     3,954  
 

Change in valuation allowance, deduction of certain share-based compensation expense and others (iii)

    2,643     3,645     5,405  
 

Income tax expenses

    13,776     18,199     16,553  
 

Effect of tax holidays inside the PRC on basic earnings per share (RMB)

    0.53     0.72     0.86  
 

Effect of tax holidays inside the PRC on basic earnings per ADS (RMB)

    4.21     5.79     6.86  

8.     Share-based awards

F-67


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

8.     Share-based awards (Continued)

F-68


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

8.     Share-based awards (Continued)

(a)   RSUs relating to ordinary shares of the Company

   
  Number
of RSUs
  Weighted-
average
grant date
fair value
per RSU
 
   
   
  US$
 
 

Awarded and unvested as of April 1, 2018

    68,424,858     100.93  
 

Granted

    24,863,988     181.74  
 

Vested

    (24,337,392 )   84.31  
 

Cancelled/forfeited

    (4,604,961 )   135.06  
 

Awarded and unvested as of March 31, 2019

    64,346,493     136.00  
 

Expected to vest as of March 31, 2019 (i)

    53,175,748     134.59  

(b)   Share options relating to ordinary shares of the Company

   
  Number
of share
options
  Weighted
average
exercise
price
per share
option
  Weighted
average
remaining
contractual
life
 
   
   
  US$
  (in years)
 
 

Outstanding as of April 1, 2018

    7,938,015     70.10     4.5  
 

Exercised

    (795,809 )   45.02        
 

Cancelled/forfeited/expired

    (25,000 )   76.81        
 

Outstanding as of March 31, 2019

    7,117,206     72.88     3.7  
 

Vested and exercisable as of March 31, 2019

    3,258,039     75.32     3.6  
 

Vested and expected to vest as of March 31, 2019 (i)

    7,016,598     72.78     3.7  

F-69


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

8.     Share-based awards (Continued)

(b)   Share options relating to ordinary shares of the Company (Continued)

   
  Year ended
March 31,
 
   
  2017  
 

Risk-free interest rate (i)

    1.23% – 1.30 %
 

Expected dividend yield (ii)

    0 %
 

Expected life (years) (iii)

    4.38  
 

Expected volatility (iv)

    31.7% – 33.2 %

F-70


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

8.     Share-based awards (Continued)

(c)   Partner Capital Investment Plan relating to ordinary shares of the Company

   
  Year ended March 31,  
   
  2017   2018   2019  
 

Risk-free interest rate (i)

    1.86 %   2.07 %   2.94 %
 

Expected dividend yield (ii)

    0 %   0 %   0 %
 

Expected life (years) (iii)

    8.25     8.25     8.25  
 

Expected volatility (iv)

    39.0 %   34.2 %   33.0 %

F-71


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

8.     Share-based awards (Continued)

(d)  Share-based awards relating to Ant Financial

(e)   Share-based compensation expense by function

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Cost of revenue

    3,893     5,505     8,915  
 

Product development expenses

    5,712     7,374     15,378  
 

Sales and marketing expenses

    1,772     2,037     4,411  
 

General and administrative expenses

    4,618     5,159     8,787  
 

Total

    15,995     20,075     37,491  

9.     Earnings per share/ADS

F-72


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

9.     Earnings per share/ADS (Continued)

(e)   Share-based compensation expense by function (Continued)

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB, except share
data and per share data)

 
 

Earnings per share

                   
 

Numerator:

                   
 

Net income attributable to ordinary shareholders for computing net income per ordinary share — basic

    43,675     63,985     87,600  
 

Dilution effect arising from share-based awards issued by a subsidiary and equity investees

    (11 )   (21 )   (42 )
 

Net income attributable to ordinary shareholders for computing net income per ordinary share — diluted

    43,664     63,964     87,558  
 

Shares (denominator):

   
 
   
 
   
 
 
 

Weighted average number of shares used in calculating net income per ordinary share — basic (million shares) (Note)

    19,941     20,425     20,640  
 

Adjustments for dilutive RSUs and share options (million shares) (Note)

    638     456     348  
 

Weighted average number of shares used in calculating net income per ordinary share — diluted (million shares) (Note)

    20,579     20,881     20,988  
 

Net income per ordinary share — basic (RMB) (Note)

    2.19     3.13     4.24  
 

Net income per ordinary share — diluted (RMB) (Note)

    2.12     3.06     4.17  
 

Earnings per ADS

                   
 

Net income per ADS — basic (RMB)

    17.52     25.06     33.95  
 

Net income per ADS — diluted (RMB)

    16.97     24.51     33.38  
Note:
Basic and diluted net income per ordinary share, weighted average number of shares and the adjustments for dilutive RSUs and share options have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

F-73


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

10.   Restricted cash and escrow receivables

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Money received or receivable on escrow services offered by AliExpress (i)

    3,171     8,354  
 

Others

    246     164  
 

    3,417     8,518  

11.   Investment securities and fair value disclosure

   
  As of March 31, 2018  
   
  Original
cost
  Gross
unrealized
gains
  Gross
unrealized
losses
  Provision
for decline
in value
  Carrying
value
 
   
  (in millions of RMB)
 
 

Equity securities:

                               
 

Listed equity securities

    20,303     10,990     (1,587 )   (983 )   28,723  
 

Equity securities accounted for under the fair value option

    498     67             565  
 

Debt investments (i)

    13,898             (179 )   13,719  
 

    34,699     11,057     (1,587 )   (1,162 )   43,007  

 

   
  As of March 31, 2019  
   
  Original
cost
  Gross
unrealized
gains
  Gross
unrealized
losses
  Provision
for decline
in value
  Carrying
value
 
   
  (in millions of RMB)
 
 

Equity securities:

                               
 

Listed equity securities

    57,121     15,968     (11,887 )       61,202  
 

Investments in privately held companies (ii)

    81,894     14,107     (78 )   (13,250 )   82,673  
 

Debt investments (i)

    23,843     44     (20 )   (725 )   23,142  
 

    162,858     30,119     (11,985 )   (13,975 )   167,017  

F-74


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

11.   Investment securities and fair value disclosure (Continued)

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Net unrealized gains recognized during the period for equity securities still held as of the end of the period

        11     598  
 

Net gains recognized during the period from disposals of equity securities during the period

    5,601     1     5,120  
 

Net gains recognized during the period on equity securities

    5,601     12     5,718  

F-75


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

11.   Investment securities and fair value disclosure (Continued)

  Level 1   -   Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets.
  Level 2   -   Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
  Level 3   -   Valuations based on unobservable inputs reflecting assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

F-76


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

11.   Investment securities and fair value disclosure (Continued)

   
  As of March 31, 2018  
   
  Level 1   Level 2   Level 3   Total  
   
  (in millions of RMB)
 
 

Assets

                         
 

Short-term investments

    6,086             6,086  
 

Restricted cash and escrow receivables

    3,417             3,417  
 

Listed equity securities

    28,723             28,723  
 

Equity securities accounted for under the fair value option

            565     565  
 

Convertible bonds accounted for under the fair value option

            1,256     1,256  
 

Interest rate swap contracts

        542         542  
 

    38,226     542     1,821     40,589  
 

Liabilities

   
 
   
 
   
 
   
 
 
 

Contingent consideration in relation to investments and acquisitions

            120     120  
 

            120     120  

 

   
  As of March 31, 2019  
   
  Level 1   Level 2   Level 3   Total  
   
  (in millions of RMB)
 
 

Assets

                         
 

Short-term investments

    3,262             3,262  
 

Restricted cash and escrow receivables

    8,518             8,518  
 

Listed equity securities

    61,202             61,202  
 

Convertible bonds accounted for under the fair value option

    244         2,498     2,742  
 

Interest rate swap contracts

        331         331  
 

Others

    604     1,444     1,159     3,207  
 

    73,830     1,775     3,657     79,262  
 

Liabilities

   
 
   
 
   
 
   
 
 
 

Contingent consideration in relation to investments and acquisitions

            5,122     5,122  
 

            5,122     5,122  

F-77


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

11.   Investment securities and fair value disclosure (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

Balance as of April 1, 2017

     
 

Additions

    1,264  
 

Foreign currency translation adjustments

    (8 )
 

Balance as of March 31, 2018

    1,256  
 

Additions

    1,153  
 

Foreign currency translation adjustments

    89  
 

Balance as of March 31, 2019

    2,498  
   
  Amounts  
   
  (in millions of RMB)
 
 

Balance as of April 1, 2017

    921  
 

Payment

    (770 )
 

Net decrease in fair value

    (17 )
 

Foreign currency translation adjustments

    (14 )
 

Balance as of March 31, 2018

    120  
 

Additions (i)

    4,790  
 

Net decrease in fair value

    (45 )
 

Foreign currency translation adjustments

    257  
 

Balance as of March 31, 2019

    5,122  

F-78


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

12.   Prepayments, receivables and other assets

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Current:

             
 

Accounts receivable, net of allowance

    7,284     13,771  
 

Inventories

    4,535     8,534  
 

Amounts due from related companies (i)

    8,080     7,445  
 

VAT receivables, net of allowance (ii)

    8,915     7,347  
 

Prepaid cost of revenue, sales and marketing and other expenses

    4,283     7,049  
 

Advances to/receivables from customers, merchants and others

    3,700     4,689  
 

Deferred direct selling costs (iii)

    1,643     1,990  
 

Licensed copyrights (Note 2(y))

    964     1,126  
 

Interest receivables

    672     867  
 

Loan receivables, net

    419     490  
 

Others

    2,733     5,282  
 

    43,228     58,590  
 

Non-current:

             
 

Prepayment for acquisition of property and equipment

    5,933     7,643  
 

Film costs and prepayment for licensed copyrights and others

    5,614     7,205  
 

Land use rights, net (iv)

    9,377     6,419  
 

Deferred tax assets (Note 7)

    2,182     2,533  
 

Fair value of interest rate swap contracts

    542     331  
 

Deferred direct selling costs (iii)

    188     281  
 

Others

    2,438     3,606  
 

    26,274     28,018  

F-79


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

12.   Prepayments, receivables and other assets (Continued)

13.   Investments in equity investees

   
  Cost
method
  Equity
method
  Total  
   
  (in millions of RMB)
 
 

Balance as of April 1, 2017

    35,404     84,964     120,368  
 

Additions (i)

    34,121     26,391     60,512  
 

Share of results, other comprehensive income and other reserves (ii)

        (3,660 )   (3,660 )
 

Disposals

    (3,051 )   (474 )   (3,525 )
 

Transfers (iii)

    (1,725 )   (9,011 )   (10,736 )
 

Impairment loss (iv)

    (1,753 )   (18,153 )   (19,906 )
 

Foreign currency translation adjustments

    (3,054 )   (299 )   (3,353 )
 

Balance as of March 31, 2018

    59,942     79,758     139,700  
 

Transfer of cost method investments (v)

    (59,942 )       (59,942 )
 

Balance as of April 1, 2018

        79,758     79,758  
 

Additions (i)

        14,360     14,360  
 

Share of results, other comprehensive income and other reserves (ii)

        1,905     1,905  
 

Disposals

        (1,160 )   (1,160 )
 

Transfers (iii)

        (10,153 )   (10,153 )
 

Impairment loss (iv)

        (493 )   (493 )
 

Foreign currency translation adjustments

        237     237  
 

Balance as of March 31, 2019

        84,454     84,454  

F-80


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

13.   Investments in equity investees (Continued)

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Operating data:

                   
 

Revenue

    125,701     284,706     488,775  
 

Cost of revenue

    (109,790 )   (242,068 )   (405,074 )
 

(Loss) Income from operations

    (9,071 )   (7,072 )   3,840  
 

Net (loss) income

    (6,743 )   195     2,923  

 

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Balance sheet data:

             
 

Current assets

    200,742     257,502  
 

Non-current assets

    184,310     222,484  
 

Current liabilities

    162,340     205,272  
 

Non-current liabilities

    26,107     34,191  
 

Noncontrolling interests and mezzanine equity

    16,586     10,151  

F-81


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

14.   Property and equipment, net

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Buildings and property improvements

    45,909     61,940  
 

Computer equipment and software

    33,852     53,187  
 

Construction in progress

    5,110     6,959  
 

Furniture, office and transportation equipment

    2,057     3,889  
 

    86,928     125,975  
 

Less: accumulated depreciation and amortization

    (20,439 )   (33,945 )
 

Net book value

    66,489     92,030  

15.   Intangible assets, net

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

User base and customer relationships

    13,510     47,913  
 

Trade names, trademarks and domain names

    14,198     22,592  
 

Non-compete agreements (i)

    7,820     12,528  
 

Developed technology and patents

    5,463     9,510  
 

Licensed copyrights (Note 2(y))

    9,182     9,225  
 

Others

    225     1,358  
 

    50,398     103,126  
 

Less: accumulated amortization and impairment

    (22,933 )   (34,850 )
 

Net book value

    27,465     68,276  

F-82


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

15.   Intangible assets, net (Continued)

   
  Amounts  
   
  (in millions of RMB)
 
 

For the year ending March 31,

       
 

2020

    14,418  
 

2021

    11,362  
 

2022

    8,779  
 

2023

    7,793  
 

2024

    7,378  
 

Thereafter

    18,546  
 

    68,276  

16.   Goodwill

   
  Core
commerce
  Cloud
computing
  Digital media
and
entertainment
  Innovation
initiatives and
others
  Total  
   
  (in millions of RMB)
 
 

Balance as of April 1, 2017

    79,855     368     40,521     4,676     125,420  
 

Additions (i)

    37,458         335         37,793  
 

Impairment

            (494 )       (494 )
 

Foreign currency translation adjustments

    (515 )       (55 )       (570 )
 

Balance as of March 31, 2018

    116,798     368     40,307     4,676     162,149  
 

Additions (i)

    80,760     1,118     20,165     575     102,618  
 

Foreign currency translation adjustments

    157     (25 )   36         168  
 

Balance as of March 31, 2019

    197,715     1,461     60,508     5,251     264,935  

F-83


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

16.   Goodwill (Continued)

17.   Deferred revenue and customer advances

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Deferred revenue

    13,350     18,448  
 

Customer advances

    9,940     13,814  
 

    23,290     32,262  
 

Less: current portion

    (22,297 )   (30,795 )
 

Non-current portion

    993     1,467  

F-84


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

18.   Accrued expenses, accounts payable and other liabilities

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Current:

             
 

Payables and accruals for cost of revenue and sales and marketing expenses

    40,363     51,958  
 

Accrued bonus and staff costs, including sales commission

    11,212     14,034  
 

Payable to merchants and third party marketing affiliates

    6,584     12,554  
 

Other deposits and advances received

    6,271     10,447  
 

Payables and accruals for purchases of property and equipment

    6,095     5,548  
 

Amounts due to related companies (i)

    1,996     4,570  
 

Other taxes payable (ii)

    2,382     3,448  
 

Contingent and deferred consideration in relation to investments and acquisitions

    807     3,301  
 

Accrued professional services and administrative expenses

    1,371     2,361  
 

Accrued donations

    1,215     1,738  
 

Accrual for interest expense

    885     924  
 

Others (iii)

    1,984     6,828  
 

    81,165     117,711  
 

Non-current:

             
 

Contingent and deferred consideration in relation to investments and acquisitions

    408     3,872  
 

Others

    1,637     2,315  
 

    2,045     6,187  

F-85


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

19.   Bank borrowings

   
  As of March 31  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Current portion:

             
 

Short-term other borrowings (i)

    6,028     7,356  
 

Non-current portion:

             
 

US$4.0 billion syndicated loan denominated in US$ (ii)

    24,957     26,780  
 

Long-term other borrowings (iii)

    9,196     8,647  
 

    34,153     35,427  

F-86


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

19.   Bank borrowings (Continued)

   
  Principal amounts  
   
  (in millions of RMB)
 
 

Within 1 year

    7,358  
 

Between 1 to 2 years

    841  
 

Between 2 to 3 years

    27,986  
 

Between 3 to 4 years

    577  
 

Between 4 to 5 years

    559  
 

Beyond 5 years

    5,576  
 

    42,897  

20.   Unsecured senior notes

   
  As of March 31,    
 
   
  Effective
interest rate
 
   
  2018   2019  
   
  (in millions of RMB)
   
 
 

US$2,250 million 2.500% notes due 2019

    14,083     15,110     2.67 %
 

US$1,500 million 3.125% notes due 2021

    9,365     10,044     3.26 %
 

US$700 million 2.800% notes due 2023

    4,372     4,687     2.90 %
 

US$2,250 million 3.600% notes due 2024

    14,050     15,061     3.68 %
 

US$2,550 million 3.400% notes due 2027

    15,848     16,989     3.52 %
 

US$700 million 4.500% notes due 2034

    4,339     4,650     4.60 %
 

US$1,000 million 4.000% notes due 2037

    6,219     6,663     4.06 %
 

US$1,750 million 4.200% notes due 2047

    10,880     11,655     4.25 %
 

US$1,000 million 4.400% notes due 2057

    6,216     6,658     4.44 %
 

Carrying value

    85,372     91,517        
 

Unamortized discount and debt issuance costs

    624     589        
 

Total principal amounts of unsecured senior notes

    85,996     92,106        
 

Less: current portion of principal amounts of unsecured senior notes

        (15,127 )      
 

Non-current portion of principal amounts of unsecured senior notes

    85,996     76,979        

F-87


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

20.   Unsecured senior notes (Continued)

   
  Principal amounts  
   
  (in millions of RMB)
 
 

Within 1 year

    15,127  
 

Between 1 to 2 years

     
 

Between 2 to 3 years

    10,084  
 

Between 3 to 4 years

     
 

Between 4 to 5 years

    4,706  
 

Thereafter

    62,189  
 

    92,106  

F-88


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

21.   Related party transactions

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Amounts earned by the Company

                   
 

Profit Share Payments (i)

    2,086     3,444     517  
 

SME Annual Fee (ii)

    847     956     954  
 

Administrative and support services (iii)

    531     676     1,017  
 

Commission on transactions (iii)

    409     497     591  
 

Cloud computing revenue (iii)

    264     482     761  
 

Other amounts earned (iii)

    144     529     898  
 

    4,281     6,584     4,738  
 

Amounts incurred by the Company

                   
 

Payment processing fee (iv)

    5,487     6,295     8,252  
 

Other amounts incurred (iii)

    952     1,894     1,328  
 

    6,439     8,189     9,580  

F-89


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

21.   Related party transactions (Continued)

F-90


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

21.   Related party transactions (Continued)

22.   Restricted net assets

F-91


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

23.   Commitments

(a)   Capital commitments

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

Contracted but not provided for:

             
 

Purchase of property and equipment

    3,181     5,656  
 

Construction of corporate campuses

    2,607     3,576  
 

    5,788     9,232  

(b)   Operating lease commitments for office facility and transportation equipment

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

No later than 1 year

    2,760     4,984  
 

Later than 1 year and no later than 5 years

    7,652     10,675  
 

More than 5 years

    11,940     15,346  
 

Total

    22,352     31,005  

(c)   Commitments for co-location and bandwidth fees, licensed copyrights and marketing expenses

   
  As of March 31,  
   
  2018   2019  
   
  (in millions of RMB)
 
 

No later than 1 year

    19,737     21,768  
 

Later than 1 year and no later than 5 years

    12,097     22,291  
 

More than 5 years

    3,672     4,964  
 

Total

    35,506     49,023  

(d)  Investment commitments

F-92


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

23.   Commitments (Continued)

(d)  Investment commitments (Continued)

(e)   Sponsorship commitment

24.   Risks and contingencies

F-93


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

24.   Risks and contingencies (Continued)

F-94


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

24.   Risks and contingencies (Continued)

25.   Segment information

   
  Year ended March 31, 2017  
   
  Core
commerce
  Cloud
computing
  Digital media
and
entertainment
  Innovation
initiatives
and others
  Total
segments
  Unallocated (i)   Consolidated  
   
  (in millions of RMB, except percentages)
 
 

Revenue

    133,880     6,663     14,733     2,997     158,273         158,273  
 

Income (Loss) from operations

    74,180     (1,681 )   (9,882 )   (6,798 )   55,819     (7,764 )   48,055  
 

Add: share-based compensation expense

    5,994     1,201     1,454     3,017     11,666     4,329     15,995  
 

Add: amortization of intangible assets

    2,258     4     1,886     656     4,804     318     5,122  
 

Adjusted EBITA (ii)

    82,432     (476 )   (6,542 )   (3,125 )   72,289     (3,117 )      
 

Adjusted EBITA margin (iii)

    62 %   (7 )%   (44 )%   (104 )%                  

F-95


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

25.   Segment information (Continued)


   
  Year ended March 31, 2018  
   
  Core
commerce
  Cloud
computing
  Digital media
and
entertainment
  Innovation
initiatives
and others
  Total
segments
  Unallocated (i)   Consolidated  
   
  (in millions of RMB, except percentages)
 
 

Revenue

    214,020     13,390     19,564     3,292     250,266         250,266  
 

Income (Loss) from operations

    102,743     (3,085 )   (14,140 )   (6,901 )   78,617     (9,303 )   69,314  
 

Add: share-based compensation expense

    8,466     2,274     2,142     3,707     16,589     3,486     20,075  
 

Add: amortization of intangible assets

    2,891     12     3,693     198     6,794     326     7,120  
 

Add: impairment of goodwill

                        494     494  
 

Adjusted EBITA (ii)

    114,100     (799 )   (8,305 )   (2,996 )   102,000     (4,997 )      
 

Adjusted EBITA margin (iii)

    53 %   (6 )%   (42 )%   (91 )%                  

 

   
  Year ended March 31, 2019  
   
  Core
commerce
  Cloud
computing
  Digital media
and
entertainment
  Innovation
initiatives
and others
  Total
segments
  Unallocated (i)   Consolidated  
   
  (in millions of RMB, except percentages)
 
 

Revenue

    323,400     24,702     24,077     4,665     376,844         376,844  
 

Income (Loss) from operations

    109,312     (5,508 )   (20,046 )   (11,795 )   71,963     (14,879 )   57,084  
 

Add: share-based compensation expense

    17,694     4,332     2,988     5,774     30,788     6,703     37,491  
 

Add: amortization of intangible assets

    9,161     18     1,262     50     10,491     236     10,727  
 

Add: settlement of U.S. federal class action lawsuit

                        1,679     1,679  
 

Adjusted EBITA (ii)

    136,167     (1,158 )   (15,796 )   (5,971 )   113,242     (6,261 )      
 

Adjusted EBITA margin (iii)

    42 %   (5 )%   (66 )%   (128 )%                  

F-96


Table of Contents


ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2017, 2018 AND 2019

25.   Segment information (Continued)

   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Total Segments Adjusted EBITA

    72,289     102,000     113,242  
 

Unallocated (i)

    (3,117 )   (4,997 )   (6,261 )
 

Share-based compensation expense

    (15,995 )   (20,075 )   (37,491 )
 

Amortization of intangible assets

    (5,122 )   (7,120 )   (10,727 )
 

Impairment of goodwill

        (494 )    
 

Settlement of U.S. federal class action lawsuit

            (1,679 )
 

Consolidated income from operations

    48,055     69,314     57,084  
 

Interest and investment income, net

    8,559     30,495     44,106  
 

Interest expenses

    (2,671 )   (3,566 )   (5,190 )
 

Other income, net

    6,086     4,160     221  
 

Income tax expenses

    (13,776 )   (18,199 )   (16,553 )
 

Share of results of equity investees

    (5,027 )   (20,792 )   566  
 

Consolidated net income

    41,226     61,412     80,234  
   
  Year ended March 31,  
   
  2017   2018   2019  
   
  (in millions of RMB)
 
 

Core commerce

    2,124     3,784     6,672  
 

Cloud computing

    1,438     3,047     6,580  
 

Digital media and entertainment

    752     986     1,182  
 

Innovation initiatives and others and unallocated (i)

    970     972     528  
 

Total depreciation and amortization expenses of property and equipment and land use rights

    5,284     8,789     14,962  

F-97



v3.19.3
Risks and contingencies (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Complaint about registration statement and prospectus          
Risks and contingencies          
Settlement provision       $ 250 ¥ 1,679
Collectability of payments made relating to trade assurance program          
Risks and contingencies          
Provisions made in relation to the program ¥ 0 ¥ 0 ¥ 0    
v3.19.3
Commitments- Operating lease commitments (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Operating lease commitments for office facility and transportation equipment      
No later than 1 year ¥ 4,984 ¥ 2,760  
Later than 1 year and no later than 5 years 10,675 7,652  
More than 5 years 15,346 11,940  
Total 31,005 22,352  
Rental expenses under operating leases ¥ 4,699 ¥ 2,279 ¥ 747
v3.19.3
Unsecured senior notes (Tables) - Unsecured senior notes
12 Months Ended
Mar. 31, 2019
Unsecured senior notes  
Summary of the unsecured senior notes

 

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

Effective

 

 

    

2018

 

2019

    

interest rate

 

 

    

(in millions of RMB)

 

 

 

US$2,250 million 2.500% notes due 2019

 

14,083

 

15,110

 

2.67

%

US$1,500 million 3.125% notes due 2021

 

9,365

 

10,044

 

3.26

%

US$700 million 2.800% notes due 2023

 

4,372

 

4,687

 

2.90

%

US$2,250 million 3.600% notes due 2024

 

14,050

 

15,061

 

3.68

%

US$2,550 million 3.400% notes due 2027

 

15,848

 

16,989

 

3.52

%

US$700 million 4.500% notes due 2034

 

4,339

 

4,650

 

4.60

%

US$1,000 million 4.000% notes due 2037

 

6,219

 

6,663

 

4.06

%

US$1,750 million 4.200% notes due 2047

 

10,880

 

11,655

 

4.25

%

US$1,000 million 4.400% notes due 2057

 

6,216

 

6,658

 

4.44

%

Carrying value

 

85,372

 

91,517

 

 

 

Unamortized discount and debt issuance costs

 

624

 

589

 

 

 

Total principal amounts of unsecured senior notes

 

85,996

 

92,106

 

 

 

Less: current portion of principal amounts of unsecured senior notes

 

 —

 

(15,127)

 

 

 

Non-current portion of principal amounts of unsecured senior notes

 

85,996

 

76,979

 

 

 

 

Schedule of future principal payments due

 

 

 

 

 

 

    

Principal amounts

 

    

(in millions of RMB)

Within 1 year

 

15,127

Between 1 to 2 years

 

 —

Between 2 to 3 years

 

10,084

Between 3 to 4 years

 

 —

Between 4 to 5 years

 

4,706

Thereafter

 

62,189

 

 

92,106

 

v3.19.3
Organization and principal activities (Details)
12 Months Ended
Mar. 31, 2019
segment
item
Mar. 31, 2018
segment
Mar. 31, 2017
segment
Organization and principal activities      
Number of operating segment 4 4 4
Number of reportable segment 4 4 4
Number of key distribution platforms | item 2    
v3.19.3
Income tax expenses- Composition of deferred tax assets and liabilities (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Deferred tax assets      
Licensed copyrights   ¥ 2,475 ¥ 1,191
Tax losses carried forward and others   21,896 9,467
Total deferred tax assets, gross   24,371 10,658
Valuation allowance   (21,838) (8,476)
Total deferred tax assets   2,533 2,182
Deferred tax liabilities      
Identifiable intangible assets   (12,659) (9,181)
Withholding tax on undistributed earnings   (7,901) (8,375)
Investment securities and others   (1,957) (1,756)
Total deferred tax liabilities $ (3,355) (22,517) (19,312)
Net deferred tax liabilities   ¥ (19,984) ¥ (17,130)
Assumed percentage of distributable reserve of major PRC subsidiaries to be distributed as dividends (as a percent) 100.00% 100.00% 100.00%
Undistributed earnings intended to be invested indefinitely in the PRC   ¥ 49,700 ¥ 28,600
United States      
Income tax      
Accumulated tax losses of subsidiaries   3,690  
Indonesia      
Income tax      
Accumulated tax losses of subsidiaries   3,686  
Singapore      
Income tax      
Accumulated tax losses of subsidiaries   3,075  
PRC      
Income tax      
Accumulated tax losses of subsidiaries   ¥ 73,148  
v3.19.3
Investment securities and fair value disclosure - Cost to fair value (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Apr. 01, 2018
Mar. 31, 2017
Equity securities and other investments and fair value disclosure        
Original cost ¥ 162,858 ¥ 34,699    
Gross unrealized gains 30,119 11,057    
Gross unrealized losses (11,985) (1,587)    
Provision for decline in value (13,975) (1,162)    
Carrying value 167,017 43,007    
Equity securities accounted for using cost method   59,942   ¥ 35,404
Debt investments 6,900 6,900    
Debt investments pledged to financial institution 6,900      
ASU 2016-01 | Adjustment        
Equity securities and other investments and fair value disclosure        
Equity securities accounted for using cost method   (59,942) ¥ (59,942)  
Investment securities     ¥ 59,942  
Listed equity securities        
Equity securities and other investments and fair value disclosure        
Original cost 57,121 20,303    
Gross unrealized gains 15,968 10,990    
Gross unrealized losses (11,887) (1,587)    
Provision for decline in value   (983)    
Carrying value 61,202 28,723    
Equity securities accounted for under the fair value option        
Equity securities and other investments and fair value disclosure        
Original cost   498    
Gross unrealized gains   67    
Carrying value   565    
Investments in privately held companies        
Equity securities and other investments and fair value disclosure        
Original cost 81,894      
Gross unrealized gains 14,107      
Gross unrealized losses (78)      
Provision for decline in value (13,250)      
Carrying value 82,673      
Debt investments        
Equity securities and other investments and fair value disclosure        
Original cost 23,843 13,898    
Gross unrealized gains 44      
Gross unrealized losses (20)      
Provision for decline in value (725) (179)    
Carrying value 23,142 13,719    
Convertible bonds accounted for under the fair value option        
Equity securities and other investments and fair value disclosure        
Carrying value 2,742 1,256    
Unrealized gains recorded ¥ 44 ¥ 0    
v3.19.3
Share-based awards - Share-based awards relating to Ant Financial (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Share-based awards      
Share-based compensation expense ¥ 37,491 ¥ 20,075 ¥ 15,995
Share-based awards relating to Ant Financial      
Share-based awards      
Share-based compensation expense ¥ 12,855 ¥ 2,278 ¥ 2,188
Share-based awards relating to Ant Financial | Share-based awards with four-year vesting schedule      
Share-based awards      
Vesting period 4 years 4 years 4 years
Vesting percentage per year after initial vesting 25.00% 25.00% 25.00%
Share-based awards relating to Ant Financial | Share-based awards with four-year vesting schedule and initial vesting at first anniversary      
Share-based awards      
Vesting period 1 year 1 year 1 year
Vesting percentage 25.00% 25.00% 25.00%
Share-based awards relating to Ant Financial | Share-based awards with four-year vesting schedule and initial vesting at second anniversary      
Share-based awards      
Vesting period 2 years 2 years 2 years
Vesting percentage 50.00% 50.00% 50.00%
Share-based awards relating to Ant Financial | Share-based awards with six-year vesting schedule      
Share-based awards      
Vesting period 6 years 6 years 6 years
v3.19.3
Revenue- Breakdown by segment (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Revenue breakdown        
Revenue $ 56,152 ¥ 376,844 ¥ 250,266 ¥ 158,273
Customer management services        
Revenue breakdown        
Revenue   165,616 128,898 89,287
Commission        
Revenue breakdown        
Revenue   81,086 52,411 37,848
Logistics services        
Revenue breakdown        
Revenue   23,397 6,759  
Core commerce        
Revenue breakdown        
Revenue   323,400 214,020 133,880
Core commerce | Logistics services | Cainiao Network        
Revenue breakdown        
Revenue   14,885 6,759  
Core commerce | Local consumer services        
Revenue breakdown        
Revenue   18,058    
Core commerce | Others        
Revenue breakdown        
Revenue   5,129 2,697 755
Core commerce | PRC | Retail        
Revenue breakdown        
Revenue   247,615 176,559 114,109
Core commerce | PRC | Retail | Customer management services        
Revenue breakdown        
Revenue   145,684 114,285 77,530
Core commerce | PRC | Retail | Commission        
Revenue breakdown        
Revenue   61,847 46,525 34,066
Core commerce | PRC | Retail | Others        
Revenue breakdown        
Revenue   40,084 15,749 2,513
Core commerce | PRC | Wholesale        
Revenue breakdown        
Revenue   9,988 7,164 5,679
Core commerce | International | Retail        
Revenue breakdown        
Revenue   19,558 14,216 7,336
Core commerce | International | Wholesale        
Revenue breakdown        
Revenue   8,167 6,625 6,001
Cloud computing        
Revenue breakdown        
Revenue   24,702 13,390 6,663
Digital media and entertainment        
Revenue breakdown        
Revenue   24,077 19,564 14,733
Innovation initiatives and others        
Revenue breakdown        
Revenue   ¥ 4,665 ¥ 3,292 ¥ 2,997
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Lazada (Details)
¥ in Millions, $ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2016
USD ($)
Apr. 30, 2016
CNY (¥)
country
Jun. 30, 2019
USD ($)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
USD ($)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2017
CNY (¥)
The allocation of the purchase price at the date of acquisition                  
Goodwill       $ 39,477     ¥ 162,149 ¥ 264,935 ¥ 125,420
Lazada                  
The allocation of the purchase price at the date of acquisition                  
Equity interest held in subsidiary (as a percentage)       92.00%       92.00%  
User base and customer relationships | Maximum                  
The allocation of the purchase price at the date of acquisition                  
Estimated amortization periods       16 years 16 years        
Non-compete agreements | Maximum                  
The allocation of the purchase price at the date of acquisition                  
Estimated amortization periods       6 years 6 years        
Trade names, trademarks and domain names | Maximum                  
The allocation of the purchase price at the date of acquisition                  
Estimated amortization periods       20 years 20 years        
Developed technology and patents | Maximum                  
The allocation of the purchase price at the date of acquisition                  
Estimated amortization periods       5 years 5 years        
Lazada                  
The allocation of the purchase price at the date of acquisition                  
Number of countries in which the entity operates | country   6              
Lazada                  
Acquisition                  
Percentage of equity interest acquired   54.00%              
Cash consideration for additional equity interest acquired $ 1,020 ¥ 6,607       $ 1,016 6,877    
The allocation of the purchase price at the date of acquisition                  
Net assets acquired   2,874              
Goodwill   5,216              
Deferred tax assets   616              
Deferred tax liabilities   (1,027)              
Noncontrolling interests   (4,416)              
Total   ¥ 6,607              
Weighted average amortization period 2 years 6 months 2 years 6 months              
Capital injections       $ 770 ¥ 5,222 483 3,124    
Reduction in noncontrolling interest             1,681    
Addition to noncontrolling interest         400        
Lazada | Subsequent event                  
The allocation of the purchase price at the date of acquisition                  
Capital injections | $     $ 300            
Lazada | Certain management members and employees                  
Acquisition                  
Cash consideration for additional equity interest acquired       $ 20 ¥ 133 $ 87 ¥ 578    
Lazada | Maximum                  
The allocation of the purchase price at the date of acquisition                  
Estimated amortization periods 3 years 3 years              
Lazada | User base and customer relationships                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets   ¥ 2,014              
Lazada | Non-compete agreements                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets   959              
Lazada | Trade names, trademarks and domain names                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets   292              
Lazada | Developed technology and patents                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets   ¥ 79              
v3.19.3
Share-based awards- General (Details)
1 Months Ended 12 Months Ended
Jul. 30, 2019
shares
Jul. 29, 2019
shares
Apr. 01, 2015
shares
Sep. 30, 2014
Mar. 31, 2019
shares
Share-based awards          
Number of shares authorized but unissued         273,212,416
Ratio of share subdivision 8        
ADS ratio 8 1      
Number of ordinary share issuable upon vesting of one outstanding RSU or exercise of one outstanding share option 8 1      
Before the Share Subdivision          
Share-based awards          
Number of shares authorized but unissued         34,151,552
Share option and RSUs with four-year vesting schedule          
Share-based awards          
Vesting period         4 years
Vesting percentage per year after initial vesting         25.00%
Share option and RSUs with four-year vesting schedule | Maximum          
Share-based awards          
Expiry period         6 years
Share option and RSUs with four-year vesting schedule and initial vesting at first anniversary          
Share-based awards          
Vesting period         1 year
Vesting percentage         25.00%
Share option and RSUs with four-year vesting schedule and initial vesting at second anniversary          
Share-based awards          
Vesting period         2 years
Vesting percentage         50.00%
Share option and RSUs with six-year vesting schedule          
Share-based awards          
Vesting period         6 years
Share option and RSUs with six-year vesting schedule | Maximum          
Share-based awards          
Expiry period         8 years
2014 Plan          
Share-based awards          
Plan term       10 years  
2014 Plan | Maximum          
Share-based awards          
Additional number of shares subject to award     200,000,000    
2014 Plan | Maximum | Before the Share Subdivision          
Share-based awards          
Additional number of shares subject to award     25,000,000    
v3.19.3
Summary of significant accounting policies
12 Months Ended
Mar. 31, 2019
Summary of significant accounting policies  
Summary of significant accounting policies

2.            Summary of significant accounting policies

(a)   Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Effective on July 30, 2019, the Company subdivided each of its issued and unissued ordinary shares into eight ordinary shares (the “Share Subdivision”). Following the Share Subdivision, the Company’s authorized share capital is US$100,000 divided into 32,000,000,000 ordinary shares with a par value of US$0.000003125 each. The number of issued and unissued ordinary shares as disclosed elsewhere in these consolidated financial statements are prepared on a basis after taking into account the effects of the Share Subdivision and have been retrospectively adjusted.

Simultaneously with the Share Subdivision, the change in ratio of the Company’s American depositary share (“ADS”) to ordinary share (the “ADS Ratio Change”) also became effective. Following the ADS Ratio Change, each ADS now represents eight ordinary shares. Previously, each ADS represented one ordinary share. Given that the ADS Ratio Change was exactly proportionate to the Share Subdivision, no new ADSs were issued to any ADS holder and the total number of the Company’s outstanding ADSs remains unchanged immediately after the Share Subdivision and the ADS Ratio Change became effective.

Translations of balances in the consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income and consolidated  statement of cash flows from Renminbi (“RMB”) into the United States Dollar (“US$”) as of and for the year ended March 31, 2019 are solely for the convenience of the readers and are calculated at the rate of US$1.00=RMB6.7112, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 29, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at this rate, or at any other rate.

(b)   Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

(c)   Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the PRC-registered entities directly or indirectly wholly owned by the Company (“WFOEs”) and variable interest entities (“VIEs”) over which the Company is the primary beneficiary. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power 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 the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. A VIE is required to be consolidated by the primary beneficiary of the entity if the equity holders in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, the Company operates its Internet and other businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. The equity interests of these PRC domestic companies are held by PRC citizens or by PRC entities owned and/or controlled by PRC citizens. Specifically, these PRC domestic companies that are material to the Company’s business are Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Alibaba Cloud Computing Ltd., Hangzhou Alibaba Advertising Co., Ltd. and Youku Information Technology (Beijing) Co., Ltd. The registered capital of these PRC domestic companies was funded by the Company through loans extended to the equity holders of these PRC domestic companies. The Company has entered into certain exclusive technical services agreements with these PRC domestic companies, which entitle it to receive a majority of their residual returns and make it obligatory for the Company to absorb a majority of the risk of losses from their activities. In addition, the Company has entered into certain agreements with the equity holders of these PRC domestic companies, including loan agreements that require them to contribute registered capital to those PRC domestic companies, exclusive call option agreements to acquire the equity interests in these companies when permitted by the PRC laws, rules and regulations, equity pledge agreements of the equity interests held by those equity holders, and proxy agreements that irrevocably authorize individuals designated by the Company to exercise the equity owner’s rights over these PRC domestic companies.

Details of the typical structure of the Company’s significant VIEs are set forth below:

(i)Contracts that give the Company effective control of VIEs

Loan agreements

Pursuant to the relevant loan agreements, the respective WFOEs have granted loans to the equity holders of the VIEs, which may only be used for the purpose of its business operation activities agreed by the WFOEs. The WFOEs may require acceleration of repayment at their absolute discretion. When the equity holders of the VIEs make early repayment of the outstanding amount, the WFOEs or a third-party designated by the WFOEs may purchase the equity interests in the VIEs at a price equal to the outstanding amount of the loan, subject to any applicable PRC laws, rules and regulations. The equity holders of the VIEs undertake not to enter into any prohibited transactions in relation to the VIEs, including the transfer of any business, material assets, intellectual property rights or equity interests in the VIEs to any third party.

Exclusive call option agreements

The equity holders of the VIEs have granted the WFOEs exclusive call options to purchase their equity interest in the VIEs at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs; and (ii) the minimum price as permitted by applicable PRC laws. Each relevant VIE has further granted the relevant WFOE an exclusive call option to purchase its assets at an exercise price equal to the book value of the assets or the minimum price as permitted by applicable PRC laws, whichever is higher. Certain VIEs and their equity holders will also jointly grant the WFOEs (A) exclusive call options to request the VIEs to decrease their registered capital at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs and (ii) the minimum price as permitted by applicable PRC laws (the “Capital Decrease Price”), and (B) exclusive call options to subscribe for the increased capital of the VIEs at a price equal to the sum of the Capital Decrease Price and the unpaid registered capital, if applicable, as of the capital decrease. The WFOEs may nominate another entity or individual to purchase the equity interest or assets, or to subscribe for the increased capital, if applicable, under the call options. Execution of each call option shall not violate the applicable PRC laws, rules and regulations. Each equity holder of the VIE has agreed that the following amounts, to the extent in excess of the original registered capital that they contributed to the VIE (after deduction of relevant tax expenses), belong to and shall be paid to the WFOEs: (i) proceeds from the transfer of its equity interests in the VIE, (ii) proceeds received in connection with a capital decease in the VIE, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIE upon termination or liquidation. Moreover, any profits, distributions or dividends (after deduction of relevant tax expenses) received by the VIEs also belong to and shall be paid to the WFOEs. The exclusive call option agreements remain in effect until the equity interest or assets that are the subject of these agreements are transferred to the WFOEs.

Proxy agreements

Pursuant to the relevant proxy agreements, the equity holders of the VIEs irrevocably authorize any person designated by the WFOEs to exercise their rights as the equity holders of the VIEs, including without limitation the right to vote and appoint directors.

Equity pledge agreements

Pursuant to the relevant equity pledge agreements, the equity holders of the VIEs have pledged all of their interests in the equity of the VIEs as a continuing first priority security interest in favor of the corresponding WFOEs to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIEs and/or the equity holders under the other structure contracts. Each WFOE is entitled to exercise its right to dispose of the pledged interests in the equity of the VIE held by the equity holders and has priority in receiving payment by the application of proceeds from the auction or sale of the pledged interests, in the event of any breach or default under the loan agreement or other structure contracts, if applicable. These equity pledge agreements remain in force until the later of (i) the full performance of the contractual arrangements by the relevant parties, and (ii) the full repayment of the loans made to the equity holders of the VIEs .

(ii)Contracts that enable the Company to receive substantially all of the economic benefits from the VIEs

Exclusive technology services agreements or exclusive services agreements

Each relevant VIE has entered into an exclusive technology services agreement or an exclusive services agreement with the respective WFOE, pursuant to which the relevant WFOE provides exclusive services to the VIE. In exchange, the VIE pays a service fee to the WFOE, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by the WFOE, resulting in a transfer of substantially all of the profits from the VIE to the WFOE.

Other arrangements

The exclusive call option agreements described above also entitle the WFOEs to all profits, distributions or dividends (after deduction of relevant tax expenses) to be received by the VIEs, and the following amounts, to the extent in excess of the original registered capital that they contributed to the VIEs (after deduction of relevant tax expenses) to be received by each equity holder of the VIEs : (i) proceeds from the transfer of its equity interests in the VIEs, (ii) proceeds received in connection with a capital decease in the VIEs, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIEs  upon termination or liquidation.

Based on these contractual agreements, the Company believes that the PRC domestic companies as described above should be considered as VIEs because the equity holders do not have significant equity at risk nor do they have the characteristics of a controlling financial interest. Given that the Company is the primary beneficiary of these PRC domestic companies, the Company believes that these VIEs should be consolidated based on the structure as described above.

The following financial information of the VIEs in the PRC was recorded in the accompanying consolidated financial statements:

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Cash and cash equivalents and short-term investments

 

7,507

 

15,019

Investments in equity investees and  investment securities

 

26,611

 

28,230

Accounts receivable, net of allowance

 

5,733

 

9,540

Amounts due from non-VIE subsidiaries of the Company

 

1,949

 

6,398

Prepayment for licensed copyrights

 

1,736

 

2,633

Property and equipment and intangible assets

 

6,788

 

6,161

Others

 

4,139

 

5,992

Total assets

 

54,463

 

73,973

 

 

 

 

 

Amounts due to non-VIE subsidiaries of the Company

 

41,090

 

60,273

Accruals for purchase of licensed copyrights

 

3,686

 

3,498

Accrued expenses, accounts payable and other liabilities

 

10,931

 

14,594

Deferred revenue and customer advances

 

4,997

 

7,213

Deferred tax liabilities

 

995

 

448

Total liabilities

 

61,699

 

86,026

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Revenue (i)

 

24,712

 

32,898

 

66,674

Net loss

 

(4,688)

 

(6,167)

 

(7,063)

Net cash provided by operating activities

 

3,220

 

5,547

 

4,163

Net cash used in investing activities

 

(2,557)

 

(20,366)

 

(8,503)

Net cash provided by financing activities

 

2,688

 

14,286

 

12,373

 

(i)

Revenue generated by the VIEs are primarily from cloud computing services, digital media and entertainment services, local consumer services and others.

The VIEs did not have any material related party transactions except for the related party transactions which are disclosed in Note 21 or elsewhere in these consolidated financial statements, and those transactions with other subsidiaries that are not VIEs, which were eliminated upon consolidation.

Under the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs under its control. Therefore, the Company considers that there is no asset in any of the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves. As all VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.

Currently there is no contractual arrangement which requires the Company to provide additional financial support to the VIEs. However, as the Company conducts its businesses primarily based on the licenses and approvals held by its VIEs, the Company has provided and will continue to provide financial support to the VIEs considering the business requirements of the VIEs, as well as the Company's own business objectives in the future.

Unrecognized revenue-producing assets held by the VIEs include certain Internet content provision and other licenses, domain names and trademarks. The Internet content provision and other licenses are required under relevant PRC laws, rules and regulations for the operation of Internet businesses in the PRC, and therefore are integral to the Company’s operations. The Internet content provision licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services.

(d)  Business combinations and noncontrolling interests

The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements.

In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements.

When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.

For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. When the noncontrolling interest is contingently redeemable upon the occurrence of a conditional event, which is not solely within the control of the Company, the noncontrolling interest is classified as mezzanine equity. The Company accretes changes in the redemption value over the period from the date that it becomes probable that the mezzanine equity will become redeemable to the earliest redemption date using the effective interest method. Consolidated net income in the consolidated income statements includes net income (loss) attributable to noncontrolling interests and mezzanine equity holders when applicable. Net loss attributable to mezzanine equity holders is included in net loss attributable to noncontrolling interests in the consolidated income statements, while it is excluded from the consolidated statements of changes in shareholders’ equity. During the years ended March 31, 2017, 2018 and 2019, net loss attributable to mezzanine equity holders amounted to RMB1,961 million, RMB930 million and RMB438 million, respectively. The cumulative results of operations attributable to noncontrolling interests, along with adjustments for share-based compensation expense arising from outstanding share-based awards relating to subsidiaries’ shares, are also recorded as noncontrolling interests on the Company’s consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows.

(e)  Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members of the Company’s management team. The Company had four operating and reportable segments during the periods presented as set out in Notes 1 and 25.

(f)  Foreign currency translation

The functional currency of the Company is US$. The Company’s subsidiaries with operations in the PRC, Hong Kong, the United States and other jurisdictions generally use their respective local currencies as their functional currencies. The reporting currency of the Company is RMB as the major operations of the Company are within the PRC. The financial statements of the Company’s subsidiaries, other than the subsidiaries with the functional currency of RMB, are translated into RMB using the exchange rate as of the balance sheet date for assets and liabilities and the average daily exchange rate for each month for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

In the financial statements of the Company’s subsidiaries, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the consolidated income statements during the year in which they occur.

(g)  Revenue recognition

In April 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)," including related amendments and implementation guidance within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 (collectively, including ASU 2014-09, “ASC 606”), issued by the Financial Accounting Standards Board (“FASB”).

ASC 606 supersedes the revenue recognition requirements in ASC 605 and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 beginning on April 1, 2018 using the modified retrospective method applied to those contracts with the customers which were not completed as of April 1, 2018.  

Results for reporting periods beginning on April 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with ASC 605. The impact of adopting the new revenue standard was not material to the consolidated financial statements and there was no adjustment to the beginning retained earnings on April 1, 2018.

Revenue is principally comprised of customer management revenue, commissions on transactions, membership fees, logistics services revenue, cloud computing services revenue, sales of goods and other revenue. Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC 606 "Revenue from Contracts with Customers," the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service. For performance obligations satisfied over time, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of a performance obligation.

For revenue arrangements with multiple distinct performance obligations, each distinct performance obligation is separately accounted for and the total consideration is allocated to each performance obligation based on the relative standalone selling price at contract inception. Revenue arrangements with multiple distinct performance obligations, such as the sale of membership packages and customer management services on wholesale marketplaces and Youku’s platforms, are not significant to the Company’s total revenue.

The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis.

When services are exchanged or swapped for other services, revenue is recognized based on the estimated standalone selling price of services promised to customer if the fair value of the services received cannot be reasonably estimated. The amount of revenue recognized for barter transactions was not material for each of the periods presented.

Practical expedients and exemptions

The Company applies the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less and contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The Company does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a result, the Company  applies the practical expedient and does not adjust any of the transaction price for the time value of money.

Revenue recognition policies by type are as follows:

(i)Customer management revenue

Within the core commerce segment, the Company provides the following customer management services to merchants on the Company’s retail and wholesale marketplaces and certain third-party marketing affiliates’ websites:

Pay for performance (“P4P”) marketing services

P4P marketing services allow merchants to bid for keywords that match product or service listings appearing in search or browser results on the Company’s marketplaces. Merchants bid for keywords through an online bidding system. The positioning of the listings and the price for the positioning are determined through an online auction system, which facilitates price discovery through a market-based mechanism. In general, merchants prepay for P4P marketing services and the related revenue is recognized when a user clicks their product or service listings as this is the point of time when the merchants benefit from the marketing services rendered.

Display marketing services

Display marketing services allow merchants to place advertisements on the Company’s marketplaces, at fixed prices or prices established by a real-time bidding system and in particular formats.  In general, merchants need to prepay for display marketing which is accounted for as customer advances and revenue is recognized either ratably over the period in which the advertisement is displayed as the merchants simultaneously consume the benefits as the advertisement is displayed or when an advertisement is viewed by users, depending on the type of marketing services selected by the merchants.

The Company also places P4P marketing services content and display marketing content through the third-party marketing affiliate program. A substantial portion of customer management revenue generated through the third-party marketing affiliate program represented P4P marketing services revenue. In delivery of these customer management services, the Company, through the third-party marketing affiliate program, places the P4P marketing services content of the participating merchants on third-party online resources in the forms of picture or text links through contextual relevance technology to match merchants’ marketing content to the textual content of the third-party online resources and the users’ attributes based on the Company’s systems and algorithms. When the links on third-party online resources are clicked, users are diverted to a landing page of the Company’s marketplaces where listings of the participating merchant as well as similar products or services of other merchants are presented. In limited cases, the Company may embed a search box for one of its marketplaces on the third-party online resources, and when a keyword is input into the search box, the user will be diverted to the Company’s marketplaces where search results are presented. Revenue is recognized when the users further click on the P4P marketing content on the landing pages. The Company places display marketing content on third-party online resources in a similar manner. In general, merchants need to prepay for display marketing which is accounted for as customer advances and revenue is recognized ratably over the period in which the advertisement is displayed as merchants simultaneously consume the benefits as the advertisement is displayed.

P4P marketing services revenue as well as display marketing revenue generated on the Company’s marketplaces or through the third-party marketing affiliate program are recorded on a gross basis when the Company is the principal to the merchants in the arrangements. For third-party marketing affiliates with whom the Company has an arrangement to share the revenue, traffic acquisition cost is also recognized at the same time if the P4P marketing content on the landing page clicked by the users is from merchants participating in the third-party marketing affiliate program.

Taobaoke services

In addition, the Company offers the Taobaoke program which generates commissions from merchants for transactions completed by consumers sourced from certain third-party marketing affiliates’ websites and mobile apps. The commission rates on Taobaoke are set by the merchants. The Company’s portion of commission revenue is recognized at the time when the underlying transaction is completed and is recorded on a net basis principally because the Company is not the principal as it does not have latitude in establishing prices or does not have inventory risk. In certain occasions where the Company is the principal of the arrangement (such as arrangements where the Company is obligated to pay for website inventory costs in fixed amounts to third-party marketing affiliates regardless of whether commission revenue is generated from these marketing affiliates), the commission revenue is recorded on a gross basis.

Within the digital media and entertainment segment, the Company offers P4P marketing services to merchants and marketers on websites and mobile media operated by UCWeb. Revenue is recognized when a user clicks their product or service listings as this is the point of time when the merchants benefit from the marketing services rendered. In addition, marketers can also place advertisements on websites and mobile media operated by UCWeb and Youku’s platforms in different formats, including video, banners, links, logos and buttons. Revenue is recognized ratably over the period in which the advertisement is displayed as the merchants simultaneously consume the benefits as the advertisement is displayed or when an advertisement is clicked or viewed by users, depending on the type of marketing services selected by the merchants.

(ii)Commissions on transactions

The Company earns commissions from merchants when transactions are completed on Tmall and certain other retail marketplaces of the Company. The commissions are generally determined as a percentage based on the value of merchandise being sold by the merchants. The commission revenue includes merchant deposits that are expected to be non-refundable and is accounted for as variable consideration (Note 2(ad)). The variable consideration is estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue related to commissions is recognized in the consolidated income statements based on the expected value when the performance obligation is satisfied. Changes to the estimated variable consideration were not material for each of the periods presented. 

(iii)Membership fees

The Company earns membership fees revenue from wholesale sellers in respect of the sale of membership packages and subscriptions that allow them to host premium storefronts on the Company’s wholesale marketplaces, as well as the provision of other value-added services, and from customers in respect of the sale of membership packages which allow them to access premium content on Youku’s paid content platforms. These service fees are paid in advance for a specific contracted service period. All these fees are initially deferred as deferred revenue and customer advances when received and revenue is recognized ratably over the term of the respective service contracts as the services are provided.

(iv)Logistics services revenue

The Company earns logistics services revenue from domestic and international one-stop-shop logistics services and the supply chain management solutions provided by Cainiao Network as well as on-demand delivery services provided by Ele.me. Revenue is recognized at the time when the logistics services are provided.

(v)Cloud computing services revenue

The Company earns cloud computing services revenue from the provision of services such as elastic computing, database, storage, network virtualization services, large scale computing, security, management and application services, big data analytics, and machine learning platform and IoT services. These cloud computing services allow customers to use hosted software over the contract period without taking possession of the software. Cloud computing services are mainly charged on either a subscription or consumption basis. Revenue related to cloud services charged on a subscription basis is recognized ratably over the contract period. Revenue related to cloud services charged on a consumption basis, such as the quantity of storage or elastic computing services used in a period, is recognized based on the customer utilization of the resources.

(vi)Sales of goods

Revenue from the sales of goods is mainly generated from Freshippo (formerly Hema), a unique proprietary grocery retail format and new retail pathfinder in the fast-moving consumer goods category, Tmall Global, Intime (Note 4(g)) and Lazada (Note 4(i)). Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Receipts of fees in respect of all other incidental goods or services provided by the Company that are distinct performance obligations are recognized when the control of the underlying goods or services is transferred to the customers. The amounts relating to these incidental services are not material to the Company’s total revenue for each of the periods presented.

(h)  Cost of revenue

Cost of revenue consists primarily of logistics costs, cost of inventories, bandwidth and co-location fees, depreciation and maintenance expenses for servers and computers, call centers and other equipment, content acquisition costs, staff costs and share-based compensation expense, traffic acquisition costs, payment processing fees and other related incidental expenses that are directly attributable to the Company’s principal operations.

(i)  Product development expenses

Product development expenses consist primarily of staff costs and share-based compensation expense for research and development personnel and other expenses that are directly attributable to the development of new technologies and products for the businesses of the Company, such as the development of the Internet infrastructure, applications, operating systems, software, databases and networks.

The Company expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites or the development of software and website content. Costs incurred in the development phase are capitalized and amortized over the estimated product life. However, since the inception of the Company, the amount of costs qualifying for capitalization has been insignificant. As a result, all website and software development costs have been expensed as incurred.

(j)   Sales and marketing expenses

Sales and marketing expenses consist primarily of online and offline advertising expenses, promotion expenses, staff costs and share-based compensation expense, sales commissions and other related incidental expenses that are incurred directly to attract or retain consumers and merchants for the Company’s marketplaces, mobile products, transaction and service platforms as well as entertainment distribution platforms.

The Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of delivering advertisements in the period in which the advertising space or airtime is used. Advertising and promotional expenses totaled RMB8,799 million, RMB16,814 million and RMB22,013 million during the years ended March 31, 2017, 2018 and 2019, respectively.

(k)  Share-based compensation

Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair values of restricted share units (“RSUs”) and restricted shares are determined with reference to the fair value of the underlying shares and the fair value of share options is generally determined using the Black-Scholes valuation model. Share-based awards granted to non-employees are initially measured at fair value on the grant date and re-measured at each reporting date through the vesting date. The value is recognized as an expense over the respective service period, net of estimated forfeitures. Share-based compensation expense, when recognized, is charged to the consolidated income statements with the corresponding entry to additional paid-in capital, liability or noncontrolling interests as disclosed in Note 2(d).

On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including the fair value of the underlying shares, expected life and expected volatility. The Company recognizes the impact of any revisions to the original forfeiture rate assumptions in the consolidated income statements, with a corresponding adjustment to equity.

(l)  Other employee benefits

The Company’s subsidiaries in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. The relevant labor regulations require the Company’s subsidiaries in the PRC to pay the local labor and social welfare authorities monthly contributions based on the applicable benchmarks and rates stipulated by the local government. The relevant local labor and social welfare authorities are responsible for meeting all retirement benefits obligations and the Company’s subsidiaries in the PRC have no further commitments beyond their monthly contributions. The contributions to the plan are expensed as incurred. During the years ended March 31, 2017, 2018 and 2019, contributions to the plan amounting to RMB2,710 million, RMB3,587 million and RMB5,608 million, respectively, were charged to the consolidated income statements.

The Company also makes payments to other defined contribution plans and defined benefit plans for the benefit of employees employed by subsidiaries outside of the PRC. Amounts contributed during the years ended March 31, 2017, 2018 and 2019 were insignificant.

(m) Income taxes

The Company accounts for income taxes using the liability method, under which deferred income taxes are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that the asset will not be realizable in the foreseeable future.

Deferred taxes are also recognized on the undistributed earnings of subsidiaries, which are presumed to be transferred to the parent company and are subject to withholding taxes, unless there is sufficient evidence to show that the subsidiary has invested or will invest the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation.

The Company adopts ASC 740 “Income Taxes” which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company did not have significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of and for the years ended March 31, 2017, 2018 and 2019.

(n)  Government grants

Government grants are recognized as income in other income, net or as a reduction of specific costs and expenses for which the grants are intended to compensate. Such amounts are recognized in the consolidated income statements upon receipt and when all conditions attached to the grants are fulfilled.

(o)  Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all the benefits and risks incidental to the ownership of assets are accounted for as capital leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments (net of any incentives received from the lessor) are recognized in the consolidated income statements on a straight-line basis over the lease terms. The Company had no significant capital leases for the years ended March 31, 2017, 2018 and 2019.

(p)  Cash and cash equivalents

The Company considers all short-term, highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents primarily represent bank deposits, fixed deposits with maturities of less than three months and investments in money market funds. As of March 31, 2018 and 2019, the Company had certain amounts of cash held in accounts managed by Alipay in connection with the provision of online and mobile commerce and related services for a total amount of RMB1,687 million and RMB3,720 million, respectively, which have been classified as cash and cash equivalents on the consolidated balance sheets.

(q)  Short-term investments

Short-term investments consist primarily of investments in fixed deposits with maturities between three months and one year and investments in money market funds or other investments that the Company has the intention to redeem within one year. As of March 31, 2018 and 2019, the investments in fixed deposits that were recorded as short-term investments amounted to RMB2,919 million and RMB961 million, respectively. As of the same dates, the Company had certain amounts of short-term investments held in accounts managed by Alipay for a total amount of RMB890 million and nil, respectively.

(r)   Accounts receivable

Accounts receivable represents the amounts that the Company has an unconditional right to consideration. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. The allowance for doubtful accounts is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions and other factors that may affect the customers’ ability to pay.

(s)  Inventories

Inventories mainly consist of merchandise available for sale. They are accounted for using the weighted average cost and stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(t)   Investment securities

Investment securities represent the Company’s investments in equity securities that are not accounted for under the equity method or cost method, as well as other investments which primarily consist of debt investments.

(i)Equity securities

In April 2018, the Company adopted ASU 2016-01, “Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” including related technical corrections and improvements issued within ASU 2018-13. ASU 2016-01 amended various aspects of the recognition, measurement, presentation, and disclosure for financial instruments, and simplified the impairment assessment and enhanced the disclosure requirements of equity investments.

Prior to the adoption of ASU 2016-01, equity securities that have readily determinable fair values and were not accounted for using the equity method were classified as available-for-sale, and were carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Upon the adoption of ASU 2016-01, the Company carries these equity securities at fair value with unrealized gains and losses recorded in the consolidated income statements. Unrealized gains recorded in accumulated other comprehensive income as of March 31, 2018 related to equity securities previously classified as available-for-sale, in the amount of RMB8,196 million, net of tax, were reclassified into retained earnings as of April 1, 2018.

In addition, prior to the adoption of ASU 2016-01, the cost method was used to account for certain equity investments in privately held companies over which the Company neither has control nor significant influence through investments in common stock or in-substance common stock. Upon the adoption of ASU 2016-01, the Company no longer accounts for these equity securities using the cost method. Beginning on April 1, 2018, the Company elected to record a majority of equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer that were completed on or after April 1, 2018. These equity securities, which amounted to RMB59,942 million as of March 31, 2018, were previously classified under investments in equity investees (Note 2(u)) and were reclassified into investment securities on the consolidated balance sheets as of April 1, 2018. The consolidated balance sheet as of March 31, 2018 was not retrospectively adjusted.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.

In computing realized gains and losses on equity securities, the Company determines cost based on amounts paid using the average cost method. Dividend income is recognized when the right to receive the payment is established.

(ii)Debt investments

Debt investments are generally stated at amortized cost. The maturities of these debt investments generally range from one to ten years. In addition, the Company has elected the fair value option for certain investments including convertible bonds subscribed. The fair value option permits the irrevocable election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The investments accounted for under the fair value option are carried at fair value with realized or unrealized gains and losses recorded in the consolidated income statements. Interest income from debt investments is recognized using the effective interest method which is reviewed and adjusted periodically based on changes in estimated cash flows.

(u)  Investments in equity investees

The Company applies the equity method to account for equity investments in common stock or in-substance common stock, according to ASC 323 “Investments — 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 Company 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.

Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated income statements and its share of post-acquisition movements in accumulated other comprehensive income is recognized in other comprehensive income. The Company records its share of the results of the equity investees 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 Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee.

The Company continually reviews its investments in equity investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. 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.

Prior to the adoption of ASU 2016-01, investments in equity investees also included certain equity investments in privately held companies over which the Company neither has control nor significant influence through investments in common stock or in-substance common stock, which were accounted for under the cost method. Under the cost method, the Company carried the investment at cost and recognized income to the extent of dividends received from the distribution of the equity investee’s post-acquisition profits. Upon the adoption of ASU 2016-01, the Company no longer accounts for these equity securities using the cost method, and RMB59,942 million were reclassified into investment securities (Note 2(t)) as of April 1, 2018. The consolidated balance sheet as of March 31, 2018 was not retrospectively adjusted.

(v)  Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed using the straight-line method with no residual value based on the estimated useful lives of the various classes of assets, which range as follows:

 

 

 

 

Computer equipment and software

    

3 – 5 years

Furniture, office and transportation equipment

 

3 – 10 years

Buildings

 

20 – 50 years

Property improvements

 

shorter of remaining lease period or estimated useful life

 

Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to the respective category of property and equipment when completed and ready for its intended use.

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated income statements.

(w) Land use rights

Land use rights represent lease prepayments to the local government authorities. Land use rights are carried at cost less accumulated amortization and any impairment loss. Amortization is provided to write off the cost of lease prepayments on a straight-line basis over the period of the right which is 30 – 50 years.

As of March 31, 2019, the Company revised the presentation to report land use rights under prepayments, receivables and other assets (Note 12) on the consolidated balance sheet. Accordingly, land use rights, net as of March 31, 2018 in the amount of RMB9,377 million was reclassified to prepayments, receivables and other assets to conform with the current year presentation.

(x)  Intangible assets other than licensed copyrights

Intangible assets mainly include those acquired through business combinations and purchased intangible assets. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets arising from business combinations are recognized and measured at fair value upon acquisition. Purchased intangible assets are initially recognized and measured at cost upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:

 

 

 

User base and customer relationships

    

1 – 16 years

Trade names, trademarks and domain names

 

3 – 20 years

Developed technology and patents

 

2 – 5 years

Non-compete agreements

 

over the contracted term of up to 6 years

 

(y)  Licensed copyrights

Licensed copyrights related to titles to movies, television series, variety shows, animations and other video content acquired from external parties are carried at the lower of unamortized cost or net realizable value. The amortization period for the licensed content vary depending on the type of content, which typically ranges from six months to ten years. Licensed copyrights are presented on the consolidated balance sheets as current assets under prepayments, receivables and other assets, or non-current assets under intangible assets, net, based on estimated time of usage. Licensed copyrights are generally amortized using an accelerated method based on historical viewership consumption patterns. Estimates of the consumption patterns for licensed copyrights are reviewed periodically and revised if necessary. For the years ended March 31, 2017, 2018 and 2019, amortization expenses in connection with the licensed copyrights of RMB3,886 million, RMB6,111 million and RMB11,391 million were recorded in cost of revenue within the Company’s digital media and entertainment segment.

On a periodic basis, the Company evaluates the program usefulness of its licensed copyrights pursuant to the guidance in ASC 920 “Entertainment — Broadcasters,” which provides that the rights be reported at the lower of unamortized cost or estimated net realizable value. When there is a change in the expected usage of licensed copyrights, the Company estimates the net realizable value of licensed copyrights to determine if any impairment exists. The net realizable value of licensed copyrights is determined by estimating the expected cash flows from advertising and membership fees, less any direct costs, over the remaining useful lives of the licensed copyrights. The Company estimates these cash flows for each category of content separately. Estimates that impact these cash flows include anticipated levels of demand for the Company’s advertising services and the expected selling prices of the Company’s advertisements on the entertainment distribution platforms. For the years ended March 31, 2017, 2018 and 2019, impairment charges in connection with the licensed copyrights of RMB857 million, RMB801 million and RMB2,843 million were recorded in cost of revenue within the Company’s digital media and entertainment segment.

(z)  Goodwill

Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of  a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

In performing the two-step quantitative impairment test, the first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit.

(aa) Impairment of long-lived assets other than goodwill and licensed copyrights

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended March 31, 2017, 2018 and 2019.

(ab) Derivatives and hedging

All contracts that meet the definition of a derivative are recognized on the consolidated balance sheets as either assets or liabilities and recorded at fair value. Changes in the fair value of derivatives are either recognized periodically in the consolidated income statements or in other comprehensive income depending on the use of the derivatives and whether they qualify for hedge accounting and are so designated as cash flow hedges, fair value hedges or net investment hedges.

To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the derivative that is being used and how hedge effectiveness is being assessed. A derivative has to be effective in accomplishing the objective of offsetting either changes in fair value or cash flows for the risk being hedged. The effectiveness of the hedging relationship is evaluated on a prospective and retrospective basis using qualitative and quantitative measures of correlation. Qualitative methods may include comparison of critical terms of the derivative to those of the hedged item. Quantitative methods include a comparison of the changes in the fair value or discounted cash flow of the hedging instrument to that of the hedged item. A hedging relationship is considered effective if the results of the hedging instrument are within a ratio of 80% to 125% of the results of the hedged item.

Interest rate swaps

Interest rate swaps designated as hedging instruments to hedge against the cash flows attributable to recognized assets or liabilities or forecasted payments may qualify as cash flow hedges. The Company entered into interest rate swap contracts to swap floating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with certain forecasted payments and obligations. The effective portion of changes in the fair value of interest rate swaps that are designated and qualify as cash flow hedges is recognized in accumulated other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in interest and investment income, net in the consolidated income statements. Amounts in accumulated other comprehensive income are reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings.

Forward exchange contracts

Forward exchange contracts designated as hedging instruments to hedge against the future changes in currency exposure of net investments in foreign operations may qualify as net investment hedges. The Company entered into forward exchange contracts to hedge the foreign currency risk associated with investments in net assets of certain subsidiaries with operations in the PRC of which the functional currency is RMB. The effective portion of the changes in fair value of the forward exchange contracts that are designated and qualify as net investment hedges is recognized in accumulated other comprehensive income to offset the cumulative translation adjustments relating to those subsidiaries. The gain or loss relating to the ineffective portion, which is measured based on changes in forward exchange rates, is recognized immediately in other income, net in the consolidated income statements. Amounts accumulated are removed from accumulated other comprehensive income and recognized in the consolidated income statements upon disposal of those subsidiaries. Once the hedge becomes ineffective, hedge accounting is discontinued prospectively.

Changes in the fair value of the derivatives not qualified for hedge accounting are reported in the consolidated income statements. The estimated fair value of the derivatives is determined based on relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques.

(ac) Bank borrowings and unsecured senior notes

Bank borrowings and unsecured senior notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.

(ad) Merchant deposits

The Company collects deposits representing an annual upfront service fee from merchants on Tmall and AliExpress before the beginning of each calendar year. These deposits are initially recorded as a liability by the Company. The deposits are refundable to a merchant if the level of sales volume that is generated by that merchant on Tmall or AliExpress meets the target during the period. If the transaction volume target is not met at the end of each calendar year, the relevant deposits will become non-refundable. These merchant deposits are accounted for as variable consideration at an amount that is estimated at contract inception. The estimate is updated at the end of each reporting period and when there are changes in circumstances during the reporting period. Merchant deposits are recognized as commission revenue in the consolidated income statements when the likelihood of refund to the merchant is considered remote based on the patterns of sales volume generated by the merchant during the reporting period.

(ae) Deferred revenue and customer advances

Deferred revenue and customer advances generally represent cash received from customers that relate to goods or services to be provided in the future. Deferred revenue, mainly relating to membership fees and cloud computing services revenue, is stated at the amount of service fees received less the amount previously recognized as revenue upon the provision of the respective services to customers.

(af) Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for the contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings, the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

(ag) Treasury shares

The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account on the consolidated balance sheets. At retirement of the treasury shares, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury shares over the aggregate par value is allocated between additional paid-in capital (up to the amount credited to the additional paid-in capital upon original issuance of the shares) and retained earnings. The treasury shares account includes 166,316,768 and 149,903,376 ordinary shares (previously 20,789,596 and 18,737,922 ordinary shares as of March 31, 2018 and 2019, respectively before the Share Subdivision as detailed in Note 2(a)) issued at par to wholly-owned subsidiaries of the Company for the purpose of certain equity investment plans for management as of March 31, 2018 and 2019, respectively.

The Company applies the treasury stock method for the accounting of the reciprocal relationship in which Suning (Note 4(y)) held ordinary shares of the Company. The treasury shares account included 33,302,848 ordinary shares (previously 4,162,856 ordinary shares before the Share Subdivision as detailed in Note 2(a)) representing the Company’s share of Suning’s investment in the Company as of March 31, 2018. Suning has disposed all of its equity interest in the Company as of March 31, 2019.

(ah)  Statutory reserves

In accordance with the relevant regulations and their articles of association, subsidiaries of the Company incorporated in the PRC are required to allocate at least 10% of their after-tax profit determined based on the PRC accounting standards and regulations to the general reserve until the reserve has reached 50% of the relevant subsidiary’s registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the respective board of directors of the subsidiaries. These reserves can only be used for specific purposes and are not transferable to the Company in the form of loans, advances or cash dividends. During the years ended March 31, 2017, 2018 and 2019, appropriations to the general reserve amounted to RMB836 million, RMB298 million and RMB690 million, respectively. No appropriations to the enterprise expansion fund and staff welfare and bonus fund have been made by the Company.

(ai) Reclassification of comparative figures

In April 2018, the Company adopted ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” As a result of adopting this new accounting update, the Company retrospectively adjusted the consolidated statements of cash flows to include restricted cash and escrow receivables in cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. The impact of the retrospective reclassification on cash flows from operating activities, investing activities and effect of exchange rate changes for the year ended March 31, 2018 was an increase of RMB634 million, an increase of RMB126 million and an increase of RMB2 million, respectively. The impact of the retrospective application on cash flows from operating activities, investing activities and effect of exchange rate changes for the year ended March 31, 2017 was an increase of RMB2,528 million, a decrease of RMB1,215 million and a decrease of RMB4 million, respectively.

 

v3.19.3
Other income, net
12 Months Ended
Mar. 31, 2019
Other income, net  
Other income, net

6.Other income, net

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Profit Share Payments (Note 4(a))

 

2,086

 

3,444

 

517

Government grants (i)

 

451

 

555

 

666

Amortization of restructuring reserve (Note 4(a))

 

(264)

 

(264)

 

(264)

Exchange differences

 

2,328

 

(1,679)

 

(1,950)

Others

 

1,485

 

2,104

 

1,252

Total

 

6,086

 

4,160

 

221

 

(i)

Government grants mainly represent amounts received from central and local governments in connection with the Company’s investments in local business districts and contributions to technology development.

v3.19.3
Restricted cash and escrow receivables
12 Months Ended
Mar. 31, 2019
Restricted cash and escrow receivables  
Restricted cash and escrow receivables

10.Restricted cash and escrow receivables

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Money received or receivable on escrow services offered by AliExpress (i)

 

3,171

 

8,354

Others

 

246

 

164

 

 

3,417

 

8,518

 

(i)

The amount represents customer funds held by external payment networks outside the PRC relating to AliExpress with a corresponding liability recorded under escrow money payable.

v3.19.3
Revenue (Tables)
12 Months Ended
Mar. 31, 2019
Revenue [Abstract]  
Schedule of revenue by segment

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017 (i)

    

2018 (i)

    

2019

 

 

(in millions of RMB)

Core commerce:

 

 

 

 

 

 

China commerce retail (ii)

 

 

 

 

 

 

- Customer management

 

77,530

 

114,285

 

145,684

- Commission

 

34,066

 

46,525

 

61,847

- Others

 

2,513

 

15,749

 

40,084

 

 

114,109

 

176,559

 

247,615

China commerce wholesale (iii)

 

5,679

 

7,164

 

9,988

International commerce retail (iv)

 

7,336

 

14,216

 

19,558

International commerce wholesale (v)

 

6,001

 

6,625

 

8,167

Cainiao logistics services (vi)

 

 —

 

6,759

 

14,885

Local consumer services (vii)

 

 —

 

 —

 

18,058

Others

 

755

 

2,697

 

5,129

Total core commerce

 

133,880

 

214,020

 

323,400

Cloud computing (viii)

 

6,663

 

13,390

 

24,702

Digital media and entertainment (ix)

 

14,733

 

19,564

 

24,077

Innovation initiatives and others (x)

 

2,997

 

3,292

 

4,665

Total

 

158,273

 

250,266

 

376,844

 

(i)

Prior period amounts have not been adjusted due to the adoption of ASC 606 under the modified retrospective method (Note 2(g)).

(ii)

Revenue from China commerce retail is primarily generated from the Company’s China retail marketplaces and includes revenue from customer management, commissions and sales of goods.

(iii)

Revenue from China commerce wholesale is primarily generated from 1688.com and includes revenue from membership fees and customer management.

(iv)

Revenue from international commerce retail is primarily generated from Lazada (Note 4(i)) and AliExpress and includes revenue from sales of goods, commissions, logistics services and customer management.

(v)

Revenue from international commerce wholesale is primarily generated from Alibaba.com and includes membership fees and revenue from customer management.

(vi)

Revenue from Cainiao logistics services represents revenue from the domestic and cross-border fulfillment services provided by Cainiao Network (Note 4(f)).

(vii)

Revenue from local consumer services primarily represents revenue from the provision of delivery services and other services provided by Ele.me (Note 4(c)).

(viii)

Revenue from cloud computing is primarily generated from the provision of services, such as elastic computing, database, storage, network virtualization services, large scale computing, security, management and application services, big data analytics, and machine learning platform and IoT services.

(ix)

Revenue from digital media and entertainment is primarily generated from Youku (Note 4(h)) and UCWeb and includes revenue from customer management and membership fees.

(x)

Revenue from innovation initiatives and others is primarily generated from businesses such as Amap and other innovation initiatives. Other revenue also includes the SME Annual Fee received from Ant Financial and its affiliates (Note 4(a)).

Schedule of revenue by type

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017 (i)

    

2018 (i)

    

2019

 

 

(in millions of RMB)

Customer management services

 

 

 

 

 

 

P4P and display marketing

 

83,581

 

119,822

 

151,654

Other customer management services

 

5,706

 

9,076

 

13,962

Total customer management services

 

89,287

 

128,898

 

165,616

Commission

 

37,848

 

52,411

 

81,086

Membership fees

 

10,638

 

13,823

 

19,139

Logistics services

 

 —

 

6,759

 

23,397

Cloud computing services

 

6,663

 

13,390

 

24,702

Sales of goods

 

3,889

 

18,719

 

46,942

Other revenue (ii)

 

9,948

 

16,266

 

15,962

Total

 

158,273

 

250,266

 

376,844

 

(i)

Prior period amounts have not been adjusted due to the adoption of ASC 606 under the modified retrospective method (Note 2(g)).

(ii)

Other revenue includes other value‑added services provided through various platforms and the SME Annual Fee received from Ant Financial and its affiliates (Note 4(a)).

v3.19.3
Segment information
12 Months Ended
Mar. 31, 2019
Segment information  
Segment information

25.Segment information

The Company presents segment information after elimination of inter-company transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.

The following tables present the summary of each segment's revenue, income from operations and adjusted earnings before interest, taxes and amortization ("Adjusted EBITA") which is considered as a segment operating performance measure,  for the years ended March 31, 2017, 2018 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2017

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

133,880

 

6,663

 

14,733

 

2,997

 

158,273

 

 —

 

158,273

Income (Loss) from operations

 

74,180

 

(1,681)

 

(9,882)

 

(6,798)

 

55,819

 

(7,764)

 

48,055

Add: share-based compensation expense

 

5,994

 

1,201

 

1,454

 

3,017

 

11,666

 

4,329

 

15,995

Add: amortization of intangible assets

 

2,258

 

 4

 

1,886

 

656

 

4,804

 

318

 

5,122

Adjusted EBITA (ii)

 

82,432

 

(476)

 

(6,542)

 

(3,125)

 

72,289

 

(3,117)

 

  

Adjusted EBITA margin (iii)

 

62

%  

(7)

%  

(44)

%  

(104)

%  

 

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2018

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

214,020

 

13,390

 

19,564

 

3,292

 

250,266

 

 —

 

250,266

Income (Loss) from operations

 

102,743

 

(3,085)

 

(14,140)

 

(6,901)

 

78,617

 

(9,303)

 

69,314

Add: share-based compensation expense

 

8,466

 

2,274

 

2,142

 

3,707

 

16,589

 

3,486

 

20,075

Add: amortization of intangible assets

 

2,891

 

12

 

3,693

 

198

 

6,794

 

326

 

7,120

Add: impairment of goodwill

 

 —

 

 —

 

 —

 

 —

 

 —

 

494

 

494

Adjusted EBITA (ii)

 

114,100

 

(799)

 

(8,305)

 

(2,996)

 

102,000

 

(4,997)

 

 

Adjusted EBITA margin (iii)

 

53

%

(6)

%

(42)

%

(91)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2019

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

323,400

 

24,702

 

24,077

 

4,665

 

376,844

 

 —

 

376,844

Income (Loss) from operations

 

109,312

 

(5,508)

 

(20,046)

 

(11,795)

 

71,963

 

(14,879)

 

57,084

Add: share-based compensation expense

 

17,694

 

4,332

 

2,988

 

5,774

 

30,788

 

6,703

 

37,491

Add: amortization of intangible assets

 

9,161

 

18

 

1,262

 

50

 

10,491

 

236

 

10,727

Add: settlement of U.S. federal class action lawsuit

 

 —

 

 —

 

 —

 

 —

 

 —

 

1,679

 

1,679

Adjusted EBITA (ii)

 

136,167

 

(1,158)

 

(15,796)

 

(5,971)

 

113,242

 

(6,261)

 

 

Adjusted EBITA margin (iii)

 

42

%

(5)

%

(66)

%

(128)

%

 

 

 

 

 

 

The following table presents the reconciliation from the Adjusted EBITA to the consolidated net income for the years ended March 31, 2017, 2018 and 2019:

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Total Segments Adjusted EBITA

    

72,289

    

102,000

    

113,242

Unallocated (i)

 

(3,117)

 

(4,997)

 

(6,261)

Share-based compensation expense

 

(15,995)

 

(20,075)

 

(37,491)

Amortization of intangible assets

 

(5,122)

 

(7,120)

 

(10,727)

Impairment of goodwill

 

 

(494)

 

 —

Settlement of U.S. federal class action lawsuit

 

 —

 

 —

 

(1,679)

Consolidated income from operations

 

48,055

 

69,314

 

57,084

Interest and investment income, net

 

8,559

 

30,495

 

44,106

Interest expenses

 

(2,671)

 

(3,566)

 

(5,190)

Other income, net

 

6,086

 

4,160

 

221

Income tax expenses

 

(13,776)

 

(18,199)

 

(16,553)

Share of results of equity investees

 

(5,027)

 

(20,792)

 

566

Consolidated net income

 

41,226

 

61,412

 

80,234

 

 

 

 

 

 

 

 

The following table presents the total depreciation and amortization expenses of property and equipment and land use rights by segment for the years ended March 31, 2017, 2018 and 2019:

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Core commerce

 

2,124

 

3,784

 

6,672

Cloud computing

 

1,438

 

3,047

 

6,580

Digital media and entertainment

 

752

 

986

 

1,182

Innovation initiatives and others and unallocated (i)

 

970

 

972

 

528

Total depreciation and amortization expenses of property and equipment and land use rights

 

5,284

 

8,789

 

14,962

 

(i)

Unallocated expenses are primarily related to corporate administrative costs and other miscellaneous items that are not allocated to individual segments.

(ii)

Adjusted EBITA represents net income before (i) interest and investment income, net, other income, net, interest expense, income tax expenses and share of results of equity investees, (ii) certain non-cash expenses, consisting of share-based compensation expense, amortization of intangible assets and impairment of goodwill, and (iii) settlement of a U.S. federal class action lawsuit, which are not reflective of the Company’s core operating performance.

(iii)

Adjusted EBITA margin represents Adjusted EBITA divided by revenue.

Details of the Company’s revenue by segment are set out in Note 5. As substantially all of the Company’s long-lived assets are located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical information is presented.

v3.19.3
Property and equipment, net
12 Months Ended
Mar. 31, 2019
Property and equipment, net  
Property and equipment, net

14.Property and equipment, net

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Buildings and property improvements

 

45,909

 

61,940

Computer equipment and software

 

33,852

 

53,187

Construction in progress

 

5,110

 

6,959

Furniture, office and transportation equipment

 

2,057

 

3,889

 

 

86,928

 

125,975

Less: accumulated depreciation and amortization

 

(20,439)

 

(33,945)

Net book value

 

66,489

 

92,030

 

Depreciation and amortization expenses recognized for the years ended March 31, 2017, 2018 and 2019 were RMB5,177 million, RMB8,654 million and RMB14,818 million, respectively.

v3.19.3
Accrued expenses, accounts payable and other liabilities
12 Months Ended
Mar. 31, 2019
Accrued expenses, accounts payable and other liabilities  
Accrued expenses, accounts payable and other liabilities

18.Accrued expenses, accounts payable and other liabilities

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Current:

 

 

 

 

Payables and accruals for cost of revenue and sales and marketing expenses

 

40,363

 

51,958

Accrued bonus and staff costs, including sales commission

 

11,212

 

14,034

Payable to merchants and third party marketing affiliates

 

6,584

 

12,554

Other deposits and advances received

 

6,271

 

10,447

Payables and accruals for purchases of property and equipment

 

6,095

 

5,548

Amounts due to related companies (i)

 

1,996

 

4,570

Other taxes payable (ii)

 

2,382

 

3,448

Contingent and deferred consideration in relation to investments and acquisitions

 

807

 

3,301

Accrued professional services and administrative expenses

 

1,371

 

2,361

Accrued donations

 

1,215

 

1,738

Accrual for interest expense

 

885

 

924

Others (iii)

 

1,984

 

6,828

 

 

81,165

 

117,711

Non-current:

 

 

 

 

Contingent and deferred consideration  in relation to investments and acquisitions

 

408

 

3,872

Others

 

1,637

 

2,315

 

 

2,045

 

6,187

 

(i)

Amounts due to related companies primarily represent balances arising from the transactions with Ant Financial and its subsidiaries (Note 21). The balances are unsecured, interest free and repayable within the next twelve months.

(ii)

Other taxes payable represent business tax, VAT and related surcharges and PRC individual income tax of employees withheld by the Company.

(iii)

Other current liabilities as of March 31, 2019 include a settlement provision of US$250 million (RMB1,679 million) for a U.S. federal class action lawsuit that has been pending since January 2015 (Note 24(g)).

v3.19.3
Intangible assets, net (Tables)
12 Months Ended
Mar. 31, 2019
Intangible assets, net  
Schedule of intangible assets, net

 

 

 

 

 

 

 

 

As of March 31, 

 

    

2018

    

2019

 

 

(in millions of RMB)

User base and customer relationships

 

13,510

 

47,913

Trade names, trademarks and domain names

 

14,198

 

22,592

Non-compete agreements (i)

 

7,820

 

12,528

Developed technology and patents

 

5,463

 

9,510

Licensed copyrights (Note 2(y))

 

9,182

 

9,225

Others

 

225

 

1,358

 

 

50,398

 

103,126

Less: accumulated amortization and impairment

 

(22,933)

 

(34,850)

Net book value

 

27,465

 

68,276

 

(i)In April 2017, the Company entered into a non-compete agreement with a former management member of Youku (Note 4(h)), with a fair value of RMB2,528 million. As of March 31, 2019, the remaining amortization period of the non-compete agreement is one year.

Schedule of estimated future aggregate amortization expenses

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

For the year ending March 31,

 

 

2020

 

14,418

2021

 

11,362

2022

 

8,779

2023

 

7,793

2024

 

7,378

Thereafter

 

18,546

 

 

68,276

 

v3.19.3
Investment securities and fair value disclosure (Tables)
12 Months Ended
Mar. 31, 2019
Investment securities and fair value disclosure  
Schedule of investment securities at cost and at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

    

 

    

Gross

    

Gross

    

Provision

    

 

 

 

Original

 

unrealized

 

unrealized

 

for decline

 

Carrying

 

    

cost

    

gains

    

losses

    

in value

    

value

 

 

(in millions of RMB)

Equity securities:

 

 

 

 

 

 

 

 

 

 

Listed equity securities

 

20,303

 

10,990

 

(1,587)

 

(983)

 

28,723

Equity securities accounted for under the fair value option

 

498

 

67

 

 —

 

 —

 

565

Debt investments (i)

 

13,898

 

 —

 

 —

 

(179)

 

13,719

 

 

34,699

 

11,057

 

(1,587)

 

(1,162)

 

43,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019

 

    

 

    

Gross

    

Gross

    

Provision

    

 

 

 

Original

 

unrealized

 

unrealized

 

for decline

 

Carrying

 

    

cost

    

gains

    

losses

    

in value

    

value

 

 

(in millions of RMB)

Equity securities:

 

 

 

 

 

 

 

 

 

 

Listed equity securities

 

57,121

 

15,968

 

(11,887)

 

 —

 

61,202

Investments in privately held companies (ii)

 

81,894

 

14,107

 

(78)

 

(13,250)

 

82,673

Debt investments (i)

 

23,843

 

44

 

(20)

 

(725)

 

23,142

 

 

162,858

 

30,119

 

(11,985)

 

(13,975)

 

167,017

 

(i)

Debt investments include convertible bonds accounted for under the fair value option, for which the fair value as of March 31, 2018 and 2019 were RMB1,256 million and RMB2,742 million, respectively. Unrealized gains recorded on these convertible bonds in the consolidated income statements were nil and RMB44 million during the years ended March 31, 2018 and 2019, respectively. Debt investments also include investments in certain wealth management products amounting to RMB6.9 billion as of March 31, 2018 and 2019. These investments were pledged to a financial institution in the PRC to secure a financing provided by this financial institution amounting to RMB6.9 billion to one of the Company’s founders and an equity holder in certain of the Company’s variable interest entities, to support his minority investment through a PRC limited partnership in Wasu Media Holding Co., Ltd., a company listed on the Shenzhen Stock Exchange.

(ii)

Upon the adoption of ASU 2016-01, certain investments in privately held companies that were previously accounted for under the cost method with a carrying value of RMB59,942 million as of March 31, 2018 were reclassified into investment securities as of April 1, 2018.

Schedule of equity securities, a summary of gains and losses, including impairment losses, recognized in interest and investment income, net

 

 

 

 

 

 

 

 

    

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Net unrealized gains recognized during the period for equity securities still held as of the end of the period

 

 —

 

11

 

598

Net gains recognized during the period from disposals of equity securities during the period

 

5,601

 

1

 

5,120

Net gains recognized during the period on equity securities

 

5,601

 

12

 

5,718

 

Table of assets and liabilities that are measured at fair value on a recurring basis and categorized using the fair value hierarchy

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

(in millions of RMB)

Assets

 

 

 

 

 

 

 

 

Short-term investments

 

6,086

 

 —

 

 —

 

6,086

Restricted cash and escrow receivables

 

3,417

 

 —

 

 —

 

3,417

Listed equity securities

 

28,723

 

 —

 

 —

 

28,723

Equity securities accounted for under the fair value option

 

 —

 

 —

 

565

 

565

Convertible bonds accounted for under the fair value option

 

 —

 

 —

 

1,256

 

1,256

Interest rate swap contracts

 

 —

 

542

 

 —

 

542

 

 

38,226

 

542

 

1,821

 

40,589

Liabilities

 

 

 

 

 

 

 

 

Contingent consideration in relation to investments and acquisitions

 

 —

 

 —

 

120

 

120

 

 

 —

 

 —

 

120

 

120

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

(in millions of RMB)

Assets

 

 

 

 

 

 

 

 

Short-term investments

 

3,262

 

 —

 

 —

 

3,262

Restricted cash and escrow receivables

 

8,518

 

 —

 

 —

 

8,518

Listed equity securities

 

61,202

 

 —

 

 —

 

61,202

Convertible bonds accounted for under the fair value option

 

244

 

 —

 

2,498

 

2,742

Interest rate swap contracts

 

 —

 

331

 

 —

 

331

Others

 

604

 

1,444

 

1,159

 

3,207

 

 

73,830

 

1,775

 

3,657

 

79,262

Liabilities

 

 

 

 

 

 

 

 

Contingent consideration in relation to investments and acquisitions

 

 —

 

 —

 

5,122

 

5,122

 

 

 —

 

 —

 

5,122

 

5,122

 

Schedule of rolling forward of convertible bonds categorized within Level 3 under the fair value hierarchy

 

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Balance as of April 1, 2017

 

 —

Additions

 

1,264

Foreign currency translation adjustments

 

(8)

Balance as of March 31, 2018

 

1,256

Additions

 

1,153

Foreign currency translation adjustments

 

89

Balance as of March 31, 2019

 

2,498

 

Schedule of rolling forward of contingent consideration in relation to investments and acquisitions categorized within Level 3 under the fair value hierarchy

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Balance as of April 1, 2017

 

921

Payment

 

(770)

Net decrease in fair value

 

(17)

Foreign currency translation adjustments

 

(14)

Balance as of March 31, 2018

 

120

Additions (i)

 

4,790

Net decrease in fair value

 

(45)

Foreign currency translation adjustments

 

257

Balance as of March 31, 2019

 

5,122

 

(i)

Additions during the year ended March 31, 2019 were related to the acquisition of Ele.me (Note 4(c)).

v3.19.3
Related party transactions- Transactions with related parties (Details)
$ / shares in Units, ¥ in Millions, $ in Billions
1 Months Ended 6 Months Ended 7 Months Ended 12 Months Ended 24 Months Ended
Jun. 30, 2016
USD ($)
$ / shares
shares
Mar. 31, 2018
CNY (¥)
Oct. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Dec. 31, 2014
Dec. 31, 2017
Related party transactions                
Aggregate consideration of the ordinary shares repurchased       ¥ 10,872   ¥ 13,182    
Profit Share Payments                
Related party transactions                
Amounts earned by the Company       517 ¥ 3,444 2,086    
Alipay | Payment processing fee                
Related party transactions                
Expenses incurred       8,252 6,295 5,487    
Ant Financial | Reimbursement of the costs incurred for software technology services                
Related party transactions                
Amounts earned by the Company       106 37 245    
Ant Financial | Profit Share Payments                
Related party transactions                
Amounts earned by the Company       517 3,444 2,086    
Additional fee, as a percentage of pre-tax income             37.50%  
Ant Financial | Administrative and support services                
Related party transactions                
Amounts earned by the Company       1,017 676 531    
Ant Financial and its affiliates                
Related party transactions                
Amounts earned by the Company       4,738 6,584 4,281    
Expenses incurred       9,580 8,189 6,439    
Ant Financial and its affiliates | SME Annual Fee                
Related party transactions                
Amounts earned by the Company       954 956 847    
Annual fee as a percentage of the average daily balance (as a percent)               2.50%
Ant Financial and its affiliates | Commission on transactions                
Related party transactions                
Amounts earned by the Company       591 497 409    
Ant Financial and its affiliates | Cloud computing revenue                
Related party transactions                
Amounts earned by the Company       761 482 264    
Ant Financial and its affiliates | Other amounts earned                
Related party transactions                
Amounts earned by the Company       898 529 144    
Expenses incurred       1,328 1,894 952    
Cainiao Network | Commercial arrangements to receive certain logistics services                
Related party transactions                
Expenses incurred     ¥ 3,437     4,444    
Cainiao Network | Cost sharing and other services arrangements for administrative services and cloud computing services                
Related party transactions                
Amounts earned by the Company     ¥ 123     152    
Weibo | Other commercial arrangements to provide cloud computing services | Revenue                
Related party transactions                
Amounts earned by the Company       304 223 105    
Weibo | Strategic collaboration agreement, marketing cooperation agreement and and other commercial arrangements | Cost of revenue and sales and marketing expenses                
Related party transactions                
Expenses incurred       ¥ 624 ¥ 615 ¥ 340    
Related parties who provide and receive certain services | Other related party transactions relating to services provided and received | Maximum                
Related party transactions                
Percentage of total revenue that are from related parties       1.00% 1.00% 1.00%    
Percentage of total costs and expenses that are from related parties       1.00% 1.00% 1.00%    
Certain other investees of the Company | Logistics services | Cainiao Network                
Related party transactions                
Amounts earned by the Company   ¥ 72   ¥ 261        
Expenses incurred   ¥ 5,608   12,933        
Certain other investees of the Company | Loans                
Related party transactions                
Amount of outstanding loans       ¥ 2,543        
Certain other investees of the Company | Loans | Minimum                
Related party transactions                
Loans maturity period (in years)       1 month        
Certain other investees of the Company | Loans | Maximum                
Related party transactions                
Loans maturity period (in years)       10 years        
Interest rate (as a percent)       10.00%        
SoftBank | Share purchase agreement                
Related party transactions                
Aggregate consideration of the ordinary shares repurchased | $ $ 2.0              
SoftBank | Share purchase agreement | Before the Share Subdivision                
Related party transactions                
Ordinary shares repurchased (in shares) | shares 27,027,027              
Share price | $ / shares $ 74.00              
v3.19.3
Intangible assets, net - Amortization (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Intangible assets, net      
2020   ¥ 14,418  
2021   11,362  
2022   8,779  
2023   7,793  
2024   7,378  
Thereafter   18,546  
Net book value $ 10,173 ¥ 68,276 ¥ 27,465
v3.19.3
Bank borrowings- General (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
May 31, 2019
Apr. 30, 2017
USD ($)
Mar. 31, 2019
USD ($)
item
Mar. 31, 2018
USD ($)
item
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Bank borrowings            
Short-term borrowings     $ 1,096   ¥ 7,356 ¥ 6,028
Long-term borrowings     $ 5,279   35,427 34,153
Bank borrowings            
Bank borrowings            
Long-term borrowings         35,427 34,153
Collateral amount pledged         18,314 20,927
Short-term other borrowings | Bank loans            
Bank borrowings            
Short-term borrowings         ¥ 7,356 ¥ 6,028
Weighted average interest rate for the year     4.10%      
Short-term other borrowings | Bank loans | Minimum            
Bank borrowings            
Interest rates     2.90% 2.20% 2.90% 2.20%
Short-term other borrowings | Bank loans | Maximum            
Bank borrowings            
Interest rates     19.00% 6.10% 19.00% 6.10%
US$4.0 billion syndicated loan denominated in US$ | Bank loans            
Bank borrowings            
Long-term borrowings         ¥ 26,780 ¥ 24,957
Maturity term     5 years 5 years    
Principal amount | $     $ 4,000 $ 4,000    
Number of lead arrangers | item     8 8    
US$4.0 billion syndicated loan denominated in US$ | Bank loans | LIBOR            
Bank borrowings            
Spread over variable rate     1.10% 1.10%    
US$4.0 billion syndicated loan denominated in US$ | Bank loans | LIBOR | Subsequent event            
Bank borrowings            
Spread over variable rate 0.85%          
Long-term other borrowings | Bank loans            
Bank borrowings            
Long-term borrowings         ¥ 8,647 ¥ 9,196
Weighted average interest rate for the year     4.60% 4.50%    
US$5.15 billion revolving credit facility agreement | Bank facility            
Bank borrowings            
Amount of loan facility | $   $ 5,150        
US$5.15 billion revolving credit facility agreement | Bank facility | LIBOR            
Bank borrowings            
Spread over variable rate   0.95%        
v3.19.3
Investment securities and fair value disclosure - Equity securities summary (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Apr. 01, 2018
Net unrealized gains recognized during the period for equity securities still held as of the end of the period ¥ 598 ¥ 11    
Net gains recognized during the period from disposals of equity securities during the period 5,120 1 ¥ 5,601  
Net gains recognized during the period on equity securities 5,718 12 5,601  
Net unrealized gains on marketable equity securities recorded in accumulated other comprehensive income   9,403    
Aggregate fair values of investment securities in continuous unrealized losses position   7,636    
Equity securities accounted for using cost method   59,942 35,404  
Upward adjustments 15,474      
Impairments and downward adjustments 10,404      
Investments in privately held companies recorded using measurement alternative 81,514      
Realized gains or losses on disposal of debt investments 0 0 0  
Impairment losses on debt investments ¥ 546 6 ¥ 173  
Retained earnings        
Reclassification   8,196    
ASU 2016-01 | Adjustment        
Equity securities accounted for using cost method   ¥ (59,942)   ¥ (59,942)
Investment securities       59,942
ASU 2016-01 | Adjustment | Accumulated other comprehensive income (loss)        
Reclassification       (8,196)
ASU 2016-01 | Adjustment | Retained earnings        
Reclassification       ¥ 8,196
v3.19.3
Summary of significant accounting policies- Long-lived assets (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Summary of significant accounting policies        
Land use rights, net   ¥ 6,419 ¥ 9,377  
Amortization expenses $ 1,599 ¥ 10,727 7,120 ¥ 5,122
Minimum        
Summary of significant accounting policies        
Period of land use rights 30 years 30 years    
Terms for movies and television serial dramas 6 months 6 months    
Maximum        
Summary of significant accounting policies        
Period of land use rights 50 years 50 years    
Terms for movies and television serial dramas 10 years 10 years    
User base and customer relationships | Minimum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 1 year 1 year    
User base and customer relationships | Maximum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 16 years 16 years    
Trade names, trademarks and domain names | Minimum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 3 years 3 years    
Trade names, trademarks and domain names | Maximum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 20 years 20 years    
Developed technology and patents | Minimum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 2 years 2 years    
Developed technology and patents | Maximum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 5 years 5 years    
Licenses and copyrights | Cost of revenue | Digital media and entertainment        
Summary of significant accounting policies        
Amortization expenses   ¥ 11,391 6,111 3,886
Impairment charges   ¥ 2,843 801 ¥ 857
Non-compete agreements | Maximum        
Summary of significant accounting policies        
Estimated useful lives of intangible assets 6 years 6 years    
Adjustment | Land use rights        
Summary of significant accounting policies        
Land use rights, net     (9,377)  
Adjustment | Prepayments, receivables and other assets        
Summary of significant accounting policies        
Land use rights, net     ¥ 9,377  
Computer equipment and software | Minimum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 3 years 3 years    
Computer equipment and software | Maximum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 5 years 5 years    
Furniture, office and transportation equipment | Minimum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 3 years 3 years    
Furniture, office and transportation equipment | Maximum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 10 years 10 years    
Buildings | Minimum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 20 years 20 years    
Buildings | Maximum        
Summary of significant accounting policies        
Estimated useful lives of property and equipment 50 years 50 years    
v3.19.3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME        
Net income $ 11,955 ¥ 80,234 ¥ 61,412 ¥ 41,226
Foreign currency translation:        
Change in unrealized (losses) gains 159 1,068 (805) (2,191)
Reclassification adjustment for losses recorded in net income       44
Net change 159 1,068 (805) (2,147)
Available-for-sale securities:        
Change in unrealized gains     769 8,911
Reclassification adjustment for (gains) losses recorded in net income     57 (5,764)
Tax effect     385 (1,042)
Net change     1,211 2,105
Share of other comprehensive income of equity method investees:        
Change in unrealized gains (losses) 87 582 (930) 780
Interest rate swaps under hedge accounting and others:        
Change in unrealized gains (losses) (44) (295) 143 433
Forward exchange contracts under hedge accounting:        
Change in unrealized gains (losses)     (85) 169
Other comprehensive income (loss) 202 1,355 (466) 1,340
Total comprehensive income 12,157 81,589 60,946 42,566
Total comprehensive loss attributable to noncontrolling interests 989 6,637 2,215 389
Total comprehensive income attributable to ordinary shareholders $ 13,146 ¥ 88,226 ¥ 63,161 ¥ 42,955
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Alibaba Pictures (Details)
¥ in Millions, $ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Mar. 31, 2019
HKD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2016
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Feb. 28, 2019
Acquisition                  
Impairment charges relating to the equity method investments     ¥ 493 ¥ 18,153 ¥ 245        
Cash consideration     48,206 17,300 41,836        
The allocation of the purchase price at the date of acquisition                  
Goodwill       162,149 125,420   $ 39,477 ¥ 264,935  
Total purchase price is comprised of:                  
- cash consideration     ¥ 48,206 17,300 ¥ 41,836        
User base and customer relationships | Maximum                  
Total purchase price is comprised of:                  
Estimated amortization periods     16 years            
Developed technology and patents | Maximum                  
Total purchase price is comprised of:                  
Estimated amortization periods     5 years            
Trade names, trademarks and domain names | Maximum                  
Total purchase price is comprised of:                  
Estimated amortization periods     20 years            
Alibaba Pictures                  
Acquisition                  
Cash consideration $ 1,250 ¥ 1,069              
Equity interest in consolidated subsidiary (as a percent)             51.00% 51.00%  
The allocation of the purchase price at the date of acquisition                  
Net assets acquired               ¥ 11,032  
Goodwill               20,052  
Deferred tax liabilities               (844)  
Noncontrolling interests               (16,899)  
Total               17,298  
Total purchase price is comprised of:                  
- cash consideration $ 1,250 1,069              
- fair value of previously held equity interests   16,229              
Total   ¥ 17,298              
Cash, cash equivalents and short-term investments               4,444  
Investment securities               4,365  
Weighted average amortization period 11 years 3 months 18 days 11 years 3 months 18 days              
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition     ¥ 5,825            
Alibaba Pictures | Maximum                  
Total purchase price is comprised of:                  
Estimated amortization periods 15 years 15 years              
Alibaba Pictures | User base and customer relationships                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets               2,269  
Alibaba Pictures | License                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets               934  
Alibaba Pictures | Developed technology and patents                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets               533  
Alibaba Pictures | Trade names, trademarks and domain names                  
The allocation of the purchase price at the date of acquisition                  
Amortizable intangible assets               ¥ 221  
Alibaba Pictures                  
Acquisition                  
Deconsolidation gain arising from the revaluation of the Company's remaining equity interest           ¥ 24,734      
Impairment charges relating to the equity method investments       ¥ 18,116          
Equity interest (as a percent)                 49.00%
v3.19.3
Prepayments, receivables and other assets (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Current:      
Accounts receivable, net of allowance   ¥ 13,771 ¥ 7,284
Inventories   8,534 4,535
Amounts due from related companies   7,445 8,080
VAT receivables, net of allowance   7,347 8,915
Prepaid cost of revenue, sales and marketing and other expenses   7,049 4,283
Advances to / receivables from customers, merchants and others   4,689 3,700
Deferred direct selling costs   1,990 1,643
Licensed copyrights (Note 2(y))   1,126 964
Interest receivables   867 672
Loan receivables, net   490 419
Others   5,282 2,733
Total Current $ 8,730 58,590 43,228
Non-current:      
Prepayment for acquisition of property and equipment   7,643 5,933
Film costs and prepayment for licensed copyrights and others   7,205 5,614
Land use rights, net   6,419 9,377
Deferred tax assets   2,533 2,182
Fair value of interest rate swap contracts   331 542
Deferred direct selling costs   281 188
Others   3,606 2,438
Total Non-current $ 4,175 ¥ 28,018 26,274
Adjustment | Land use rights      
Non-current:      
Land use rights, net     (9,377)
Adjustment | Prepayments, receivables and other assets      
Non-current:      
Land use rights, net     ¥ 9,377
v3.19.3
CONSOLIDATED STATEMENTS OF CASH FLOWS
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Cash flows from operating activities:        
Net income $ 11,955 ¥ 80,234 ¥ 61,412 ¥ 41,226
Adjustments to reconcile net income to net cash provided by operating activities:        
Revaluation gain on previously held equity interest (4,498) (30,187) (24,436) (770)
Gain on disposals of equity investees (6) (42) (2,971) (536)
Realized and unrealized gain related to investment securities (2,396) (16,082) (70) (5,488)
Change in fair value of other assets and liabilities (212) (1,422) 1,415 (759)
Loss (Gain) on disposals of subsidiaries   4 (14) 35
Depreciation and amortization of property and equipment and land use rights 2,229 14,962 8,789 5,284
Amortization of intangible assets and licensed copyrights 3,295 22,118 13,231 9,008
Tax benefits from share-based awards       (1,369)
Share-based compensation expense 5,586 37,491 20,075 15,995
Impairment of cost method investees and investment securities 1,619 10,867 1,816 2,298
Impairment of goodwill and licensed copyrights 424 2,843 1,295 857
Loss (Gain) on disposals of property and equipment 8 55 (95) 34
Amortization of restructuring reserve 39 264 264 264
Share of results of equity investees (84) (566) 20,792 5,027
Deferred income taxes (327) (2,197) 976 281
Allowance for doubtful accounts 57 383 601 1,680
Changes in assets and liabilities, net of effects of acquisitions and disposals:        
Prepayments, receivables and other assets (1,517) (10,185) (14,765) (8,237)
Income tax payable 456 3,060 6,610 4,698
Escrow money payable 774 5,197 643 2,528
Accrued expenses, accounts payable and other liabilities 3,629 24,355 23,158 5,312
Merchant deposits 177 1,184 1,389 875
Deferred revenue and customer advances 1,288 8,639 5,690 4,611
Net cash provided by operating activities 22,496 150,975 125,805 82,854
Cash flows from investing activities:        
Decrease (Increase) in short-term investments, net 1,196 8,028 (730) 5,761
Decrease in trading securities, net       468
Payments for settlement of forward exchange contracts (3) (15) (582) (256)
Acquisitions of investment securities (10,799) (72,472) (11,872) (4,677)
Disposals of investment securities 1,499 10,057 7,223 4,354
Acquisitions of equity investees (1,767) (11,860) (53,742) (39,429)
Disposals of equity investees 42 282 6,185 4,941
Acquisitions of:        
Land use rights and construction in progress relating to office campus (468) (3,146) (4,027) (5,326)
Other property and equipment (4,818) (32,336) (15,601) (5,680)
Licensed copyrights and other intangible assets (2,110) (14,161) (10,208) (6,540)
Cash paid for business combinations, net of cash acquired (5,280) (35,434) (515) (33,448)
Deconsolidation and disposal of subsidiaries, net of cash proceeds (2) (10) (27) 250
Loans to employees, net of repayments 1 7 132 3
Net cash used in investing activities (22,509) (151,060) (83,764) (79,579)
Cash flows from financing activities:        
Issuance of ordinary shares 53 354 399 14,607
Repurchase of ordinary shares (1,620) (10,872)   (13,182)
Acquisition of additional equity interests in non-wholly owned subsidiaries (167) (1,123) (13,627)  
Payment for settlement of contingent consideration     (770)  
Subscription of rights for Partner Capital Investment Plan       87
Dividends paid by non-wholly owned subsidiaries to noncontrolling interests (34) (226) (112) (163)
Capital injection from noncontrolling interests 1,297 8,706 1,124 1,543
Tax benefits from share-based awards       689
Proceeds from bank borrowings and other borrowings 1,806 12,116 26,824 96,677
Repayment of bank borrowings (2,436) (16,347) (30,414) (67,344)
Proceeds from unsecured senior notes     45,817  
Repayment of unsecured senior notes     (8,602)  
Upfront fee payment for a revolving credit facility     (280)  
Net cash provided by (used in) financing activities (1,101) (7,392) 20,359 32,914
Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 484 3,245 (6,065) 2,038
Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables (630) (4,232) 56,335 38,227
Cash and cash equivalents, restricted cash and escrow receivables at beginning of year 30,207 202,726 146,391 108,164
Cash and cash equivalents, restricted cash and escrow receivables at end of year 29,577 198,494 202,726 146,391
Supplemental disclosures of cash flow information:        
Payment of income taxes   15,713 10,058 9,652
Payment of interest   4,972 2,884 2,465
Business combinations:        
Cash paid for business combinations   (48,206) (17,300) (41,836)
Cash acquired in business combinations   12,772 16,785 8,388
Cash paid for business combinations, net of cash acquired $ (5,280) ¥ (35,434) ¥ (515) ¥ (33,448)
v3.19.3
Property and equipment, net (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Property and Equipment, Net          
Gross   ¥ 86,928     ¥ 125,975
Less: accumulated depreciation and amortization   (20,439)     (33,945)
Net book value   66,489   $ 13,713 92,030
Depreciation and Amortization          
Depreciation and amortization expenses ¥ 14,818 8,654 ¥ 5,177    
Buildings and property improvements          
Property and Equipment, Net          
Gross   45,909     61,940
Computer equipment and software          
Property and Equipment, Net          
Gross   33,852     53,187
Construction in progress          
Property and Equipment, Net          
Gross   5,110     6,959
Furniture, office and transportation equipment          
Property and Equipment, Net          
Gross   ¥ 2,057     ¥ 3,889
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Cainiao Network (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Oct. 31, 2017
USD ($)
Oct. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Sep. 30, 2017
Acquisition                
Cash consideration     ¥ 48,206 ¥ 17,300 ¥ 41,836      
The allocation of the purchase price at the date of acquisition                
Goodwill       162,149 125,420 $ 39,477 ¥ 264,935  
Total purchase price is comprised of:                
- cash consideration     ¥ 48,206 17,300 ¥ 41,836      
User base and customer relationships | Maximum                
Total purchase price is comprised of:                
Estimated amortization periods     16 years          
Trade names, trademarks and domain names | Maximum                
Total purchase price is comprised of:                
Estimated amortization periods     20 years          
Developed technology and patents | Maximum                
Total purchase price is comprised of:                
Estimated amortization periods     5 years          
Cainiao Network                
Acquisition                
Cash consideration $ 803 ¥ 5,322            
Equity interest in consolidated subsidiary (as a percent)   51.00%            
The allocation of the purchase price at the date of acquisition                
Net assets acquired   ¥ 23,937            
Goodwill   32,418            
Deferred tax assets   920            
Deferred tax liabilities   (5,197)            
Noncontrolling interests   (33,189)            
Total   33,657            
Total purchase price is comprised of:                
- cash consideration $ 803 5,322            
- fair value of previously held equity interests   28,335            
Total   33,657            
Property and equipment   15,144            
Bank borrowings   ¥ 5,288            
Estimated amortization periods 16 years 16 years            
Weighted average amortization period 14 years 3 months 18 days 14 years 3 months 18 days            
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition       ¥ 22,442        
Cainiao Network | User base and customer relationships                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets   ¥ 9,344            
Cainiao Network | Trade names, trademarks and domain names                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets   4,965            
Cainiao Network | Developed technology and patents                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets   ¥ 459            
Cainiao Network                
Acquisition                
Equity interest (as a percent)               47.00%
v3.19.3
Intangible assets, net
12 Months Ended
Mar. 31, 2019
Intangible assets, net  
Intangible assets, net

15.Intangible assets, net

 

 

 

 

 

 

 

 

As of March 31, 

 

    

2018

    

2019

 

 

(in millions of RMB)

User base and customer relationships

 

13,510

 

47,913

Trade names, trademarks and domain names

 

14,198

 

22,592

Non-compete agreements (i)

 

7,820

 

12,528

Developed technology and patents

 

5,463

 

9,510

Licensed copyrights (Note 2(y))

 

9,182

 

9,225

Others

 

225

 

1,358

 

 

50,398

 

103,126

Less: accumulated amortization and impairment

 

(22,933)

 

(34,850)

Net book value

 

27,465

 

68,276

 

(i)In April 2017, the Company entered into a non-compete agreement with a former management member of Youku (Note 4(h)), with a fair value of RMB2,528 million. As of March 31, 2019, the remaining amortization period of the non-compete agreement is one year.

The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows:

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

For the year ending March 31,

 

 

2020

 

14,418

2021

 

11,362

2022

 

8,779

2023

 

7,793

2024

 

7,378

Thereafter

 

18,546

 

 

68,276

 

v3.19.3
Bank borrowings
12 Months Ended
Mar. 31, 2019
Bank borrowings  
Bank borrowings  
Bank borrowings

19.Bank borrowings

Bank borrowings are analyzed as follows:

 

 

 

 

 

 

 

 

As of March 31

 

    

2018

    

2019

 

 

(in millions of RMB)

Current portion:

 

 

 

 

Short-term other borrowings (i)

 

6,028

 

7,356

 

 

 

 

 

Non-current portion:

 

 

 

 

US$4.0 billion syndicated loan denominated in US$ (ii)

 

24,957

 

26,780

Long-term other borrowings (iii)

 

9,196

 

8,647

 

 

34,153

 

35,427

 

(i)

As of March 31, 2018 and 2019, the Company had short-term borrowings from banks which were repayable within one year or on demand and charged interest rates ranging from 2.2% to 6.1% and 2.9% to 19.0% per annum, respectively. As of March 31, 2019, the weighted average interest rate of these borrowings was 4.1% per annum. The borrowings are primarily denominated in RMB or US$.

(ii)

As of March 31, 2018 and 2019, the Company had a five-year US$4.0 billion syndicated loan, which was entered into with a group of eight lead arrangers. The loan has a five-year bullet maturity and is priced at 110 basis points over LIBOR. The related floating interest payments are hedged by certain interest rate swap contracts entered into by the Company. The proceeds of the loan were used for general corporate and working capital purposes (including acquisitions). In May 2019, the loan terms were modified such that the interest rate of the loan was reduced to 85 basis points over LIBOR and the maturity of the loan was extended to May 2024.

(iii)

As of March 31, 2018 and 2019, the Company had long-term borrowings from banks with weighted average interest rates of approximately 4.5% and 4.6% per annum, respectively. The borrowings are all denominated in RMB.

Certain other bank borrowings are collateralized by a pledge of certain bank deposits, buildings and property improvements, construction in progress and land use rights in the PRC with carrying values of RMB20,927 million and RMB18,314 million, as of March 31, 2018 and 2019, respectively. As of March 31, 2019, the Company is in compliance with all covenants in relation to bank borrowings.

In April 2017, the Company obtained a new revolving credit facility provided by certain financial institutions for an amount of US$5.15 billion, which has not yet been drawn down. The interest rate on any outstanding utilized amount under this new credit facility is calculated based on LIBOR plus 95 basis points. This facility is reserved for general corporate and working capital purposes (including acquisitions).

As of March 31, 2019, the borrowings will be due according to the following schedule:

 

 

 

 

 

    

Principal amounts

 

    

(in millions of RMB)

Within 1 year

 

7,358

Between 1 to 2 years

 

841

Between 2 to 3 years

 

27,986

Between 3 to 4 years

 

577

Between 4 to 5 years

 

559

Beyond 5 years

 

5,576

 

 

42,897

 

v3.19.3
Goodwill (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Changes in goodwill        
Goodwill at the beginning of period   ¥ 162,149 ¥ 125,420  
Additions   102,618 37,793  
Impairment   0 (494) ¥ 0
Foreign currency translation adjustments   168 (570)  
Goodwill at the end of period $ 39,477 264,935 162,149 125,420
Goodwill, Impaired, Accumulated Impairment Loss        
Gross goodwill   268,879 166,093  
Accumulated impairment losses of goodwill   3,944 3,944  
Impairment losses on goodwill   0 494 0
Core commerce        
Changes in goodwill        
Goodwill at the beginning of period   116,798 79,855  
Additions   80,760 37,458  
Foreign currency translation adjustments   157 (515)  
Goodwill at the end of period   197,715 116,798 79,855
Cloud computing        
Changes in goodwill        
Goodwill at the beginning of period   368 368  
Additions   1,118    
Foreign currency translation adjustments   (25)    
Goodwill at the end of period   1,461 368 368
Digital media and entertainment        
Changes in goodwill        
Goodwill at the beginning of period   40,307 40,521  
Additions   20,165 335  
Impairment     (494)  
Foreign currency translation adjustments   36 (55)  
Goodwill at the end of period   60,508 40,307 40,521
Goodwill, Impaired, Accumulated Impairment Loss        
Impairment losses on goodwill     494  
Innovation initiatives and others        
Changes in goodwill        
Goodwill at the beginning of period   4,676 4,676  
Additions   575    
Goodwill at the end of period   ¥ 5,251 ¥ 4,676 ¥ 4,676
v3.19.3
Bank borrowings- Maturity schedule (Details) - Bank borrowings
¥ in Millions
Mar. 31, 2019
CNY (¥)
Long-term Debt, Fiscal Year Maturity [Abstract]  
Within 1 year ¥ 7,358
Between 1 to 2 years 841
Between 2 to 3 years 27,986
Between 3 to 4 years 577
Between 4 to 5 years 559
Beyond 5 years 5,576
Total principal amount ¥ 42,897
v3.19.3
Property and equipment, net (Tables)
12 Months Ended
Mar. 31, 2019
Property and equipment, net  
Schedule of property and equipment, net

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Buildings and property improvements

 

45,909

 

61,940

Computer equipment and software

 

33,852

 

53,187

Construction in progress

 

5,110

 

6,959

Furniture, office and transportation equipment

 

2,057

 

3,889

 

 

86,928

 

125,975

Less: accumulated depreciation and amortization

 

(20,439)

 

(33,945)

Net book value

 

66,489

 

92,030

 

v3.19.3
Restricted cash and escrow receivables (Tables)
12 Months Ended
Mar. 31, 2019
Restricted cash and escrow receivables  
Schedule of restricted cash and escrow receivables

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Money received or receivable on escrow services offered by AliExpress (i)

 

3,171

 

8,354

Others

 

246

 

164

 

 

3,417

 

8,518

 

(i)

The amount represents customer funds held by external payment networks outside the PRC relating to AliExpress with a corresponding liability recorded under escrow money payable.

v3.19.3
Restricted net assets (Details)
¥ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
Restricted net assets  
Percentage of net income from subsidiaries and consolidated VIEs incorporated in the PRC to be appropriated to the statutory reserve 10.00%
Limit of statutory reserve fund as a percentage of registered capital, after which allocations to statutory reserve fund are no longer required 50.00%
Restricted net assets ¥ 112,524
v3.19.3
Organization and principal activities
12 Months Ended
Mar. 31, 2019
Organization and principal activities  
Organization and principal activities

1.        Organization and principal activities

Alibaba Group Holding Limited (the “Company”) is a limited liability company, which was incorporated in the Cayman Islands on June 28, 1999. The Company is a holding company and conducts its businesses primarily through its subsidiaries. In these consolidated financial statements, where appropriate, the term “Company” also refers to its subsidiaries as a whole. The Company provides the technology infrastructure and marketing reach to help merchants, brands and other businesses to leverage the power of new technology to engage with their users and customers and operate in a more efficient way. Major shareholders of the Company include SoftBank Group Corp. (together with its subsidiaries, “SoftBank”) and Altaba Inc. (formerly known as Yahoo! Inc.) (“Altaba”).

The Company has four operating and reportable segments, namely core commerce, cloud computing, digital media and entertainment, and innovation initiatives and others.

The Company’s core commerce segment is mainly comprised of (i) the retail and wholesale commerce businesses, (ii) the logistics services business and (iii) the local consumer services business. Retail commerce businesses in the People’s Republic of China (the “PRC” or “China”) primarily include the mobile commerce destination (“Taobao Marketplace”) and the third-party online and mobile platform for brands and retailers (“Tmall”). Retail commerce businesses – cross-border and global include the e-commerce platform across Southeast Asia operated by Lazada (Note 4(i)), the global retail marketplace enabling consumers from around the world to buy directly from manufacturers and distributors primarily in China (“AliExpress”) and the import e-commerce platform that allows overseas brands and retailers to reach Chinese consumers (“Tmall Global”). Wholesale commerce businesses in China include the integrated domestic wholesale marketplace (“1688.com”). Wholesale commerce businesses – cross-border and global include the integrated international online wholesale marketplace (“Alibaba.com”). Logistics services business includes a logistics data platform and a nationwide fulfillment network through Cainiao Network (Note 4(f)). Local consumer services business includes the on-demand delivery and local services platform operated by Ele.me (Note 4(c)) and the restaurant and local services guide platform for in-store consumption operated by Koubei (Note 4(c)).

The Company’s cloud computing segment is comprised of Alibaba Cloud, which offers a complete suite of cloud services including elastic computing, database, storage, network virtualization services, large scale computing, security, management and application services, big data analytics, a machine learning platform and Internet of Things (“IoT”) services.

The Company’s digital media and entertainment segment leverages the Company’s deep data insights to serve the broader interests of consumers through two key distribution platforms, Youku (Note 4(h)) and UC Browser, and through Alibaba Pictures (Note 4(b)) and the Company’s other diverse content platforms that provide online videos, films, live events, news feeds, literature and music, among other areas.

The Company’s innovation initiatives and others segment includes businesses such as Amap (formerly AutoNavi), DingTalk, Tmall Genie and others.

The Company has a profit sharing interest in Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (together with its subsidiaries including Alipay.com Co., Ltd. (“Alipay”), “Ant Financial”) (Note 4(a)). Ant Financial is an unconsolidated related party that provides payment and financial services to consumers and merchants on the Company’s platforms.

v3.19.3
Intangible assets, net - General (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Apr. 30, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Intangible assets        
Gross carrying amount     ¥ 103,126 ¥ 50,398
Less: accumulated amortization and impairment     (34,850) (22,933)
Net book value   $ 10,173 68,276 27,465
User base and customer relationships        
Intangible assets        
Gross carrying amount     47,913 13,510
Trade names, trademarks and domain names        
Intangible assets        
Gross carrying amount     22,592 14,198
Non-compete agreements        
Intangible assets        
Gross carrying amount     12,528 7,820
Non-compete agreements | Youku        
Intangible assets        
Intangible assets acquired ¥ 2,528      
Remaining amortization period   1 year    
Developed technology and patents        
Intangible assets        
Gross carrying amount     9,510 5,463
Licensed copyrights        
Intangible assets        
Gross carrying amount     9,225 9,182
Others        
Intangible assets        
Gross carrying amount     ¥ 1,358 ¥ 225
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Intime (Details)
$ / shares in Units, ¥ in Millions, $ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Oct. 31, 2018
HKD ($)
Oct. 31, 2018
CNY (¥)
Feb. 28, 2018
HKD ($)
Feb. 28, 2018
CNY (¥)
May 31, 2017
HKD ($)
$ / shares
May 31, 2017
CNY (¥)
Jun. 30, 2016
CNY (¥)
$ / shares
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
May 31, 2016
The allocation of the purchase price at the date of acquisition                          
Goodwill                 ¥ 162,149 ¥ 125,420 $ 39,477 ¥ 264,935  
Total purchase price is comprised of:                          
- cash consideration               ¥ 48,206 17,300 ¥ 41,836      
Trade names, trademarks and domain names | Maximum                          
Total purchase price is comprised of:                          
Estimated amortization periods               20 years          
User base and customer relationships | Maximum                          
Total purchase price is comprised of:                          
Estimated amortization periods               16 years          
Developed technology and patents | Maximum                          
Total purchase price is comprised of:                          
Estimated amortization periods               5 years          
Intime                          
Acquisition                          
Equity interest held in subsidiary (as a percentage) 99.00% 99.00%       74.00%              
Intime                          
The allocation of the purchase price at the date of acquisition                          
Net assets acquired           ¥ 20,920              
Goodwill           4,757              
Deferred tax liabilities           (2,790)              
Noncontrolling interests           (6,301)              
Total           17,805              
Total purchase price is comprised of:                          
- cash consideration         $ 12,605 11,131              
- fair value of previously held equity interests           6,674              
Total           17,805              
Property and equipment           23,492              
Bank borrowings           ¥ 4,110              
Weighted average amortization period         10 years 1 month 6 days 10 years 1 month 6 days              
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition                 1,861        
Cash consideration for additional equity interest acquired $ 203 ¥ 180 $ 6,712 ¥ 5,428                  
Reduction in noncontrolling interest               ¥ 162 ¥ 5,854        
Intime | Maximum                          
Total purchase price is comprised of:                          
Estimated amortization periods         11 years 11 years              
Intime | Trade names, trademarks and domain names                          
The allocation of the purchase price at the date of acquisition                          
Amortizable intangible assets           ¥ 1,131              
Intime | User base and customer relationships                          
The allocation of the purchase price at the date of acquisition                          
Amortizable intangible assets           72              
Intime | Developed technology and patents                          
The allocation of the purchase price at the date of acquisition                          
Amortizable intangible assets           ¥ 16              
Intime                          
Acquisition                          
Equity interest (as a percent)                         9.90%
Conversion price (in HKD per share) | $ / shares             $ 7.13            
Percentage of equity interest upon conversion of convertible bond             28.00%            
Cost of equity interest             $ 4,758            
Allocated to net assets acquired             4,934            
Share price, cancellation (in HKD per share) | $ / shares         $ 10.00                
Intime | Amortizable intangible assets                          
Acquisition                          
Difference between equity method carrying amount and underlying equity in net assets             250            
Intime | Deferred tax liabilities                          
Acquisition                          
Difference between equity method carrying amount and underlying equity in net assets             $ 426            
v3.19.3
Investment securities and fair value disclosure - Fair value hierarchy (Details) - Recurring basis - CNY (¥)
¥ in Millions
Mar. 31, 2019
Mar. 31, 2018
Assets    
Short-term investments ¥ 3,262 ¥ 6,086
Restricted cash and escrow receivables 8,518 3,417
Listed equity securities 61,202 28,723
Equity securities accounted for under the fair value option   565
Convertible bond accounted for under the fair value option 2,742 1,256
Interest rate swaps 331 542
Others 3,207  
Assets 79,262 40,589
Liabilities    
Contingent consideration in relation to investments and acquisitions 5,122 120
Liabilities 5,122 120
Level 1    
Assets    
Short-term investments 3,262 6,086
Restricted cash and escrow receivables 8,518 3,417
Listed equity securities 61,202 28,723
Convertible bond accounted for under the fair value option 244  
Others 604  
Assets 73,830 38,226
Level 2    
Assets    
Interest rate swaps 331 542
Others 1,444  
Assets 1,775 542
Level 3    
Assets    
Equity securities accounted for under the fair value option   565
Convertible bond accounted for under the fair value option 2,498 1,256
Others 1,159  
Assets 3,657 1,821
Liabilities    
Contingent consideration in relation to investments and acquisitions 5,122 120
Liabilities ¥ 5,122 ¥ 120
v3.19.3
Summary of significant accounting policies- Others (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
shares
Mar. 31, 2019
CNY (¥)
shares
Mar. 31, 2018
CNY (¥)
shares
Mar. 31, 2017
CNY (¥)
Statutory reserves        
Percentage of after-tax profit from subsidiaries incorporated in the PRC required to be appropriated to the statutory reserves 10.00% 10.00%    
Limit of statutory reserve fund as a percentage of registered capital, after which allocations to statutory reserve fund are no longer required 50.00% 50.00%    
Reclassification of comparative figures        
Impact of the retrospective reclassification on cash flows from operating activities $ 22,496 ¥ 150,975 ¥ 125,805 ¥ 82,854
Impact of the retrospective reclassification on cash flows from investing activities (22,509) (151,060) (83,764) (79,579)
Impact of the retrospective reclassification on effect of exchange rate changes $ 484 3,245 (6,065) 2,038
ASU 2016-18 | Adjustment        
Reclassification of comparative figures        
Impact of the retrospective reclassification on cash flows from operating activities | ¥     634 2,528
Impact of the retrospective reclassification on cash flows from investing activities | ¥     126 (1,215)
Impact of the retrospective reclassification on effect of exchange rate changes | ¥     2 (4)
PRC        
Statutory reserves        
Appropriation to statutory reserves | ¥   ¥ 690 ¥ 298 ¥ 836
Minimum        
Derivatives and hedging        
Ratio determining effective hedging relationship 80.00% 80.00%    
Maximum        
Derivatives and hedging        
Ratio determining effective hedging relationship 125.00% 125.00%    
Share repurchase for purpose of certain equity investment plans for management        
Treasury shares        
Number of ordinary shares included in treasury shares account | shares 149,903,376 149,903,376 166,316,768  
Share repurchase for purpose of certain equity investment plans for management | Before the Share Subdivision        
Treasury shares        
Number of ordinary shares included in treasury shares account | shares 18,737,922 18,737,922 20,789,596  
Company's share of an equity method investee's in the Company | Suning        
Treasury shares        
Number of ordinary shares included in treasury shares account | shares     33,302,848  
Company's share of an equity method investee's in the Company | Suning | Before the Share Subdivision        
Treasury shares        
Number of ordinary shares included in treasury shares account | shares     4,162,856  
v3.19.3
CONSOLIDATED BALANCE SHEETS
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Current assets:      
Cash and cash equivalents $ 28,308 ¥ 189,976 ¥ 199,309
Short-term investments 486 3,262 6,086
Restricted cash and escrow receivables 1,269 8,518 3,417
Investment securities 1,479 9,927 4,815
Prepayments, receivables and other assets 8,730 58,590 43,228
Total current assets 40,272 270,273 256,855
Investment securities 23,407 157,090 38,192
Prepayments, receivables and other assets 4,175 28,018 26,274
Investments in equity investees     139,700
Investments in equity investees 12,584 84,454 79,758
Property and equipment, net 13,713 92,030 66,489
Intangible assets, net 10,173 68,276 27,465
Goodwill 39,477 264,935 162,149
Total assets 143,801 965,076 717,124
Current liabilities:      
Current bank borrowings 1,096 7,356 6,028
Current unsecured senior notes 2,251 15,110  
Income tax payable 2,635 17,685 13,689
Escrow money payable 1,229 8,250 3,053
Accrued expenses, accounts payable and other liabilities 17,540 117,711 81,165
Merchant deposits 1,604 10,762 9,578
Deferred revenue and customer advances 4,589 30,795 22,297
Total current liabilities 30,944 207,669 135,810
Deferred revenue 219 1,467 993
Deferred tax liabilities 3,355 22,517 19,312
Non-current bank borrowings 5,279 35,427 34,153
Non-current unsecured senior notes 11,385 76,407 85,372
Other liabilities 922 6,187 2,045
Total liabilities 52,104 349,674 277,685
Commitments and contingencies
Mezzanine equity 1,016 6,819 3,001
Shareholders' equity:      
Ordinary shares, US$0.000003125 par value; 32,000,000,000 shares authorized as of March 31, 2018 and 2019; 20,575,438,744 and 20,696,476,576 shares issued and outstanding as of March 31, 2018 and 2019, respectively [1]   1 1
Additional paid-in capital 34,537 231,783 186,764
Treasury shares, at cost     (2,233)
Restructuring reserve (15) (97) (361)
Subscription receivables (7) (49) (163)
Statutory reserves 755 5,068 4,378
Accumulated other comprehensive income (loss)      
Cumulative translation adjustments (386) (2,592) (3,594)
Unrealized gains on available-for-sale securities, interest rate swaps and others 38 257 8,677
Retained earnings 38,426 257,886 172,353
Total shareholders' equity 73,348 492,257 365,822
Noncontrolling interests 17,333 116,326 70,616
Total equity 90,681 608,583 436,438
Total liabilities, mezzanine equity and equity $ 143,801 ¥ 965,076 ¥ 717,124
[1] Note: Par value per share and the number of shares have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Acquisitions and integration of Ele.me and Koubei (Details)
¥ in Millions, $ in Millions
1 Months Ended 5 Months Ended 12 Months Ended
May 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2018
CNY (¥)
May 31, 2018
USD ($)
May 31, 2018
CNY (¥)
Aug. 31, 2016
USD ($)
Aug. 31, 2016
CNY (¥)
Mar. 31, 2016
USD ($)
Mar. 31, 2016
CNY (¥)
Aug. 31, 2017
USD ($)
Aug. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Nov. 30, 2018
Jan. 31, 2017
Mar. 31, 2016
CNY (¥)
Dec. 31, 2015
The allocation of the purchase price at the date of acquisition                                        
Goodwill                         ¥ 162,149 ¥ 125,420 $ 39,477 ¥ 264,935        
Total purchase price is comprised of:                                        
- cash consideration                       ¥ 48,206 ¥ 17,300 41,836            
Increase in noncontrolling interests                           100            
User base and customer relationships | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods                       16 years                
Trade names, trademarks and domain names | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods                       20 years                
Non-compete agreements | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods                       6 years                
Developed technology and patents | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods                       5 years                
Ele.me                                        
The allocation of the purchase price at the date of acquisition                                        
Net liabilities assumed         ¥ (6,327)                              
Goodwill         34,572                              
Deferred tax liabilities         (481)                              
Noncontrolling interests         (5,015)                              
Total         47,818                              
Total purchase price is comprised of:                                        
- cash consideration         30,133                              
- contingent cash consideration         4,790                              
- fair value of previously held equity interests         12,895                              
Total         47,818                              
Payables to merchants and other logistics providers         ¥ 4,259                              
Weighted average amortization period       5 years 9 months 18 days 5 years 9 months 18 days                              
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition                       ¥ 1,657                
Equity interest held immediately prior to integration (as a percentage)                                 90.00%      
Increase in noncontrolling interests     ¥ 6,715                                  
Increase in additional paid-in capital     7,515                                  
Ele.me | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods       10 years 10 years                              
Ele.me | User base and customer relationships                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets         ¥ 13,702                              
Ele.me | Trade names, trademarks and domain names                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets         5,764                              
Ele.me | Non-compete agreements                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets         4,188                              
Ele.me | Developed technology and patents                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets         1,415                              
Koubei                                        
The allocation of the purchase price at the date of acquisition                                        
Net assets acquired     3,534                                  
Goodwill     36,544                                  
Deferred tax liabilities     (2,372)                                  
Noncontrolling interests     (17,682)                                  
Total     39,834                                  
Total purchase price is comprised of:                                        
- cash consideration     3,196                                  
- non-cash consideration     14,648                                  
- fair value of previously held equity interests     21,990                                  
Total     39,834                                  
Cash, cash equivalents and short-term investments     ¥ 4,475                                  
Weighted average amortization period   6 years 3 months 18 days 6 years 3 months 18 days                                  
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition                       ¥ 21,990                
Equity interest held immediately prior to integration (as a percentage)                                 38.00%      
Koubei | Maximum                                        
Total purchase price is comprised of:                                        
Estimated amortization periods   13 years 13 years                                  
Koubei | User base and customer relationships                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets     ¥ 18,330                                  
Koubei | Trade names, trademarks and domain names                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets     1,158                                  
Koubei | Developed technology and patents                                        
The allocation of the purchase price at the date of acquisition                                        
Amortizable intangible assets     322                                  
Ele.me and Koubei                                        
Total purchase price is comprised of:                                        
- cash consideration   $ 465 ¥ 3,196                                  
Local Services Holdco                                        
Total purchase price is comprised of:                                        
Equity interest held (as a percentage)     72.00%                                  
Cash consideration for additional equity interest acquired   $ 1,905 ¥ 13,082                                  
Increase in noncontrolling interests     ¥ 3,216                                  
Local Services Holdco | Subsequent event                                        
Total purchase price is comprised of:                                        
Cash consideration for additional equity interest acquired | $ $ 450                                      
Ele.me | Maximum                                        
Total purchase price is comprised of:                                        
- contingent cash consideration         4,790                              
Ele.me | Preferred shares                                        
Acquisition                                        
Purchase consideration, cost method           $ 360 ¥ 2,394 $ 540 ¥ 3,512 $ 864 ¥ 5,824                  
Equity interest (as a percent)           20.00% 20.00%           27.00%              
Ele.me | Commitment to subscribe shares | Preferred shares                                        
Acquisition                                        
Amount committed               900                     ¥ 5,891  
Koubei                                        
Total purchase price is comprised of:                                        
Equity interest (as a percent)                                   38.00%    
Purchase consideration                           3,000            
Gain recognized in relation to the contribution of businesses                           ¥ 128            
Company and Ant Financial | Ele.me                                        
Acquisition                                        
Total investment consideration       $ 5,482 ¥ 34,923                              
Company and Ant Financial | Ele.me | Preferred shares                                        
Acquisition                                        
Purchase consideration, cost method                   $ 1,200 ¥ 8,090                  
Company and Ant Financial | Ele.me | Commitment to subscribe shares | Preferred shares                                        
Acquisition                                        
Amount committed | $               $ 1,250                        
Company and Ant Financial | Koubei                                        
Total purchase price is comprised of:                                        
Equity interest (as a percent)                                       49.60%
v3.19.3
Document and Entity Information
12 Months Ended
Mar. 31, 2019
Document and Entity Information  
Entity Registrant Name Alibaba Group Holding Ltd
Entity Central Index Key 0001577552
Document Type 6-K
Document Period End Date Mar. 31, 2019
Amendment Flag true
Amendment Description Exhibit 99.1 to this Form 6-K does not reflect events occurring after the filing of the Company's Annual Report on Form 20-F for the year ended March 31, 2019, as filed with the Securities and Exchange Commission on June 5, 2019, and does not modify or update the disclosures therein in any way, other than to reflect the 1-to-8 subdivision of the registrant's ordinary shares (the "Share Subdivision"), which became effective on July 30, 2019. Simultaneously with the Share Subdivision, the change in the ratio of the registrant's American depositary share ("ADS") to ordinary share (the "ADS Ratio Change") also became effective. Following the ADS Ratio Change, each ADS now represents eight ordinary shares. Previously, each ADS represented one ordinary share.
Current Fiscal Year End Date --03-31
Document Fiscal Year Focus 2019
Document Fiscal Period Focus FY
v3.19.3
Investments in equity investees- General (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Apr. 01, 2018
CNY (¥)
Cost method          
Balance as of beginning of period   ¥ 59,942 ¥ 35,404    
Transfer of cost method investments         ¥ (59,942)
Additions     34,121    
Disposals     (3,051)    
Transfers     (1,725)    
Impairment loss     (1,753) ¥ (2,125)  
Foreign currency translation adjustments     (3,054)    
Balance as of end of period     59,942 35,404  
Equity method          
Balance as of beginning of period   79,758 84,964    
Additions   14,360 26,391    
Share of results, other comprehensive income and other reserves   1,905 (3,660)    
Disposals   (1,160) (474)    
Transfers   (10,153) (9,011)    
Impairment loss   (493) (18,153) (245)  
Foreign currency translation adjustments   237 (299)    
Balance as of end of period $ 12,584 84,454 79,758 84,964  
Total, cost and equity methods          
Balance as of beginning of period   139,700 120,368    
Additions     60,512    
Share of results, other comprehensive income and other reserves   ¥ 1,905 (3,660)    
Disposals     (3,525)    
Transfers     (10,736)    
Impairment loss     (19,906)    
Foreign currency translation adjustments     (3,353)    
Balance as of end of period     ¥ 139,700 ¥ 120,368  
v3.19.3
Segment information - depreciation and amortization expenses of property and equipment and land use rights by segments and others (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Depreciation and amortization of property and equipment and land use rights $ 2,229 ¥ 14,962 ¥ 8,789 ¥ 5,284
Total segments | Core commerce        
Depreciation and amortization of property and equipment and land use rights   6,672 3,784 2,124
Total segments | Cloud computing        
Depreciation and amortization of property and equipment and land use rights   6,580 3,047 1,438
Total segments | Digital media and entertainment        
Depreciation and amortization of property and equipment and land use rights   1,182 986 752
Unallocated | Innovation initiatives and others        
Depreciation and amortization of property and equipment and land use rights   ¥ 528 ¥ 972 ¥ 970
v3.19.3
Related party transactions (Tables)
12 Months Ended
Mar. 31, 2019
Ant Financial and its affiliates  
Related party transactions  
Schedule of transactions

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Amounts earned by the Company

 

 

 

 

 

 

Profit Share Payments (i)

 

2,086

 

3,444

 

517

SME Annual Fee (ii)

 

847

 

956

 

954

Administrative and support services (iii)

 

531

 

676

 

1,017

Commission on transactions (iii)

 

409

 

497

 

591

Cloud computing revenue (iii)

 

264

 

482

 

761

Other amounts earned (iii)

 

144

 

529

 

898

 

 

4,281

 

6,584

 

4,738

 

 

 

 

 

 

 

Amounts incurred by the Company

 

 

 

 

 

 

Payment processing fee (iv)

 

5,487

 

6,295

 

8,252

Other amounts incurred (iii)

 

952

 

1,894

 

1,328

 

 

6,439

 

8,189

 

9,580

 

(i)

In 2014, the Company entered into the 2014 IPLA with Ant Financial. Under the 2014 IPLA, the Company receives the Profit Share Payments amounting to the sum of an expense reimbursement plus 37.5% of the consolidated pre-tax income of Ant Financial, subject to certain adjustments (Note 4(a)).

Profit Share Payments were recognized in consolidated income statements, net of the costs incurred for the provision of the software technology services reimbursed by Ant Financial. The amounts reimbursed by Ant Financial to the Company were RMB245 million, RMB37 million and RMB106 million for the years ended March 31, 2017, 2018 and 2019, respectively.

(ii)

The Company entered into software system use and service agreements with Ant Financial in 2014. In calendar years 2016 to 2017, the Company received the SME Annual Fee equal to 2.5% of the average daily balance of the SME loans made by Ant Financial and its affiliates. In calendar years 2018 to 2021, the Company received or will receive the SME Annual Fee equal to the amount paid in calendar year 2017 (Note 4(a)).

(iii)

The Company has other commercial arrangements, treasury management arrangements and cost sharing arrangements with Ant Financial, its subsidiaries and affiliates on various sales and marketing, cloud computing, treasury management, and other administrative and support services.

In addition, the Company entered into agreements with Ant Financial and its affiliates under which the Company receives a cash reimbursement for RSUs and options relating to the certain shares granted to employees of Ant Financial, its subsidiaries and affiliates, upon the vesting of the RSUs and options.

(iv)

The Company and Alipay, among others, entered into a commercial agreement in 2011 whereby the Company receives payment processing services in exchange for a payment processing fee, which was recognized in cost of revenue.

v3.19.3
Summary of significant accounting policies- Basis of presentation (Details)
Jul. 30, 2019
USD ($)
$ / shares
shares
Jul. 29, 2019
Mar. 31, 2019
$ / shares
¥ / $
shares
Mar. 31, 2018
$ / shares
shares
Basis of presentation        
Ratio of share subdivision 8      
Authorized share capital | $ $ 100,000      
Ordinary shares authorized (in shares) 32,000,000,000   32,000,000,000 32,000,000,000
Ordinary shares par value (in USD per share) | $ / shares $ 0.000003125   $ 0.000003125 $ 0.000003125
ADS ratio 8 1    
Convenience translation        
Convenience exchange rate (RMB to USD) | ¥ / $     6.7112  
ADS        
Basis of presentation        
New shares issued (in shares) 0      
v3.19.3
Commitments- Sponsorship commitment (Details) - Framework agreement with the International Olympic Committee and the United States Olympic Committee - USD ($)
$ in Millions
Mar. 31, 2019
Mar. 31, 2018
Jan. 31, 2017
Sponsorship commitment      
Amount committed $ 738 $ 770  
Minimum      
Sponsorship commitment      
Amount committed     $ 815
v3.19.3
Commitments- Capital commitments (Details) - CNY (¥)
¥ in Millions
Mar. 31, 2019
Mar. 31, 2018
Capital expenditures    
Capital commitments    
Contracted but not provided for ¥ 9,232 ¥ 5,788
Purchase of property and equipment    
Capital commitments    
Contracted but not provided for 5,656 3,181
Construction of corporate campuses    
Capital commitments    
Contracted but not provided for ¥ 3,576 ¥ 2,607
v3.19.3
Share-based awards- Partner Capital Investment Plan (Details)
¥ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
shares
Dec. 31, 2018
shares
Mar. 31, 2018
CNY (¥)
shares
Dec. 31, 2017
shares
Mar. 31, 2017
CNY (¥)
shares
Dec. 31, 2016
shares
Mar. 31, 2016
$ / shares
shares
Dec. 31, 2015
$ / shares
shares
Dec. 31, 2014
$ / shares
shares
Dec. 31, 2013
$ / shares
shares
Mar. 31, 2019
$ / shares
Mar. 31, 2019
CNY (¥)
shares
Mar. 31, 2018
$ / shares
Mar. 31, 2017
$ / shares
Share-based awards                            
Share-based compensation expense | ¥ ¥ 37,491   ¥ 20,075   ¥ 15,995                  
Partner Capital Investment Plan | Subscription rights                            
Share-based awards                            
Number of restricted shares each right entitles the holder to purchase after the Share Subdivision 8   8   8   8 8 8 8        
Agreed-upon exercise price | $ / shares               $ 14.50 $ 14.50 $ 14.50        
Subscription period 10 years 10 years   10 years   10 years   4 years 4 years 4 years        
Restriction period for the transfer shares               8 years 8 years 8 years        
Number of shares underlying   144,000,000   144,000,000   144,000,000   144,000,000 144,000,000 144,000,000   144,000,000    
Number of shares offered and subscribed                       140,000,000    
Unamortized compensation costs | ¥                       ¥ 941    
Weighted average period over which unamortized compensation costs expected be recognized 4 years 6 months                          
Share-based compensation expense | ¥ ¥ 409   ¥ 435   ¥ 241                  
Subscription right fair value assumptions                            
Risk-free interest rate 2.94%   2.07%   1.86%                  
Expected dividend yield 0.00%   0.00%   0.00%                  
Expected life (years) 8 years 3 months   8 years 3 months   8 years 3 months                  
Expected volatility 33.00%   34.20%   39.00%                  
Partner Capital Investment Plan | Subscription rights | Before the Share Subdivision                            
Share-based awards                            
Number of shares underlying   18,000,000   18,000,000   18,000,000   18,000,000 18,000,000 18,000,000   18,000,000    
Number of shares offered and subscribed                       17,500,000    
Partner Capital Investment Plan | Subscription rights | Minimum                            
Share-based awards                            
Agreed-upon exercise price | $ / shares             $ 23.00       $ 23.00   $ 23.00 $ 23.00
Partner Capital Investment Plan | Subscription rights | Maximum                            
Share-based awards                            
Agreed-upon exercise price | $ / shares             $ 26.00       $ 26.00   $ 26.00 $ 26.00
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Equity transactions and acquisitions not completed as of balance sheet date (Details) - 1 months ended May 31, 2019 - Subsequent event
¥ / shares in Units, ¥ in Millions, $ in Millions
HKD ($)
CNY (¥)
¥ / shares
Red Star    
Investment    
Cash consideration for subscription of exchangeable bonds   ¥ 4,359
Exchangeable bonds term (in years) 5 years 5 years
Initial price of bonds exchangeable into ordinary shares | ¥ / shares   ¥ 12.28
Percentage of equity interest acquired 2.00% 2.00%
Total consideration | $ $ 447  
China TransInfo    
Investment    
Ownership to be acquired (as a percent) 15.00% 15.00%
Commitment made by the Company to invest, amount   ¥ 3,595
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Youku (Details)
$ / shares in Units, ¥ in Millions, shares in Millions, $ in Millions
1 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
Dec. 31, 2017
CNY (¥)
Apr. 30, 2017
shares
Apr. 30, 2016
USD ($)
$ / shares
Apr. 30, 2016
CNY (¥)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Apr. 30, 2016
CNY (¥)
The allocation of the purchase price at the date of acquisition                      
Goodwill             ¥ 162,149 ¥ 125,420 $ 39,477 ¥ 264,935  
Total purchase price is comprised of:                      
- cash consideration           ¥ 48,206 17,300 41,836      
Trade names, trademarks and domain names | Maximum                      
Total purchase price is comprised of:                      
Estimated amortization periods           20 years          
User base and customer relationships | Maximum                      
Total purchase price is comprised of:                      
Estimated amortization periods           16 years          
Developed technology and patents | Maximum                      
Total purchase price is comprised of:                      
Estimated amortization periods           5 years          
Youku                      
Acquisition                      
Equity interest held in subsidiary (as a percentage)                 100.00% 100.00% 98.00%
Minority interest (as a percent)                     2.00%
Youku                      
The allocation of the purchase price at the date of acquisition                      
Net assets acquired                     ¥ 5,923
Goodwill                     26,395
Deferred tax assets                     73
Deferred tax liabilities                     (1,167)
Noncontrolling interests                     (773)
Total                     35,100
Total purchase price is comprised of:                      
- cash consideration       $ 4,443 ¥ 28,724            
- fair value of previously held equity interests         6,376            
Total         ¥ 35,100            
Cash and cash equivalents and short-term interest-bearing deposits                     5,857
Weighted average amortization period       17 years 4 months 24 days 17 years 4 months 24 days            
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition               ¥ 518      
Maximum percentage available to be purchased by the former management and shareholders     15.00%                
Restricted share units issued to settle options and contain vesting conditions pursuant to a non compete agreement (in shares) | shares     3.4                
Issuance cost             ¥ 994        
Capital injections $ 132 ¥ 870                  
Youku | Maximum                      
Total purchase price is comprised of:                      
Estimated amortization periods       20 years 20 years            
Youku | Trade names, trademarks and domain names                      
The allocation of the purchase price at the date of acquisition                      
Amortizable intangible assets                     4,047
Youku | User base and customer relationships                      
The allocation of the purchase price at the date of acquisition                      
Amortizable intangible assets                     284
Youku | Developed technology and patents                      
The allocation of the purchase price at the date of acquisition                      
Amortizable intangible assets                     143
Youku | Others                      
The allocation of the purchase price at the date of acquisition                      
Amortizable intangible assets                     175
Youku | Licensed copyrights of video content                      
The allocation of the purchase price at the date of acquisition                      
Amortizable intangible assets                     ¥ 703
Youku | Before the Share Subdivision                      
Total purchase price is comprised of:                      
Issuance of ordinary shares to settle options (in shares) | shares     1.3                
Youku | ADS                      
Acquisition                      
Purchase price (in USD per share) | $ / shares       $ 27.60              
v3.19.3
Income tax expenses- Reconciliations (Details)
¥ / shares in Units, ¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
¥ / shares
Mar. 31, 2018
CNY (¥)
¥ / shares
Mar. 31, 2017
CNY (¥)
¥ / shares
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company        
Income before income tax and share of result of equity investees $ 14,337 ¥ 96,221 ¥ 100,403 ¥ 60,029
Income tax computed at statutory EIT rate (25%)   24,055 25,101 15,007
Effect of different tax rates available to different jurisdictions   (1,568) 392 (772)
Effect of tax holiday and preferential tax benefit on assessable profits of subsidiaries incorporated in the PRC   (17,687) (14,782) (10,507)
Non deductible expenses and non taxable income, net   8,168 1,780 6,090
Tax savings from additional deductions on certain research and development expenses available for subsidiaries incorporated in the PRC   (5,774) (2,330) (1,694)
Withholding tax on the earnings distributed and anticipated to be remitted   3,954 4,393 3,009
Change in valuation allowance, deduction of certain share-based compensation expense and others   5,405 3,645 2,643
Income tax expenses $ 2,466 ¥ 16,553 ¥ 18,199 ¥ 13,776
Statutory EIT rate (as a percent) 25.00% 25.00% 25.00% 25.00%
PRC        
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company        
Statutory EIT rate (as a percent) 25.00% 25.00% 25.00% 25.00%
Effect of tax holidays inside the PRC on basic earnings per share/ADS (RMB) | ¥ / shares   ¥ 0.86 ¥ 0.72 ¥ 0.53
PRC | ADS        
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company        
Effect of tax holidays inside the PRC on basic earnings per share/ADS (RMB) | ¥ / shares   ¥ 6.86 ¥ 5.79 ¥ 4.21
v3.19.3
Income tax expenses- General (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2016
Mar. 31, 2015
Mar. 31, 2012
Composition of income tax expenses              
Current income tax expense   ¥ 18,750 ¥ 17,223 ¥ 13,495      
Deferred taxation $ (327) (2,197) 976 281      
Income tax expenses $ 2,466 ¥ 16,553 ¥ 18,199 ¥ 13,776      
Enterprise income tax rate (as a percent) 25.00% 25.00% 25.00% 25.00%      
Total tax adjustments   ¥ 4,656 ¥ 2,295 ¥ 720      
Undistributed earnings intended to be invested indefinitely in the PRC   ¥ 49,700 ¥ 28,600        
Cayman Islands              
Composition of income tax expenses              
Withholding tax to be imposed upon payments of dividends to shareholders (as a percent) 0.00% 0.00%          
Hong Kong              
Composition of income tax expenses              
Enterprise income tax rate (as a percent) 16.50% 16.50% 16.50% 16.50%      
PRC              
Composition of income tax expenses              
Enterprise income tax rate (as a percent) 25.00% 25.00% 25.00% 25.00%      
Withholding income tax rate on dividends declared by PRC companies to their foreign investors (as a percent) 10.00% 10.00%          
Lower withholding income tax rate on dividends declared by PRC companies to foreign investors with certain criteria met (as a percent) 5.00% 5.00%          
Minimum percentage of ownership interests held by investors in Hong Kong to qualify for lower withholding tax rate (as a percent) 25.00% 25.00%          
PRC | High and New Technology Enterprises              
Composition of income tax expenses              
Preferential tax rate (as a percent) 15.00% 15.00%          
PRC | Software Enterprise              
Composition of income tax expenses              
Period of full exemption from income tax 2 years 2 years          
Reduction in preferential tax rate during subsequent three years (as a percent) 50.00% 50.00%          
Period of 50% reduction to income tax rate 3 years 3 years          
PRC | Key Software Enterprise              
Composition of income tax expenses              
Preferential tax rate (as a percent) 10.00% 10.00%          
Alibaba China | PRC | High and New Technology Enterprises              
Composition of income tax expenses              
Enterprise income tax rate (as a percent)     15.00% 15.00% 15.00% 15.00%  
Alibaba China | PRC | Key Software Enterprise              
Composition of income tax expenses              
Preferential tax rate (as a percent)       10.00% 10.00% 10.00%  
Taobao China | PRC | High and New Technology Enterprises              
Composition of income tax expenses              
Enterprise income tax rate (as a percent)     15.00% 15.00% 15.00% 15.00%  
Taobao China | PRC | Key Software Enterprise              
Composition of income tax expenses              
Preferential tax rate (as a percent)       10.00% 10.00% 10.00%  
Tmall China | PRC | High and New Technology Enterprises              
Composition of income tax expenses              
Enterprise income tax rate (as a percent)     15.00%        
Preferential tax rate (as a percent)         12.50% 12.50%  
Tmall China | PRC | Software Enterprise              
Composition of income tax expenses              
Period of full exemption from income tax             2 years
Reduction in preferential tax rate during subsequent three years (as a percent)             50.00%
Period of 50% reduction to income tax rate             3 years
Tmall China | PRC | Key Software Enterprise              
Composition of income tax expenses              
Enterprise income tax rate (as a percent)       15.00% 12.50%    
Preferential tax rate (as a percent)       10.00% 10.00%    
v3.19.3
Restricted cash and escrow receivables (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Restricted cash      
Restricted cash and escrow receivables $ 1,269 ¥ 8,518 ¥ 3,417
Money received or receivable on escrow services offered by AliExpress      
Restricted cash      
Restricted cash and escrow receivables   8,354 3,171
Others      
Restricted cash      
Restricted cash and escrow receivables   ¥ 164 ¥ 246
v3.19.3
Investment securities and fair value disclosure
12 Months Ended
Mar. 31, 2019
Investment securities and fair value disclosure  
Investment securities and fair value disclosure

11.Investment securities and fair value disclosure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

    

 

    

Gross

    

Gross

    

Provision

    

 

 

 

Original

 

unrealized

 

unrealized

 

for decline

 

Carrying

 

    

cost

    

gains

    

losses

    

in value

    

value

 

 

(in millions of RMB)

Equity securities:

 

 

 

 

 

 

 

 

 

 

Listed equity securities

 

20,303

 

10,990

 

(1,587)

 

(983)

 

28,723

Equity securities accounted for under the fair value option

 

498

 

67

 

 —

 

 —

 

565

Debt investments (i)

 

13,898

 

 —

 

 —

 

(179)

 

13,719

 

 

34,699

 

11,057

 

(1,587)

 

(1,162)

 

43,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019

 

    

 

    

Gross

    

Gross

    

Provision

    

 

 

 

Original

 

unrealized

 

unrealized

 

for decline

 

Carrying

 

    

cost

    

gains

    

losses

    

in value

    

value

 

 

(in millions of RMB)

Equity securities:

 

 

 

 

 

 

 

 

 

 

Listed equity securities

 

57,121

 

15,968

 

(11,887)

 

 —

 

61,202

Investments in privately held companies (ii)

 

81,894

 

14,107

 

(78)

 

(13,250)

 

82,673

Debt investments (i)

 

23,843

 

44

 

(20)

 

(725)

 

23,142

 

 

162,858

 

30,119

 

(11,985)

 

(13,975)

 

167,017

 

(i)

Debt investments include convertible bonds accounted for under the fair value option, for which the fair value as of March 31, 2018 and 2019 were RMB1,256 million and RMB2,742 million, respectively. Unrealized gains recorded on these convertible bonds in the consolidated income statements were nil and RMB44 million during the years ended March 31, 2018 and 2019, respectively. Debt investments also include investments in certain wealth management products amounting to RMB6.9 billion as of March 31, 2018 and 2019. These investments were pledged to a financial institution in the PRC to secure a financing provided by this financial institution amounting to RMB6.9 billion to one of the Company’s founders and an equity holder in certain of the Company’s variable interest entities, to support his minority investment through a PRC limited partnership in Wasu Media Holding Co., Ltd., a company listed on the Shenzhen Stock Exchange.

(ii)

Upon the adoption of ASU 2016-01, certain investments in privately held companies that were previously accounted for under the cost method with a carrying value of RMB59,942 million as of March 31, 2018 were reclassified into investment securities as of April 1, 2018.

Details of the significant additions during the years ended March 31, 2017, 2018 and 2019 are set out in Note 4.

For equity securities, a summary of gains and losses, including impairment losses, recognized in interest and investment income, net is as follows:

 

 

 

 

 

 

 

 

    

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Net unrealized gains recognized during the period for equity securities still held as of the end of the period

 

 —

 

11

 

598

Net gains recognized during the period from disposals of equity securities during the period

 

5,601

 

1

 

5,120

Net gains recognized during the period on equity securities

 

5,601

 

12

 

5,718

 

As of March 31, 2018, net unrealized gains of RMB9,403 million on listed equity securities previously classified as available-for-sale were recorded in accumulated other comprehensive income. Upon the adoption of ASU 2016-01, the Company carried these equity securities at fair value with unrealized gains and losses recorded in the consolidated income statements. Unrealized gains and losses recorded in accumulated other comprehensive income as of March 31, 2018 related to those equity securities previously classified as available-for-sale, in the amount of RMB8,196 million, net of tax, were reclassified into retained earnings as of April 1, 2018 (Note 2(t)). For listed equity securities previously classified as available-for-sale with unrealized losses, their related aggregate fair values amounted to RMB7,636 million as of March 31, 2018. The carrying amounts of listed equity securities previously classified as available-for-sale that were in a loss position over twelve months were insignificant as of the same date.

In addition, upon the adoption of ASU 2016-01, the Company no longer accounts for certain other equity investments in privately held companies over which the Company neither has control nor significant influence through investment in common stock or in-substance common stock using the cost method. Beginning on April 1, 2018, the Company elected to record a majority of equity investments in privately held companies using the measurement alternative (Note 2(t)). These equity securities, which amounted to RMB59,942 million as of March 31, 2018, were previously classified under investments in equity investees and were reclassified into investment securities on the consolidated balance sheets as of April 1, 2018 (Note 13). During the year ended March 31, 2019, upward adjustments of RMB15,474 million, and impairments and downward adjustments of RMB10,404 million, were recorded in interest and investment income, net, in the consolidated income statement. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities. As of March 31, 2019, the amount of investments in privately held companies for which the Company elected to record using the measurement alternative amounted to RMB81,514 million.

During the years ended March 31, 2017, 2018 and 2019, no realized gains or losses were recognized for the disposal of debt investments. During the same periods, impairment losses on debt investments of RMB173 million, RMB6 million and RMB546  million were recorded in interest and investment income, net in the consolidated income statements, respectively.

The carrying amount of debt investments approximates their fair value due to the fact that the related effective interest rates approximate rates currently offered by financial institutions for similar debt instruments of comparable maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1

-

Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets.

 

 

 

Level 2

-

Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

 

 

Level 3

-

Valuations based on unobservable inputs reflecting assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Fair value of short-term investments and listed equity securities are based on quoted prices in active markets for identical assets or liabilities. Other financial instruments, such as interest rate swap contracts, are valued based on inputs derived from or corroborated by observable market data. Valuations of convertible and exchangeable bonds that do not have a quoted price are performed using valuation models such as the binomial model with unobservable inputs including risk-free interest rate and expected volatility. The valuation of contingent consideration is performed using an expected cash flow method with unobservable inputs including the probability to achieve the contingencies, which is assessed by the Company, in connection with the contingent consideration arrangements. Investments in privately held companies for which the Company elected to record using the measurement alternative were re-measured on a non-recurring basis, and are categorized within Level 3 under the fair value hierarchy. The values were estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, as well as rights and obligations of the securities that the Company holds.

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized under the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2018

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

(in millions of RMB)

Assets

 

 

 

 

 

 

 

 

Short-term investments

 

6,086

 

 —

 

 —

 

6,086

Restricted cash and escrow receivables

 

3,417

 

 —

 

 —

 

3,417

Listed equity securities

 

28,723

 

 —

 

 —

 

28,723

Equity securities accounted for under the fair value option

 

 —

 

 —

 

565

 

565

Convertible bonds accounted for under the fair value option

 

 —

 

 —

 

1,256

 

1,256

Interest rate swap contracts

 

 —

 

542

 

 —

 

542

 

 

38,226

 

542

 

1,821

 

40,589

Liabilities

 

 

 

 

 

 

 

 

Contingent consideration in relation to investments and acquisitions

 

 —

 

 —

 

120

 

120

 

 

 —

 

 —

 

120

 

120

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

(in millions of RMB)

Assets

 

 

 

 

 

 

 

 

Short-term investments

 

3,262

 

 —

 

 —

 

3,262

Restricted cash and escrow receivables

 

8,518

 

 —

 

 —

 

8,518

Listed equity securities

 

61,202

 

 —

 

 —

 

61,202

Convertible bonds accounted for under the fair value option

 

244

 

 —

 

2,498

 

2,742

Interest rate swap contracts

 

 —

 

331

 

 —

 

331

Others

 

604

 

1,444

 

1,159

 

3,207

 

 

73,830

 

1,775

 

3,657

 

79,262

Liabilities

 

 

 

 

 

 

 

 

Contingent consideration in relation to investments and acquisitions

 

 —

 

 —

 

5,122

 

5,122

 

 

 —

 

 —

 

5,122

 

5,122

 

Convertible bonds categorized within Level 3 under the fair value hierarchy:

 

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Balance as of April 1, 2017

 

 —

Additions

 

1,264

Foreign currency translation adjustments

 

(8)

Balance as of March 31, 2018

 

1,256

Additions

 

1,153

Foreign currency translation adjustments

 

89

Balance as of March 31, 2019

 

2,498

 

Contingent consideration in relation to investments and acquisitions categorized within Level 3 under the fair value hierarchy:

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Balance as of April 1, 2017

 

921

Payment

 

(770)

Net decrease in fair value

 

(17)

Foreign currency translation adjustments

 

(14)

Balance as of March 31, 2018

 

120

Additions (i)

 

4,790

Net decrease in fair value

 

(45)

Foreign currency translation adjustments

 

257

Balance as of March 31, 2019

 

5,122

 

(i)

Additions during the year ended March 31, 2019 were related to the acquisition of Ele.me (Note 4(c)).

v3.19.3
Recent accounting pronouncements
12 Months Ended
Mar. 31, 2019
Recent accounting pronouncements  
Recent accounting pronouncements

3.Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" and issued certain transitional guidance and subsequent amendments between January 2018 and March 2019 within ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, including ASU 2016-02, "ASC 842"). ASU 2016-02 creates a new topic in ASC 842 "Leases" to replace the current topic in ASC 840 "Leases," which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. ASC 842 affects both lessees and lessors, although for the latter the provisions are similar to the current model, but are updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASC 606. The new guidance is effective for the Company for the year ending March 31, 2020 and interim reporting periods during the year ending March 31, 2020. The Company adopted the new guidance beginning on April 1, 2019 using the modified retrospective method and no adjustments will be made to the comparative periods. As permitted under the transition guidance, the Company will carry forward the assessment of whether the contracts contain or are leases, classification of the leases and remaining lease terms. Based on the Company’s portfolio of leases as of March 31, 2019, approximately RMB24.9 billion of right-of-use assets and RMB19.4 billion of liabilities, primarily relating to property leases, will be recognized on the Company’s consolidated balance sheet upon adoption.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments — Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments," and issued subsequent amendments to the initial guidance and transitional guidance between November 2018 and May 2019 within ASU 2018-19, ASU 2019-04 and ASU 2019-05. ASU 2016-13 introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. Further, the new guidance indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The new guidance is effective for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted for the Company for the year ending March 31, 2020 and interim reporting periods during the year ending March 31, 2020. The Company is evaluating the effects, if any, of the adoption of this guidance on the Company’s financial position, results of operations and cash flows.

In January 2017, the FASB issued ASU 2017-04, "Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. The new guidance is effective prospectively for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the effects, if any, of the adoption of this guidance on the Company’s financial position, results of operations and cash flows.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," and issued subsequent amendments to the initial guidance or transitional guidance within ASU 2019-04 in April 2019. ASU 2017-12 simplifies the application of hedge accounting and makes more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test after the initial qualification, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. Also, for cash flow hedges and net investment hedges, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument will be recorded in other comprehensive income. The Company adopted the new guidance prospectively beginning on April 1, 2019. At this time, the Company does not expect that the adoption of this guidance will have a material impact on the Company’s financial position, results of operations and cash flows.

In June 2018, the FASB issued ASU 2018-07, "Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the new guidance beginning on April 1, 2019. The adoption of this guidance will impact the accounting of the share-based awards granted to non-employees but the Company does not expect that the adoption of this guidance will have a material impact on the Company’s financial position, results of operations and cash flows. 

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement," which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. The new guidance is effective for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted for the adoption of either the entire ASU or only the provisions that eliminate or modify the requirements. The Company is evaluating the effects, if any, of the adoption of this guidance on the fair value disclosure in the consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities,” which provides guidance that indirect interests held through related parties under common control will be considered on a proportional basis when determining whether fees paid to decision makers and service providers are variable interests. These indirect interests were previously treated the same as direct interests. The consideration of indirect interests on a proportional basis is consistent with how indirect interests held through related parties under common control are treated when determining if a reporting entity within a related party group is the primary beneficiary of a VIE. The new guidance is effective retrospectively for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021 with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of this guidance on the Company’s financial position, results of operations and cash flows.

In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606.”  ASU 2018-18 clarifies that elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606. The amendments require the application of existing guidance to determine the units of account in collaborative arrangement for purposes of identifying transactions with customers. For transactions outside the scope of ASC 606, companies can apply elements of ASC 606 or other relevant guidance by analogy, or apply a reasonable accounting policy if there is no appropriate analogy. ASU 2018-18 is effective retrospectively for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of this guidance on the Company’s financial position, results of operations and cash flows.

In March 2019, the FASB issued ASU 2019-02, “Entertainment — Films — Other Assets — Film Costs (Subtopic 926-20) and Entertainment — Broadcasters — Intangibles — Goodwill and Other (Subtopic 920-350)”. This guidance aligns the accounting guidance for production costs for (1) films and (2) episodic content produced for television series and streaming services. This new guidance also clarifies when a company should test films and license agreements for program material for impairment at the film-group level, amends the presentation and disclosure requirements for produced or licensed content and addresses statement of cash flows classification for license arrangements. The new guidance is effective prospectively for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of this guidance on the Company’s financial position, results of operations and cash flows.

In April 2019, the FASB issued ASU 2019-04 "Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments." Apart from the amendments to ASU 2016-13 and ASU 2017-12 mentioned above, the ASU also included subsequent amendments to ASU 2016-01, which the Company adopted in April 2018 (Note 2(t)). The guidance in relation to the amendments to ASU 2016-01 is effective for the Company for the year ending March 31, 2021 and interim reporting periods during the year ending March 31, 2021. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of these guidance on the Company's financial position, results of operations and cash flows.

v3.19.3
Income tax expenses
12 Months Ended
Mar. 31, 2019
Income tax expenses  
Income tax expenses

7.Income tax expenses

Composition of income tax expenses

 

 

 

 

 

 

 

 

 

Year ended March 31, 

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Current income tax expense

 

13,495

 

17,223

 

18,750

Deferred taxation

 

281

 

976

 

(2,197)

 

 

13,776

 

18,199

 

16,553

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax is imposed. The Company’s subsidiaries incorporated in Hong Kong were subject to the Hong Kong profits tax rate at 16.5% for the years ended March 31, 2017, 2018 and 2019. The Company’s subsidiaries incorporated in other jurisdictions were subject to income tax charges calculated according to the tax laws enacted or substantially enacted in the countries where they operate and generate income.

Current income tax expense primarily includes the provision for PRC Enterprise Income Tax (“EIT”) for subsidiaries operating in the PRC and withholding tax on earnings that have been declared for distribution by PRC subsidiaries to offshore holding companies. Substantially all of the Company’s income before income tax and share of results of equity investees are generated by these PRC subsidiaries. These subsidiaries are subject to EIT on their taxable income as reported in their respective statutory financial statements adjusted in accordance with the relevant tax laws, rules and regulations in the PRC.

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. In addition, the EIT Law provides for, among others, a preferential tax rate of 15% for enterprises qualified as High and New Technology Enterprises. Further, certain subsidiaries were recognized as Software Enterprises and thereby entitled to full exemption from EIT for two years beginning from their first profitable calendar year and a 50% reduction for the subsequent three calendar years.  In addition, a duly recognized Key Software Enterprise within China’s national plan can enjoy a preferential EIT rate of 10%. The Key Software Enterprise status is subject to review by the relevant authorities every year. The timing of the annual review and notification by the relevant authorities may vary from year to year, and the related tax adjustments in relation to the change in applicable EIT rate as a result of notification of qualification are accounted for in the period in which the Key Software Enterprise status is recognized and notified.

The tax status of the subsidiaries of the Company with major taxable profits is described below:

·

Alibaba (China) Technology Co., Ltd. (“Alibaba China”) and Taobao (China) Software Co., Ltd. (“Taobao China”), entities primarily engaged in the operations of the Company’s wholesale marketplaces and Taobao Marketplace, respectively, obtained the annual review and notification relating to the renewal of the Key Software Enterprises status for the taxation years of 2015, 2016 and 2017 in the quarters ended September 30, 2016, 2017 and 2018, respectively. Accordingly, Alibaba China and Taobao China, which had qualified as High and New Technology Enterprises and applied an EIT rate of 15% for the taxation years of 2015, 2016 and 2017, reflected the reduction in tax rate to 10% for the taxation years of 2015, 2016 and 2017 in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019. 

·

Zhejiang Tmall Technology Co., Ltd. (“Tmall China”), an entity primarily engaged in the operations of Tmall, was recognized as a High and New Technology Enterprise and also granted the Software Enterprise status and was thereby entitled to an income tax exemption for two years beginning from its first profitable taxation year of 2012, and a 50% reduction for the subsequent three years starting from the taxation year of 2014. Accordingly, Tmall China was entitled to an EIT rate of 12.5% during the taxation years of 2015 and 2016. Tmall China obtained notification of recognition as a Key Software Enterprise for the taxation years of 2016 and 2017 in the quarter ended September 30, 2017 and 2018. Accordingly, Tmall China, which had applied an EIT rate of 12.5% and 15% for the taxation years of 2016 and 2017, respectively, reflected the reduction in tax rate to 10% for the taxation years of 2016 and 2017 in the consolidated income statement for the years ended March 31, 2018 and 2019. 

The total tax adjustments for Alibaba China, Taobao China, Tmall China and certain other PRC subsidiaries of the Company, amounting to RMB720 million, RMB2,295 million and RMB4,656 million, were recorded in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively. The annual review and notification relating to the renewal of the Key Software Enterprises status for the taxation year of 2018 has not yet been obtained as of March 31, 2019. Accordingly, Alibaba China,  Taobao China and Tmall China continued to apply an EIT rate of 15% for the taxation year of 2018 as High and New Technology Enterprises.

Most of the remaining PRC entities of the Company are subject to EIT at 25% for the years ended March 31, 2017, 2018 and 2019.

Pursuant to the EIT Law, a 10% withholding tax is levied on dividends declared by PRC companies to their foreign investors. A lower withholding tax rate of 5% is applicable if direct foreign investors with at least 25% equity interest in the PRC company are incorporated in Hong Kong and meet the relevant requirements pursuant to the tax arrangement between the PRC and Hong Kong. Since the equity holders of the major PRC subsidiaries of the Company are Hong Kong incorporated companies and meet the relevant requirements pursuant to the tax arrangement between the PRC and Hong Kong, the Company has used 5% to provide for deferred tax liabilities on retained earnings which are anticipated to be distributed. As of March 31, 2019, the Company had fully accrued the withholding tax on the earnings distributable by all of the subsidiaries of the Company in the PRC, except for those undistributed earnings that the Company intends to invest indefinitely in the PRC which amounted to RMB49.7 billion.

Composition of deferred tax assets and liabilities 

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Deferred tax assets

 

 

 

 

Licensed copyrights

 

1,191

 

2,475

Tax losses carried forward and others (i)

 

9,467

 

21,896

 

 

10,658

 

24,371

Valuation allowance

 

(8,476)

 

(21,838)

Total deferred tax assets

 

2,182

 

2,533

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

Identifiable intangible assets

 

(9,181)

 

(12,659)

Withholding tax on undistributed earnings (ii)

 

(8,375)

 

(7,901)

Investment securities and others

 

(1,756)

 

(1,957)

Total deferred tax liabilities

 

(19,312)

 

(22,517)

Net deferred tax liabilities

 

(17,130)

 

(19,984)

 

(i)

Others is primarily comprised of property and equipment, deferred revenue and customer advances, as well as accrued expenses which are not deductible until paid under PRC tax laws.

(ii)

The related deferred tax liabilities as of March 31, 2018 and 2019 were provided on the assumption that 100% of the distributable reserves of the major PRC subsidiaries will be distributed as dividends, except for those undistributed earnings that the Company intends to invest indefinitely in the PRC which amounted to RMB28.6 billion and RMB49.7 billion, respectively.

Valuation allowances provided on the deferred tax assets mainly related to the tax losses carried forward due to the uncertainty surrounding their realization. If events occur in the future that improve the certainty of realization, an adjustment to the valuation allowances will be made and consequently income tax expenses will be reduced.

As of March 31, 2019, the accumulated tax losses of subsidiaries incorporated in the United States, Indonesia and Singapore, subject to the agreement of the relevant tax authorities, of RMB3,690 million, RMB3,686 million and RMB3,075 million, respectively, are allowed to be carried forward to offset against future taxable profits. The carry forward of tax losses in the United States and Singapore has no time limit, while the tax losses in Indonesia will expire, if unused, in the years ending March 31, 2020 through 2024. The accumulated tax losses of subsidiaries incorporated in the PRC, subject to the agreement of the PRC tax authorities, of RMB73,148 million as of March 31, 2019 will expire, if unused, in the years ending March 31, 2020 through 2024.

Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB, except per

 

 

share data)

Income before income tax and share of result of equity investees

 

60,029

 

100,403

 

96,221

Income tax computed at statutory EIT rate (25%)

 

15,007

 

25,101

 

24,055

Effect of different tax rates available to different jurisdictions

 

(772)

 

392

 

(1,568)

Effect of tax holiday and preferential tax benefit on assessable profits of subsidiaries incorporated in the PRC

 

(10,507)

 

(14,782)

 

(17,687)

Non-deductible expenses and non-taxable income, net (i)

 

6,090

 

1,780

 

8,168

Tax savings from additional deductions on certain research and development expenses available for subsidiaries incorporated in the PRC (ii)

 

(1,694)

 

(2,330)

 

(5,774)

Withholding tax on the earnings distributed and anticipated to be remitted

 

3,009

 

4,393

 

3,954

Change in valuation allowance, deduction of certain share-based compensation expense and others (iii)

 

2,643

 

3,645

 

5,405

Income tax expenses

 

13,776

 

18,199

 

16,553

Effect of tax holidays inside the PRC on basic earnings per share (RMB)

 

0.53

 

0.72

 

0.86

Effect of tax holidays inside the PRC on basic earnings per ADS (RMB)

 

4.21

 

5.79

 

6.86

 

(i)

Expenses not deductible for tax purposes and non-taxable income primarily represent investment income (loss), share-based compensation expense, interest expense and exchange differences. Investment income (loss) during the year ended March 31, 2017 includes gains from the revaluation of previously held equity interest relating to the acquisition of Youku (Note 4(h)). Investment income (loss) during the year ended March 31, 2018 includes gains from the revaluation of previously held equity interests relating to the acquisitions of Cainiao Network (Note 4(f)) and Intime (Note 4(g)). Investment income (loss) during the year ended March 31, 2019 includes gains from the revaluation of previously held equity interest relating to the acquisitions of Koubei (Note 4(c)) and Alibaba Pictures (Note 4(b)).

(ii)

This amount represents tax incentives relating to the research and development expenses of certain major operating subsidiaries in the PRC.

(iii)

This amount primarily represents valuation allowance against the deferred tax assets associated with operating losses, amortization of licensed copyrights and other timing differences which may not be realized as a tax benefit.

v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments (Tables)
12 Months Ended
Mar. 31, 2019
Alibaba Pictures  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

11,032

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

2,269

License

 

934

Developed technology and patents

 

533

Trade names, trademarks and domain names

 

221

Goodwill

 

20,052

Deferred tax liabilities

 

(844)

Noncontrolling interests (iii)

 

(16,899)

Total

 

17,298

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

 

- cash consideration

 

1,069

- fair value of previously held equity interests

 

16,229

Total

 

17,298

 

(i)

Net assets acquired primarily included cash, cash equivalents and short-term investments of RMB4,444 million and investment securities of RMB4,365 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 15 years and a weighted-average amortization period of 11.3 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the market price per share as of the acquisition date.

Ele.me  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net liabilities assumed (i)

 

(6,327)

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

13,702

Trade names, trademarks and domain names

 

5,764

Non-compete agreements

 

4,188

Developed technology and patents

 

1,415

Goodwill

 

34,572

Deferred tax liabilities

 

(481)

Noncontrolling interests (iii)

 

(5,015)

Total

 

47,818

 

 

 

 

 

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

 

‑ cash consideration

 

30,133

‑ contingent cash consideration (iv)

 

4,790

‑ fair value of previously held equity interests

 

12,895

Total

 

47,818

 

(i)

Net liabilities assumed primarily included payables to merchants and other logistics providers of RMB4,259 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding ten years and a weighted-average amortization period of 5.8 years.

(iii)

Fair value of the noncontrolling interests was estimated based on the equity value of Ele.me derived by the purchase consideration, adjusted for a discount for control premium.

(iv)

The amount is payable contingent upon the satisfaction of certain non-compete provisions by the respective selling equity holders, and will not exceed RMB4,790 million.

Koubei  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

3,534

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

18,330

Trade names, trademarks and domain names

 

1,158

Developed technology and patents

 

322

Goodwill

 

36,544

Deferred tax liabilities

 

(2,372)

Noncontrolling interests (iii)

 

(17,682)

Total

 

39,834

 

 

 

 

 

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

 

‑ cash consideration

 

3,196

‑ non-cash consideration

 

14,648

‑ fair value of previously held equity interests

 

21,990

Total

 

39,834

 

(i)

Net assets acquired primarily included cash and cash equivalents of RMB4,475 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 13 years and a weighted-average amortization period of 6.3 years.

(iii)

Fair value of the noncontrolling interests as of the acquisition date was estimated based on the purchase price to acquire newly issued preferred shares of Local Services Holdco that was paid by new and existing investors in December 2018, with certain adjustments made to reflect other factors that may affect the fair value estimation.

Trendyol  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

1,009

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

660

User base and customer relationships

 

388

Developed technology and patents

 

30

Goodwill

 

3,938

Deferred tax liabilities

 

(228)

Noncontrolling interests (iii)

 

(817)

Total

 

4,980

 

(i)

Net assets acquired primarily included cash and cash equivalents of RMB1,206 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 15 years and a weighted-average amortization period of 12.5 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date, adjusted for a discount for control premium, and includes the fair value of an option granted to the founders of Trendyol to acquire additional interests in Trendyol from the Company as of the date of acquisition.

Kaiyuan  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

2,750

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

203

Goodwill

 

1,047

Deferred tax liabilities

 

(638)

Total

 

3,362

 

(i)

Net assets acquired primarily included property and equipment of RMB3,458 million and bank borrowings of RMB651 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods of ten years.

Cainiao Network  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

23,937

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

9,344

Trade names, trademarks and domain names

 

4,965

Developed technology and patents

 

459

Goodwill

 

32,418

Deferred tax assets

 

920

Deferred tax liabilities

 

(5,197)

Noncontrolling interests (iii)

 

(33,189)

Total

 

33,657

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

  

‑ cash consideration

 

5,322

‑ fair value of previously held equity interests

 

28,335

Total

 

33,657

 

(i)

Net assets acquired primarily included the cash consideration of RMB5,322 million, property and equipment of RMB15,144 million and bank borrowings of RMB5,288 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 16 years and a weighted-average amortization period of 14.3 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date.

Intime  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

20,920

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

1,131

User base and customer relationships

 

72

Developed technology and patents

 

16

Goodwill

 

4,757

Deferred tax liabilities

 

(2,790)

Noncontrolling interests (iii)

 

(6,301)

Total

 

17,805

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

 

- cash consideration

 

11,131

- fair value of previously held equity interests

 

6,674

Total

 

17,805

 

(i)

Net assets acquired primarily included property and equipment of RMB23,492 million and bank borrowings of RMB4,110 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding eleven  years and a weighted-average amortization period of 10.1 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price of HK$10.00 per share in the privatization.

Youku  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net assets acquired (i)

 

5,923

Amortizable intangible assets (ii)

 

  

Trade names, trademarks and domain names

 

4,047

User base and customer relationships

 

284

Developed technology and patents

 

143

Others

 

175

Goodwill

 

26,395

Deferred tax assets

 

73

Deferred tax liabilities

 

(1,167)

Noncontrolling interests (iii)

 

(773)

Total

 

35,100

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

  

- cash consideration

 

28,724

- fair value of previously held equity interests

 

6,376

Total

 

35,100

 

(i)

Net assets acquired primarily included cash and cash equivalents and short-term interest-bearing deposits with total balance of RMB5,857 million and licensed copyrights of RMB703 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 20 years and a weighted-average amortization period of 17.4 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price of US$27.60 per ADS in the step acquisition.

Lazada  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net assets acquired

 

2,874

Amortizable intangible assets (i)

 

  

User base and customer relationships

 

2,014

Non-compete agreements

 

959

Trade names, trademarks and domain names

 

292

Developed technology and patents

 

79

Goodwill

 

5,216

Deferred tax assets

 

616

Deferred tax liabilities

 

(1,027)

Noncontrolling interests (ii)

 

(4,416)

Total

 

6,607

 

(i)

Acquired amortizable intangible assets had estimated amortization periods not exceeding three years and a weighted-average amortization period of 2.5 years.

(ii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date. The noncontrolling interests is classified as mezzanine equity due to certain put and call arrangements with other Lazada shareholders.

Other acquisitions, summarized  
Acquisition  
Schedule of the allocation of the purchase price as of the date of acquisition

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Net assets (liabilities)

    

2,315

    

(58)

    

2,133

Identifiable intangible assets

 

2,903

 

411

 

2,560

Deferred tax liabilities

 

(412)

 

(60)

 

(545)

 

 

4,806

 

293

 

4,148

Noncontrolling interests and mezzanine equity

 

(8,365)

 

(77)

 

(2,993)

Net identifiable (liabilities) assets

 

(3,559)

 

216

 

1,155

Goodwill

 

11,797

 

618

 

6,465

Total purchase consideration

 

8,238

 

834

 

7,620

Fair value of previously held equity interests

 

(1,169)

 

(133)

 

(1,778)

Purchase consideration settled

 

(6,602)

 

(575)

 

(5,053)

Contingent/deferred consideration as of year end

 

467

 

126

 

789

 

 

 

 

 

 

 

Total purchase consideration is comprised of:

 

 

 

 

 

 

- cash consideration

 

7,069

 

701

 

5,842

- fair value of previously held equity interests

 

1,169

 

133

 

1,778

Total

 

8,238

 

834

 

7,620

 

v3.19.3
Risks and contingencies
12 Months Ended
Mar. 31, 2019
Risks and contingencies  
Risks and contingencies

24.Risks and contingencies

(a)The Company is incorporated in the Cayman Islands and considered as a foreign entity under PRC laws. Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, the Company conducts its Internet businesses and other businesses through various contractual arrangements with VIEs that are held by PRC citizens or by PRC entities owned and/or controlled by PRC citizens. The VIEs hold the licenses and approvals that are essential for their business operations in the PRC and the Company has entered into various agreements with the VIEs and their equity holders such that the Company has the right to benefit from their licenses and approvals and generally has control of the VIEs. In the Company’s opinion, the current ownership structure and the contractual arrangements with the VIEs and their equity holders as well as the operations of the VIEs are in substantial compliance with all existing PRC laws, rules and regulations. However, there may be changes and other developments in PRC laws, rules and regulations. Accordingly, the Company gives no assurance that PRC government authorities will not take a view in the future that is contrary to the opinion of the Company. If the current ownership structure of the Company and its contractual arrangements with the VIEs and their equity holders were found to be in violation of any existing or future PRC laws or regulations, the Company’s ability to conduct its business could be impacted and the Company may be required to restructure its ownership structure and operations in the PRC to comply with the changes in the PRC laws which may result in deconsolidation of the VIEs.

(b)The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Company to operate or invest in online and mobile commerce or other Internet related businesses, representing the principal services provided by the Company, in the PRC. The information and technology industries are highly regulated. Restrictions are currently in place or are unclear regarding what specific segments of these industries foreign owned enterprises, like the Company, may operate. If new or more extensive restrictions were imposed on the segments in which the Company is permitted to operate, the Company could be required to sell or cease to operate or invest in some or all of its current businesses in the PRC.

(c)The Company’s sales, purchase and expense transactions are generally denominated in RMB and a significant portion of the Company’s assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, 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 Company in the PRC must be processed through the PBOC or other PRC foreign exchange regulatory bodies and require certain supporting documentation in order to effect the remittance. If the foreign exchange control system prevents the Company from obtaining sufficient foreign currencies to satisfy its currency demands, the Company may not be able to pay dividends in foreign currencies and the Company’s ability to fund its business activities that are conducted in foreign currencies could be adversely affected.

(d)Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and cash equivalents, short-term investments, restricted cash and investment securities. As of March 31, 2017, 2018 and 2019, substantially all of the Company’s cash and cash equivalents, short-term investments and restricted cash were held by major financial institutions located worldwide, including Hong Kong and the PRC. If the banking system or the financial markets deteriorate or become volatile, the financial institutions and other issuers of financial instruments held by the Company could become insolvent and the markets for these instruments could become illiquid, in which case the Company could lose some or all of the value of its investments.

(e)During the years ended March 31, 2017, 2018 and 2019, the Company offered a trade assurance program on the international wholesale marketplaces at no charge to the wholesale buyers and sellers. If the wholesale sellers who participate in this program do not deliver the products in their stated specifications to the wholesale buyers on schedule, the Company may compensate the wholesale buyers for their losses on behalf of the wholesale sellers up to a pre-determined amount following a review of each particular case. In turn, the Company will seek a full reimbursement from the wholesale sellers for the prepaid reimbursement amount, yet the Company is exposed to a risk over the collectability of the reimbursement from the wholesale sellers. During the years ended March 31, 2017, 2018 and 2019, the Company did not incur any material losses with respect to the compensation provided under this program. Given that the maximum compensation for each wholesale seller is pre-determined based on their individual risk assessments by the Company considering their credit profile or other relevant information, the Company determined that the likelihood of material default on the payments are not probable and therefore no provisions have been made in relation to this program.

(f)In the ordinary course of business, the Company makes strategic investments in privately held companies and listed securities to increase the service offerings and expand capabilities. The Company continually reviews its investments to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors which the Company considers in its determination include the length of time that the fair value of the investment is below the Company’s 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. Fair value of the listed securities is subject to volatility and may be materially affected by market fluctuations. If the decline in fair value is significant and other-than-temporary, the carrying value of the investment is written down to its fair value and this may negatively impact the results of operations of the Company.

(g)In the ordinary course of business, the Company is from time to time involved in legal proceedings and litigations relating to disputes relating to trademarks and other intellectual property, among others. As of March 31, 2019, the Company accrued a  settlement provision of US$250 million (RMB1,679 million) for the settlement of a U.S. federal class action lawsuit in exchange for a full release of all claims brought in the lawsuit that has been pending since January 2015 (Note 18). Except for the above, there are no legal proceedings and litigations that have in the recent past had, or to the Company’s knowledge, are probable to have, a material impact on the Company’s financial positions, results of operations or cash flows. Except for the above, the Company did not accrue any other material loss contingencies in this respect as of March 31, 2017, 2018 and 2019.

v3.19.3
Investments in equity investees
12 Months Ended
Mar. 31, 2019
Investments in equity investees  
Investments in equity investees

13.Investments in equity investees

 

 

 

 

 

 

 

 

 

    

Cost method

    

Equity method

    

Total

 

 

(in millions of RMB)

Balance as of April 1, 2017

 

35,404

 

84,964

 

120,368

Additions (i)

 

34,121

 

26,391

 

60,512

Share of results, other comprehensive income and other reserves (ii)

 

 —

 

(3,660)

 

(3,660)

Disposals

 

(3,051)

 

(474)

 

(3,525)

Transfers (iii)

 

(1,725)

 

(9,011)

 

(10,736)

Impairment loss (iv)

 

(1,753)

 

(18,153)

 

(19,906)

Foreign currency translation adjustments

 

(3,054)

 

(299)

 

(3,353)

Balance as of March 31, 2018

 

59,942

 

79,758

 

139,700

Transfer of cost method investments  (v)

 

(59,942)

 

 —

 

(59,942)

Balance as of April 1, 2018

 

 —

 

79,758

 

79,758

Additions (i)

 

 —

 

14,360

 

14,360

Share of results, other comprehensive income and other reserves (ii)

 

 —

 

1,905

 

1,905

Disposals

 

 —

 

(1,160)

 

(1,160)

Transfers (iii)

 

 —

 

(10,153)

 

(10,153)

Impairment loss (iv)

 

 —

 

(493)

 

(493)

Foreign currency translation adjustments

 

 —

 

237

 

237

Balance as of March 31, 2019

 

 —

 

84,454

 

84,454

 

(i)

Details of the significant additions of the investments in equity investees are set out in Note 4.

(ii)

Share of results, other comprehensive income and other reserves include the share of results of the equity investees, the gain or loss arising from the deemed disposal of the equity investees and the amortization of basis differences. The amount excludes the expenses relating to the share-based awards underlying the equity of the Company and Ant Financial granted to employees of certain equity investees (Note 8(d)).

(iii)

During the year ended March 31, 2018, transfers under the equity method were primarily related to the consolidation of Cainiao Network (Note 4(f)) and Intime (Note 4(g)) upon the acquisition of control by the Company.

During the year ended March 31, 2019, transfers under the equity method were primarily related to the consolidation of Alibaba Pictures (Note 4(b)).

(iv)

Impairment charges in connection with the equity method investments of RMB245 million, RMB18,153 million and RMB493 million were recorded in share of results of equity investees in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively.

Impairment charges in connection with the cost method investments of RMB2,125 million and RMB1,753 million were recorded in interest and investment income, net in the consolidated income statements for the years ended March 31, 2017 and 2018, respectively.

Out of the impairment charges relating to the equity method investments for the year ended March 31, 2018, RMB18,116 million was related to the Company’s investment in Alibaba Pictures (Note 4(b)). The fair value measurements with respect to the impairments of other equity investees were individually insignificant and utilized a number of different unobservable inputs not subject to meaningful aggregation.

(v)Upon the adoption of ASU 2016-01, the Company no longer accounts for certain other equity investments in privately held companies over which the Company neither has control nor significant influence through investment in common stock or in-substance common stock using the cost method, and RMB59,942 million were reclassified into investment securities (Note 11) as of April 1, 2018.

As of March 31, 2018, cost method investments with an aggregate carrying amount of RMB30,318 million have appreciated in value and the Company estimated the fair value to be approximately RMB61,936 million. As of the same date, for certain other cost method investments with an aggregate carrying amount of RMB29,624 million, the Company identified no events or changes in circumstances that may have a significant adverse effect on the fair value of the investments and determined that it is not practicable to estimate their fair values.

As of March 31, 2019, equity method investments with an aggregate carrying amount of RMB56,463 million that are publicly traded have increased in value and the total market value of these investments amounted to RMB72,200 million.

For the years ended March 31, 2017, 2018 and 2019, equity method investments held by the Company in aggregate have met the significance criteria as defined under Rule 4-08 (g) of Regulation S-X. As such, the Company is required to present summarized financial information for all of its equity method investments as a group as follows:

 

 

 

 

 

 

 

 

    

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Operating data:

 

 

 

 

 

 

Revenue

 

125,701

 

284,706

 

488,775

Cost of revenue

 

(109,790)

 

(242,068)

 

(405,074)

(Loss) Income from operations

 

(9,071)

 

(7,072)

 

3,840

Net (loss) income

 

(6,743)

 

195

 

2,923

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Balance sheet data:

 

 

 

 

Current assets

 

200,742

 

257,502

Non-current assets

 

184,310

 

222,484

Current liabilities

 

162,340

 

205,272

Non-current liabilities

 

26,107

 

34,191

Noncontrolling interests and mezzanine equity

 

16,586

 

10,151

 

v3.19.3
Deferred revenue and customer advances
12 Months Ended
Mar. 31, 2019
Deferred revenue and customer advances  
Deferred revenue and customer advances

17.Deferred revenue and customer advances

Deferred revenue and customer advances primarily represent service fees prepaid by merchants or customers for which the relevant services have not been provided. The respective balances are as follows:

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Deferred revenue

 

13,350

 

18,448

Customer advances

 

9,940

 

13,814

 

 

23,290

 

32,262

Less: current portion

 

(22,297)

 

(30,795)

Non-current portion

 

993

 

1,467

 

All service fees received in advance are initially recorded as customer advances. These amounts are transferred to deferred revenue upon commencement of the provision of services by the Company and are recognized in the consolidated income statements in the period in which the services are provided. In general, service fees received in advance are non-refundable after the amounts are transferred to deferred revenue. Substantially all of the balances of deferred revenue and customer advances are generally recognized as revenue within one year. The amount of revenue recognized during the year ended March 31, 2019 from performance obligations satisfied (or partially satisfied) in previous periods is not material.

v3.19.3
Related party transactions
12 Months Ended
Mar. 31, 2019
Related party transactions  
Related party transactions

21.Related party transactions

During the years ended March 31, 2017, 2018 and 2019, other than disclosed elsewhere, the Company had the following material related party transactions:

Transactions with Ant Financial and its affiliates

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Amounts earned by the Company

 

 

 

 

 

 

Profit Share Payments (i)

 

2,086

 

3,444

 

517

SME Annual Fee (ii)

 

847

 

956

 

954

Administrative and support services (iii)

 

531

 

676

 

1,017

Commission on transactions (iii)

 

409

 

497

 

591

Cloud computing revenue (iii)

 

264

 

482

 

761

Other amounts earned (iii)

 

144

 

529

 

898

 

 

4,281

 

6,584

 

4,738

 

 

 

 

 

 

 

Amounts incurred by the Company

 

 

 

 

 

 

Payment processing fee (iv)

 

5,487

 

6,295

 

8,252

Other amounts incurred (iii)

 

952

 

1,894

 

1,328

 

 

6,439

 

8,189

 

9,580

 

(i)

In 2014, the Company entered into the 2014 IPLA with Ant Financial. Under the 2014 IPLA, the Company receives the Profit Share Payments amounting to the sum of an expense reimbursement plus 37.5% of the consolidated pre-tax income of Ant Financial, subject to certain adjustments (Note 4(a)).

Profit Share Payments were recognized in consolidated income statements, net of the costs incurred for the provision of the software technology services reimbursed by Ant Financial. The amounts reimbursed by Ant Financial to the Company were RMB245 million, RMB37 million and RMB106 million for the years ended March 31, 2017, 2018 and 2019, respectively.

(ii)

The Company entered into software system use and service agreements with Ant Financial in 2014. In calendar years 2016 to 2017, the Company received the SME Annual Fee equal to 2.5% of the average daily balance of the SME loans made by Ant Financial and its affiliates. In calendar years 2018 to 2021, the Company received or will receive the SME Annual Fee equal to the amount paid in calendar year 2017 (Note 4(a)).

(iii)

The Company has other commercial arrangements, treasury management arrangements and cost sharing arrangements with Ant Financial, its subsidiaries and affiliates on various sales and marketing, cloud computing, treasury management, and other administrative and support services.

In addition, the Company entered into agreements with Ant Financial and its affiliates under which the Company receives a cash reimbursement for RSUs and options relating to the certain shares granted to employees of Ant Financial, its subsidiaries and affiliates, upon the vesting of the RSUs and options.

(iv)

The Company and Alipay, among others, entered into a commercial agreement in 2011 whereby the Company receives payment processing services in exchange for a payment processing fee, which was recognized in cost of revenue.

As of March 31, 2018 and 2019, the Company had certain amounts of cash and short-term investments held in accounts managed by Alipay.

Transactions with Cainiao Network

The Company has commercial arrangements with Cainiao Network to receive certain logistics services. Expenses incurred in connection with the logistics services provided by Cainiao Network of RMB4,444 million and RMB3,437 million were recorded in the consolidated income statements for the year ended March 31, 2017 and for the period from April 1, 2017 to the date of consolidation of Cainiao Network in October 2017, respectively.

The Company also has cost sharing and other services arrangements with Cainiao Network and its subsidiaries primarily related to various administrative and support services. In connection with these services provided by the Company, RMB152 million and RMB123 million were recorded in the consolidated income statements for the year ended March 31, 2017 and for the period from April 1, 2017 to the date of consolidation of Cainiao Network in October 2017, respectively.

Transactions with Weibo Corporation (“Weibo”)

The strategic collaboration agreement and the marketing cooperation agreement that were entered into between the Company and Weibo, an equity investee of the Company, expired in January 2016. Expenses incurred in connection with the marketing services provided by Weibo pursuant to these agreements and other commercial arrangements of RMB340 million, RMB615 million and RMB624 million were recorded in the cost of revenue and sales and marketing expenses in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively.

The Company also has other commercial arrangements with Weibo primarily related to cloud computing services. In connection with these services provided by the Company, RMB105 million, RMB223 million and RMB304 million were recorded in revenue in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively.

Transactions with other investees

Cainiao Network has commercial arrangements with certain investees of the Company related to logistics services. Revenues recognized in connection with these services of RMB72 million and RMB261 million were recorded in the consolidated income statements for the period from the date of consolidation of Cainiao Network in October 2017 to March 31, 2018 and the year ended March 31, 2019, respectively. Expenses incurred in connection with these services of RMB5,608 million and RMB12,933 million were recorded in the consolidated income statements for the same periods, respectively.

The Company has extended loans to certain of the Company’s investees for working capital and other uses in conjunction with the Company’s investments. As of March 31, 2019, the aggregate outstanding balance of these loans was RMB2,543 million, with durations generally ranging from one month to ten years and interest rates of up to 10% per annum.

Repurchase of ordinary shares from SoftBank

In June 2016, the Company entered into a share purchase agreement with SoftBank, pursuant to which the Company repurchased 27,027,027 ordinary shares from SoftBank at US$74.00 per share (before the Share Subdivision as detailed in Note 2(a)) for an aggregate consideration of approximately US$2.0 billion. These ordinary shares were cancelled upon the completion of the transaction.

Other transactions

The Company’s digital economy offers different platforms on which different enterprises operate and the Company believes that all transactions on the Company’s platforms are conducted on terms obtained in arms-length transactions with similar unrelated parties.

Other than the transactions disclosed above or elsewhere in the consolidated financial statements, the Company has commercial arrangements with SoftBank, its investees and other related parties to provide and receive certain marketing, logistics, traffic acquisition, cloud computing and other services and products. The amounts relating to these services provided and received represent less than 1% of the Company’s revenue and total costs and expenses, respectively, for the years ended March 31, 2017, 2018 and 2019.

In addition, the Company has made certain acquisitions and equity investments together with related parties from time to time during the years ended March 31, 2017, 2018 and 2019. The agreements for acquisitions and equity investments were entered into by the parties involved and conducted on fair value basis. The significant acquisitions and equity investments together with related parties are included in Note 4.

v3.19.3
Investment securities and fair value disclosure - Rollforward of liabilities (Details) - Contingent consideration in relation to investments and acquisitions - Level 3 - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Contingent consideration in relation to investments and acquisitions    
Balance at beginning ¥ 120 ¥ 921
Payment   (770)
Net decrease in fair value (45) (17)
Additions 4,790  
Foreign currency translation adjustments 257 (14)
Balance at end ¥ 5,122 ¥ 120
v3.19.3
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
¥ in Millions, $ in Millions
Total shareholders' equity
CNY (¥)
Ordinary Shares
CNY (¥)
shares
Additional paid-in capital
CNY (¥)
Treasury shares
CNY (¥)
Restructuring reserve
CNY (¥)
Subscription receivables
CNY (¥)
Statutory reserves
CNY (¥)
Cumulative translation adjustments
CNY (¥)
Unrealized gains (losses) on available-for-sale securities, interest rate swaps and others
CNY (¥)
Retained earnings
CNY (¥)
Noncontrolling interest
CNY (¥)
USD ($)
shares
CNY (¥)
shares
Balance at Mar. 31, 2016 ¥ 216,987 ¥ 1 ¥ 132,206 ¥ 0 ¥ (888) ¥ (172) ¥ 3,244 ¥ (1,050) ¥ 4,894 ¥ 78,752 ¥ 32,552   ¥ 249,539
Balance (in shares) at Mar. 31, 2016 | shares [1]   19,791,422,872                      
Increase (Decrease) in Stockholders' Equity                          
Foreign currency translation adjustment (2,307)         (17)   (2,612) 322   99   (2,208)
Net change in unrealized gains on available-for-sale securities 2,105               2,105       2,105
Share of additional paid-in capital and other comprehensive income of equity method investees 2,199   1,419           780       2,199
Change in fair value of forward exchange contracts under hedge accounting 169               169       169
Change in fair value of interest rate swaps under hedge accounting and others 433               433       433
Net income for the year 43,675                 43,675 (488)   43,187
Deconsolidation of subsidiaries 44             44         44
Acquisition of subsidiaries                     9,209   9,209
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans 701   575     126             701
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans (in shares) | shares [1]   449,325,240                      
Repurchase and retirement of ordinary shares (13,182)   (149)             (13,033)     (13,182)
Repurchase and retirement of ordinary shares (in shares) | shares [1]   (216,432,112)                      
Transactions with noncontrolling interests 210   210               571   781
Amortization of compensation cost 15,610   15,610               487   16,097
Tax benefits from share-based awards 689   689                   689
Issuance of ordinary shares (Note 4(y)) 11,189   14,012 (2,823)                 11,189
Issuance of ordinary shares (Note 4(y)) (in shares) | shares [1]   210,597,512                      
Exercise of right of subscription by noncontrolling interest for Partner Capital Investment Plan (Note 8(c))                     100   100
Appropriation to statutory reserves             836     (836)      
Others 277   13   264           (200)   77
Balance at Mar. 31, 2017 278,799 ¥ 1 164,585 (2,823) (624) (63) 4,080 (3,618) 8,703 108,558 42,330   321,129
Balance (in shares) at Mar. 31, 2017 | shares [1]   20,234,913,512                      
Increase (Decrease) in Stockholders' Equity                          
Foreign currency translation adjustment (328)         14   24 (366)   (463)   (791)
Net change in unrealized gains on available-for-sale securities 1,212               1,212   (1)   1,211
Share of additional paid-in capital and other comprehensive income of equity method investees (1,455)   (525)           (930)       (1,455)
Change in fair value of forward exchange contracts under hedge accounting (85)               (85)       (85)
Change in fair value of interest rate swaps under hedge accounting and others 143               143       143
Net income for the year 64,093                 64,093 (1,751)   62,342
Acquisition of subsidiaries                     40,087   40,087
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans 3,831   3,945     (114)             3,831
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans (in shares) | shares [1]   340,525,232                      
Transactions with noncontrolling interests (186)   (186)               (10,513)   (10,699)
Amortization of compensation cost 19,053   19,053               1,039   20,092
Partial disposal of the Company's shares by Suning (Note 4(y)) 590     590                 590
Appropriation to statutory reserves             298     (298)      
Others 155   (108)   263           (112)   43
Balance at Mar. 31, 2018 365,822 ¥ 1 186,764 (2,233) (361) (163) 4,378 (3,594) 8,677 172,353 70,616   ¥ 436,438
Balance (in shares) at Mar. 31, 2018 | shares   20,575,438,744 [1]                   20,575,438,744 20,575,438,744
Increase (Decrease) in Stockholders' Equity                          
Cumulative effect of change in accounting principle (Note (2(t))               (32) (8,164) 8,196      
Adjusted balance 365,822 ¥ 1 186,764 (2,233) (361) (163) 4,378 (3,626) 513 180,549 70,616   ¥ 436,438
Foreign currency translation adjustment 479         (12)   452 39   577   1,056
Share of additional paid-in capital and other comprehensive income of equity method investees 724   142         582         724
Change in fair value of interest rate swaps under hedge accounting and others (295)               (295)     $ (44) (295)
Net income for the year 87,886                 87,886 (7,214)   80,672
Acquisition of subsidiaries 7,515   7,515               49,805   57,320
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans 354   228     126             354
Issuance of shares, including exercise of share options and vesting of early exercised options and RSUs, including repayment of related employee loans (in shares) | shares [1]   208,011,512                      
Repurchase and retirement of ordinary shares (10,872)   (1,013)             (9,859)     (10,872)
Repurchase and retirement of ordinary shares (in shares) | shares [1]   (86,973,680)                      
Transactions with noncontrolling interests 3,412   3,412               406   3,818
Amortization of compensation cost 35,015   35,015               2,586   37,601
Disposal of the Company's shares by Suning (Note 4(y)) 2,233     2,233                 2,233
Appropriation to statutory reserves             690     (690)      
Others (16)   (280)   264           (450)   (466)
Balance at Mar. 31, 2019 ¥ 492,257 ¥ 1 ¥ 231,783 ¥ 0 ¥ (97) ¥ (49) ¥ 5,068 ¥ (2,592) ¥ 257 ¥ 257,886 ¥ 116,326 $ 90,681 ¥ 608,583
Balance (in shares) at Mar. 31, 2019 | shares   20,696,476,576 [1]                   20,696,476,576 20,696,476,576
[1] Note: The number of shares has been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Restructuring transaction (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Feb. 28, 2018
USD ($)
employee
Aug. 31, 2014
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
USD ($)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
USD ($)
Mar. 31, 2017
CNY (¥)
Dec. 31, 2014
Restructuring transaction                  
Amount of amortization of the excess value recorded     $ 39 ¥ 264   ¥ 264   ¥ 264  
Profit Share Payments                  
Restructuring transaction                  
Amounts earned by the Company       517   3,444   2,086  
Ant Financial | Planned issuance of equity interest                  
Restructuring transaction                  
Consideration for acquisition of equity interest before deducting expenses       12,200          
Ant Financial | Profit Share Payments                  
Restructuring transaction                  
Amounts earned by the Company       517   3,444   2,086  
Additional fee, as a percentage of pre-tax income                 37.50%
2014 SAPA | Director And Major Shareholder                  
Restructuring transaction                  
Value of restructured arrangement in excess of value of pre-existing arrangement, equity contribution by shareholder (in renminbi)   ¥ 1,300              
2014 SAPA | Ant Financial                  
Restructuring transaction                  
Expected term of the restructured arrangement   5 years              
Amount of amortization of the excess value recorded       264   264   264  
2014 SAPA | Ant Financial | Sale of SME loan business and certain other assets                  
Restructuring transaction                  
Cash consideration for sale of business   ¥ 3,219              
2014 SAPA | Ant Financial | SME Annual Fee                  
Restructuring transaction                  
SME annual fee term (in years)   7 years              
Annual fee as a percentage of the average daily balance (as a percent)   2.50%              
Amounts earned by the Company       ¥ 954   ¥ 956   ¥ 847  
2014 SAPA | Ant Financial | Planned issuance of equity interest                  
Restructuring transaction                  
Maximum percentage of equity interest of related party (as a percent)   33.00%              
2014 SAPA | Ant Financial | Removal of liquidity event payment obligation                  
Restructuring transaction                  
Percentage of the equity value of Ant Financial that Company may elect to receive (as a percent)   37.50%              
2014 SAPA | Ant Financial | Removal of liquidity event payment obligation | Maximum                  
Restructuring transaction                  
Company's equity interests in Ant Financial that must not be exceeded for the Company to receive one-time payment (as a percent)   33.00%              
2018 amendments | Ant Financial                  
Restructuring transaction                  
Percentage of the equity value of Ant Financial, Company agreed to purchase under planned acquisition (as a percent) 33.00%                
2018 SAPA | Ant Financial | Planned issuance of equity interest                  
Restructuring transaction                  
Issuance of new securities (as a percent) 33.00%                
2018 SAPA | Ant Financial | Pre-emptive rights | Maximum                  
Restructuring transaction                  
Consideration received from related party | $ $ 1,500                
2018 SAPA | Ant Financial | Corporate governance provisions                  
Restructuring transaction                  
Number of officers or employees | employee 2                
2014 IPLA | Ant Financial | Profit Share Payments                  
Restructuring transaction                  
Amounts earned by the Company | $     $ 517,000   $ 3,444,000   $ 2,086,000    
Additional fee, as a percentage of pre-tax income   37.50%              
v3.19.3
CONSOLIDATED INCOME STATEMENTS (Parenthetical)
Jul. 30, 2019
Jul. 29, 2019
CONSOLIDATED INCOME STATEMENTS    
ADS ratio 8 1
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments - Kaiyuan (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Apr. 30, 2018
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
The allocation of the purchase price at the date of acquisition          
Goodwill   $ 39,477 ¥ 264,935 ¥ 162,149 ¥ 125,420
Trade names, trademarks and domain names | Maximum          
The allocation of the purchase price at the date of acquisition          
Estimated amortization periods   20 years      
Kaiyuan          
Acquisition          
Percentage of equity interest acquired 100.00%        
Total investment consideration ¥ 3,362        
The allocation of the purchase price at the date of acquisition          
Net assets acquired 2,750        
Goodwill 1,047        
Deferred tax liabilities (638)        
Total 3,362        
Property and equipment 3,458        
Bank borrowings ¥ 651        
Kaiyuan | Maximum          
The allocation of the purchase price at the date of acquisition          
Estimated amortization periods 10 years        
Kaiyuan | Trade names, trademarks and domain names          
The allocation of the purchase price at the date of acquisition          
Amortizable intangible assets ¥ 203        
v3.19.3
Investments in equity investees- summarized financial information of equity method investments (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Operating data:      
Revenue ¥ 488,775 ¥ 284,706 ¥ 125,701
Cost of revenue (405,074) (242,068) (109,790)
(Loss) Income from operations 3,840 (7,072) (9,071)
Net (loss) income 2,923 195 ¥ (6,743)
Balance sheet data:      
Current assets 257,502 200,742  
Non-current assets 222,484 184,310  
Current liabilities 205,272 162,340  
Non-current liabilities 34,191 26,107  
Noncontrolling interests and mezzanine equity ¥ 10,151 ¥ 16,586  
v3.19.3
Goodwill (Tables)
12 Months Ended
Mar. 31, 2019
Goodwill  
Schedule of changes in the carrying amount of goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

Total

 

 

(in millions of RMB)

Balance as of April 1, 2017

 

79,855

 

368

 

40,521

 

4,676

 

125,420

Additions (i)

 

37,458

 

 —

 

335

 

 —

 

37,793

Impairment

 

 —

 

 —

 

(494)

 

 —

 

(494)

Foreign currency translation adjustments

 

(515)

 

 —

 

(55)

 

 —

 

(570)

Balance as of March 31, 2018

 

116,798

 

368

 

40,307

 

4,676

 

162,149

Additions (i)

 

80,760

 

1,118

 

20,165

 

575

 

102,618

Foreign currency translation adjustments

 

157

 

(25)

 

36

 

 —

 

168

Balance as of March 31, 2019

 

197,715

 

1,461

 

60,508

 

5,251

 

264,935

 

(i)During the year ended March 31, 2018, additions under the core commerce segment were primarily related to the acquisition of Cainiao Network (Note 4(f)).

During the year ended March 31, 2019, additions under the core commerce segment and the digital media and entertainment segment were primarily related to the acquisitions of Koubei and Ele.me (Note 4(c)) and the acquisition of Alibaba Pictures (Note 4(b)), respectively.

v3.19.3
Accrued expenses, accounts payable and other liabilities (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Current:      
Payables and accruals for cost of revenue and sales and marketing expenses   ¥ 51,958 ¥ 40,363
Accrued bonus and staff costs, including sales commission   14,034 11,212
Payable to merchants and third party marketing affiliates   12,554 6,584
Other deposits and advances received   10,447 6,271
Payables and accruals for purchases of property and equipment   5,548 6,095
Amounts due to related companies   4,570 1,996
Other taxes payable   3,448 2,382
Contingent and deferred consideration in relation to investments and acquisitions   3,301 807
Accrued professional services and administrative expenses   2,361 1,371
Accrued donations   1,738 1,215
Accrual for interest expense   924 885
Others   6,828 1,984
Current accrued expenses, accounts payable and other liabilities $ 17,540 117,711 81,165
Non-current:      
Contingent and deferred consideration in relation to investments and acquisitions   3,872 408
Others   2,315 1,637
Other liabilities 922 6,187 ¥ 2,045
Other current liabilities      
Current:      
Settlement provision $ 250 ¥ 1,679  
v3.19.3
Unsecured senior notes- Maturity schedule (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
USD ($)
Mar. 31, 2018
CNY (¥)
Level 2        
Unsecured senior notes        
Fair value $ 13,679 ¥ 91,964 $ 13,317 ¥ 83,590
Unsecured senior notes        
Future principal payments        
Within 1 year   15,127    
Between 2 to 3 years   10,084    
Between 4 to 5 years   4,706    
Thereafter   62,189    
Total principal amount   ¥ 92,106   ¥ 85,996
v3.19.3
Prepayments, receivables and other assets (Tables)
12 Months Ended
Mar. 31, 2019
Prepayments, receivables and other assets  
Schedule of components of prepayments, receivables and other assets

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Current:

 

 

 

 

Accounts receivable, net of allowance

 

7,284

 

13,771

Inventories

 

4,535

 

8,534

Amounts due from related companies (i)

 

8,080

 

7,445

VAT receivables, net of allowance (ii)

 

8,915

 

7,347

Prepaid cost of revenue, sales and marketing and other expenses

 

4,283

 

7,049

Advances to/receivables from customers, merchants and others

 

3,700

 

4,689

Deferred direct selling costs (iii)

 

1,643

 

1,990

Licensed copyrights (Note 2(y))

 

964

 

1,126

Interest receivables

 

672

 

867

Loan receivables, net

 

419

 

490

Others

 

2,733

 

5,282

 

 

43,228

 

58,590

Non-current:

 

 

 

 

Prepayment for acquisition of property and equipment

 

5,933

 

7,643

Film costs and prepayment for licensed copyrights and others

 

5,614

 

7,205

Land use rights, net (iv)

 

9,377

 

6,419

Deferred tax assets (Note 7)

 

2,182

 

2,533

Fair value of interest rate swap contracts

 

542

 

331

Deferred direct selling costs (iii)

 

188

 

281

Others

 

2,438

 

3,606

 

 

26,274

 

28,018

 

(i)

Amounts due from related companies primarily represent balances arising from transactions with Ant Financial and its subsidiaries (Notes 4(a) and 21). The balances are unsecured, interest free and repayable within the next twelve months.

(ii)

VAT receivables mainly represent VAT receivable from relevant PRC tax authorities arising from the Company’s VAT refund service. The Company provides advance settlement of relevant VAT refund amounts to its customers prior to receiving the VAT refund from tax authorities. To provide this service, the Company relies on short-term banking facilities and takes on credit risk if the Company fails to recover the prepaid VAT amount.

(iii)

The Company is obligated to pay certain costs upon the receipt of membership fees from merchants or other customers, which primarily consist of sales commissions. The membership fees are initially deferred and recognized as revenue in the consolidated income statements in the period in which the services are rendered. As such, the related costs are also initially deferred and recognized in the consolidated income statements in the same period as the related service fees are recognized.

(iv)

As of March 31, 2019, the Company revised the presentation to report land use rights under prepayments, receivables and other assets on the consolidated balance sheet. Accordingly, land use rights, net as of March 31, 2018 in the amount of RMB9,377 million was reclassified to prepayments, receivables and other assets to conform with the current year presentation.

v3.19.3
Share-based awards (Tables)
12 Months Ended
Mar. 31, 2019
Share-based awards  
Schedule of share-based compensation expense by function

 

 

 

 

 

 

 

 

 

Year ended March 31, 

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Cost of revenue

 

3,893

 

5,505

 

8,915

Product development expenses

 

5,712

 

7,374

 

15,378

Sales and marketing expenses

 

1,772

 

2,037

 

4,411

General and administrative expenses

 

4,618

 

5,159

 

8,787

Total

 

15,995

 

20,075

 

37,491

 

RSUs  
Share-based awards  
Summary of changes in the RSUs

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

average

 

 

 

 

grant date

 

 

Number

 

fair value

 

    

of  RSUs

    

per RSU

 

 

 

 

US$

Awarded and unvested as of April 1, 2018

 

68,424,858

 

100.93

Granted

 

24,863,988

 

181.74

Vested

 

(24,337,392)

 

84.31

Cancelled/forfeited

 

(4,604,961)

 

135.06

Awarded and unvested as of March 31, 2019

 

64,346,493

 

136.00

Expected to vest as of March 31, 2019 (i)

 

53,175,748

 

134.59

 

(i)RSUs expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding RSUs.

Options  
Share-based awards  
Summary of changes in the share options

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

Weighted

 

 

 

 

exercise

 

average

 

    

Number

    

price

    

remaining

 

 

of share

 

per share

 

contractual

 

 

options

 

option

 

life

 

 

 

 

US$

 

(in years)

Outstanding as of April 1, 2018

 

7,938,015

 

70.10

 

4.5

Exercised

 

(795,809)

 

45.02

 

 

Cancelled/forfeited/expired

 

(25,000)

 

76.81

 

 

Outstanding as of March 31, 2019

 

7,117,206

 

72.88

 

3.7

Vested and exercisable as of March 31, 2019

 

3,258,039

 

75.32

 

3.6

Vested and expected to vest as of March 31, 2019 (i)

 

7,016,598

 

72.78

 

3.7

 

(i)

Share options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding share options.

Schedule of fair value assumptions

 

 

 

 

 

 

Year ended March 31,

 

    

2017

Risk-free interest rate (i)

 

1.23% – 1.30%

Expected dividend yield (ii)

 

0%

Expected life (years) (iii)

 

4.38

Expected volatility (iv)

 

31.7% – 33.2%

 

(i)

Risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected life of the share options in effect at the time of grant.

(ii)

Expected dividend yield is assumed to be nil as the Company has no history or expectation of paying a dividend on its ordinary shares.

(iii)

Expected life of share options is based on the average between the vesting period and the contractual term for each grant.

(iv)

Expected volatility is assumed based on the historical volatility of the Company’s comparable companies in the period equal to the expected life of each grant.

Partner Capital Investment Plan | Subscription rights  
Share-based awards  
Schedule of fair value assumptions

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

 

    

2017

    

2018

 

2019

 

Risk-free interest rate (i)

 

1.86

%  

2.07

%  

2.94

%

Expected dividend yield (ii)

 

 0

%  

 0

%  

 0

%

Expected life (years) (iii)

 

8.25

 

8.25

 

8.25

 

Expected volatility (iv)

 

39.0

%  

34.2

%  

33.0

%

 

(i)

Risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected life of the share-based awards in effect at the time of grant.

(ii)

Expected dividend yield is assumed to be nil as the Company has no history or expectation of paying a dividend on its ordinary shares.

(iii)

Expected life of the rights is based on management’s estimate on timing of redemption for ordinary shares by the participants.

(iv)

Expected volatility is assumed based on the historical volatility of the Company’s comparable companies in the period equal to expected life of each right.  

v3.19.3
Share-based awards- Expense by function (Details) - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Share-based awards      
Share-based compensation expense ¥ 37,491 ¥ 20,075 ¥ 15,995
Cost of revenue      
Share-based awards      
Share-based compensation expense 8,915 5,505 3,893
Product development expenses      
Share-based awards      
Share-based compensation expense 15,378 7,374 5,712
Sales and marketing expenses      
Share-based awards      
Share-based compensation expense 4,411 2,037 1,772
General and administrative expenses      
Share-based awards      
Share-based compensation expense ¥ 8,787 ¥ 5,159 ¥ 4,618
v3.19.3
Revenue- By type (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Revenue by type of service        
Revenue $ 56,152 ¥ 376,844 ¥ 250,266 ¥ 158,273
Customer management services        
Revenue by type of service        
Revenue   165,616 128,898 89,287
P4P and display marketing        
Revenue by type of service        
Revenue   151,654 119,822 83,581
Other customer management services        
Revenue by type of service        
Revenue   13,962 9,076 5,706
Commission        
Revenue by type of service        
Revenue   81,086 52,411 37,848
Membership fees        
Revenue by type of service        
Revenue   19,139 13,823 10,638
Logistics services        
Revenue by type of service        
Revenue   23,397 6,759  
Cloud computing services        
Revenue by type of service        
Revenue   24,702 13,390 6,663
Sales of goods        
Revenue by type of service        
Revenue   46,942 18,719 3,889
Other revenue        
Revenue by type of service        
Revenue   ¥ 15,962 ¥ 16,266 ¥ 9,948
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Other acquisitions (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Other acquisitions          
Goodwill   ¥ 162,149 ¥ 125,420 $ 39,477 ¥ 264,935
Total purchase price is comprised of:          
- cash consideration ¥ 48,206 17,300 41,836    
Other acquisitions, summarized          
Other acquisitions          
Net assets (liabilities)   (58) 2,315   2,133
Identifiable intangible assets   411 2,903   2,560
Deferred tax liabilities   (60) (412)   (545)
Subtotal   293 4,806   4,148
Noncontrolling interests and mezzanine equity   (77) (8,365)   (2,993)
Net identifiable (liabilities) assets   216 (3,559)   1,155
Goodwill   618 11,797   6,465
Total   834 8,238   7,620
Fair value of previously held equity interests (1,778) (133) (1,169)    
Purchase consideration settled   (575) (6,602)   (5,053)
Contingent/deferred consideration as of year end   126 467   ¥ 789
Total purchase price is comprised of:          
- cash consideration 5,842 701 7,069    
- fair value of previously held equity interests 1,778 133 1,169    
Total 7,620 834 8,238    
Gain recognized in relation to the revaluation of previously held equity interest relating to the step acquisition ¥ 715 ¥ 133 ¥ 252    
v3.19.3
Share-based awards- RSUs (Details)
¥ in Millions
12 Months Ended
Mar. 31, 2019
$ / shares
Mar. 31, 2019
CNY (¥)
shares
Mar. 31, 2018
CNY (¥)
shares
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
shares
Weighted-average grant-date fair value per RSU          
Share-based compensation expense | ¥   ¥ 37,491 ¥ 20,075 ¥ 15,995  
RSUs          
Number of RSUs          
Awarded and unvested at beginning of year   68,424,858      
Granted   24,863,988      
Vested   (24,337,392)      
Cancelled/forfeited   (4,604,961)      
Awarded and unvested at end of year   64,346,493 68,424,858    
Expected to vest         53,175,748
Weighted-average grant-date fair value per RSU          
Awarded and unvested at beginning of year | $ / shares $ 100.93        
Granted | $ / shares 181.74        
Vested | $ / shares 84.31        
Cancelled/forfeited | $ / shares 135.06        
Awarded and unvested at end of year | $ / shares 136.00        
Expected to vest | $ / shares $ 134.59        
Unamortized compensation costs | ¥         ¥ 22,432
Weighted average period over which unamortized compensation costs expected be recognized   1 year 10 months 24 days      
Share-based compensation expense | ¥   ¥ 22,137 ¥ 16,165 ¥ 12,322  
RSUs | Non-employees          
Number of RSUs          
Awarded and unvested at beginning of year   1,983,785      
Awarded and unvested at end of year   1,878,835 1,983,785    
v3.19.3
Bank borrowings (Tables) - Bank borrowings
12 Months Ended
Mar. 31, 2019
Bank borrowings  
Analysis of bank borrowings

 

 

 

 

 

 

 

 

As of March 31

 

    

2018

    

2019

 

 

(in millions of RMB)

Current portion:

 

 

 

 

Short-term other borrowings (i)

 

6,028

 

7,356

 

 

 

 

 

Non-current portion:

 

 

 

 

US$4.0 billion syndicated loan denominated in US$ (ii)

 

24,957

 

26,780

Long-term other borrowings (iii)

 

9,196

 

8,647

 

 

34,153

 

35,427

 

(i)

As of March 31, 2018 and 2019, the Company had short-term borrowings from banks which were repayable within one year or on demand and charged interest rates ranging from 2.2% to 6.1% and 2.9% to 19.0% per annum, respectively. As of March 31, 2019, the weighted average interest rate of these borrowings was 4.1% per annum. The borrowings are primarily denominated in RMB or US$.

(ii)

As of March 31, 2018 and 2019, the Company had a five-year US$4.0 billion syndicated loan, which was entered into with a group of eight lead arrangers. The loan has a five-year bullet maturity and is priced at 110 basis points over LIBOR. The related floating interest payments are hedged by certain interest rate swap contracts entered into by the Company. The proceeds of the loan were used for general corporate and working capital purposes (including acquisitions). In May 2019, the loan terms were modified such that the interest rate of the loan was reduced to 85 basis points over LIBOR and the maturity of the loan was extended to May 2024.

(iii)

As of March 31, 2018 and 2019, the Company had long-term borrowings from banks with weighted average interest rates of approximately 4.5% and 4.6% per annum, respectively. The borrowings are all denominated in RMB.

Schedule of borrowings under the credit facilities are due

 

 

 

 

 

 

    

Principal amounts

 

    

(in millions of RMB)

Within 1 year

 

7,358

Between 1 to 2 years

 

841

Between 2 to 3 years

 

27,986

Between 3 to 4 years

 

577

Between 4 to 5 years

 

559

Beyond 5 years

 

5,576

 

 

42,897

 

v3.19.3
Segment information (Tables)
12 Months Ended
Mar. 31, 2019
Segment information  
Schedule of each segment's revenue, income from operations and adjusted EBITA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2017

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

133,880

 

6,663

 

14,733

 

2,997

 

158,273

 

 —

 

158,273

Income (Loss) from operations

 

74,180

 

(1,681)

 

(9,882)

 

(6,798)

 

55,819

 

(7,764)

 

48,055

Add: share-based compensation expense

 

5,994

 

1,201

 

1,454

 

3,017

 

11,666

 

4,329

 

15,995

Add: amortization of intangible assets

 

2,258

 

 4

 

1,886

 

656

 

4,804

 

318

 

5,122

Adjusted EBITA (ii)

 

82,432

 

(476)

 

(6,542)

 

(3,125)

 

72,289

 

(3,117)

 

  

Adjusted EBITA margin (iii)

 

62

%  

(7)

%  

(44)

%  

(104)

%  

 

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2018

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

214,020

 

13,390

 

19,564

 

3,292

 

250,266

 

 —

 

250,266

Income (Loss) from operations

 

102,743

 

(3,085)

 

(14,140)

 

(6,901)

 

78,617

 

(9,303)

 

69,314

Add: share-based compensation expense

 

8,466

 

2,274

 

2,142

 

3,707

 

16,589

 

3,486

 

20,075

Add: amortization of intangible assets

 

2,891

 

12

 

3,693

 

198

 

6,794

 

326

 

7,120

Add: impairment of goodwill

 

 —

 

 —

 

 —

 

 —

 

 —

 

494

 

494

Adjusted EBITA (ii)

 

114,100

 

(799)

 

(8,305)

 

(2,996)

 

102,000

 

(4,997)

 

 

Adjusted EBITA margin (iii)

 

53

%

(6)

%

(42)

%

(91)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2019

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

Total

 

 

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

segments

    

Unallocated (i)

    

Consolidated

 

 

(in millions of RMB, except percentages)

Revenue

 

323,400

 

24,702

 

24,077

 

4,665

 

376,844

 

 —

 

376,844

Income (Loss) from operations

 

109,312

 

(5,508)

 

(20,046)

 

(11,795)

 

71,963

 

(14,879)

 

57,084

Add: share-based compensation expense

 

17,694

 

4,332

 

2,988

 

5,774

 

30,788

 

6,703

 

37,491

Add: amortization of intangible assets

 

9,161

 

18

 

1,262

 

50

 

10,491

 

236

 

10,727

Add: settlement of U.S. federal class action lawsuit

 

 —

 

 —

 

 —

 

 —

 

 —

 

1,679

 

1,679

Adjusted EBITA (ii)

 

136,167

 

(1,158)

 

(15,796)

 

(5,971)

 

113,242

 

(6,261)

 

 

Adjusted EBITA margin (iii)

 

42

%

(5)

%

(66)

%

(128)

%

 

 

 

 

 

 

Schedule of reconciliation from the adjusted EBITA to the consolidated net income

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Total Segments Adjusted EBITA

    

72,289

    

102,000

    

113,242

Unallocated (i)

 

(3,117)

 

(4,997)

 

(6,261)

Share-based compensation expense

 

(15,995)

 

(20,075)

 

(37,491)

Amortization of intangible assets

 

(5,122)

 

(7,120)

 

(10,727)

Impairment of goodwill

 

 

(494)

 

 —

Settlement of U.S. federal class action lawsuit

 

 —

 

 —

 

(1,679)

Consolidated income from operations

 

48,055

 

69,314

 

57,084

Interest and investment income, net

 

8,559

 

30,495

 

44,106

Interest expenses

 

(2,671)

 

(3,566)

 

(5,190)

Other income, net

 

6,086

 

4,160

 

221

Income tax expenses

 

(13,776)

 

(18,199)

 

(16,553)

Share of results of equity investees

 

(5,027)

 

(20,792)

 

566

Consolidated net income

 

41,226

 

61,412

 

80,234

 

 

 

 

 

 

 

 

Schedule of depreciation and amortization expenses of property and equipment and land use rights by segment

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Core commerce

 

2,124

 

3,784

 

6,672

Cloud computing

 

1,438

 

3,047

 

6,580

Digital media and entertainment

 

752

 

986

 

1,182

Innovation initiatives and others and unallocated (i)

 

970

 

972

 

528

Total depreciation and amortization expenses of property and equipment and land use rights

 

5,284

 

8,789

 

14,962

 

(i)

Unallocated expenses are primarily related to corporate administrative costs and other miscellaneous items that are not allocated to individual segments.

(ii)

Adjusted EBITA represents net income before (i) interest and investment income, net, other income, net, interest expense, income tax expenses and share of results of equity investees, (ii) certain non-cash expenses, consisting of share-based compensation expense, amortization of intangible assets and impairment of goodwill, and (iii) settlement of a U.S. federal class action lawsuit, which are not reflective of the Company’s core operating performance.

(iii)

Adjusted EBITA margin represents Adjusted EBITA divided by revenue.

v3.19.3
Segment information - Segment EBITA and Segment EBITDA (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Revenue $ 56,152 ¥ 376,844 ¥ 250,266 ¥ 158,273
Income (Loss) from operations 8,506 57,084 69,314 48,055
Add: share-based compensation expense   37,491 20,075 15,995
Add: amortization of intangible assets $ 1,599 10,727 7,120 5,122
Add: impairment of goodwill   0 494 0
Add: settlement of U.S. federal class action lawsuit   1,679    
Core commerce        
Revenue   323,400 214,020 133,880
Cloud computing        
Revenue   24,702 13,390 6,663
Digital media and entertainment        
Revenue   24,077 19,564 14,733
Add: impairment of goodwill     494  
Innovation initiatives and others        
Revenue   4,665 3,292 2,997
Total segments        
Revenue   376,844 250,266 158,273
Income (Loss) from operations   71,963 78,617 55,819
Add: share-based compensation expense   30,788 16,589 11,666
Add: amortization of intangible assets   10,491 6,794 4,804
Adjusted EBITA   113,242 102,000 72,289
Total segments | Core commerce        
Revenue   323,400 214,020 133,880
Income (Loss) from operations   109,312 102,743 74,180
Add: share-based compensation expense   17,694 8,466 5,994
Add: amortization of intangible assets   9,161 2,891 2,258
Adjusted EBITA   ¥ 136,167 ¥ 114,100 ¥ 82,432
Adjusted EBITA margin 42.00% 42.00% 53.00% 62.00%
Total segments | Cloud computing        
Revenue   ¥ 24,702 ¥ 13,390 ¥ 6,663
Income (Loss) from operations   (5,508) (3,085) (1,681)
Add: share-based compensation expense   4,332 2,274 1,201
Add: amortization of intangible assets   18 12 4
Adjusted EBITA   ¥ (1,158) ¥ (799) ¥ (476)
Adjusted EBITA margin (5.00%) (5.00%) (6.00%) (7.00%)
Total segments | Digital media and entertainment        
Revenue   ¥ 24,077 ¥ 19,564 ¥ 14,733
Income (Loss) from operations   (20,046) (14,140) (9,882)
Add: share-based compensation expense   2,988 2,142 1,454
Add: amortization of intangible assets   1,262 3,693 1,886
Adjusted EBITA   ¥ (15,796) ¥ (8,305) ¥ (6,542)
Adjusted EBITA margin (66.00%) (66.00%) (42.00%) (44.00%)
Total segments | Innovation initiatives and others        
Revenue   ¥ 4,665 ¥ 3,292 ¥ 2,997
Income (Loss) from operations   (11,795) (6,901) (6,798)
Add: share-based compensation expense   5,774 3,707 3,017
Add: amortization of intangible assets   50 198 656
Adjusted EBITA   ¥ (5,971) ¥ (2,996) ¥ (3,125)
Adjusted EBITA margin (128.00%) (128.00%) (91.00%) (104.00%)
Unallocated        
Income (Loss) from operations   ¥ (14,879) ¥ (9,303) ¥ (7,764)
Add: share-based compensation expense   6,703 3,486 4,329
Add: amortization of intangible assets   236 326 318
Add: impairment of goodwill     494  
Add: settlement of U.S. federal class action lawsuit   1,679    
Adjusted EBITA   ¥ (6,261) ¥ (4,997) ¥ (3,117)
v3.19.3
Commitments- Fees and expenses (Details) - Co-location, bandwidth fees, licensed copyrights and marketing expenses - CNY (¥)
¥ in Millions
Mar. 31, 2019
Mar. 31, 2018
Commitments    
No later than 1 year ¥ 21,768 ¥ 19,737
Later than 1 year and no later than 5 years 22,291 12,097
More than 5 years 4,964 3,672
Total ¥ 49,023 ¥ 35,506
v3.19.3
Summary of significant accounting policies- Various (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
segment
Mar. 31, 2018
CNY (¥)
segment
Mar. 31, 2017
CNY (¥)
segment
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Apr. 01, 2018
CNY (¥)
Business combinations and noncontrolling interests            
Net loss attributable to mezzanine equity holders ¥ 438 ¥ 930 ¥ 1,961      
Segment reporting            
Number of operating segment | segment 4 4 4      
Number of reportable segment | segment 4 4 4      
Revenue recognition            
Practical expedient, unsatisfied performance obligations true          
Practical expedient, financing component true          
Sales and marketing expenses            
Advertising and promotional expenses ¥ 22,013 ¥ 16,814 ¥ 8,799      
Leases            
Capital Lease Obligations   0 0   ¥ 0  
Cash and cash equivalents            
Amount of cash and cash equivalents   199,309   $ 28,308 189,976  
Short term investments            
Short-term investments- fixed deposits   2,919     961  
Short-term investments   6,086   $ 486 3,262  
Investment securities            
Equity securities accounted for using cost method   59,942 35,404      
Investments in equity investees            
Period of time within which results of equity method earnings are recognized in arrears 3 months          
Equity securities accounted for using cost method   59,942 35,404      
Minimum            
Investment securities            
Maturities of debt investments 1 year          
Maximum            
Investment securities            
Maturities of debt investments 10 years          
Retained earnings            
Revenue recognition            
Reclassification   8,196        
Investment securities            
Reclassification   8,196        
ASU 2014-09 | Adjustment | Retained earnings            
Revenue recognition            
Reclassification           ¥ 0
Investment securities            
Reclassification           0
ASU 2016-01 | Adjustment            
Investment securities            
Equity securities accounted for using cost method   (59,942)       (59,942)
Investment securities           59,942
Investments in equity investees            
Equity securities accounted for using cost method   (59,942)       (59,942)
Investment securities           59,942
ASU 2016-01 | Adjustment | Accumulated other comprehensive income (loss)            
Revenue recognition            
Reclassification           (8,196)
Investment securities            
Reclassification           (8,196)
ASU 2016-01 | Adjustment | Retained earnings            
Revenue recognition            
Reclassification           8,196
Investment securities            
Reclassification           ¥ 8,196
Cash held in accounts managed by Alipay            
Cash and cash equivalents            
Amount of cash and cash equivalents   1,687     3,720  
Short term investments held in accounts managed by Alipay            
Short term investments            
Short-term investments   890     ¥ 0  
Government-mandated multi-employer defined contribution plan in PRC            
Other employee benefits            
Contribution amount charged to the consolidated income statements ¥ 5,608 ¥ 3,587 ¥ 2,710      
v3.19.3
Other income, net (Tables)
12 Months Ended
Mar. 31, 2019
Other income, net  
Other income, net

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Profit Share Payments (Note 4(a))

 

2,086

 

3,444

 

517

Government grants (i)

 

451

 

555

 

666

Amortization of restructuring reserve (Note 4(a))

 

(264)

 

(264)

 

(264)

Exchange differences

 

2,328

 

(1,679)

 

(1,950)

Others

 

1,485

 

2,104

 

1,252

Total

 

6,086

 

4,160

 

221

 

(i)

Government grants mainly represent amounts received from central and local governments in connection with the Company’s investments in local business districts and contributions to technology development.

v3.19.3
Summary of significant accounting policies (Policies)
12 Months Ended
Mar. 31, 2019
Summary of significant accounting policies  
Basis of presentation

(a)   Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Effective on July 30, 2019, the Company subdivided each of its issued and unissued ordinary shares into eight ordinary shares (the “Share Subdivision”). Following the Share Subdivision, the Company’s authorized share capital is US$100,000 divided into 32,000,000,000 ordinary shares with a par value of US$0.000003125 each. The number of issued and unissued ordinary shares as disclosed elsewhere in these consolidated financial statements are prepared on a basis after taking into account the effects of the Share Subdivision and have been retrospectively adjusted.

Simultaneously with the Share Subdivision, the change in ratio of the Company’s American depositary share (“ADS”) to ordinary share (the “ADS Ratio Change”) also became effective. Following the ADS Ratio Change, each ADS now represents eight ordinary shares. Previously, each ADS represented one ordinary share. Given that the ADS Ratio Change was exactly proportionate to the Share Subdivision, no new ADSs were issued to any ADS holder and the total number of the Company’s outstanding ADSs remains unchanged immediately after the Share Subdivision and the ADS Ratio Change became effective.

Translations of balances in the consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income and consolidated  statement of cash flows from Renminbi (“RMB”) into the United States Dollar (“US$”) as of and for the year ended March 31, 2019 are solely for the convenience of the readers and are calculated at the rate of US$1.00=RMB6.7112, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 29, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at this rate, or at any other rate.

Use of estimates

(b)   Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Consolidation

(c)   Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the PRC-registered entities directly or indirectly wholly owned by the Company (“WFOEs”) and variable interest entities (“VIEs”) over which the Company is the primary beneficiary. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power 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 the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. A VIE is required to be consolidated by the primary beneficiary of the entity if the equity holders in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, the Company operates its Internet and other businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. The equity interests of these PRC domestic companies are held by PRC citizens or by PRC entities owned and/or controlled by PRC citizens. Specifically, these PRC domestic companies that are material to the Company’s business are Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Alibaba Cloud Computing Ltd., Hangzhou Alibaba Advertising Co., Ltd. and Youku Information Technology (Beijing) Co., Ltd. The registered capital of these PRC domestic companies was funded by the Company through loans extended to the equity holders of these PRC domestic companies. The Company has entered into certain exclusive technical services agreements with these PRC domestic companies, which entitle it to receive a majority of their residual returns and make it obligatory for the Company to absorb a majority of the risk of losses from their activities. In addition, the Company has entered into certain agreements with the equity holders of these PRC domestic companies, including loan agreements that require them to contribute registered capital to those PRC domestic companies, exclusive call option agreements to acquire the equity interests in these companies when permitted by the PRC laws, rules and regulations, equity pledge agreements of the equity interests held by those equity holders, and proxy agreements that irrevocably authorize individuals designated by the Company to exercise the equity owner’s rights over these PRC domestic companies.

Details of the typical structure of the Company’s significant VIEs are set forth below:

(i)Contracts that give the Company effective control of VIEs

Loan agreements

Pursuant to the relevant loan agreements, the respective WFOEs have granted loans to the equity holders of the VIEs, which may only be used for the purpose of its business operation activities agreed by the WFOEs. The WFOEs may require acceleration of repayment at their absolute discretion. When the equity holders of the VIEs make early repayment of the outstanding amount, the WFOEs or a third-party designated by the WFOEs may purchase the equity interests in the VIEs at a price equal to the outstanding amount of the loan, subject to any applicable PRC laws, rules and regulations. The equity holders of the VIEs undertake not to enter into any prohibited transactions in relation to the VIEs, including the transfer of any business, material assets, intellectual property rights or equity interests in the VIEs to any third party.

Exclusive call option agreements

The equity holders of the VIEs have granted the WFOEs exclusive call options to purchase their equity interest in the VIEs at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs; and (ii) the minimum price as permitted by applicable PRC laws. Each relevant VIE has further granted the relevant WFOE an exclusive call option to purchase its assets at an exercise price equal to the book value of the assets or the minimum price as permitted by applicable PRC laws, whichever is higher. Certain VIEs and their equity holders will also jointly grant the WFOEs (A) exclusive call options to request the VIEs to decrease their registered capital at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs and (ii) the minimum price as permitted by applicable PRC laws (the “Capital Decrease Price”), and (B) exclusive call options to subscribe for the increased capital of the VIEs at a price equal to the sum of the Capital Decrease Price and the unpaid registered capital, if applicable, as of the capital decrease. The WFOEs may nominate another entity or individual to purchase the equity interest or assets, or to subscribe for the increased capital, if applicable, under the call options. Execution of each call option shall not violate the applicable PRC laws, rules and regulations. Each equity holder of the VIE has agreed that the following amounts, to the extent in excess of the original registered capital that they contributed to the VIE (after deduction of relevant tax expenses), belong to and shall be paid to the WFOEs: (i) proceeds from the transfer of its equity interests in the VIE, (ii) proceeds received in connection with a capital decease in the VIE, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIE upon termination or liquidation. Moreover, any profits, distributions or dividends (after deduction of relevant tax expenses) received by the VIEs also belong to and shall be paid to the WFOEs. The exclusive call option agreements remain in effect until the equity interest or assets that are the subject of these agreements are transferred to the WFOEs.

Proxy agreements

Pursuant to the relevant proxy agreements, the equity holders of the VIEs irrevocably authorize any person designated by the WFOEs to exercise their rights as the equity holders of the VIEs, including without limitation the right to vote and appoint directors.

Equity pledge agreements

Pursuant to the relevant equity pledge agreements, the equity holders of the VIEs have pledged all of their interests in the equity of the VIEs as a continuing first priority security interest in favor of the corresponding WFOEs to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIEs and/or the equity holders under the other structure contracts. Each WFOE is entitled to exercise its right to dispose of the pledged interests in the equity of the VIE held by the equity holders and has priority in receiving payment by the application of proceeds from the auction or sale of the pledged interests, in the event of any breach or default under the loan agreement or other structure contracts, if applicable. These equity pledge agreements remain in force until the later of (i) the full performance of the contractual arrangements by the relevant parties, and (ii) the full repayment of the loans made to the equity holders of the VIEs .

(ii)Contracts that enable the Company to receive substantially all of the economic benefits from the VIEs

Exclusive technology services agreements or exclusive services agreements

Each relevant VIE has entered into an exclusive technology services agreement or an exclusive services agreement with the respective WFOE, pursuant to which the relevant WFOE provides exclusive services to the VIE. In exchange, the VIE pays a service fee to the WFOE, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by the WFOE, resulting in a transfer of substantially all of the profits from the VIE to the WFOE.

Other arrangements

The exclusive call option agreements described above also entitle the WFOEs to all profits, distributions or dividends (after deduction of relevant tax expenses) to be received by the VIEs, and the following amounts, to the extent in excess of the original registered capital that they contributed to the VIEs (after deduction of relevant tax expenses) to be received by each equity holder of the VIEs : (i) proceeds from the transfer of its equity interests in the VIEs, (ii) proceeds received in connection with a capital decease in the VIEs, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIEs  upon termination or liquidation.

Based on these contractual agreements, the Company believes that the PRC domestic companies as described above should be considered as VIEs because the equity holders do not have significant equity at risk nor do they have the characteristics of a controlling financial interest. Given that the Company is the primary beneficiary of these PRC domestic companies, the Company believes that these VIEs should be consolidated based on the structure as described above.

The following financial information of the VIEs in the PRC was recorded in the accompanying consolidated financial statements:

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Cash and cash equivalents and short-term investments

 

7,507

 

15,019

Investments in equity investees and  investment securities

 

26,611

 

28,230

Accounts receivable, net of allowance

 

5,733

 

9,540

Amounts due from non-VIE subsidiaries of the Company

 

1,949

 

6,398

Prepayment for licensed copyrights

 

1,736

 

2,633

Property and equipment and intangible assets

 

6,788

 

6,161

Others

 

4,139

 

5,992

Total assets

 

54,463

 

73,973

 

 

 

 

 

Amounts due to non-VIE subsidiaries of the Company

 

41,090

 

60,273

Accruals for purchase of licensed copyrights

 

3,686

 

3,498

Accrued expenses, accounts payable and other liabilities

 

10,931

 

14,594

Deferred revenue and customer advances

 

4,997

 

7,213

Deferred tax liabilities

 

995

 

448

Total liabilities

 

61,699

 

86,026

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Revenue (i)

 

24,712

 

32,898

 

66,674

Net loss

 

(4,688)

 

(6,167)

 

(7,063)

Net cash provided by operating activities

 

3,220

 

5,547

 

4,163

Net cash used in investing activities

 

(2,557)

 

(20,366)

 

(8,503)

Net cash provided by financing activities

 

2,688

 

14,286

 

12,373

 

(i)

Revenue generated by the VIEs are primarily from cloud computing services, digital media and entertainment services, local consumer services and others.

The VIEs did not have any material related party transactions except for the related party transactions which are disclosed in Note 21 or elsewhere in these consolidated financial statements, and those transactions with other subsidiaries that are not VIEs, which were eliminated upon consolidation.

Under the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs under its control. Therefore, the Company considers that there is no asset in any of the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves. As all VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.

Currently there is no contractual arrangement which requires the Company to provide additional financial support to the VIEs. However, as the Company conducts its businesses primarily based on the licenses and approvals held by its VIEs, the Company has provided and will continue to provide financial support to the VIEs considering the business requirements of the VIEs, as well as the Company's own business objectives in the future.

Unrecognized revenue-producing assets held by the VIEs include certain Internet content provision and other licenses, domain names and trademarks. The Internet content provision and other licenses are required under relevant PRC laws, rules and regulations for the operation of Internet businesses in the PRC, and therefore are integral to the Company’s operations. The Internet content provision licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services.

Business combinations and noncontrolling interests

(d)  Business combinations and noncontrolling interests

The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements.

In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements.

When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.

For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. When the noncontrolling interest is contingently redeemable upon the occurrence of a conditional event, which is not solely within the control of the Company, the noncontrolling interest is classified as mezzanine equity. The Company accretes changes in the redemption value over the period from the date that it becomes probable that the mezzanine equity will become redeemable to the earliest redemption date using the effective interest method. Consolidated net income in the consolidated income statements includes net income (loss) attributable to noncontrolling interests and mezzanine equity holders when applicable. Net loss attributable to mezzanine equity holders is included in net loss attributable to noncontrolling interests in the consolidated income statements, while it is excluded from the consolidated statements of changes in shareholders’ equity. During the years ended March 31, 2017, 2018 and 2019, net loss attributable to mezzanine equity holders amounted to RMB1,961 million, RMB930 million and RMB438 million, respectively. The cumulative results of operations attributable to noncontrolling interests, along with adjustments for share-based compensation expense arising from outstanding share-based awards relating to subsidiaries’ shares, are also recorded as noncontrolling interests on the Company’s consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows.

Segment reporting

(e)  Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members of the Company’s management team. The Company had four operating and reportable segments during the periods presented as set out in Notes 1 and 25.

Foreign currency translation

(f)  Foreign currency translation

The functional currency of the Company is US$. The Company’s subsidiaries with operations in the PRC, Hong Kong, the United States and other jurisdictions generally use their respective local currencies as their functional currencies. The reporting currency of the Company is RMB as the major operations of the Company are within the PRC. The financial statements of the Company’s subsidiaries, other than the subsidiaries with the functional currency of RMB, are translated into RMB using the exchange rate as of the balance sheet date for assets and liabilities and the average daily exchange rate for each month for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

In the financial statements of the Company’s subsidiaries, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the consolidated income statements during the year in which they occur.

Revenue recognition

(g)  Revenue recognition

In April 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)," including related amendments and implementation guidance within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 (collectively, including ASU 2014-09, “ASC 606”), issued by the Financial Accounting Standards Board (“FASB”).

ASC 606 supersedes the revenue recognition requirements in ASC 605 and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 beginning on April 1, 2018 using the modified retrospective method applied to those contracts with the customers which were not completed as of April 1, 2018.  

Results for reporting periods beginning on April 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with ASC 605. The impact of adopting the new revenue standard was not material to the consolidated financial statements and there was no adjustment to the beginning retained earnings on April 1, 2018.

Revenue is principally comprised of customer management revenue, commissions on transactions, membership fees, logistics services revenue, cloud computing services revenue, sales of goods and other revenue. Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC 606 "Revenue from Contracts with Customers," the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service. For performance obligations satisfied over time, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of a performance obligation.

For revenue arrangements with multiple distinct performance obligations, each distinct performance obligation is separately accounted for and the total consideration is allocated to each performance obligation based on the relative standalone selling price at contract inception. Revenue arrangements with multiple distinct performance obligations, such as the sale of membership packages and customer management services on wholesale marketplaces and Youku’s platforms, are not significant to the Company’s total revenue.

The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis.

When services are exchanged or swapped for other services, revenue is recognized based on the estimated standalone selling price of services promised to customer if the fair value of the services received cannot be reasonably estimated. The amount of revenue recognized for barter transactions was not material for each of the periods presented.

Practical expedients and exemptions

The Company applies the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less and contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The Company does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a result, the Company  applies the practical expedient and does not adjust any of the transaction price for the time value of money.

Revenue recognition policies by type are as follows:

(i)Customer management revenue

Within the core commerce segment, the Company provides the following customer management services to merchants on the Company’s retail and wholesale marketplaces and certain third-party marketing affiliates’ websites:

Pay for performance (“P4P”) marketing services

P4P marketing services allow merchants to bid for keywords that match product or service listings appearing in search or browser results on the Company’s marketplaces. Merchants bid for keywords through an online bidding system. The positioning of the listings and the price for the positioning are determined through an online auction system, which facilitates price discovery through a market-based mechanism. In general, merchants prepay for P4P marketing services and the related revenue is recognized when a user clicks their product or service listings as this is the point of time when the merchants benefit from the marketing services rendered.

Display marketing services

Display marketing services allow merchants to place advertisements on the Company’s marketplaces, at fixed prices or prices established by a real-time bidding system and in particular formats.  In general, merchants need to prepay for display marketing which is accounted for as customer advances and revenue is recognized either ratably over the period in which the advertisement is displayed as the merchants simultaneously consume the benefits as the advertisement is displayed or when an advertisement is viewed by users, depending on the type of marketing services selected by the merchants.

The Company also places P4P marketing services content and display marketing content through the third-party marketing affiliate program. A substantial portion of customer management revenue generated through the third-party marketing affiliate program represented P4P marketing services revenue. In delivery of these customer management services, the Company, through the third-party marketing affiliate program, places the P4P marketing services content of the participating merchants on third-party online resources in the forms of picture or text links through contextual relevance technology to match merchants’ marketing content to the textual content of the third-party online resources and the users’ attributes based on the Company’s systems and algorithms. When the links on third-party online resources are clicked, users are diverted to a landing page of the Company’s marketplaces where listings of the participating merchant as well as similar products or services of other merchants are presented. In limited cases, the Company may embed a search box for one of its marketplaces on the third-party online resources, and when a keyword is input into the search box, the user will be diverted to the Company’s marketplaces where search results are presented. Revenue is recognized when the users further click on the P4P marketing content on the landing pages. The Company places display marketing content on third-party online resources in a similar manner. In general, merchants need to prepay for display marketing which is accounted for as customer advances and revenue is recognized ratably over the period in which the advertisement is displayed as merchants simultaneously consume the benefits as the advertisement is displayed.

P4P marketing services revenue as well as display marketing revenue generated on the Company’s marketplaces or through the third-party marketing affiliate program are recorded on a gross basis when the Company is the principal to the merchants in the arrangements. For third-party marketing affiliates with whom the Company has an arrangement to share the revenue, traffic acquisition cost is also recognized at the same time if the P4P marketing content on the landing page clicked by the users is from merchants participating in the third-party marketing affiliate program.

Taobaoke services

In addition, the Company offers the Taobaoke program which generates commissions from merchants for transactions completed by consumers sourced from certain third-party marketing affiliates’ websites and mobile apps. The commission rates on Taobaoke are set by the merchants. The Company’s portion of commission revenue is recognized at the time when the underlying transaction is completed and is recorded on a net basis principally because the Company is not the principal as it does not have latitude in establishing prices or does not have inventory risk. In certain occasions where the Company is the principal of the arrangement (such as arrangements where the Company is obligated to pay for website inventory costs in fixed amounts to third-party marketing affiliates regardless of whether commission revenue is generated from these marketing affiliates), the commission revenue is recorded on a gross basis.

Within the digital media and entertainment segment, the Company offers P4P marketing services to merchants and marketers on websites and mobile media operated by UCWeb. Revenue is recognized when a user clicks their product or service listings as this is the point of time when the merchants benefit from the marketing services rendered. In addition, marketers can also place advertisements on websites and mobile media operated by UCWeb and Youku’s platforms in different formats, including video, banners, links, logos and buttons. Revenue is recognized ratably over the period in which the advertisement is displayed as the merchants simultaneously consume the benefits as the advertisement is displayed or when an advertisement is clicked or viewed by users, depending on the type of marketing services selected by the merchants.

(ii)Commissions on transactions

The Company earns commissions from merchants when transactions are completed on Tmall and certain other retail marketplaces of the Company. The commissions are generally determined as a percentage based on the value of merchandise being sold by the merchants. The commission revenue includes merchant deposits that are expected to be non-refundable and is accounted for as variable consideration (Note 2(ad)). The variable consideration is estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue related to commissions is recognized in the consolidated income statements based on the expected value when the performance obligation is satisfied. Changes to the estimated variable consideration were not material for each of the periods presented. 

(iii)Membership fees

The Company earns membership fees revenue from wholesale sellers in respect of the sale of membership packages and subscriptions that allow them to host premium storefronts on the Company’s wholesale marketplaces, as well as the provision of other value-added services, and from customers in respect of the sale of membership packages which allow them to access premium content on Youku’s paid content platforms. These service fees are paid in advance for a specific contracted service period. All these fees are initially deferred as deferred revenue and customer advances when received and revenue is recognized ratably over the term of the respective service contracts as the services are provided.

(iv)Logistics services revenue

The Company earns logistics services revenue from domestic and international one-stop-shop logistics services and the supply chain management solutions provided by Cainiao Network as well as on-demand delivery services provided by Ele.me. Revenue is recognized at the time when the logistics services are provided.

(v)Cloud computing services revenue

The Company earns cloud computing services revenue from the provision of services such as elastic computing, database, storage, network virtualization services, large scale computing, security, management and application services, big data analytics, and machine learning platform and IoT services. These cloud computing services allow customers to use hosted software over the contract period without taking possession of the software. Cloud computing services are mainly charged on either a subscription or consumption basis. Revenue related to cloud services charged on a subscription basis is recognized ratably over the contract period. Revenue related to cloud services charged on a consumption basis, such as the quantity of storage or elastic computing services used in a period, is recognized based on the customer utilization of the resources.

(vi)Sales of goods

Revenue from the sales of goods is mainly generated from Freshippo (formerly Hema), a unique proprietary grocery retail format and new retail pathfinder in the fast-moving consumer goods category, Tmall Global, Intime (Note 4(g)) and Lazada (Note 4(i)). Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Receipts of fees in respect of all other incidental goods or services provided by the Company that are distinct performance obligations are recognized when the control of the underlying goods or services is transferred to the customers. The amounts relating to these incidental services are not material to the Company’s total revenue for each of the periods presented.

Cost of revenue

(h)  Cost of revenue

Cost of revenue consists primarily of logistics costs, cost of inventories, bandwidth and co-location fees, depreciation and maintenance expenses for servers and computers, call centers and other equipment, content acquisition costs, staff costs and share-based compensation expense, traffic acquisition costs, payment processing fees and other related incidental expenses that are directly attributable to the Company’s principal operations.

Product development expenses

(i)  Product development expenses

Product development expenses consist primarily of staff costs and share-based compensation expense for research and development personnel and other expenses that are directly attributable to the development of new technologies and products for the businesses of the Company, such as the development of the Internet infrastructure, applications, operating systems, software, databases and networks.

The Company expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites or the development of software and website content. Costs incurred in the development phase are capitalized and amortized over the estimated product life. However, since the inception of the Company, the amount of costs qualifying for capitalization has been insignificant. As a result, all website and software development costs have been expensed as incurred.

Sales and marketing expenses

(j)   Sales and marketing expenses

Sales and marketing expenses consist primarily of online and offline advertising expenses, promotion expenses, staff costs and share-based compensation expense, sales commissions and other related incidental expenses that are incurred directly to attract or retain consumers and merchants for the Company’s marketplaces, mobile products, transaction and service platforms as well as entertainment distribution platforms.

The Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of delivering advertisements in the period in which the advertising space or airtime is used. Advertising and promotional expenses totaled RMB8,799 million, RMB16,814 million and RMB22,013 million during the years ended March 31, 2017, 2018 and 2019, respectively.

Share-based compensation

(k)  Share-based compensation

Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair values of restricted share units (“RSUs”) and restricted shares are determined with reference to the fair value of the underlying shares and the fair value of share options is generally determined using the Black-Scholes valuation model. Share-based awards granted to non-employees are initially measured at fair value on the grant date and re-measured at each reporting date through the vesting date. The value is recognized as an expense over the respective service period, net of estimated forfeitures. Share-based compensation expense, when recognized, is charged to the consolidated income statements with the corresponding entry to additional paid-in capital, liability or noncontrolling interests as disclosed in Note 2(d).

On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including the fair value of the underlying shares, expected life and expected volatility. The Company recognizes the impact of any revisions to the original forfeiture rate assumptions in the consolidated income statements, with a corresponding adjustment to equity.

Other employee benefits

(l)  Other employee benefits

The Company’s subsidiaries in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. The relevant labor regulations require the Company’s subsidiaries in the PRC to pay the local labor and social welfare authorities monthly contributions based on the applicable benchmarks and rates stipulated by the local government. The relevant local labor and social welfare authorities are responsible for meeting all retirement benefits obligations and the Company’s subsidiaries in the PRC have no further commitments beyond their monthly contributions. The contributions to the plan are expensed as incurred. During the years ended March 31, 2017, 2018 and 2019, contributions to the plan amounting to RMB2,710 million, RMB3,587 million and RMB5,608 million, respectively, were charged to the consolidated income statements.

The Company also makes payments to other defined contribution plans and defined benefit plans for the benefit of employees employed by subsidiaries outside of the PRC. Amounts contributed during the years ended March 31, 2017, 2018 and 2019 were insignificant.

Income taxes

(m) Income taxes

The Company accounts for income taxes using the liability method, under which deferred income taxes are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that the asset will not be realizable in the foreseeable future.

Deferred taxes are also recognized on the undistributed earnings of subsidiaries, which are presumed to be transferred to the parent company and are subject to withholding taxes, unless there is sufficient evidence to show that the subsidiary has invested or will invest the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation.

The Company adopts ASC 740 “Income Taxes” which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company did not have significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of and for the years ended March 31, 2017, 2018 and 2019.

Government grants

(n)  Government grants

Government grants are recognized as income in other income, net or as a reduction of specific costs and expenses for which the grants are intended to compensate. Such amounts are recognized in the consolidated income statements upon receipt and when all conditions attached to the grants are fulfilled.

Leases

(o)  Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all the benefits and risks incidental to the ownership of assets are accounted for as capital leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments (net of any incentives received from the lessor) are recognized in the consolidated income statements on a straight-line basis over the lease terms. The Company had no significant capital leases for the years ended March 31, 2017, 2018 and 2019.

Cash and cash equivalents

(p)  Cash and cash equivalents

The Company considers all short-term, highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents primarily represent bank deposits, fixed deposits with maturities of less than three months and investments in money market funds. As of March 31, 2018 and 2019, the Company had certain amounts of cash held in accounts managed by Alipay in connection with the provision of online and mobile commerce and related services for a total amount of RMB1,687 million and RMB3,720 million, respectively, which have been classified as cash and cash equivalents on the consolidated balance sheets.

Short-term investments

(q)  Short-term investments

Short-term investments consist primarily of investments in fixed deposits with maturities between three months and one year and investments in money market funds or other investments that the Company has the intention to redeem within one year. As of March 31, 2018 and 2019, the investments in fixed deposits that were recorded as short-term investments amounted to RMB2,919 million and RMB961 million, respectively. As of the same dates, the Company had certain amounts of short-term investments held in accounts managed by Alipay for a total amount of RMB890 million and nil, respectively.

Accounts receivable

(r)   Accounts receivable

Accounts receivable represents the amounts that the Company has an unconditional right to consideration. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. The allowance for doubtful accounts is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions and other factors that may affect the customers’ ability to pay.

Inventories

(s)  Inventories

Inventories mainly consist of merchandise available for sale. They are accounted for using the weighted average cost and stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Investment securities

(t)   Investment securities

Investment securities represent the Company’s investments in equity securities that are not accounted for under the equity method or cost method, as well as other investments which primarily consist of debt investments.

(i)Equity securities

In April 2018, the Company adopted ASU 2016-01, “Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” including related technical corrections and improvements issued within ASU 2018-13. ASU 2016-01 amended various aspects of the recognition, measurement, presentation, and disclosure for financial instruments, and simplified the impairment assessment and enhanced the disclosure requirements of equity investments.

Prior to the adoption of ASU 2016-01, equity securities that have readily determinable fair values and were not accounted for using the equity method were classified as available-for-sale, and were carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Upon the adoption of ASU 2016-01, the Company carries these equity securities at fair value with unrealized gains and losses recorded in the consolidated income statements. Unrealized gains recorded in accumulated other comprehensive income as of March 31, 2018 related to equity securities previously classified as available-for-sale, in the amount of RMB8,196 million, net of tax, were reclassified into retained earnings as of April 1, 2018.

In addition, prior to the adoption of ASU 2016-01, the cost method was used to account for certain equity investments in privately held companies over which the Company neither has control nor significant influence through investments in common stock or in-substance common stock. Upon the adoption of ASU 2016-01, the Company no longer accounts for these equity securities using the cost method. Beginning on April 1, 2018, the Company elected to record a majority of equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer that were completed on or after April 1, 2018. These equity securities, which amounted to RMB59,942 million as of March 31, 2018, were previously classified under investments in equity investees (Note 2(u)) and were reclassified into investment securities on the consolidated balance sheets as of April 1, 2018. The consolidated balance sheet as of March 31, 2018 was not retrospectively adjusted.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.

In computing realized gains and losses on equity securities, the Company determines cost based on amounts paid using the average cost method. Dividend income is recognized when the right to receive the payment is established.

(ii)Debt investments

Debt investments are generally stated at amortized cost. The maturities of these debt investments generally range from one to ten years. In addition, the Company has elected the fair value option for certain investments including convertible bonds subscribed. The fair value option permits the irrevocable election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The investments accounted for under the fair value option are carried at fair value with realized or unrealized gains and losses recorded in the consolidated income statements. Interest income from debt investments is recognized using the effective interest method which is reviewed and adjusted periodically based on changes in estimated cash flows.

Investments in equity investees

(u)  Investments in equity investees

The Company applies the equity method to account for equity investments in common stock or in-substance common stock, according to ASC 323 “Investments — 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 Company 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.

Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated income statements and its share of post-acquisition movements in accumulated other comprehensive income is recognized in other comprehensive income. The Company records its share of the results of the equity investees 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 Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee.

The Company continually reviews its investments in equity investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. 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.

Prior to the adoption of ASU 2016-01, investments in equity investees also included certain equity investments in privately held companies over which the Company neither has control nor significant influence through investments in common stock or in-substance common stock, which were accounted for under the cost method. Under the cost method, the Company carried the investment at cost and recognized income to the extent of dividends received from the distribution of the equity investee’s post-acquisition profits. Upon the adoption of ASU 2016-01, the Company no longer accounts for these equity securities using the cost method, and RMB59,942 million were reclassified into investment securities (Note 2(t)) as of April 1, 2018. The consolidated balance sheet as of March 31, 2018 was not retrospectively adjusted.

Property and equipment, net

(v)  Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed using the straight-line method with no residual value based on the estimated useful lives of the various classes of assets, which range as follows:

 

 

 

 

Computer equipment and software

    

3 – 5 years

Furniture, office and transportation equipment

 

3 – 10 years

Buildings

 

20 – 50 years

Property improvements

 

shorter of remaining lease period or estimated useful life

 

Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to the respective category of property and equipment when completed and ready for its intended use.

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated income statements.

Land use rights

(w) Land use rights

Land use rights represent lease prepayments to the local government authorities. Land use rights are carried at cost less accumulated amortization and any impairment loss. Amortization is provided to write off the cost of lease prepayments on a straight-line basis over the period of the right which is 30 – 50 years.

As of March 31, 2019, the Company revised the presentation to report land use rights under prepayments, receivables and other assets (Note 12) on the consolidated balance sheet. Accordingly, land use rights, net as of March 31, 2018 in the amount of RMB9,377 million was reclassified to prepayments, receivables and other assets to conform with the current year presentation.

Intangible assets other than licensed copyrights

(x)  Intangible assets other than licensed copyrights

Intangible assets mainly include those acquired through business combinations and purchased intangible assets. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets arising from business combinations are recognized and measured at fair value upon acquisition. Purchased intangible assets are initially recognized and measured at cost upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:

 

 

 

User base and customer relationships

    

1 – 16 years

Trade names, trademarks and domain names

 

3 – 20 years

Developed technology and patents

 

2 – 5 years

Non-compete agreements

 

over the contracted term of up to 6 years

 

Licensed copyrights

(y)  Licensed copyrights

Licensed copyrights related to titles to movies, television series, variety shows, animations and other video content acquired from external parties are carried at the lower of unamortized cost or net realizable value. The amortization period for the licensed content vary depending on the type of content, which typically ranges from six months to ten years. Licensed copyrights are presented on the consolidated balance sheets as current assets under prepayments, receivables and other assets, or non-current assets under intangible assets, net, based on estimated time of usage. Licensed copyrights are generally amortized using an accelerated method based on historical viewership consumption patterns. Estimates of the consumption patterns for licensed copyrights are reviewed periodically and revised if necessary. For the years ended March 31, 2017, 2018 and 2019, amortization expenses in connection with the licensed copyrights of RMB3,886 million, RMB6,111 million and RMB11,391 million were recorded in cost of revenue within the Company’s digital media and entertainment segment.

On a periodic basis, the Company evaluates the program usefulness of its licensed copyrights pursuant to the guidance in ASC 920 “Entertainment — Broadcasters,” which provides that the rights be reported at the lower of unamortized cost or estimated net realizable value. When there is a change in the expected usage of licensed copyrights, the Company estimates the net realizable value of licensed copyrights to determine if any impairment exists. The net realizable value of licensed copyrights is determined by estimating the expected cash flows from advertising and membership fees, less any direct costs, over the remaining useful lives of the licensed copyrights. The Company estimates these cash flows for each category of content separately. Estimates that impact these cash flows include anticipated levels of demand for the Company’s advertising services and the expected selling prices of the Company’s advertisements on the entertainment distribution platforms. For the years ended March 31, 2017, 2018 and 2019, impairment charges in connection with the licensed copyrights of RMB857 million, RMB801 million and RMB2,843 million were recorded in cost of revenue within the Company’s digital media and entertainment segment.

Goodwill

(z)  Goodwill

Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of  a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

In performing the two-step quantitative impairment test, the first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit.

Impairment of long-lived assets other than goodwill and licensed copyrights

(aa) Impairment of long-lived assets other than goodwill and licensed copyrights

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended March 31, 2017, 2018 and 2019.

Derivatives and hedging

(ab) Derivatives and hedging

All contracts that meet the definition of a derivative are recognized on the consolidated balance sheets as either assets or liabilities and recorded at fair value. Changes in the fair value of derivatives are either recognized periodically in the consolidated income statements or in other comprehensive income depending on the use of the derivatives and whether they qualify for hedge accounting and are so designated as cash flow hedges, fair value hedges or net investment hedges.

To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the derivative that is being used and how hedge effectiveness is being assessed. A derivative has to be effective in accomplishing the objective of offsetting either changes in fair value or cash flows for the risk being hedged. The effectiveness of the hedging relationship is evaluated on a prospective and retrospective basis using qualitative and quantitative measures of correlation. Qualitative methods may include comparison of critical terms of the derivative to those of the hedged item. Quantitative methods include a comparison of the changes in the fair value or discounted cash flow of the hedging instrument to that of the hedged item. A hedging relationship is considered effective if the results of the hedging instrument are within a ratio of 80% to 125% of the results of the hedged item.

Interest rate swaps

Interest rate swaps designated as hedging instruments to hedge against the cash flows attributable to recognized assets or liabilities or forecasted payments may qualify as cash flow hedges. The Company entered into interest rate swap contracts to swap floating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with certain forecasted payments and obligations. The effective portion of changes in the fair value of interest rate swaps that are designated and qualify as cash flow hedges is recognized in accumulated other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in interest and investment income, net in the consolidated income statements. Amounts in accumulated other comprehensive income are reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings.

Forward exchange contracts

Forward exchange contracts designated as hedging instruments to hedge against the future changes in currency exposure of net investments in foreign operations may qualify as net investment hedges. The Company entered into forward exchange contracts to hedge the foreign currency risk associated with investments in net assets of certain subsidiaries with operations in the PRC of which the functional currency is RMB. The effective portion of the changes in fair value of the forward exchange contracts that are designated and qualify as net investment hedges is recognized in accumulated other comprehensive income to offset the cumulative translation adjustments relating to those subsidiaries. The gain or loss relating to the ineffective portion, which is measured based on changes in forward exchange rates, is recognized immediately in other income, net in the consolidated income statements. Amounts accumulated are removed from accumulated other comprehensive income and recognized in the consolidated income statements upon disposal of those subsidiaries. Once the hedge becomes ineffective, hedge accounting is discontinued prospectively.

Changes in the fair value of the derivatives not qualified for hedge accounting are reported in the consolidated income statements. The estimated fair value of the derivatives is determined based on relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques.

Bank borrowing and unsecured senior notes

(ac) Bank borrowings and unsecured senior notes

Bank borrowings and unsecured senior notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.

Merchant deposits

(ad) Merchant deposits

The Company collects deposits representing an annual upfront service fee from merchants on Tmall and AliExpress before the beginning of each calendar year. These deposits are initially recorded as a liability by the Company. The deposits are refundable to a merchant if the level of sales volume that is generated by that merchant on Tmall or AliExpress meets the target during the period. If the transaction volume target is not met at the end of each calendar year, the relevant deposits will become non-refundable. These merchant deposits are accounted for as variable consideration at an amount that is estimated at contract inception. The estimate is updated at the end of each reporting period and when there are changes in circumstances during the reporting period. Merchant deposits are recognized as commission revenue in the consolidated income statements when the likelihood of refund to the merchant is considered remote based on the patterns of sales volume generated by the merchant during the reporting period.

Deferred revenue and customer advances

(ae) Deferred revenue and customer advances

Deferred revenue and customer advances generally represent cash received from customers that relate to goods or services to be provided in the future. Deferred revenue, mainly relating to membership fees and cloud computing services revenue, is stated at the amount of service fees received less the amount previously recognized as revenue upon the provision of the respective services to customers.

Commitments and contingencies

(af) Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for the contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings, the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Treasury shares

(ag) Treasury shares

The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account on the consolidated balance sheets. At retirement of the treasury shares, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury shares over the aggregate par value is allocated between additional paid-in capital (up to the amount credited to the additional paid-in capital upon original issuance of the shares) and retained earnings. The treasury shares account includes 166,316,768 and 149,903,376 ordinary shares (previously 20,789,596 and 18,737,922 ordinary shares as of March 31, 2018 and 2019, respectively before the Share Subdivision as detailed in Note 2(a)) issued at par to wholly-owned subsidiaries of the Company for the purpose of certain equity investment plans for management as of March 31, 2018 and 2019, respectively.

The Company applies the treasury stock method for the accounting of the reciprocal relationship in which Suning (Note 4(y)) held ordinary shares of the Company. The treasury shares account included 33,302,848 ordinary shares (previously 4,162,856 ordinary shares before the Share Subdivision as detailed in Note 2(a)) representing the Company’s share of Suning’s investment in the Company as of March 31, 2018. Suning has disposed all of its equity interest in the Company as of March 31, 2019.

Statutory reserves

(ah)  Statutory reserves

In accordance with the relevant regulations and their articles of association, subsidiaries of the Company incorporated in the PRC are required to allocate at least 10% of their after-tax profit determined based on the PRC accounting standards and regulations to the general reserve until the reserve has reached 50% of the relevant subsidiary’s registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the respective board of directors of the subsidiaries. These reserves can only be used for specific purposes and are not transferable to the Company in the form of loans, advances or cash dividends. During the years ended March 31, 2017, 2018 and 2019, appropriations to the general reserve amounted to RMB836 million, RMB298 million and RMB690 million, respectively. No appropriations to the enterprise expansion fund and staff welfare and bonus fund have been made by the Company.

Reclassification of comparative figures

(ai) Reclassification of comparative figures

In April 2018, the Company adopted ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” As a result of adopting this new accounting update, the Company retrospectively adjusted the consolidated statements of cash flows to include restricted cash and escrow receivables in cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. The impact of the retrospective reclassification on cash flows from operating activities, investing activities and effect of exchange rate changes for the year ended March 31, 2018 was an increase of RMB634 million, an increase of RMB126 million and an increase of RMB2 million, respectively. The impact of the retrospective application on cash flows from operating activities, investing activities and effect of exchange rate changes for the year ended March 31, 2017 was an increase of RMB2,528 million, a decrease of RMB1,215 million and a decrease of RMB4 million, respectively.

v3.19.3
Restricted net assets
12 Months Ended
Mar. 31, 2019
Restricted net assets  
Restricted net assets

22.Restricted net assets

PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. The restriction amounted to RMB112,524 million as of March 31, 2019. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

v3.19.3
Revenue
12 Months Ended
Mar. 31, 2019
Revenue [Abstract]  
Revenue

5.Revenue

Revenue by segment is as follows:

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017 (i)

    

2018 (i)

    

2019

 

 

(in millions of RMB)

Core commerce:

 

 

 

 

 

 

China commerce retail (ii)

 

 

 

 

 

 

- Customer management

 

77,530

 

114,285

 

145,684

- Commission

 

34,066

 

46,525

 

61,847

- Others

 

2,513

 

15,749

 

40,084

 

 

114,109

 

176,559

 

247,615

China commerce wholesale (iii)

 

5,679

 

7,164

 

9,988

International commerce retail (iv)

 

7,336

 

14,216

 

19,558

International commerce wholesale (v)

 

6,001

 

6,625

 

8,167

Cainiao logistics services (vi)

 

 —

 

6,759

 

14,885

Local consumer services (vii)

 

 —

 

 —

 

18,058

Others

 

755

 

2,697

 

5,129

Total core commerce

 

133,880

 

214,020

 

323,400

Cloud computing (viii)

 

6,663

 

13,390

 

24,702

Digital media and entertainment (ix)

 

14,733

 

19,564

 

24,077

Innovation initiatives and others (x)

 

2,997

 

3,292

 

4,665

Total

 

158,273

 

250,266

 

376,844

 

(i)

Prior period amounts have not been adjusted due to the adoption of ASC 606 under the modified retrospective method (Note 2(g)).

(ii)

Revenue from China commerce retail is primarily generated from the Company’s China retail marketplaces and includes revenue from customer management, commissions and sales of goods.

(iii)

Revenue from China commerce wholesale is primarily generated from 1688.com and includes revenue from membership fees and customer management.

(iv)

Revenue from international commerce retail is primarily generated from Lazada (Note 4(i)) and AliExpress and includes revenue from sales of goods, commissions, logistics services and customer management.

(v)

Revenue from international commerce wholesale is primarily generated from Alibaba.com and includes membership fees and revenue from customer management.

(vi)

Revenue from Cainiao logistics services represents revenue from the domestic and cross-border fulfillment services provided by Cainiao Network (Note 4(f)).

(vii)

Revenue from local consumer services primarily represents revenue from the provision of delivery services and other services provided by Ele.me (Note 4(c)).

(viii)

Revenue from cloud computing is primarily generated from the provision of services, such as elastic computing, database, storage, network virtualization services, large scale computing, security, management and application services, big data analytics, and machine learning platform and IoT services.

(ix)

Revenue from digital media and entertainment is primarily generated from Youku (Note 4(h)) and UCWeb and includes revenue from customer management and membership fees.

(x)

Revenue from innovation initiatives and others is primarily generated from businesses such as Amap and other innovation initiatives. Other revenue also includes the SME Annual Fee received from Ant Financial and its affiliates (Note 4(a)).

Revenue by type is as follows:

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017 (i)

    

2018 (i)

    

2019

 

 

(in millions of RMB)

Customer management services

 

 

 

 

 

 

P4P and display marketing

 

83,581

 

119,822

 

151,654

Other customer management services

 

5,706

 

9,076

 

13,962

Total customer management services

 

89,287

 

128,898

 

165,616

Commission

 

37,848

 

52,411

 

81,086

Membership fees

 

10,638

 

13,823

 

19,139

Logistics services

 

 —

 

6,759

 

23,397

Cloud computing services

 

6,663

 

13,390

 

24,702

Sales of goods

 

3,889

 

18,719

 

46,942

Other revenue (ii)

 

9,948

 

16,266

 

15,962

Total

 

158,273

 

250,266

 

376,844

 

(i)

Prior period amounts have not been adjusted due to the adoption of ASC 606 under the modified retrospective method (Note 2(g)).

(ii)

Other revenue includes other value‑added services provided through various platforms and the SME Annual Fee received from Ant Financial and its affiliates (Note 4(a)).

The amount of revenue recognized for performance obligations satisfied (or partially satisfied) in prior periods for contracts with expected duration of more than one year during the year ended March 31, 2019 was not material. As permitted under the transitional provision in ASC 606, the amount of revenue recognized for performance obligations satisfied (or partially satisfied) as of March 31, 2018 is not disclosed.

v3.19.3
Earnings per share/ADS
12 Months Ended
Mar. 31, 2019
Earnings per share/ADS  
Earnings per share/ADS

9.Earnings per share/ADS

Following the Share Subdivision and the ADS Ratio Change as detailed in Note 2(a), each ordinary share was subdivided into eight ordinary shares and each ADS represents eight ordinary shares. The weighted average number of ordinary shares used for the calculation of basic and diluted earnings per share/ADS for the years ended March 31, 2017, 2018 and 2019 have been retrospectively adjusted.

Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of outstanding ordinary shares, adjusted for treasury shares. Basic earnings per ADS is derived from the basic earnings per share after adjustment to the Company’s ordinary share-to-ADS ratio.

For the calculation of diluted earnings per share, net income attributable to ordinary shareholders for basic earnings per share is adjusted by the effect of dilutive securities, including share‑based awards, under the treasury stock method. Potentially dilutive securities, of which the amounts are insignificant, have been excluded from the computation of diluted net income per share if their inclusion is anti‑dilutive. Diluted earnings per ADS is derived from the diluted earnings per share after adjustment to the Company’s ordinary share-to-ADS ratio.

The following table sets forth the computation of basic and diluted net income per share/ADS for the following periods:

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB, except share

 

 

data and per share data)

Earnings per share

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net income attributable to ordinary shareholders for computing net income per ordinary share - basic

 

43,675

 

63,985

 

87,600

Dilution effect arising from share-based awards issued by a subsidiary and equity investees

 

(11)

 

(21)

 

(42)

Net income attributable to ordinary shareholders for computing net income per ordinary share - diluted

 

43,664

 

63,964

 

87,558

 

 

 

 

 

 

 

Shares (denominator):

 

 

 

 

 

 

Weighted average number of shares used in calculating net income per ordinary share - basic (million shares) (Note)

 

19,941

 

20,425

 

20,640

Adjustments for dilutive RSUs and share options (million shares) (Note)

 

638

 

456

 

348

Weighted average number of shares used in calculating net income per ordinary share - diluted (million shares) (Note)

 

20,579

 

20,881

 

20,988

Net income per ordinary share - basic (RMB) (Note)

 

2.19

 

3.13

 

4.24

Net income per ordinary share - diluted (RMB) (Note)

 

2.12

 

3.06

 

4.17

Earnings per ADS

 

 

 

 

 

 

Net income per ADS

 

 

 

 

 

 

- basic (RMB)

 

17.52

 

25.06

 

33.95

Net income per ADS

 

 

 

 

 

 

- diluted (RMB)

 

16.97

 

24.51

 

33.38

 

Note: Basic and diluted net income per ordinary share, weighted average number of shares and the adjustments for dilutive RSUs and share options have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

v3.19.3
Earnings per share/ADS (Details)
¥ / shares in Units, $ / shares in Units, ¥ in Millions, shares in Millions, $ in Millions
12 Months Ended
Jul. 30, 2019
Mar. 31, 2019
USD ($)
$ / shares
shares
Mar. 31, 2019
CNY (¥)
¥ / shares
shares
Mar. 31, 2018
CNY (¥)
¥ / shares
shares
Mar. 31, 2017
CNY (¥)
¥ / shares
shares
Jul. 29, 2019
Earnings per share/ADS            
Ratio of share subdivision 8          
ADS ratio 8         1
Numerator:            
Net income attributable to ordinary shareholders for computing net income per ordinary share - basic   $ 13,053 ¥ 87,600 ¥ 63,985 ¥ 43,675  
Dilution effect arising from share-based awards issued by a subsidiary and equity investees | ¥     (42) (21) (11)  
Net income attributable to ordinary shareholders for computing net income per ordinary share - diluted | ¥     ¥ 87,558 ¥ 63,964 ¥ 43,664  
Shares (denominator):            
Weighted average number of shares used in calculating net income per ordinary share - basic (million shares) [1]   20,640 20,640 20,425 19,941  
Adjustments for dilutive RSUs and share options (million shares)   348 348 456 638  
Weighted average number of shares used in calculating net income per ordinary share - diluted (million shares) [1]   20,988 20,988 20,881 20,579  
Net income per ordinary share - basic | (per share) [1]   $ 0.63 ¥ 4.24 ¥ 3.13 ¥ 2.19  
Net income per ordinary share - diluted | (per share) [1]   0.62 4.17 3.06 2.12  
Earnings per ADS            
Net income per ADS - basic | (per share)   5.06 33.95 25.06 17.52  
Net income per ADS - diluted | (per share)   $ 4.97 ¥ 33.38 ¥ 24.51 ¥ 16.97  
[1] Note: Basic and diluted earnings per share and the number of shares have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).
v3.19.3
Other income, net (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Other income, net        
Government grants   ¥ 666 ¥ 555 ¥ 451
Amortization of restructuring reserve $ (39) (264) (264) (264)
Exchange differences   (1,950) (1,679) 2,328
Others   1,252 2,104 1,485
Total $ 32 221 4,160 6,086
Profit Share Payments        
Other income, net        
Fees   ¥ 517 ¥ 3,444 ¥ 2,086
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments- Equity investments and others (Details)
$ / shares in Units, ¥ in Millions, shares in Millions, $ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Mar. 31, 2019
CNY (¥)
Dec. 31, 2018
USD ($)
Dec. 31, 2018
CNY (¥)
Jul. 31, 2018
CNY (¥)
Jun. 30, 2018
USD ($)
Jun. 30, 2018
CNY (¥)
Apr. 30, 2018
USD ($)
Apr. 30, 2018
CNY (¥)
Mar. 31, 2018
CNY (¥)
Jan. 31, 2018
HKD ($)
Jan. 31, 2018
CNY (¥)
Oct. 31, 2017
CNY (¥)
Sep. 30, 2017
USD ($)
Sep. 30, 2017
CNY (¥)
May 31, 2016
CNY (¥)
$ / shares
May 31, 2016
CNY (¥)
shares
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
USD ($)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
USD ($)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
Apr. 01, 2018
CNY (¥)
Mar. 31, 2018
CNY (¥)
Jan. 31, 2018
USD ($)
Jan. 31, 2018
CNY (¥)
Dec. 31, 2017
HKD ($)
Dec. 31, 2017
CNY (¥)
Oct. 31, 2017
USD ($)
Oct. 31, 2017
CNY (¥)
Sep. 30, 2017
CNY (¥)
Aug. 31, 2017
CNY (¥)
Investment                                                                  
Carrying value as equity method investment                                 $ 12,584         ¥ 84,964 ¥ 84,454 ¥ 79,758 ¥ 79,758                
A-RT Retail Holdings Limited | Sun Art                                                                  
Investment                                                                  
Equity interest held in subsidiary (as a percentage)                                                       51.00% 51.00%        
STO Express                                                                  
Investment                                                                  
Principal amount of loan                                             ¥ 5,000                    
Maturity term of loan (in years) 3 years                                                                
Ownership to be acquired (as a percent) 29.90%                                                                
Commitment made by the Company to invest, amount ¥ 4,700                                                                
Investment vehicle controlled by the controlling shareholder                                                                  
Investment                                                                  
Percentage of equity interest acquired 49.00%                                                                
Focus Media                                                                  
Investment                                                                  
Percentage of equity interest acquired                                 7.00% 7.00%                              
Cash consideration                                   ¥ 10,700                              
Commitment made by the Company to invest, amount                                 $ 511 ¥ 3,429                              
Focus Media | Entity controlled by the founder and chairman of Focus Media                                                                  
Investment                                                                  
Equity interest (as a percent)                                 23.00%           23.00%                    
Entity controlled by the founder and chairman of Focus Media                                                                  
Investment                                                                  
Ownership to be acquired (as a percent)                                 10.00% 10.00%                              
Tokopedia | Preferred shares                                                                  
Investment                                                                  
Cash consideration   $ 500 ¥ 3,443                                                            
Purchase consideration, cost method                                     $ 445 ¥ 2,920                          
Value of the shares agreed to subscribe | $                                     $ 500                            
Period for additional investment from initial investment                                     24 months 24 months                          
Equity interest on diluted basis (as a percent)   29.00% 29.00%                                                            
Onshore Retail Fund                                                                  
Investment                                                                  
Equity interest (as a percent)                                 20.00%           20.00%                    
Amount committed                                                                 ¥ 1,600
Cost of equity interest                                             ¥ 922   ¥ 462                
Offshore Retail Fund                                                                  
Investment                                                                  
Equity interest (as a percent)                                 10.00%           10.00%                    
Amount committed | $                                                   $ 200              
Cost of equity interest | $                                 $ 78   $ 77                            
Huatai Securities                                                                  
Investment                                                                  
Percentage of equity interest acquired       3.00%                                                          
Cash consideration       ¥ 3,500                                                          
ZTO Express                                                                  
Investment                                                                  
Percentage of equity interest acquired         8.00% 8.00%                                                      
Cash consideration         $ 1,100 ¥ 7,114                                                      
Huitongda                                                                  
Investment                                                                  
Percentage of equity interest acquired             20.00% 20.00%                                                  
Cash consideration               ¥ 4,500                                                  
Shiji Retail                                                                  
Investment                                                                  
Percentage of equity interest acquired             38.00% 38.00%                                                  
Cash consideration             $ 486 ¥ 3,062                                                  
Wanda Film                                                                  
Investment                                                                  
Equity interest (as a percent)                                     8.00%           8.00%                
Purchase consideration, cost method                 ¥ 4,676                                                
Easyhome                                                                  
Investment                                                                  
Equity interest (as a percent)                                     10.00%           10.00%                
Purchase consideration, cost method                 ¥ 3,635                                                
Sun Art                                                                  
Investment                                                                  
Purchase consideration                   $ 2 ¥ 2                                            
Allocated to net assets acquired                                                     ¥ 12,999            
Ownership of investee upon completion of transaction (as a percent)                                                   31.00% 31.00%            
Direct ownership of investee upon completion of transaction (as a percent)                                                   21.00% 21.00%            
Sun Art | A-RT Retail Holdings Limited                                                                  
Investment                                                                  
Cost of equity interest                                                       $ 19,303 ¥ 16,264        
Sun Art | Amortizable intangible assets                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                     ¥ 2,499            
Sun Art | Goodwill                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                     2,953            
Sun Art | Deferred tax liabilities                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                     ¥ 2,187            
China Unicom | Ordinary Shares                                                                  
Investment                                                                  
Purchase price                       ¥ 4,325                                          
Equity interest (as a percent)                                                           2.00% 2.00%    
Best Logistics                                                                  
Investment                                                                  
Purchase consideration                         $ 100 ¥ 657                                      
Equity interest (as a percent)                         23.00%                                     23.00%  
Allocated to net assets acquired                                                             ¥ 629 ¥ 1,035  
Cost of equity interest                         $ 256                                     ¥ 1,679  
Ownership of investee upon completion of transaction (as a percent)                                                           28.00% 28.00%    
Fair value of investment securities accounted for under the equity method                                                           $ 215 ¥ 1,420    
Best Logistics | Cainiao Network                                                                  
Investment                                                                  
Equity interest (as a percent)                         5.00%                                     5.00%  
Best Logistics | Amortizable intangible assets                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                             652 ¥ 1,072  
Best Logistics | Goodwill                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                             270 443  
Best Logistics | Deferred tax liabilities                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                                                             ¥ 131 ¥ 214  
Didi Chuxing                                                                  
Investment                                                                  
Purchase consideration, cost method                                     $ 400 ¥ 2,652 $ 400 2,652                      
Equity interest on diluted basis (as a percent)                         5.00%                                     5.00%  
Proceeds from disposal                         $ 639 ¥ 4,198                                      
Gain arising from disposal                                       2,096                          
Suning                                                                  
Investment                                                                  
Allocated to net assets acquired                             ¥ 12,778 ¥ 12,778                                  
Investment cost recognized as an issuance of treasury shares                                         $ 429 ¥ 2,823                      
Equity interest disposed by investee                                   ¥ 2,233   ¥ 590                          
Suning | Before the Share Subdivision                                                                  
Investment                                                                  
Number of shares agreed to be subscribed by investee | shares                               26.3                                  
Percentage of equity interest in the Company                               1.10%                                  
Cash consideration (USD per share) | $ / shares                             ¥ 81.51                                    
Suning | Ordinary Shares                                                                  
Investment                                                                  
Percentage of equity interest acquired                               19.99%                                  
Purchase consideration                               ¥ 28,200                                  
Suning | Amortizable intangible assets                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                             ¥ 5,100 5,100                                  
Suning | Goodwill                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                             9,113 9,113                                  
Suning | Deferred tax liabilities                                                                  
Investment                                                                  
Difference between equity method carrying amount and underlying equity in net assets                             ¥ 1,582 ¥ 1,582                                  
v3.19.3
Share-based awards- Share options (Details)
¥ in Millions
12 Months Ended
Mar. 31, 2019
$ / shares
Mar. 31, 2019
CNY (¥)
shares
Mar. 31, 2018
$ / shares
Mar. 31, 2018
CNY (¥)
shares
Mar. 31, 2017
$ / shares
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
shares
Fair value assumptions              
Share-based compensation expense | ¥   ¥ 37,491   ¥ 20,075   ¥ 15,995  
Options              
Number of share options              
Outstanding at beginning of year | shares   7,938,015          
Exercised | shares   (795,809)          
Cancelled/forfeited/expired | shares   (25,000)          
Outstanding at end of year | shares   7,117,206   7,938,015      
Vested and exercisable | shares             3,258,039
Vested and expected to vest | shares             7,016,598
Weighted average exercise price per share option              
Outstanding at beginning of year | $ / shares $ 70.10            
Exercised | $ / shares 45.02            
Cancelled/forfeited/expired | $ / shares 76.81            
Outstanding at end of year | $ / shares 72.88   $ 70.10        
Vested and exercisable | $ / shares 75.32            
Vested and expected to vest | $ / shares 72.78            
Weighted average remaining contractual life              
Weighted average remaining contractual life, outstanding   3 years 8 months 12 days   4 years 6 months      
Weighted average remaining contractual life, vested and exercisable   3 years 7 months 6 days          
Weighted average remaining contractual life, vested and expected to vest   3 years 8 months 12 days          
Additional disclosure              
Aggregate intrinsic value of all outstanding options | ¥             ¥ 5,243
Aggregate intrinsic value of options that were vested and exercisable | ¥             2,347
Aggregate intrinsic value of options that were vested and expected to vest | ¥             5,173
Weighted average grant date fair value of share options | $ / shares $ 0.00   $ 0.00   $ 22.89    
Total grant date fair value of options vested | ¥   ¥ 311   ¥ 452   348  
Aggregate intrinsic value of share options exercised | ¥   708   1,980   1,799  
Cash received from option exercise under the share option plans | ¥   ¥ 220   ¥ 174   ¥ 287  
Granted | shares   0   0      
Fair value assumptions              
Risk-free interest rate, minimum           1.23%  
Risk-free interest rate, maximum           1.30%  
Expected dividend yield           0.00%  
Expected life (years)           4 years 4 months 17 days  
Expected volatility, minimum           31.70%  
Expected volatility, maximum           33.20%  
Share-based compensation expense | ¥   ¥ 181   ¥ 270   ¥ 524  
Unamortized compensation costs | ¥             ¥ 111
Weighted average period over which unamortized compensation costs expected be recognized   1 year 6 months          
Options | Non-employees              
Number of share options              
Outstanding at beginning of year | shares   141,000          
Outstanding at end of year | shares   76,550   141,000      
v3.19.3
Segment information - Reconciliation from the Adjusted EBITA to the consolidated net income (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Share-based compensation expense   ¥ (37,491) ¥ (20,075) ¥ (15,995)
Amortization of intangible assets $ (1,599) (10,727) (7,120) (5,122)
Impairment of goodwill   0 (494) 0
Settlement of U.S. federal class action lawsuit   (1,679)    
Consolidated income from operations 8,506 57,084 69,314 48,055
Interest and investment income, net 6,572 44,106 30,495 8,559
Interest expenses (773) (5,190) (3,566) (2,671)
Other income, net 32 221 4,160 6,086
Income tax expenses (2,466) (16,553) (18,199) (13,776)
Share of results of equity investees   566 (20,792) (5,027)
Net income $ 11,955 80,234 61,412 41,226
Total segments        
Adjusted EBITA   113,242 102,000 72,289
Share-based compensation expense   (30,788) (16,589) (11,666)
Amortization of intangible assets   (10,491) (6,794) (4,804)
Consolidated income from operations   71,963 78,617 55,819
Unallocated        
Adjusted EBITA   (6,261) (4,997) (3,117)
Share-based compensation expense   (6,703) (3,486) (4,329)
Amortization of intangible assets   (236) (326) (318)
Impairment of goodwill     (494)  
Settlement of U.S. federal class action lawsuit   (1,679)    
Consolidated income from operations   ¥ (14,879) ¥ (9,303) ¥ (7,764)
v3.19.3
Commitments- Investment commitments (Details) - CNY (¥)
¥ in Millions
Mar. 31, 2019
Mar. 31, 2018
Business combinations and equity investments under various arrangements | Maximum    
Investment commitments    
Amount committed ¥ 23,954 ¥ 15,174
v3.19.3
Summary of significant accounting policies- VIEs (Details)
$ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
CNY (¥)
Consolidated VIEs          
Accounts receivable, net of allowance     ¥ 7,284,000,000   ¥ 13,771,000,000
Total assets $ 143,801   717,124,000,000   965,076,000,000
Accrued expenses, accounts payable and other liabilities 17,540   81,165,000,000   117,711,000,000
Deferred revenue and customer advances     23,290,000,000   32,262,000,000
Deferred tax liabilities 3,355   19,312,000,000   22,517,000,000
Total liabilities 52,104   277,685,000,000   349,674,000,000
Revenue 56,152 ¥ 376,844,000,000 250,266,000,000 ¥ 158,273,000,000  
Net loss 11,955 80,234,000,000 61,412,000,000 41,226,000,000  
Net cash provided by operating activities 22,496 150,975,000,000 125,805,000,000 82,854,000,000  
Net cash used in investing activities (22,509) (151,060,000,000) (83,764,000,000) (79,579,000,000)  
Net cash provided by financing activities $ (1,101) (7,392,000,000) 20,359,000,000 32,914,000,000  
Assets, except for registered capital and PRC statutory reserves of VIEs, that can only be used to settle obligations of the respective VIEs         0
Consolidated VIEs          
Consolidated VIEs          
Cash and cash equivalents and short-term investments     7,507,000,000   15,019,000,000
Investments in equity investees and investment securities     26,611,000,000   28,230,000,000
Accounts receivable, net of allowance     5,733,000,000   9,540,000,000
Amounts due from non-VIE subsidiaries of the Company     1,949,000,000   6,398,000,000
Prepayment for licensed copyrights     1,736,000,000   2,633,000,000
Property and equipment and intangible assets     6,788,000,000   6,161,000,000
Others     4,139,000,000   5,992,000,000
Total assets     54,463,000,000   73,973,000,000
Amounts due to non-VIE subsidiaries of the Company     41,090,000,000   60,273,000,000
Accruals for purchase of licensed copyrights     3,686,000,000   3,498,000,000
Accrued expenses, accounts payable and other liabilities     10,931,000,000   14,594,000,000
Deferred revenue and customer advances     4,997,000,000   7,213,000,000
Deferred tax liabilities     995,000,000   448,000,000
Total liabilities     61,699,000,000   ¥ 86,026,000,000
Revenue   66,674,000,000 32,898,000,000 24,712,000,000  
Net loss   (7,063,000,000) (6,167,000,000) (4,688,000,000)  
Net cash provided by operating activities   4,163,000,000 5,547,000,000 3,220,000,000  
Net cash used in investing activities   (8,503,000,000) (20,366,000,000) (2,557,000,000)  
Net cash provided by financing activities   ¥ 12,373,000,000 ¥ 14,286,000,000 ¥ 2,688,000,000  
v3.19.3
Accrued expenses, accounts payable and other liabilities (Tables)
12 Months Ended
Mar. 31, 2019
Accrued expenses, accounts payable and other liabilities  
Schedule of accrued expenses, accounts payable and other liabilities

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Current:

 

 

 

 

Payables and accruals for cost of revenue and sales and marketing expenses

 

40,363

 

51,958

Accrued bonus and staff costs, including sales commission

 

11,212

 

14,034

Payable to merchants and third party marketing affiliates

 

6,584

 

12,554

Other deposits and advances received

 

6,271

 

10,447

Payables and accruals for purchases of property and equipment

 

6,095

 

5,548

Amounts due to related companies (i)

 

1,996

 

4,570

Other taxes payable (ii)

 

2,382

 

3,448

Contingent and deferred consideration in relation to investments and acquisitions

 

807

 

3,301

Accrued professional services and administrative expenses

 

1,371

 

2,361

Accrued donations

 

1,215

 

1,738

Accrual for interest expense

 

885

 

924

Others (iii)

 

1,984

 

6,828

 

 

81,165

 

117,711

Non-current:

 

 

 

 

Contingent and deferred consideration  in relation to investments and acquisitions

 

408

 

3,872

Others

 

1,637

 

2,315

 

 

2,045

 

6,187

 

(i)

Amounts due to related companies primarily represent balances arising from the transactions with Ant Financial and its subsidiaries (Note 21). The balances are unsecured, interest free and repayable within the next twelve months.

(ii)

Other taxes payable represent business tax, VAT and related surcharges and PRC individual income tax of employees withheld by the Company.

(iii)

Other current liabilities as of March 31, 2019 include a settlement provision of US$250 million (RMB1,679 million) for a U.S. federal class action lawsuit that has been pending since January 2015 (Note 24(g)).

v3.19.3
Commitments (Tables)
12 Months Ended
Mar. 31, 2019
Capital expenditures  
Commitments  
Schedule of commitments

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB) 

Contracted but not provided for:

 

 

 

 

Purchase of property and equipment

 

3,181

 

5,656

Construction of corporate campuses

 

2,607

 

3,576

 

 

5,788

 

9,232

 

Office facility and transportation equipment  
Commitments  
Schedule of operating lease commitments for office facility and transportation equipment

 

 

 

 

 

 

 

 

As of March 31, 

 

    

2018

    

2019

 

 

(in millions of RMB) 

No later than 1 year

 

2,760

 

4,984

Later than 1 year and no later than 5 years

 

7,652

 

10,675

More than 5 years

 

11,940

 

15,346

Total

 

22,352

 

31,005

 

Co-location, bandwidth fees, licensed copyrights and marketing expenses  
Commitments  
Schedule of commitments

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB) 

No later than 1 year

 

19,737

 

21,768

Later than 1 year and no later than 5 years

 

12,097

 

22,291

More than 5 years

 

3,672

 

4,964

Total

 

35,506

 

49,023

 

v3.19.3
Summary of significant accounting policies (Tables)
12 Months Ended
Mar. 31, 2019
Summary of significant accounting policies  
Schedule of financial information of the VIEs in the PRC

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Cash and cash equivalents and short-term investments

 

7,507

 

15,019

Investments in equity investees and  investment securities

 

26,611

 

28,230

Accounts receivable, net of allowance

 

5,733

 

9,540

Amounts due from non-VIE subsidiaries of the Company

 

1,949

 

6,398

Prepayment for licensed copyrights

 

1,736

 

2,633

Property and equipment and intangible assets

 

6,788

 

6,161

Others

 

4,139

 

5,992

Total assets

 

54,463

 

73,973

 

 

 

 

 

Amounts due to non-VIE subsidiaries of the Company

 

41,090

 

60,273

Accruals for purchase of licensed copyrights

 

3,686

 

3,498

Accrued expenses, accounts payable and other liabilities

 

10,931

 

14,594

Deferred revenue and customer advances

 

4,997

 

7,213

Deferred tax liabilities

 

995

 

448

Total liabilities

 

61,699

 

86,026

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Revenue (i)

 

24,712

 

32,898

 

66,674

Net loss

 

(4,688)

 

(6,167)

 

(7,063)

Net cash provided by operating activities

 

3,220

 

5,547

 

4,163

Net cash used in investing activities

 

(2,557)

 

(20,366)

 

(8,503)

Net cash provided by financing activities

 

2,688

 

14,286

 

12,373

 

(i)

Revenue generated by the VIEs are primarily from cloud computing services, digital media and entertainment services, local consumer services and others.

Schedule of estimated useful lives of property and equipment

 

 

 

 

 

Computer equipment and software

    

3 – 5 years

Furniture, office and transportation equipment

 

3 – 10 years

Buildings

 

20 – 50 years

Property improvements

 

shorter of remaining lease period or estimated useful life

 

Schedule of estimated useful lives of identifiable intangible assets other than licensed copyrights

 

 

 

User base and customer relationships

    

1 – 16 years

Trade names, trademarks and domain names

 

3 – 20 years

Developed technology and patents

 

2 – 5 years

Non-compete agreements

 

over the contracted term of up to 6 years

 

v3.19.3
Commitments
12 Months Ended
Mar. 31, 2019
Commitments  
Commitments

23.Commitments

(a)   Capital commitments

Capital expenditures contracted for are analyzed as follows:

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB) 

Contracted but not provided for:

 

 

 

 

Purchase of property and equipment

 

3,181

 

5,656

Construction of corporate campuses

 

2,607

 

3,576

 

 

5,788

 

9,232

 

(b)   Operating lease commitments for office facility and transportation equipment

The Company has leased office premises and transportation equipment under non-cancellable operating lease agreements. These leases have different terms and renewal rights. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

 

 

 

 

 

 

 

 

As of March 31, 

 

    

2018

    

2019

 

 

(in millions of RMB) 

No later than 1 year

 

2,760

 

4,984

Later than 1 year and no later than 5 years

 

7,652

 

10,675

More than 5 years

 

11,940

 

15,346

Total

 

22,352

 

31,005

 

For the years ended March 31, 2017, 2018 and 2019, the Company incurred rental expenses under operating leases of RMB747 million, RMB2,279 million and RMB4,699 million, respectively.

 

(c)   Commitments for co-location and bandwidth fees, licensed copyrights and marketing expenses

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB) 

No later than 1 year

 

19,737

 

21,768

Later than 1 year and no later than 5 years

 

12,097

 

22,291

More than 5 years

 

3,672

 

4,964

Total

 

35,506

 

49,023

 

(d)  Investment commitments

The Company was obligated to pay up to RMB15,174 million and RMB23,954 million for business combinations and equity investments under various arrangements as of March 31, 2018 and 2019, respectively. The commitment balance as of March 31, 2018 primarily includes the consideration for the investment in Shiji Retail (Note 4(r)) and the acquisition of Kaiyuan (Note 4(e)). The commitment balance as of March 31, 2019 primarily includes the consideration for the investment relating to STO Express (Note 4(k)), Focus Media (Note 4(l)) and the remaining committed capital of certain investment funds.

(e)  Sponsorship commitment

In January 2017, the Company entered into a framework agreement with the International Olympic Committee (the “IOC”) and the United States Olympic Committee for a long-term partnership arrangement through 2028. Joining in The Olympic Partner worldwide sponsorship program, the Company has become the official “E-Commerce Services” Partner and “Cloud Services” Partner of the IOC. In addition, the Company has been granted certain marketing rights, benefits and opportunities relating to future Olympic Games and related initiatives, events and activities. The Company will provide at least US$815 million worth of cash, cloud infrastructure services and cloud computing services, as well as marketing and media support in connection with various Olympic initiatives, events and activities, including the Olympic Games and the Winter Olympic Games through 2028. As of March 31, 2018 and 2019, the aggregate amount of cash to be paid and value of services to be provided in the future approximates US$770 million and US$738 million, respectively.

v3.19.3
Income tax expenses (Tables)
12 Months Ended
Mar. 31, 2019
Income tax expenses  
Schedule of composition of income tax expenses

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB) 

Current income tax expense

 

13,495

 

17,223

 

18,750

Deferred taxation

 

281

 

976

 

(2,197)

 

 

13,776

 

18,199

 

16,553

 

Schedule of composition of deferred tax assets and liabilities

 

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Deferred tax assets

 

 

 

 

Licensed copyrights

 

1,191

 

2,475

Tax losses carried forward and others (i)

 

9,467

 

21,896

 

 

10,658

 

24,371

Valuation allowance

 

(8,476)

 

(21,838)

Total deferred tax assets

 

2,182

 

2,533

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

Identifiable intangible assets

 

(9,181)

 

(12,659)

Withholding tax on undistributed earnings (ii)

 

(8,375)

 

(7,901)

Investment securities and others

 

(1,756)

 

(1,957)

Total deferred tax liabilities

 

(19,312)

 

(22,517)

Net deferred tax liabilities

 

(17,130)

 

(19,984)

 

(i)

Others is primarily comprised of property and equipment, deferred revenue and customer advances, as well as accrued expenses which are not deductible until paid under PRC tax laws.

(ii)

The related deferred tax liabilities as of March 31, 2018 and 2019 were provided on the assumption that 100% of the distributable reserves of the major PRC subsidiaries will be distributed as dividends, except for those undistributed earnings that the Company intends to invest indefinitely in the PRC which amounted to RMB28.6 billion and RMB49.7 billion, respectively.

Schedule of reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB, except per

 

 

share data)

Income before income tax and share of result of equity investees

 

60,029

 

100,403

 

96,221

Income tax computed at statutory EIT rate (25%)

 

15,007

 

25,101

 

24,055

Effect of different tax rates available to different jurisdictions

 

(772)

 

392

 

(1,568)

Effect of tax holiday and preferential tax benefit on assessable profits of subsidiaries incorporated in the PRC

 

(10,507)

 

(14,782)

 

(17,687)

Non-deductible expenses and non-taxable income, net (i)

 

6,090

 

1,780

 

8,168

Tax savings from additional deductions on certain research and development expenses available for subsidiaries incorporated in the PRC (ii)

 

(1,694)

 

(2,330)

 

(5,774)

Withholding tax on the earnings distributed and anticipated to be remitted

 

3,009

 

4,393

 

3,954

Change in valuation allowance, deduction of certain share-based compensation expense and others (iii)

 

2,643

 

3,645

 

5,405

Income tax expenses

 

13,776

 

18,199

 

16,553

Effect of tax holidays inside the PRC on basic earnings per share (RMB)

 

0.53

 

0.72

 

0.86

Effect of tax holidays inside the PRC on basic earnings per ADS (RMB)

 

4.21

 

5.79

 

6.86

 

(i)

Expenses not deductible for tax purposes and non-taxable income primarily represent investment income (loss), share-based compensation expense, interest expense and exchange differences. Investment income (loss) during the year ended March 31, 2017 includes gains from the revaluation of previously held equity interest relating to the acquisition of Youku (Note 4(h)). Investment income (loss) during the year ended March 31, 2018 includes gains from the revaluation of previously held equity interests relating to the acquisitions of Cainiao Network (Note 4(f)) and Intime (Note 4(g)). Investment income (loss) during the year ended March 31, 2019 includes gains from the revaluation of previously held equity interest relating to the acquisitions of Koubei (Note 4(c)) and Alibaba Pictures (Note 4(b)).

(ii)

This amount represents tax incentives relating to the research and development expenses of certain major operating subsidiaries in the PRC.

(iii)

This amount primarily represents valuation allowance against the deferred tax assets associated with operating losses, amortization of licensed copyrights and other timing differences which may not be realized as a tax benefit.

v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments
12 Months Ended
Mar. 31, 2019
Significant restructuring transaction, mergers and acquisitions and investments  
Significant restructuring transaction, mergers and acquisitions and investments

4.Significant restructuring transaction, mergers and acquisitions and investments

Restructuring transaction

(a)         2014 restructuring of the relationship with Ant Financial and Alipay and 2018 amendments

In August 2014, the Company entered into a share and asset purchase agreement (the “2014 SAPA”), and entered into or amended certain ancillary agreements including an amendment and restatement of the intellectual property license agreement with Alipay (the “2014 IPLA”). Pursuant to these agreements, the Company restructured its relationships with Ant Financial and Alipay.

As of August 2014, the fair value of the restructured arrangement exceeded the fair value of the pre-existing arrangement with Ant Financial by RMB1.3 billion. As Ant Financial was controlled by a director and major shareholder of the Company, the excess value provided to the Company in this related party transaction was accounted for as an equity contribution by the shareholder in the statement of changes in shareholders’ equity. Given the nature of this transaction, the corresponding asset representing the excess value receivable by the Company was accounted for as a restructuring reserve in equity and amortized as an expense in the consolidated income statements over the expected term of the restructured arrangement which is estimated to be five years. The amortization of the excess value of RMB264 million, RMB264 million and RMB264 million were recorded in other income, net in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively (Note 6).

In February 2018, the Company amended both the 2014 SAPA (the amended version of which is referred to as the “2018 SAPA”) and the Alipay commercial agreement, and agreed with Ant Financial and certain other parties on forms of certain ancillary agreements, including an amendment and restatement of the 2014 IPLA (“the 2018 IPLA”). The 2018 SAPA and amendment to the Alipay commercial agreement were entered into to facilitate the planned acquisition of a 33% equity interest in Ant Financial, and the forms of certain ancillary agreements will be entered into and/or become effective upon the closing of the acquisition of this equity interest.

Apart from the amended provisions described below, the key terms of the agreements with Ant Financial and Alipay from the 2014 restructuring remain substantially unchanged.

2014 SAPA and 2018 SAPA

Sale of SME loan business and certain other assets

Pursuant to the 2014 SAPA, the Company agreed to sell certain securities and assets primarily relating to the SME loan business and other related services to Ant Financial for an aggregate cash consideration of RMB3,219 million. The sale was completed in February 2015. In addition, pursuant to software system use and service agreements relating to the know-how and related intellectual property that we agreed to sell together with the SME loan business and related services, the Company will receive annual fees (the “SME Annual Fee”) for a term of seven years. These SME Annual Fees, which are recognized as other revenue, are determined as follows: for calendar years 2015 to 2017, the entities operating the SME loan business paid an annual fee equal to 2.5% of the average daily balance of the SME loans provided by these entities, and in calendar years 2018 to 2021, these entities will pay an annual fee equal to the amount of the fees paid in calendar year 2017. The Company accounts for the SME Annual Fee in the periods when the services are provided, where the payments are expected to approximate the estimated fair values of the services provided. The SME Annual Fee of RMB847 million, RMB956 million and RMB954 million were recorded in revenue in the consolidated financial statements for the years ended March 31, 2017, 2018 and 2019, respectively (Note 21).

Planned issuance of equity interest

Pursuant to the 2014 SAPA, the Company is entitled to receive up to 33% equity interest in Ant Financial under certain circumstances. To facilitate the acquisition of equity interest in Ant Financial contemplated under the 2014 SAPA, the 2018 SAPA provides that Ant Financial will issue new securities to the Company representing a 33% equity interest in Ant Financial, subject to the receipt of the necessary PRC regulatory approvals and the satisfaction of other conditions set forth in the 2018 SAPA.

Under the 2014 SAPA and the 2018 SAPA, the consideration to acquire the 33% equity interest in Ant Financial will be fully funded by payments from Ant Financial and its subsidiaries to the Company in consideration for certain intellectual property and assets that the Company will transfer upon the issuance of the equity interest. The consideration is determined based on the fair value of the underlying assets. The Company currently estimates the total consideration for the acquisition of the 33% equity interest in Ant Financial will be approximately RMB12.2 billion before deducting expenses in connection with the transfers and share subscription. The large majority of the intellectual property and assets to be transferred as part of these arrangements was previously planned to be transferred to Ant Financial pursuant to the 2014 SAPA. Ant Financial may elect to defer certain offshore transfer payments, in which case the Company’s obligations to pay corresponding consideration for the equity issuance will also be deferred. If the Company has made all its outstanding equity issuance consideration payments at a time when Ant Financial has not made all corresponding transfer payments to the Company, Ant Financial or its subsidiaries will issue interest-bearing promissory notes to the Company. In any event, Ant Financial must complete all outstanding transfer payments to the Company, by the earlier of (i) the first anniversary of an Ant Financial IPO meeting certain minimum criteria for a qualified IPO set forth in the 2018 SAPA (a “Qualified IPO”), and (ii) the fifth anniversary of the issuance of the equity interest.

Upon the issuance of the equity interest, the Company will enter into the 2018 IPLA and the Profit Share Payments under the 2014 IPLA will automatically terminate.

Removal of liquidity event payment obligation

Under the 2014 SAPA, in the event of a qualified IPO of Ant Financial or Alipay, if the Company had not acquired equity interest in Ant Financial prior to the closing of such IPO, the Company was entitled, at its election, to receive a one-time liquidity event payment equal to 37.5% of the equity value, immediately prior to the qualified IPO. If the Company had acquired the equity interest in Ant Financial, but in an aggregate amount less than 33%, the percentage of Ant Financial’s equity value used to calculate this liquidity event payment would be adjusted proportionately. In lieu of receiving the liquidity event payment, the Company could instead elect to receive the Profit Share Payments under the 2014 IPLA described below in perpetuity, subject to the receipt of regulatory approvals. If the Company so elected, in connection with the qualified IPO, Ant Financial would have been required to use its commercially reasonable efforts to obtain these regulatory approvals. If these approvals were not obtained, then Ant Financial would have been obligated to pay the Company the liquidity event payment described above.

The 2018 SAPA no longer provides for this liquidity event payment, as the Company has agreed to acquire the entire 33% equity interest in Ant Financial upon the equity issuance.

Regulatory unwind and long-stop date

The 2018 SAPA provides that, if a relevant governmental authority prohibits the Company from owning all or a portion of its equity interest in Ant Financial after the equity issuance has occurred through enactment of a law, rule or regulation, or explicitly requires Ant Financial to redeem this equity interest, and the prohibition or request is not subject to appeal and cannot otherwise be resolved, then to the extent necessary, Ant Financial will redeem the equity interest; the related intellectual property and asset transfers, and ancillary transactions under the 2018 SAPA will be unwound; and the terms of the 2014 SAPA, the 2014 IPLA, and other related agreements will be restored, including the prior Profit Share Payments and liquidity event payment terms discussed above. If there is a partial unwind where the Company retains a portion of its equity interest in Ant Financial, but less than the full 33%, then pursuant to the terms of the 2014 SAPA and the 2014 IPLA, the prior Profit Share Payments arrangement and liquidity event payment amount will be proportionately reduced based on the amount of equity interest retained by the Company.

Similarly, if a governmental authority prohibits the equity issuance through enactment of a law, rule or regulation, and the prohibition is not subject to appeal and cannot otherwise be resolved, or if the equity issuance has not occurred by the first anniversary of the establishment of a PRC subsidiary to acquire the relevant equity interest, which time period may be extended in certain circumstances, then the 2018 SAPA and related agreements will terminate, and the 2014 SAPA and other related agreements will come back into effect.

Pre-emptive rights

As was the case under the 2014 SAPA, under the 2018 SAPA, following the receipt of equity interest in Ant Financial, the Company will have pre-emptive rights to participate in other issuances of equity securities by Ant Financial and certain of its affiliates prior to the time of a Qualified IPO of Ant Financial. These pre-emptive rights entitle the Company to maintain the equity ownership percentage the Company held in Ant Financial immediately prior to any such issuances. In connection with the exercise of the pre-emptive rights the Company is also entitled to receive certain payments from Ant Financial, effectively funding the subscription for these additional equity interest, up to a value of US$1.5 billion, subject to certain adjustments. In addition, under the 2018 SAPA, in certain circumstances the Company is permitted to exercise pre-emptive rights through an alternative arrangement which will further protect the Company from dilution.

Corporate governance provisions

Under the 2018 SAPA, upon the issuance of the equity interest, in addition to an independent director, the Company will have the right to nominate two officers or employees of the Company for election to the board of Ant Financial. In each case, these director nomination rights will continue unless required to be terminated by applicable laws and regulations or listing rules in connection with an Ant Financial Qualified IPO process or the Company ceases to own a certain amount of its post-issuance equity interests in Ant Financial.

In connection with the 2018 SAPA, the Company also agreed on the form of the 2018 IPLA, agreed to certain revisions to the previously-agreed form of cross license agreement, and agreed on new forms of various intellectual property transfer agreements to be entered into in connection with, and to implement, the contemplated intellectual property and asset transfers.

2014 IPLA and 2018 IPLA

2014 IPLA

Under the 2014 IPLA, the Company  receives, in addition to a software technology service fee, royalty streams related to Alipay and other current and future businesses of Ant Financial (collectively, the “Profit Share Payments”). The Profit Share Payments are paid at least annually and equal the sum of an expense reimbursement plus 37.5% of the consolidated pre-tax income of Ant Financial, subject to certain adjustments. The expense reimbursement represents the reimbursement for the costs and expenses incurred by the Company in the provision of software technology services. The Company accounts for the Profit Share Payments in the periods when the services are provided, where the payments are expected to approximate the estimated fair values of the services provided. In addition, if the Company acquires any equity interest in Ant Financial, the Profit Share Payments will also be reduced in proportion to the equity issuances made to the Company. The Profit Share Payments will be terminated upon the issuance of the 33% equity interest by Ant Financial.

Income in connection with the Profit Share Payments, net of costs incurred by the Company, of RMB2,086 million, RMB3,444 million and RMB517 million, was recorded in other income, net in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively (Notes 6 and 21).

2018 IPLA

Pursuant to the 2018 SAPA, the Company, Ant Financial and Alipay agreed to enter into the 2018 IPLA upon the closing of the planned acquisition of a 33% equity interest in Ant Financial, at which time the Company will also transfer certain intellectual property and assets to Ant Financial and its subsidiaries and the current arrangement of Profit Share Payments will immediately terminate.

The 2018 IPLA will terminate upon the earliest of:

·

the full payment of all pre-emptive rights funded payments under the 2018 SAPA;

·

the closing of a Qualified IPO of Ant Financial or Alipay; and

·

the transfer to Ant Financial of intellectual property the Company owns that is exclusively related to the business of Ant Financial.

The 2018 amendments are effective subject to the receipt of the necessary PRC regulatory approvals and the satisfaction of other conditions set forth in the 2018 SAPA.

Mergers and acquisitions

(b)          Acquisition of Alibaba Pictures Group Limited (“Alibaba Pictures”)

Alibaba Pictures, a company that is listed on the Hong Kong Stock Exchange (“HKSE”), is an Internet-driven integrated platform that covers content production, promotion and distribution, IP licensing and integrated management, cinema ticketing management and data services for the entertainment industry. In June 2014, the Company initially acquired a controlling equity interest in Alibaba Pictures. In June 2015, following a financing transaction that diluted the Company’s shareholding from a controlling interest to a minority investment, the Company deconsolidated the financial results of Alibaba Pictures and accounted for the investment in the remaining equity interest under the equity method. A gain of RMB24,734 million arising from the revaluation of the Company’s remaining equity interest was recognized in the consolidated income statement for the year ended March 31, 2016. In December 2017, the Company determined that the decline in the market value against the carrying value of this investment was other-than-temporary and an impairment charge of RMB18,116 million was recorded in share of results of equity investees in the consolidated income statement for the year ended March 31, 2018 (Note 13).

In March 2019, the Company subscribed for newly issued ordinary shares of Alibaba Pictures for a cash consideration of Hong Kong Dollar (“HK$”)1,250 million (RMB1,069 million). Upon the completion of the transaction, the Company’s equity interest in Alibaba Pictures increased from approximately 49% to approximately 51%, and Alibaba Pictures became a consolidated subsidiary of the Company.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

11,032

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

2,269

License

 

934

Developed technology and patents

 

533

Trade names, trademarks and domain names

 

221

Goodwill

 

20,052

Deferred tax liabilities

 

(844)

Noncontrolling interests (iii)

 

(16,899)

Total

 

17,298

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

 

- cash consideration

 

1,069

- fair value of previously held equity interests

 

16,229

Total

 

17,298

 

(i)

Net assets acquired primarily included cash, cash equivalents and short-term investments of RMB4,444 million and investment securities of RMB4,365 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 15 years and a weighted-average amortization period of 11.3 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the market price per share as of the acquisition date.

A gain of RMB5,825 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2019. The fair value of the previously held equity interests was estimated with reference to the market price per share as of the acquisition date.

The Company expected greater integration and synergies between Alibaba Pictures and the Company’s related businesses on both content production and distribution to deliver high-quality entertainment experiences for consumers in the PRC. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Alibaba Pictures and the Company, the assembled workforce and their knowledge and experience in the digital media and entertainment sector in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

(c)  Acquisitions and integration of Rajax Holding (“Ele.me”) and Koubei Holding Limited (“Koubei”)

Ele.me

Ele.me is a leading on-demand delivery and local services platform in the PRC. In March 2016, the Company and Ant Financial completed a portion of the subscription for newly issued preferred shares in Ele.me through a joint investment vehicle, based on a total combined commitment of US$1,250 million, of which the Company’s total commitment was US$900 million (RMB5,891 million). The Company paid a cash consideration of US$540 million (RMB3,512 million) for the initial subscription in March 2016, and the remaining committed balance of US$360 million (RMB2,394 million) was settled in cash in August 2016. After the initial subscription, the effective equity interest in Ele.me held by the Company was approximately 20% on a fully diluted basis. In April and August 2017, the joint investment vehicle completed additional investments in newly issued preferred shares in Ele.me for a total investment amount of US$1,200 million (RMB8,090 million), of which the Company’s investment was US$864 million (RMB5,824 million). As a result, the Company’s effective equity interest in Ele.me increased to approximately 27% on a fully diluted basis. The investment was accounted for under the cost method (Note 13) for the years ended March 31, 2017 and 2018. Upon the adoption of ASU 2016-01, the investment is accounted for using the measurement alternative (Note 11).

In May 2018, the joint investment vehicle completed the acquisition of all outstanding shares of Ele.me that it did not already own at a consideration of US$5,482 million (RMB34,923 million). Upon the completion of the acquisition, Ele.me became a consolidated subsidiary of the Company.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net liabilities assumed (i)

 

(6,327)

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

13,702

Trade names, trademarks and domain names

 

5,764

Non-compete agreements

 

4,188

Developed technology and patents

 

1,415

Goodwill

 

34,572

Deferred tax liabilities

 

(481)

Noncontrolling interests (iii)

 

(5,015)

Total

 

47,818

 

 

 

 

 

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

 

‑ cash consideration

 

30,133

‑ contingent cash consideration (iv)

 

4,790

‑ fair value of previously held equity interests

 

12,895

Total

 

47,818

 

(i)

Net liabilities assumed primarily included payables to merchants and other logistics providers of RMB4,259 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding ten years and a weighted-average amortization period of 5.8 years.

(iii)

Fair value of the noncontrolling interests was estimated based on the equity value of Ele.me derived by the purchase consideration, adjusted for a discount for control premium.

(iv)

The amount is payable contingent upon the satisfaction of certain non-compete provisions by the respective selling equity holders, and will not exceed RMB4,790 million.

A gain of RMB1,657 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2019. The fair value of the previously held equity interests was estimated based on the equity value of Ele.me derived by the purchase consideration, adjusted for a discount for control premium.

The Company expected that the acquisition will deepen Ele.me’s integration into the Company’s digital economy and advance the Company’s New Retail strategy to provide a seamless online and offline consumer experience in the local consumer services sector. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Ele.me and the Company, the assembled workforce and their knowledge and experience in the local consumer services sector in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

Koubei

Koubei is one of the PRC's leading restaurant and local services guide platforms for in-store consumption. In 2015, the Company and Ant Financial set up Koubei, a joint venture in which the Company and Ant Financial each held a 49.6% equity interest, while an unrelated third party affiliated with a major Chinese establishment held the remaining minority equity interests. The capital injection from the Company included cash of RMB3.0 billion as well as the injection of certain related businesses. The injection of cash and businesses was completed as of March 31, 2017. A gain of RMB128 million, approximating the fair value of the businesses being injected, was recognized in relation to the contribution of the businesses in interest and investment income, net in the consolidated income statement for the year ended March 31, 2017. The investment was accounted for under the equity method (Note 13).

In January 2017, Koubei issued preferred equity interests to unrelated third parties, and the Company’s equity interest in Koubei was diluted to approximately 38% on a fully diluted basis.

Integration of Ele.me and Koubei

In December 2018, the Company completed the integration of Ele.me and Koubei under a newly established holding company and paid a cash consideration of US$465 million (RMB3,196 million) in connection with the integration. Immediately prior to the integration, the Company held an approximately 90% equity interest in Ele.me and an approximately 38% equity interest in Koubei on a fully diluted basis. Upon the completion of the integration, the Company held an approximately 72% equity interest in this new holding company (“Local Services Holdco”) which owns substantially all of the equity interest in Ele.me and Koubei, resulting in an effective controlling equity interest held by the Company in each of Ele.me and Koubei. Upon the completion of the integration, the Company’s effective equity interest in Ele.me decreased, resulting in an increase in noncontrolling interests and additional paid-in capital amounting to RMB6,715 million and RMB7,515 million, respectively.

Upon the completion of the integration, Koubei became a consolidated subsidiary of the Company. The allocation of the purchase price as of the date of acquisition of Koubei is summarized as follows:

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

3,534

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

18,330

Trade names, trademarks and domain names

 

1,158

Developed technology and patents

 

322

Goodwill

 

36,544

Deferred tax liabilities

 

(2,372)

Noncontrolling interests (iii)

 

(17,682)

Total

 

39,834

 

 

 

 

 

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

 

‑ cash consideration

 

3,196

‑ non-cash consideration

 

14,648

‑ fair value of previously held equity interests

 

21,990

Total

 

39,834

 

(i)

Net assets acquired primarily included cash and cash equivalents of RMB4,475 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 13 years and a weighted-average amortization period of 6.3 years.

(iii)

Fair value of the noncontrolling interests as of the acquisition date was estimated based on the purchase price to acquire newly issued preferred shares of Local Services Holdco that was paid by new and existing investors in December 2018, with certain adjustments made to reflect other factors that may affect the fair value estimation.

A gain of RMB21,990 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2019. The fair value of the previously held equity interests as of the acquisition date was estimated based on the purchase price to acquire newly issued preferred shares of Local Services Holdco that was paid by new and existing investors in December 2018, with certain adjustments made to reflect other factors that may affect the fair value estimation.

The Company expected that its commerce platform technology, know-how and infrastructure will deliver consumer insights and digitized operational solutions to empower local merchants on the Koubei platform. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Koubei and the Company, the assembled workforce and their knowledge and experience in the local consumer services sector in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

Subsequent to the integration, the Company acquired additional equity interest in Local Services Holdco for a cash consideration of US$1,905 million (RMB13,082 million) in December 2018. Other investors, including SoftBank, also acquired equity interests in Local Services Holdco. As a result, noncontrolling interests increased by RMB3,216 million.

In May 2019, the Company subscribed for additional equity interest in Local Services Holdco for a cash consideration of US$450 million.

(d)   Acquisition of DSM Grup Danışmanlık İletişim ve Satış Ticaret A.Ş. (“Trendyol”)

Trendyol is one of the leading online fashion retailers in Turkey. In July 2018, the Company acquired an approximately 85% equity interest in Trendyol for a cash consideration of US$728 million (RMB4,980 million). In connection with the transaction, the Company also entered into an agreement with the founders of Trendyol, allowing them to acquire additional equity interests in Trendyol from the Company or sell a portion of their equity interests in Trendyol to the Company in the future.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

1,009

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

660

User base and customer relationships

 

388

Developed technology and patents

 

30

Goodwill

 

3,938

Deferred tax liabilities

 

(228)

Noncontrolling interests (iii)

 

(817)

Total

 

4,980

 

(i)

Net assets acquired primarily included cash and cash equivalents of RMB1,206 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 15 years and a weighted-average amortization period of 12.5 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date, adjusted for a discount for control premium, and includes the fair value of an option granted to the founders of Trendyol to acquire additional interests in Trendyol from the Company as of the date of acquisition.

The acquisition of Trendyol underscored the Company’s commitment to international expansion. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Trendyol and the Company, the assembled workforce and their knowledge and experience in e-commerce. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

In December 2018, the Company purchased additional equity interests in Trendyol for a cash consideration of US$2 million (RMB16 million). The transaction resulted in a reduction of noncontrolling interests amounting to RMB14 million. Upon the completion of the transaction, the Company’s equity interest in Trendyol remained at approximately 85%.  

(e)  Acquisition of Kaiyuan Commerce Co., Ltd. (“Kaiyuan”)

Kaiyuan is one of the leading department store operators in the northwestern part of the PRC.  In April 2018, the Company acquired a 100% equity interest in Kaiyuan for a cash consideration of RMB3,362 million.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

2,750

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

203

Goodwill

 

1,047

Deferred tax liabilities

 

(638)

Total

 

3,362

 

(i)

Net assets acquired primarily included property and equipment of RMB3,458 million and bank borrowings of RMB651 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods of ten years.

The Company expected that Kaiyuan will complement the Company’s New Retail initiatives to reengineer the fundamentals of retail operations and transform the retail landscape. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Kaiyuan and the Company, the assembled workforce and their knowledge and experience in the retail business in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

(f)   Acquisition of Cainiao Smart Logistics Network Limited (“Cainiao Network”)

Cainiao Network operates a logistics data platform which leverages the capacity and capabilities of logistics partners to offer domestic and international one-stop-shop logistics services and supply chain management solutions, fulfilling various logistics needs of merchants and consumers at scale. It uses data insights and technology to improve efficiency across the logistics value chain. The Company previously held an approximately 47% equity interest in Cainiao Network. The investment was accounted for under the equity method.

In October 2017, the Company completed the subscription for newly issued ordinary shares of Cainiao Network for a cash consideration of US$803 million (RMB5,322 million). Following the completion of the transaction, the Company’s equity interest in Cainiao Network increased to approximately 51% and Cainiao Network became a consolidated subsidiary of the Company.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

23,937

Amortizable intangible assets (ii)

 

 

User base and customer relationships

 

9,344

Trade names, trademarks and domain names

 

4,965

Developed technology and patents

 

459

Goodwill

 

32,418

Deferred tax assets

 

920

Deferred tax liabilities

 

(5,197)

Noncontrolling interests (iii)

 

(33,189)

Total

 

33,657

 

 

 

 

    

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

  

‑ cash consideration

 

5,322

‑ fair value of previously held equity interests

 

28,335

Total

 

33,657

 

(i)

Net assets acquired primarily included the cash consideration of RMB5,322 million, property and equipment of RMB15,144 million and bank borrowings of RMB5,288 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 16 years and a weighted-average amortization period of 14.3 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date.

A gain of RMB22,442 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2018. The fair value of the previously held equity interests was estimated based on the purchase price per share of Cainiao Network as of the acquisition date.

The Company expected that the acquisition of control over Cainiao Network will help enhance the overall logistics experience for consumers and merchants across the Company’s digital economy, and enable greater efficiencies and lower costs in the logistics sector in the PRC. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Cainiao Network and the Company, the assembled workforce and their knowledge and experience in the logistics sector in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

(g)   Acquisition of Intime Retail (Group) Company Limited (“Intime”)

Intime is one of the leading department store operators in the PRC that was previously listed on the HKSE. The Company owned a 9.9% equity interest in Intime which was accounted for as an available-for-sale security and subscribed for a convertible bond which was accounted for under the fair value option and recorded under investment securities.

In June 2016, the Company completed the conversion of all of the convertible bond that the Company previously subscribed for into newly issued ordinary shares of Intime, at a conversion price of HK$7.13 per share. Upon the completion of the conversion, the Company’s equity interest in Intime increased to approximately 28% and the investment was accounted for under the equity method. The sum of the market value of the previously held equity interests in Intime and the fair value of the convertible bond on the date of conversion, amounting to RMB4,758 million, was recognized as the cost of investment under the equity method upon the completion of the conversion. Out of this amount, RMB250 million was allocated to amortizable intangible assets, RMB426 million was allocated to deferred tax liabilities and RMB4,934 million was allocated to net assets acquired.

In May 2017, the Company and the founder of Intime completed the privatization of Intime, upon which all of the issued and outstanding shares of Intime that the Company, the founder of Intime and certain other shareholders did not own were cancelled in exchange for a payment of HK$10.00 per share in cash. The Company paid a cash consideration of HK$12,605 million (RMB11,131 million) in the privatization. Upon the completion of the privatization, the Company increased its shareholding in Intime to approximately 74% and Intime became a consolidated subsidiary of the Company. Following the completion of the privatization, the listing of the shares of Intime on the HKSE was withdrawn.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Net assets acquired (i)

 

20,920

Amortizable intangible assets (ii)

 

 

Trade names, trademarks and domain names

 

1,131

User base and customer relationships

 

72

Developed technology and patents

 

16

Goodwill

 

4,757

Deferred tax liabilities

 

(2,790)

Noncontrolling interests (iii)

 

(6,301)

Total

 

17,805

 

 

 

 

 

Amounts

 

    

(in millions of RMB)

Total purchase price is comprised of:

 

 

- cash consideration

 

11,131

- fair value of previously held equity interests

 

6,674

Total

 

17,805

 

(i)

Net assets acquired primarily included property and equipment of RMB23,492 million and bank borrowings of RMB4,110 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding eleven  years and a weighted-average amortization period of 10.1 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price of HK$10.00 per share in the privatization.

A gain of RMB1,861 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2018. The fair value of the previously held equity interests was estimated with reference to the purchase price of HK$10.00 per share in the privatization.

The Company expected Intime to support its strategy to transform conventional retail by leveraging its substantial consumer reach, rich data and technology. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Intime and the Company, the assembled workforce and their knowledge and experience in the retail business in the PRC. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

In February 2018 and October 2018, the Company purchased additional ordinary shares of Intime from certain minority shareholders for a cash consideration of HK$6,712 million (RMB5,428 million) and HK$203 million (RMB180 million), respectively, which resulted in a reduction of noncontrolling interests amounting to RMB5,854 million and RMB162 million during the years ended March 31, 2018 and 2019, respectively. Upon the completion of the purchase of additional ordinary shares in October 2018, the Company’s equity interest in Intime increased to approximately 99%.

(h)   Acquisition of Youku Tudou Inc. (“Youku”)

Youku is one of the largest online video platforms in the PRC that was previously listed on the New York Stock Exchange (“NYSE”). In April 2016, the Company completed an acquisition of all of the issued and outstanding shares of Youku that the Company or Yunfeng, which is comprised of certain investment funds the general partner of which the executive chairman of the Company has equity interests in, did not previously own, at a purchase price of US$27.60 per American Depositary Share (“ADS”). Following the completion of the transaction, the Company held an approximately 98% equity interest in Youku. As a result, Youku became a consolidated subsidiary of the Company, with Yunfeng holding an approximately 2% noncontrolling interests. The listing of the ADS of Youku on the NYSE was withdrawn upon the closing of the transaction.

The cash consideration of US$4,443 million (RMB28,724 million) was paid upon the closing of the transaction. The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net assets acquired (i)

 

5,923

Amortizable intangible assets (ii)

 

  

Trade names, trademarks and domain names

 

4,047

User base and customer relationships

 

284

Developed technology and patents

 

143

Others

 

175

Goodwill

 

26,395

Deferred tax assets

 

73

Deferred tax liabilities

 

(1,167)

Noncontrolling interests (iii)

 

(773)

Total

 

35,100

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Total purchase price is comprised of:

 

  

- cash consideration

 

28,724

- fair value of previously held equity interests

 

6,376

Total

 

35,100

 

(i)

Net assets acquired primarily included cash and cash equivalents and short-term interest-bearing deposits with total balance of RMB5,857 million and licensed copyrights of RMB703 million as of the date of acquisition.

(ii)

Acquired amortizable intangible assets had estimated amortization periods not exceeding 20 years and a weighted-average amortization period of 17.4 years.

(iii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price of US$27.60 per ADS in the step acquisition.

A gain of RMB518 million in relation to the revaluation of the previously held equity interests was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2017. The fair value of the previously held equity interests was estimated with reference to the purchase price of US$27.60 per ADS in the step acquisition.

Youku is a core part of the Company’s strategy to offer digital entertainment to consumers in the Company’s digital economy, thereby strengthening user engagement and loyalty as well as enabling a new marketing channel for the merchants and brands in the Company’s digital economy. Further, Youku created additional revenue sources for the Company from advertising and membership subscriptions. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Youku and the Company, the assembled workforce and their knowledge and experience in the digital entertainment business. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

Subsequent to the completion of the transaction and as a resolution to negotiations with certain former management members and shareholders of Youku with respect to an option to purchase up to 15% of its equity, the Company issued 1.3 million ordinary shares (before the Share Subdivision as detailed in Note 2(a)) and 3.4 million restricted share units of the Company to certain former management members and shareholders in April 2017. An expense of RMB994 million relating to the 1.3 million ordinary shares (before the Share Subdivision as detailed in Note 2(a)) issued was recorded in interest and investment income, net in the consolidated income statement for the year ended March 31, 2018. The 3.4 million restricted share units contain vesting conditions pursuant to a non-compete agreement that was entered into by the Company and a former management member of Youku in April 2017 (Note 15).

In December 2017, the Company made a capital injection of US$132 million (RMB870 million) in Youku, which resulted in a reduction of noncontrolling interests. As of March 31, 2019, the Company owned 100% of the equity interests in Youku.

(i)   Acquisition of Lazada Group S.A. (“Lazada”)

Lazada operates a leading e-commerce platform across Southeast Asia, with local language websites and mobile apps in Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam. In April 2016, the Company completed an acquisition of an approximately 54% equity interest in Lazada for a cash consideration of US$1,020 million (RMB6,607 million). Lazada became a consolidated subsidiary of the Company after the completion of the transaction.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

 

 

 

 

    

Amounts

 

 

(in millions of RMB)

Net assets acquired

 

2,874

Amortizable intangible assets (i)

 

  

User base and customer relationships

 

2,014

Non-compete agreements

 

959

Trade names, trademarks and domain names

 

292

Developed technology and patents

 

79

Goodwill

 

5,216

Deferred tax assets

 

616

Deferred tax liabilities

 

(1,027)

Noncontrolling interests (ii)

 

(4,416)

Total

 

6,607

 

(i)

Acquired amortizable intangible assets had estimated amortization periods not exceeding three years and a weighted-average amortization period of 2.5 years.

(ii)

Fair value of the noncontrolling interests was estimated with reference to the purchase price per share as of the acquisition date. The noncontrolling interests is classified as mezzanine equity due to certain put and call arrangements with other Lazada shareholders.

Lazada offers merchants and brands a one-stop marketplace solution to access consumers in the six countries. Lazada also sells products on its platforms directly via its own retail operations. In addition, it has an in-house logistics operation, which is supported by the highly scalable warehouse management system, to ensure quick and reliable order fulfillment. The Company believed that Lazada will be the vehicle for expansion into the Southeast Asia consumer market, including potential cross-border opportunities to introduce Chinese merchants and international brands to Southeast Asian consumers. Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Lazada and the Company, the assembled workforce and their knowledge and experience in e-commerce in Southeast Asia. The Company did not expect the goodwill recognized to be deductible for income tax purposes.

During the year ended March 31, 2018, the Company purchased additional equity interest in Lazada for a cash consideration of US$1,016 million (RMB6,877 million), as a result of the partial exercise of the put and call arrangement with minority shareholders. In addition, the Company made capital injections amounting to US$483 million (RMB3,124 million) and US$770 million (RMB5,222 million) into Lazada during the years ended March 31, 2018 and 2019, respectively. The Company also acquired additional equity interest held by certain management members and employees of Lazada for a total consideration of US$87 million (RMB578 million) and US$20 million (RMB133 million) for the same periods, respectively. These transactions resulted in a reduction of noncontrolling interests amounting to RMB1,681 million and an addition of RMB400 million during the years ended March 31, 2018 and 2019, respectively. Upon the completion of these transactions, the Company’s equity interest in Lazada was approximately 92%.

In April 2019 and June 2019, the Company made additional capital injections amounting to US$300 million, which resulted in a further increase in the Company’s equity interest in Lazada.

(j) Other acquisitions

Other acquisitions that constitute business combinations are summarized in the following table:

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Net assets (liabilities)

    

2,315

    

(58)

    

2,133

Identifiable intangible assets

 

2,903

 

411

 

2,560

Deferred tax liabilities

 

(412)

 

(60)

 

(545)

 

 

4,806

 

293

 

4,148

Noncontrolling interests and mezzanine equity

 

(8,365)

 

(77)

 

(2,993)

Net identifiable (liabilities) assets

 

(3,559)

 

216

 

1,155

Goodwill

 

11,797

 

618

 

6,465

Total purchase consideration

 

8,238

 

834

 

7,620

Fair value of previously held equity interests

 

(1,169)

 

(133)

 

(1,778)

Purchase consideration settled

 

(6,602)

 

(575)

 

(5,053)

Contingent/deferred consideration as of year end

 

467

 

126

 

789

 

 

 

 

 

 

 

Total purchase consideration is comprised of:

 

 

 

 

 

 

- cash consideration

 

7,069

 

701

 

5,842

- fair value of previously held equity interests

 

1,169

 

133

 

1,778

Total

 

8,238

 

834

 

7,620

 

In relation to the revaluation of previously held equity interests, the Company recognized a gain of RMB252 million, RMB133 million and RMB715 million in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively, for the other acquisitions that constitute business combinations.

Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, either individually or in aggregate.

Equity investments and others

(k)  STO Express Co., Ltd. (“STO Express”)

STO Express, a company that is listed on the Shenzhen Stock Exchange, is one of the leading express delivery services companies in the PRC. In March 2019, the Company made a loan to the controlling shareholder of STO Express with a principal amount of RMB5.0 billion for a term of three years. The controlling shareholder of STO Express has pledged a portion of its equity interest in STO Express in relation to the loan. The loan is accounted for at amortized cost and is recorded under investment securities (Note 11) on the consolidated balance sheets.

In addition, the Company entered into a share purchase agreement to acquire a 49% equity interest in an investment vehicle to be established by the controlling shareholder, which will hold a 29.9% equity interest in STO Express for a cash consideration of RMB4.7 billion. The completion of this transaction is subject to customary closing conditions.

(l)  Investment in Focus Media Information Technology Co., Ltd. (“Focus Media”)

Focus Media, a company that is listed on the Shenzhen Stock Exchange, operates a media network for advertisements, including within cinemas, and advertising posters and displays in elevators of office and residential buildings. During the year ended March 31, 2019, the Company acquired a total equity interest of approximately 7% in Focus Media for a cash consideration of approximately RMB10.7 billion. The investment is carried at fair value with unrealized gains and losses recorded in the consolidated income statements (Note 11). New Retail Strategic Opportunities Fund, L.P. (the “Offshore Retail Fund”) (Note 4(n)) is also an investor in this transaction.

The Company has also entered into an agreement with Hangzhou Hanyun Xinling Equity Investment Fund (the “Onshore Retail Fund”) (Note 4(n)) under which the Onshore Retail Fund will participate in the gain and loss related to a certain portion of the equity interest in Focus Media held by the Company. The arrangement is carried at fair value with unrealized gains and losses recorded in the consolidated income statements.

In addition, the Company agreed to acquire a 10% equity interest of an entity controlled by the founder and chairman of Focus Media, which holds an approximately 23% equity interest in Focus Media, for a cash consideration of US$511 million (RMB3,429 million). This transaction has not been completed as of March 31, 2019. Such arrangement is carried at fair value with unrealized gains and losses recorded in the consolidated income statements.

(m)   Investment in PT Tokopedia (“Tokopedia”)

Tokopedia operates one of the leading e-commerce platforms in Indonesia. During the year ended March 31, 2018, the Company completed a minority investment in existing and newly issued preferred shares of Tokopedia for a total cash consideration of US$445 million (RMB2,920 million). In connection with the initial investment, the Company also agreed to subscribe for up to US$500 million in additional preferred shares of Tokopedia at the then fair market value if so elected by Tokopedia during a 24-month period after the completion of the initial investment. Pursuant to the agreement, the Company acquired additional newly issued preferred shares of Tokopedia for a total cash consideration of US$500 million (RMB3,443 million) in December 2018. Upon the completion of this investment, the Company held an approximately 29% equity interest in Tokopedia on a fully diluted basis. SoftBank is also an existing shareholder of Tokopedia. The preferred shares are not considered in-substance common stock given that the shares contain certain terms such as liquidation preference over ordinary shares. As a result, such investment was accounted for under the cost method (Note 13) for the year ended March 31, 2018. Upon the adoption of ASU 2016-01, the investment is accounted for using the measurement alternative (Note 11).

(n)  Investments in Hangzhou Hanyun Xinling Equity Investment Fund Partnership (the “Onshore Retail Fund”) and New Retail Strategic Opportunities Fund, L.P. (the “Offshore Retail Fund”)

The Onshore Retail Fund and the Offshore Retail Fund were set up to raise capital to invest in retail related businesses in the PRC and internationally, respectively. The Company is able to exercise significant influence over the investment decisions in both funds. In August 2017 and January 2018, the Company made a commitment to invest RMB1.6 billion and US$200 million in the Onshore Retail Fund and the Offshore Retail Fund, relating to which the Company has funded RMB462 million and RMB922 million to the Onshore Retail Fund as of March 31, 2018 and 2019, respectively; and US$77 million and US$78 million to the Offshore Retail Fund as of March 31, 2018 and 2019, respectively. As of March 31, 2019, the Company held an approximately 20% equity interest in the Onshore Retail Fund and an approximately 10% equity interest in the Offshore Retail Fund. The investments are accounted for under the equity method (Note 13).

(o)  Investment in Huatai Securities Co, Ltd. (“Huatai Securities”)

Huatai Securities, a company that is listed on both the Shanghai Stock Exchange and the HKSE, is a leading integrated securities group in the PRC. In July 2018, the Company acquired an approximately 3% interest in Huatai Securities for a cash consideration of RMB3.5 billion. The investment is carried at fair value with unrealized gains and losses recorded in the consolidated income statements (Note 11).

(p)  Investment in ZTO Express (Cayman) Inc. (“ZTO Express”)

ZTO Express, a company that is listed on the NYSE, is one of the leading express delivery services companies in the PRC. In June 2018, the Company completed an investment in newly issued ordinary shares of ZTO Express for a cash consideration of US$1,100 million (RMB7,114 million), representing an approximately 8% equity interest in ZTO Express. The Offshore Retail Fund (Note 4(n)) is also an investor in this transaction. The investment is carried at fair value with unrealized gains and losses recorded in the consolidated income statements (Note 11).

(q)   Investment in Huitongda Network Co., Ltd. (“Huitongda”)

Huitongda operates a rural online services platform in the PRC. In April 2018, the Company completed an investment in existing and newly issued shares of Huitongda for a cash consideration of RMB4,500 million, representing a 20% equity interest in Huitongda. The equity interest in Huitongda held by the Company is not considered in-substance common stock given that the equity interest contains certain terms such as liquidation preference over ordinary shares. As a result, the investment is accounted for using the measurement alternative (Note 11).

(r)   Investment in Shiji Retail Information Technology Co., Ltd. (“Shiji Retail”)

Shiji Retail is engaged in the provision of retail information system solutions. In April 2018, the Company acquired a 38% equity interest in Shiji Retail for a cash consideration of US$486 million (RMB3,062 million). The equity interest in Shiji Retail held by the Company is not considered in-substance common stock given that the equity interest contains certain terms such as liquidation preference over ordinary shares. As a result, the investment is accounted for using the measurement alternative (Note 11).

(s)  Investment in Wanda Film Holding Co., Ltd. (“Wanda Film”)

Wanda Film, a company that is listed on the Shenzhen Stock Exchange, is principally engaged in the investment and management of cinemas and film distribution businesses. In March 2018, the Company completed an investment in existing ordinary shares of Wanda Film for a cash consideration of RMB4,676 million, representing an approximately 8% equity interest in Wanda Film. The investment was accounted for under the cost method (Note 13) given that a readily determinable fair value was not available due to the suspension of trading of its shares for an extended period as of March 31, 2018. In November 2018, the trading of the shares of Wanda Film resumed and as a result, the Company began to carry the investment at fair value with unrealized gains and losses recorded in the consolidated income statements (Note 11).

(t)  Investment in Beijing Easyhome Furnishing Chain Group Co., Ltd. (“Easyhome”)

Easyhome is one of the largest home improvement supplies and furniture chains in the PRC. In March 2018, the Company completed an investment in Easyhome for a cash consideration of RMB3,635 million, representing a 10% equity interest in Easyhome. Yunfeng and the Onshore Retail Fund (Note 4(n)) are also investors in this transaction. Such investment was accounted for under the cost method (Note 13) for the year ended March 31, 2018. Upon the adoption of ASU 2016-01, such investment is accounted for using the measurement alternative (Note 11).

(u)  Investment in Sun Art Retail Group Limited (“Sun Art”)

Sun Art, a company that is listed on the HKSE, is a leading hypermarket operator in the PRC. In December 2017, the Company completed investments in existing ordinary shares of Sun Art and existing ordinary shares of A-RT Retail Holdings Limited, a limited liability company incorporated in Hong Kong that holds an approximately 51% equity interest in Sun Art, for an aggregate consideration of HK$19,303 million (RMB16,264 million). In January 2018, the Company acquired additional ordinary shares of Sun Art from public shareholders through a mandatory general offer as required under Hong Kong regulations, for a cash consideration of HK$2 million (RMB2 million). After the completion of these transactions, the Company’s effective equity interest in Sun Art was approximately 31%, which is comprised of the direct equity interest of 21% and the indirect equity interest through its shareholding in A-RT Retail Holdings Limited. The Offshore Retail Fund (Note 4(n)) is also an investor in this transaction.

The investment in Sun Art is accounted for under the equity method (Note 13). Out of the total cash consideration, RMB2,499 million was allocated to amortizable intangible assets, RMB2,953 million was allocated to goodwill, RMB2,187 million was allocated to deferred tax liabilities and RMB12,999 million was allocated to net assets acquired.

(v) Investment in China United Network Communications Ltd. (“China Unicom”)

China Unicom, a company that is listed on the Shanghai Stock Exchange, is a major telecommunications company in the PRC. In October 2017, the Company completed an investment in newly issued ordinary shares of China Unicom for a cash consideration of RMB4,325 million, representing an approximately 2% equity interest in China Unicom. The investment was accounted for as an available-for-sale security (Note 11) for the year ended March 31, 2018. Upon the adoption of ASU 2016-01, the investment is carried at fair value with unrealized gains and losses recorded in the consolidated income statements (Note 11).

(w) Investment in BEST Inc. (formerly known as Best Logistics Technologies Limited) (“Best Logistics”)

Best Logistics is a provider of comprehensive supply-chain solutions and services. In September 2017, in connection with the completion of Best Logistics’ initial public offering on the NYSE, all preferred shares of Best Logistics held by the Company were automatically converted into ordinary shares of Best Logistics. Concurrently, the Company acquired additional equity interests in Best Logistics for a cash consideration of US$100 million (RMB657 million), after which the equity interests in Best Logistics held by the Company increased to approximately 23%. Upon the completion of the share conversion, the original investment with a carrying value of US$256 million (RMB1,679 million) was reclassified from a cost method investment to an equity method investment (Note 13). Out of the total purchase price, which included the cash consideration and the carrying amount of the previously held interests in Best Logistics, RMB1,072 million was allocated to amortizable intangible assets, RMB443 million was allocated to goodwill, RMB214 million was allocated to deferred tax liabilities and RMB1,035 million was allocated to net assets acquired.

Cainiao Network (Note 4(f)) is also an existing shareholder of Best Logistics with an approximately 5% equity interest. Upon the consolidation of Cainiao Network in October 2017, the Company began to account for Cainiao Network’s investment in Best Logistics under the equity method (Note 13), and the fair value of this investment at the time amounting to US$215 million (RMB1,420 million) was recognized as the new investment cost. Out of this amount, RMB652 million was allocated to amortizable intangible assets, RMB270 million was allocated to goodwill, RMB131 million was allocated to deferred tax liabilities and RMB629 million was allocated to net assets acquired.

After the completion of these transactions, the Company’s equity interest in Best Logistics was approximately 28%.

(x) Investment in Xiaoju Kuaizhi Inc. (“Didi Chuxing”)

Didi Chuxing is a leading transportation network company that provides vehicles and taxis for hire in the PRC via smartphone applications. During the years ended March 31, 2017 and 2018, the Company completed additional investments in preferred shares of Didi Chuxing for a total cash consideration of US$400 million (RMB2,652 million). In September 2017, the Company completed a partial disposal of its investment in Didi Chuxing to SoftBank for a cash consideration of US$639 million (RMB4,198 million), and a disposal gain of RMB2,096 million was recognized in interest and investment income, net in the consolidated income statement for the year ended March 31, 2018. Upon the completion of the partial disposal and subsequent additional investments by SoftBank and other investors, the Company’s equity interest in Didi Chuxing was approximately 5% on a fully diluted basis. The investment was accounted for under the cost method (Note 13) for the year ended March 31, 2018. Upon the adoption of ASU 2016-01, the investment is accounted for using the measurement alternative (Note 11).

(y) Investment in Suning.com Co., Ltd. (formerly known as Suning Commerce Group Co., Ltd.) (“Suning”)

Suning, a company that is listed on the Shenzhen Stock Exchange, is one of the largest consumer electronics retail chains in the PRC. In May 2016, the Company completed the subscription for newly issued ordinary shares for a cash consideration of RMB28.2 billion, representing a 19.99% equity interest in Suning. The investment is accounted for under the equity method (Note 13).

Concurrent with the Company’s investment in Suning, Suning subscribed for approximately 26.3 million newly issued ordinary shares (before the Share Subdivision as detailed in Note 2(a)) of the Company which represent an approximately 1.1% equity interest in the Company for a cash consideration of US$81.51 per ordinary share (before the Share Subdivision as detailed in Note 2(a)). The Company’s share of Suning’s investment in the Company amounting to US$429 million (RMB2,823 million) was deducted from the investment cost of Suning and recognized as an issuance of treasury shares during the year ended March 31, 2017.

Out of the total purchase consideration, net of the amount related to the treasury shares described above, RMB5,100 million was allocated to amortizable intangible assets, RMB9,113 million was allocated to goodwill, RMB1,582 million was allocated to deferred tax liabilities and RMB12,778 million was allocated to net assets acquired.

During the years ended March 31, 2018 and March 31, 2019, Suning completed disposal of its equity interest in the Company. Accordingly, RMB590 million and RMB2,233 million was added back to the investment cost of Suning during the years ended March 31, 2018 and 2019, respectively, and the recognition of the corresponding treasury shares was reversed.

Equity transactions and acquisitions that were not completed as of March 31, 2019

(z) Investment in Red Star Macalline Group Corporation Limited (“Red Star”)

Red Star, a company that is listed on both the HKSE and Shanghai Stock Exchange, is a leading home improvement and furnishings shopping mall operator in the PRC. In May 2019, the Company completed the subscription of exchangeable bonds issued by the controlling shareholder of Red Star for a cash consideration of RMB4,359 million. The exchangeable bonds have a term of five years and are exchangeable into ordinary shares of Red Star at an initial price of RMB12.28 per share. In addition, the Company acquired an approximately 2% equity interest in Red Star for a total consideration of HK$447 million. The Offshore Retail Fund (Note 4(n)) is also an investor in this transaction.

(aa) Investment in China TransInfo Technology Co., Ltd. (“China TransInfo”)

China TransInfo, a company that is listed on the Shenzhen Stock Exchange, is a PRC-based smart city infrastructure and service provider, including intelligent transportation operation services. In May 2019, the Company agreed to acquire a 15% equity interest in China TransInfo for a cash consideration of RMB3,595 million. The completion of the transaction is subject to customary closing conditions.

v3.19.3
Share-based awards
12 Months Ended
Mar. 31, 2019
Share-based awards  
Share-based awards

8.Share-based awards

Share-based awards such as RSUs, incentive and non-statutory options, restricted shares, dividend equivalents, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies under the equity incentive plan adopted in 2011, which govern the terms of the awards. In September 2014, the Company adopted a post-IPO equity incentive plan (the “2014 Plan”) which has a ten-year term. Share-based awards are only available for issuance under the 2014 Plan. If an award under the previous plan terminates, expires or lapses, or is cancelled for any reason, ordinary shares subject to the award become available for the grant of a new award under the 2014 Plan. Starting from April 1, 2015 and on each anniversary thereof, an additional amount equal to the lesser of (A) 200,000,000 ordinary shares (previously 25,000,000 ordinary shares before the Share Subdivision as detailed in Note 2(a)), and (B) such lesser number of ordinary shares as determined by the board of directors will become available for the grant of a new award under the 2014 Plan. All share-based awards granted under the 2014 Plan are subject to dilution protection should the capital structure of the Company be affected by a share split, reverse share split, share dividend or other dilutive action. The 2014 Plan has substantially similar terms as the plan adopted in 2011 except that (i) the 2014 Plan is administered by the compensation committee of the board (or a subcommittee thereof), or such other committee of the board to which the board has delegated power to act, or the board in the absence of any such committee, and (ii) certain terms are adjusted for the purposes of compliance with the Sarbanes-Oxley Act of 2002, U.S. Securities Act of 1933 and the regulations thereunder, as amended from time to time and U.S. Securities Exchange Act of 1934 and the regulations thereunder, as amended from time to time, among others. As of March 31, 2019, the number of shares authorized but unissued was 273,212,416 ordinary shares (previously 34,151,552 ordinary shares before the Share Subdivision as detailed in Note 2(a)).

RSUs and share options granted are generally subject to a four-year vesting schedule as determined by the administrator of the plans.  Depending on the nature and the purpose of the grant, RSUs and share options generally vest 25% or 50% upon the first or second anniversary of the vesting commencement date, respectively, as provided in the grant agreement, and 25% every year thereafter. No outstanding RSUs or share options will be subject to vesting or exercisable after the expiry of a maximum of six years from the date of grant. Certain RSUs and share options granted to the senior management members of the Company are subject to a six-year vesting schedule. No outstanding RSUs or share options will be subject to vesting or exercisable after the expiry of a maximum of eight years from the date of grant. 

Following the Share Subdivision and the ADS Ratio Change that became effective on July 30, 2019 as detailed in Note 2(a), each ordinary share was subdivided into eight ordinary shares and each ADS represents eight ordinary shares. Pro-rata adjustments have been made to the number of ordinary shares underlying each RSU and share option granted, so as to give the participants the same proportion of the equity that they would have been entitled to prior to the Share Subdivision. Prior to July 30, 2019, one ordinary share was issuable upon the vesting of one outstanding RSU or the exercise of one outstanding share option, respectively. Subsequent to the Share Subdivision, eight ordinary shares are issuable upon the vesting of one outstanding RSU or the exercise of one outstanding share option, respectively. The Share Subdivision has no impact on the number of RSUs, the number of share options, the weighted average grant date fair value per RSU and the weighted average exercise price per share option as stated below.

(a)  RSUs relating to ordinary shares of the Company

A summary of the changes in the RSUs relating to ordinary shares granted by the Company during the year ended March 31, 2019 is as follows:

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

average

 

 

 

 

grant date

 

 

Number

 

fair value

 

    

of  RSUs

    

per RSU

 

 

 

 

US$

Awarded and unvested as of April 1, 2018

 

68,424,858

 

100.93

Granted

 

24,863,988

 

181.74

Vested

 

(24,337,392)

 

84.31

Cancelled/forfeited

 

(4,604,961)

 

135.06

Awarded and unvested as of March 31, 2019

 

64,346,493

 

136.00

Expected to vest as of March 31, 2019 (i)

 

53,175,748

 

134.59

 

(i)RSUs expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding RSUs.

As of March 31, 2018 and 2019, 1,983,785 and 1,878,835 outstanding RSUs were held by non-employees, respectively. These RSUs were subject to re-measurement through each vesting date to determine the appropriate amount of the expense.

As of March 31, 2019, there were RMB22,432 million of unamortized compensation costs related to these outstanding RSUs, net of expected forfeitures and after re-measurement applicable to the awards granted to non-employees. These amounts are expected to be recognized over a weighted average period of 1.9 years.

During the years ended March 31, 2017, 2018 and 2019, the Company recognized share-based compensation expense of RMB12,322 million, RMB16,165 million and RMB22,137 million, respectively, in connection with the above RSUs, net of cash reimbursement from related companies, including Ant Financial (Note 21).

(b)  Share options relating to ordinary shares of the Company

A summary of the changes in the share options relating to ordinary shares granted by the Company during the year ended March 31, 2019 is as follows:

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

Weighted

 

 

 

 

exercise

 

average

 

    

Number

    

price

    

remaining

 

 

of share

 

per share

 

contractual

 

 

options

 

option

 

life

 

 

 

 

US$

 

(in years)

Outstanding as of April 1, 2018

 

7,938,015

 

70.10

 

4.5

Exercised

 

(795,809)

 

45.02

 

 

Cancelled/forfeited/expired

 

(25,000)

 

76.81

 

 

Outstanding as of March 31, 2019

 

7,117,206

 

72.88

 

3.7

Vested and exercisable as of March 31, 2019

 

3,258,039

 

75.32

 

3.6

Vested and expected to vest as of March 31, 2019 (i)

 

7,016,598

 

72.78

 

3.7

 

(i)

Share options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding share options.

As of March 31, 2018 and 2019, 141,000 and 76,550 outstanding share options were held by non-employees, respectively. These share options were subject to re-measurement through each vesting date to determine the appropriate amount of the expense.

As of March 31, 2019, the aggregate intrinsic value of all outstanding options was RMB5,243 million. As of the same date, the aggregate intrinsic value of options that were vested and exercisable and options that were vested and expected to vest is RMB2,347 million and RMB5,173 million, respectively.

During the years ended March 31, 2017, 2018 and 2019, the weighted average grant date fair value of share options granted was US$22.89,  nil and nil, respectively, and the total grant date fair value of options vested during the same years was RMB348 million, RMB452 million and RMB311 million, respectively. During the same years, the aggregate intrinsic value of share options exercised was RMB1,799 million, RMB1,980 million and RMB708 million, respectively.

Cash received from option exercises under the share option plans for the years ended March 31, 2017, 2018 and 2019 was RMB287 million, RMB174 million and RMB220 million, respectively.

No share options were granted during the years ended March 31, 2018 and 2019. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model by applying the assumptions below:

 

 

 

 

 

Year ended March 31,

 

    

2017

Risk-free interest rate (i)

 

1.23% – 1.30%

Expected dividend yield (ii)

 

0%

Expected life (years) (iii)

 

4.38

Expected volatility (iv)

 

31.7% – 33.2%

 

(i)

Risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected life of the share options in effect at the time of grant.

(ii)

Expected dividend yield is assumed to be nil as the Company has no history or expectation of paying a dividend on its ordinary shares.

(iii)

Expected life of share options is based on the average between the vesting period and the contractual term for each grant.

(iv)

Expected volatility is assumed based on the historical volatility of the Company’s comparable companies in the period equal to the expected life of each grant.

As of March 31, 2019, there were RMB111 million of unamortized compensation costs related to these outstanding share options, net of expected forfeitures and after re-measurement applicable to the awards granted to non-employees. These amounts are expected to be recognized over a weighted average period of 1.5 years.

During the years ended March 31, 2017, 2018 and 2019, the Company recognized share-based compensation expense of RMB524 million, RMB270 million and RMB181 million, respectively, in connection with the above share options, net of cash reimbursement from related companies, including Ant Financial (Note 21).

(c)  Partner Capital Investment Plan relating to ordinary shares of the Company

Beginning in 2013, the Company offered selected members of the Alibaba Partnership rights to acquire restricted shares of the Company. For the rights offered before 2016, these rights and the underlying restricted shares were subject to a non-compete provision, and each right entitles the holder to purchase eight restricted shares at an aggregate price of US$14.50, after the Share Subdivision as detailed in Note 2(a), during a four-year period. Upon the exercise of the rights, the underlying ordinary shares may not be transferred for a period of eight years from the date of subscription of the relevant rights. For the rights offered since 2016, the rights and the underlying restricted shares were subject to certain service provisions that were not related to employment, and each right entitles the holder to purchase eight restricted shares at an aggregate price between US$23.00 and US$26.00, after the Share Subdivision as detailed in Note 2(a), over a period of ten years from the vesting commencement date.

The number of ordinary shares underlying these rights is 144,000,000 shares (previously 18,000,000 shares before the Share Subdivision as detailed in Note 2(a)), of which the rights to subscribe for 140,000,000 shares (previously 17,500,000 shares before the Share Subdivision as detailed in Note 2(a)) had been offered and subscribed up to March 31, 2019. The rights offered before 2016 were accounted for as noncontrolling interests of the Company as these rights were issued by the Company’s subsidiaries and classified as equity at the subsidiary level. The rights offered in the subsequent periods were accounted for as share options issued by the Company.

As of March 31, 2019, there were RMB941 million of unamortized compensation costs related to these rights, net of expected forfeitures and after re-measurement applicable to the awards granted to non-employees. These amounts are expected to be recognized over a weighted average period of 4.5 years. Share-based compensation expense of RMB241 million, RMB435 million and RMB409 million was recognized in connection with these rights for the years ended March 31, 2017, 2018 and 2019, respectively.

The fair value of each right to acquire restricted shares is estimated on the subscription date using the Black-Scholes model by applying the assumptions below:

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

 

    

2017

    

2018

 

2019

 

Risk-free interest rate (i)

 

1.86

%  

2.07

%  

2.94

%

Expected dividend yield (ii)

 

 0

%  

 0

%  

 0

%

Expected life (years) (iii)

 

8.25

 

8.25

 

8.25

 

Expected volatility (iv)

 

39.0

%  

34.2

%  

33.0

%

 

(i)

Risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected life of the share-based awards in effect at the time of grant.

(ii)

Expected dividend yield is assumed to be nil as the Company has no history or expectation of paying a dividend on its ordinary shares.

(iii)

Expected life of the rights is based on management’s estimate on timing of redemption for ordinary shares by the participants.

(iv)

Expected volatility is assumed based on the historical volatility of the Company’s comparable companies in the period equal to expected life of each right.  

(d)  Share-based awards relating to Ant Financial

Since March 2014, Junhan, the general partner of which is a company wholly-owned by the executive chairman of the Company and a major equity holder of Ant Financial, has made grants of share economic rights similar to share appreciation awards linked to the valuation of Ant Financial (the “SERs”) to certain employees of the Company. Since April 2018, Ant Financial, through its subsidiary, has granted certain RSU awards to certain employees of the Company. The SERs will be settled in cash by Junhan upon disposal of these awards by the holders. The RSU awards may be settled in cash or equity by the Ant Financial subsidiary upon vesting of the awards. Junhan and the Ant Financial subsidiary have the right to repurchase the vested SERs or RSU awards (or any underlying shares of the vested RSU awards) granted by them, as applicable, from the holders upon an initial public offering of Ant Financial or the termination of the holders’ employment with the Company at a price to be determined based on the then fair market value of Ant Financial. These awards are generally subject to a four-year vesting schedule as determined by the administrator of the plan. Depending on the nature and the purpose of the grant, these awards generally vest 25% or 50% upon the first or second anniversary of the vesting commencement date, respectively, as provided in the grant agreement, and 25% every year thereafter. Certain awards granted to the senior management members of the Company are subject to a six-year vesting schedule. The Company has no obligation to reimburse Junhan, Ant Financial or its subsidiaries for the cost associated with these awards.

For accounting purposes, these awards meet the definition of a financial derivative. The cost relating to these awards is recognized by the Company and the related expense is recognized over the requisite service period in the consolidated income statements with a corresponding credit to additional paid-in capital. Subsequent changes in the fair value of these awards are recorded in the consolidated income statements. The expenses relating to the SERs are re-measured at the fair value on each reporting date until their settlement dates. The expenses relating to the RSU awards granted by Ant Financial’s subsidiary are re-measured at the fair value on each reporting date until their vesting dates.

During the years ended March 31, 2017, 2018 and 2019, the Company recognized expenses of RMB2,188 million, RMB2,278 million and RMB12,855 million in respect of the share-based awards relating to Ant Financial, respectively.

(e)   Share-based compensation expense by function

 

 

 

 

 

 

 

 

 

Year ended March 31, 

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Cost of revenue

 

3,893

 

5,505

 

8,915

Product development expenses

 

5,712

 

7,374

 

15,378

Sales and marketing expenses

 

1,772

 

2,037

 

4,411

General and administrative expenses

 

4,618

 

5,159

 

8,787

Total

 

15,995

 

20,075

 

37,491

 

v3.19.3
Unsecured senior notes
12 Months Ended
Mar. 31, 2019
Unsecured senior notes  
Unsecured senior notes  
Unsecured senior notes

20.Unsecured senior notes

In November 2014, the Company issued unsecured senior notes including floating rate and fixed rate notes with varying maturities for an aggregate principal amount of US$8.0 billion (the “2014 Senior Notes”), of which US$1.3 billion was repaid in November 2017. The 2014 Senior Notes are senior unsecured obligations that are listed on the HKSE, and interest is payable in arrears, quarterly for the floating rate notes and semiannually for the fixed‑rate notes.

In December 2017, the Company issued another series of unsecured fixed rate senior notes with varying maturities for an aggregate principal amount of US$7.0 billion (the “2017 Senior Notes”). The 2017 Senior Notes are senior unsecured obligations that are listed on the Singapore Stock Exchange, and interest is payable in arrears semiannually.

The following table provides a summary of the Company’s unsecured senior notes as of March 31, 2018 and 2019:

 

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

Effective

 

 

    

2018

 

2019

    

interest rate

 

 

    

(in millions of RMB)

 

 

 

US$2,250 million 2.500% notes due 2019

 

14,083

 

15,110

 

2.67

%

US$1,500 million 3.125% notes due 2021

 

9,365

 

10,044

 

3.26

%

US$700 million 2.800% notes due 2023

 

4,372

 

4,687

 

2.90

%

US$2,250 million 3.600% notes due 2024

 

14,050

 

15,061

 

3.68

%

US$2,550 million 3.400% notes due 2027

 

15,848

 

16,989

 

3.52

%

US$700 million 4.500% notes due 2034

 

4,339

 

4,650

 

4.60

%

US$1,000 million 4.000% notes due 2037

 

6,219

 

6,663

 

4.06

%

US$1,750 million 4.200% notes due 2047

 

10,880

 

11,655

 

4.25

%

US$1,000 million 4.400% notes due 2057

 

6,216

 

6,658

 

4.44

%

Carrying value

 

85,372

 

91,517

 

 

 

Unamortized discount and debt issuance costs

 

624

 

589

 

 

 

Total principal amounts of unsecured senior notes

 

85,996

 

92,106

 

 

 

Less: current portion of principal amounts of unsecured senior notes

 

 —

 

(15,127)

 

 

 

Non-current portion of principal amounts of unsecured senior notes

 

85,996

 

76,979

 

 

 

 

The 2014 Senior Notes and the 2017 Senior Notes were issued at a discount with a total amount of US$47 million (RMB297 million). The debt issuance costs of US$82 million (RMB517 million) 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 2014 Senior Notes and the 2017 Senior Notes contain covenants including, among others, limitation on liens, consolidation, merger and sale of the Company’s assets. As of March 31, 2019, the Company is in compliance with all these covenants. In addition, the 2014 Senior Notes and the 2017 Senior Notes rank senior in right of payment to all of the Company’s existing and future indebtedness expressly subordinated in right of payment to the notes and rank at least equally in right of payment with all of the Company’s existing and future unsecured unsubordinated indebtedness (subject to any priority rights pursuant to applicable law).

The proceeds from issuance of the 2014 Senior Notes were used in full to refinance a previous syndicated loan in the same amount. The proceeds from the issuance of the 2017 Senior Notes were used for general corporate purposes.

As of March 31, 2019, the future principal payments for the Company’s unsecured senior notes will be due according to the following schedule:

 

 

 

 

 

    

Principal amounts

 

    

(in millions of RMB)

Within 1 year

 

15,127

Between 1 to 2 years

 

 —

Between 2 to 3 years

 

10,084

Between 3 to 4 years

 

 —

Between 4 to 5 years

 

4,706

Thereafter

 

62,189

 

 

92,106

 

As of March 31, 2018 and 2019, the fair values of the Company’s unsecured senior notes, based on Level 2 inputs, were US$13,317 million (RMB83,590 million) and US$13,679 million (RMB91,964 million), respectively.

v3.19.3
Prepayments, receivables and other assets
12 Months Ended
Mar. 31, 2019
Prepayments, receivables and other assets  
Prepayments, receivables and other assets

12.Prepayments, receivables and other assets

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Current:

 

 

 

 

Accounts receivable, net of allowance

 

7,284

 

13,771

Inventories

 

4,535

 

8,534

Amounts due from related companies (i)

 

8,080

 

7,445

VAT receivables, net of allowance (ii)

 

8,915

 

7,347

Prepaid cost of revenue, sales and marketing and other expenses

 

4,283

 

7,049

Advances to/receivables from customers, merchants and others

 

3,700

 

4,689

Deferred direct selling costs (iii)

 

1,643

 

1,990

Licensed copyrights (Note 2(y))

 

964

 

1,126

Interest receivables

 

672

 

867

Loan receivables, net

 

419

 

490

Others

 

2,733

 

5,282

 

 

43,228

 

58,590

Non-current:

 

 

 

 

Prepayment for acquisition of property and equipment

 

5,933

 

7,643

Film costs and prepayment for licensed copyrights and others

 

5,614

 

7,205

Land use rights, net (iv)

 

9,377

 

6,419

Deferred tax assets (Note 7)

 

2,182

 

2,533

Fair value of interest rate swap contracts

 

542

 

331

Deferred direct selling costs (iii)

 

188

 

281

Others

 

2,438

 

3,606

 

 

26,274

 

28,018

 

(i)

Amounts due from related companies primarily represent balances arising from transactions with Ant Financial and its subsidiaries (Notes 4(a) and 21). The balances are unsecured, interest free and repayable within the next twelve months.

(ii)

VAT receivables mainly represent VAT receivable from relevant PRC tax authorities arising from the Company’s VAT refund service. The Company provides advance settlement of relevant VAT refund amounts to its customers prior to receiving the VAT refund from tax authorities. To provide this service, the Company relies on short-term banking facilities and takes on credit risk if the Company fails to recover the prepaid VAT amount.

(iii)

The Company is obligated to pay certain costs upon the receipt of membership fees from merchants or other customers, which primarily consist of sales commissions. The membership fees are initially deferred and recognized as revenue in the consolidated income statements in the period in which the services are rendered. As such, the related costs are also initially deferred and recognized in the consolidated income statements in the same period as the related service fees are recognized.

(iv)

As of March 31, 2019, the Company revised the presentation to report land use rights under prepayments, receivables and other assets on the consolidated balance sheet. Accordingly, land use rights, net as of March 31, 2018 in the amount of RMB9,377 million was reclassified to prepayments, receivables and other assets to conform with the current year presentation.

v3.19.3
Goodwill
12 Months Ended
Mar. 31, 2019
Goodwill  
Goodwill

16.Goodwill

Changes in the carrying amount of goodwill by segment for the years ended March 31, 2018 and 2019 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital media

 

Innovation

 

 

 

 

Core

 

Cloud

 

and

 

initiatives and

 

 

 

    

commerce

    

computing

    

entertainment

    

others

    

Total

 

 

(in millions of RMB)

Balance as of April 1, 2017

 

79,855

 

368

 

40,521

 

4,676

 

125,420

Additions (i)

 

37,458

 

 —

 

335

 

 —

 

37,793

Impairment

 

 —

 

 —

 

(494)

 

 —

 

(494)

Foreign currency translation adjustments

 

(515)

 

 —

 

(55)

 

 —

 

(570)

Balance as of March 31, 2018

 

116,798

 

368

 

40,307

 

4,676

 

162,149

Additions (i)

 

80,760

 

1,118

 

20,165

 

575

 

102,618

Foreign currency translation adjustments

 

157

 

(25)

 

36

 

 —

 

168

Balance as of March 31, 2019

 

197,715

 

1,461

 

60,508

 

5,251

 

264,935

 

(i)During the year ended March 31, 2018, additions under the core commerce segment were primarily related to the acquisition of Cainiao Network (Note 4(f)).

During the year ended March 31, 2019, additions under the core commerce segment and the digital media and entertainment segment were primarily related to the acquisitions of Koubei and Ele.me (Note 4(c)) and the acquisition of Alibaba Pictures (Note 4(b)), respectively.

Gross goodwill balances were RMB166,093 million and RMB268,879 million as of March 31, 2018 and 2019, respectively. Accumulated impairment losses were RMB3,944 million as of March 31, 2018 and 2019.

In the annual goodwill impairment assessment, the Company concluded that the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of nil,  RMB494 million and nil during the years ended March 31, 2017, 2018 and 2019, respectively. The impairment losses were resulted from a revision of long-term financial outlook and the change in business model of those reporting units. The impairment loss was determined by comparing the carrying amounts of goodwill associated with the reporting units with their respective implied fair values of the goodwill. The goodwill impairment is presented as an unallocated item in the segment information (Note 25) because the CODM of the Company does not consider this as part of the segment operating performance measure.

v3.19.3
Investment securities and fair value disclosure - Rollforward of assets (Details) - Convertible bonds accounted for under the fair value option - Level 3 - CNY (¥)
¥ in Millions
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Convertible and exchangeable bonds accounted for under the fair value option    
Balance as of beginning ¥ 1,256  
Additions 1,153 ¥ 1,264
Foreign currency translation adjustments 89 (8)
Balance as of end ¥ 2,498 ¥ 1,256
v3.19.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2019
Mar. 31, 2018
CONSOLIDATED BALANCE SHEETS    
Ordinary shares- par value $ 0.000003125 $ 0.000003125
Ordinary shares- shares authorized 32,000,000,000 32,000,000,000
Ordinary shares, shares issued 20,696,476,576 20,575,438,744
Ordinary shares, shares outstanding 20,696,476,576 20,575,438,744
v3.19.3
Recent accounting pronouncements (Details) - ASU 2016-02 - Forecast adjustment
¥ in Billions
Apr. 01, 2019
CNY (¥)
Recent accounting pronouncements  
Right-of-use assets ¥ 24.9
Lease liability ¥ 19.4
v3.19.3
CONSOLIDATED INCOME STATEMENTS
¥ in Millions, shares in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
USD ($)
$ / shares
shares
Mar. 31, 2019
CNY (¥)
¥ / shares
shares
Mar. 31, 2018
CNY (¥)
¥ / shares
shares
Mar. 31, 2017
CNY (¥)
¥ / shares
shares
CONSOLIDATED INCOME STATEMENTS        
Revenue $ 56,152 ¥ 376,844 ¥ 250,266 ¥ 158,273
Cost of revenue (30,833) (206,929) (107,044) (59,483)
Product development expenses (5,578) (37,435) (22,754) (17,060)
Sales and marketing expenses (5,928) (39,780) (27,299) (16,314)
General and administrative expenses (3,708) (24,889) (16,241) (12,239)
Amortization of intangible assets (1,599) (10,727) (7,120) (5,122)
Impairment of goodwill | ¥   0 (494) 0
Income from operations 8,506 57,084 69,314 48,055
Interest and investment income, net 6,572 44,106 30,495 8,559
Interest expense (773) (5,190) (3,566) (2,671)
Other income, net 32 221 4,160 6,086
Income before income tax and share of results of equity investees 14,337 96,221 100,403 60,029
Income tax expenses (2,466) (16,553) (18,199) (13,776)
Share of results of equity investees 84 566 (20,792) (5,027)
Net income 11,955 80,234 61,412 41,226
Net loss attributable to noncontrolling interests 1,140 7,652 2,681 2,449
Net income attributable to Alibaba Group Holding Limited 13,095 87,886 64,093 43,675
Accretion of mezzanine equity (42) (286) (108)  
Net income attributable to ordinary shareholders $ 13,053 ¥ 87,600 ¥ 63,985 ¥ 43,675
Earnings per share attributable to ordinary shareholders        
Basic | (per share) [1] $ 0.63 ¥ 4.24 ¥ 3.13 ¥ 2.19
Diluted | (per share) [1] 0.62 4.17 3.06 2.12
Earnings per ADS attributable to ordinary shareholders (one ADS equals eight ordinary shares)        
Basic | (per share) 5.06 33.95 25.06 17.52
Diluted | (per share) $ 4.97 ¥ 33.38 ¥ 24.51 ¥ 16.97
Weighted average number of shares used in computing earnings per share (million shares)        
Basic [1] 20,640 20,640 20,425 19,941
Diluted [1] 20,988 20,988 20,881 20,579
[1] Note: Basic and diluted earnings per share and the number of shares have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).
v3.19.3
Significant restructuring transaction, mergers and acquisitions and investments - Trendyol (Details)
¥ in Millions, $ in Millions
1 Months Ended 12 Months Ended
Dec. 31, 2018
USD ($)
Dec. 31, 2018
CNY (¥)
Jul. 31, 2018
USD ($)
Jul. 31, 2018
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
The allocation of the purchase price at the date of acquisition                
Goodwill         $ 39,477 ¥ 264,935 ¥ 162,149 ¥ 125,420
Trendyol                
The allocation of the purchase price at the date of acquisition                
Equity interest held in investee (as a percentage) 85.00% 85.00%            
Trade names, trademarks and domain names | Maximum                
The allocation of the purchase price at the date of acquisition                
Estimated amortization periods         20 years      
User base and customer relationships | Maximum                
The allocation of the purchase price at the date of acquisition                
Estimated amortization periods         16 years      
Developed technology and patents | Maximum                
The allocation of the purchase price at the date of acquisition                
Estimated amortization periods         5 years      
Trendyol                
Acquisition                
Percentage of equity interest acquired       85.00%        
Total investment consideration     $ 728 ¥ 4,980        
The allocation of the purchase price at the date of acquisition                
Net assets acquired       1,009        
Goodwill       3,938        
Deferred tax liabilities       (228)        
Noncontrolling interests       (817)        
Total       4,980        
Cash, cash equivalents and short-term investments       ¥ 1,206        
Weighted average amortization period     12 years 6 months 12 years 6 months        
Cash consideration for additional equity interest acquired $ 2 ¥ 16            
Reduction in noncontrolling interest   ¥ 14            
Trendyol | Maximum                
The allocation of the purchase price at the date of acquisition                
Estimated amortization periods     15 years 15 years        
Trendyol | Trade names, trademarks and domain names                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets       ¥ 660        
Trendyol | User base and customer relationships                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets       388        
Trendyol | Developed technology and patents                
The allocation of the purchase price at the date of acquisition                
Amortizable intangible assets       ¥ 30        
v3.19.3
Investments in equity investees- Others (Details)
¥ in Millions, $ in Millions
12 Months Ended
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Mar. 31, 2017
CNY (¥)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Apr. 01, 2018
CNY (¥)
Investments in equity investees            
Impairment charges of cost method investments   ¥ 1,753 ¥ 2,125      
Impairment charges relating to the equity method investments ¥ 493 18,153 245      
Equity securities accounted for using cost method   59,942 35,404      
Carrying value as equity method investment   79,758 ¥ 84,964 $ 12,584 ¥ 84,454 ¥ 79,758
ASU 2016-01 | Adjustment            
Investments in equity investees            
Equity securities accounted for using cost method   (59,942)       (59,942)
Investment securities           ¥ 59,942
Alibaba Pictures            
Investments in equity investees            
Impairment charges relating to the equity method investments   18,116        
Individually immaterial cost method investments, fair value estimated | Carrying amount            
Investments in equity investees            
Cost method investment   30,318        
Individually immaterial cost method investments, fair value estimated | Approximate fair value            
Investments in equity investees            
Cost method investment   61,936        
Individually immaterial cost method investments, not practical to estimate fair value | Carrying amount            
Investments in equity investees            
Cost method investments carrying value for which there is no fair value estimate   ¥ 29,624        
Equity method investments, publicly traded            
Investments in equity investees            
Carrying value as equity method investment         56,463  
Market values of equity method investments         ¥ 72,200  
v3.19.3
Investments in equity investees (Tables)
12 Months Ended
Mar. 31, 2019
Investments in equity investees  
Investments in equity investees

 

 

 

 

 

 

 

 

 

    

Cost method

    

Equity method

    

Total

 

 

(in millions of RMB)

Balance as of April 1, 2017

 

35,404

 

84,964

 

120,368

Additions (i)

 

34,121

 

26,391

 

60,512

Share of results, other comprehensive income and other reserves (ii)

 

 —

 

(3,660)

 

(3,660)

Disposals

 

(3,051)

 

(474)

 

(3,525)

Transfers (iii)

 

(1,725)

 

(9,011)

 

(10,736)

Impairment loss (iv)

 

(1,753)

 

(18,153)

 

(19,906)

Foreign currency translation adjustments

 

(3,054)

 

(299)

 

(3,353)

Balance as of March 31, 2018

 

59,942

 

79,758

 

139,700

Transfer of cost method investments  (v)

 

(59,942)

 

 —

 

(59,942)

Balance as of April 1, 2018

 

 —

 

79,758

 

79,758

Additions (i)

 

 —

 

14,360

 

14,360

Share of results, other comprehensive income and other reserves (ii)

 

 —

 

1,905

 

1,905

Disposals

 

 —

 

(1,160)

 

(1,160)

Transfers (iii)

 

 —

 

(10,153)

 

(10,153)

Impairment loss (iv)

 

 —

 

(493)

 

(493)

Foreign currency translation adjustments

 

 —

 

237

 

237

Balance as of March 31, 2019

 

 —

 

84,454

 

84,454

 

(i)

Details of the significant additions of the investments in equity investees are set out in Note 4.

(ii)

Share of results, other comprehensive income and other reserves include the share of results of the equity investees, the gain or loss arising from the deemed disposal of the equity investees and the amortization of basis differences. The amount excludes the expenses relating to the share-based awards underlying the equity of the Company and Ant Financial granted to employees of certain equity investees (Note 8(d)).

(iii)

During the year ended March 31, 2018, transfers under the equity method were primarily related to the consolidation of Cainiao Network (Note 4(f)) and Intime (Note 4(g)) upon the acquisition of control by the Company.

During the year ended March 31, 2019, transfers under the equity method were primarily related to the consolidation of Alibaba Pictures (Note 4(b)).

(iv)

Impairment charges in connection with the equity method investments of RMB245 million, RMB18,153 million and RMB493 million were recorded in share of results of equity investees in the consolidated income statements for the years ended March 31, 2017, 2018 and 2019, respectively.

Impairment charges in connection with the cost method investments of RMB2,125 million and RMB1,753 million were recorded in interest and investment income, net in the consolidated income statements for the years ended March 31, 2017 and 2018, respectively.

Out of the impairment charges relating to the equity method investments for the year ended March 31, 2018, RMB18,116 million was related to the Company’s investment in Alibaba Pictures (Note 4(b)). The fair value measurements with respect to the impairments of other equity investees were individually insignificant and utilized a number of different unobservable inputs not subject to meaningful aggregation.

(v)Upon the adoption of ASU 2016-01, the Company no longer accounts for certain other equity investments in privately held companies over which the Company neither has control nor significant influence through investment in common stock or in-substance common stock using the cost method, and RMB59,942 million were reclassified into investment securities (Note 11) as of April 1, 2018.

Schedule of summarized financial information for all of the Company's equity method investments

 

 

 

 

 

 

 

 

 

    

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB)

Operating data:

 

 

 

 

 

 

Revenue

 

125,701

 

284,706

 

488,775

Cost of revenue

 

(109,790)

 

(242,068)

 

(405,074)

(Loss) Income from operations

 

(9,071)

 

(7,072)

 

3,840

Net (loss) income

 

(6,743)

 

195

 

2,923

 

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Balance sheet data:

 

 

 

 

Current assets

 

200,742

 

257,502

Non-current assets

 

184,310

 

222,484

Current liabilities

 

162,340

 

205,272

Non-current liabilities

 

26,107

 

34,191

Noncontrolling interests and mezzanine equity

 

16,586

 

10,151

 

v3.19.3
Earnings per share/ADS (Tables)
12 Months Ended
Mar. 31, 2019
Earnings per share/ADS  
Schedule of computation of basic and diluted net income per share/ADS

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

    

2017

    

2018

    

2019

 

 

(in millions of RMB, except share

 

 

data and per share data)

Earnings per share

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net income attributable to ordinary shareholders for computing net income per ordinary share - basic

 

43,675

 

63,985

 

87,600

Dilution effect arising from share-based awards issued by a subsidiary and equity investees

 

(11)

 

(21)

 

(42)

Net income attributable to ordinary shareholders for computing net income per ordinary share - diluted

 

43,664

 

63,964

 

87,558

 

 

 

 

 

 

 

Shares (denominator):

 

 

 

 

 

 

Weighted average number of shares used in calculating net income per ordinary share - basic (million shares) (Note)

 

19,941

 

20,425

 

20,640

Adjustments for dilutive RSUs and share options (million shares) (Note)

 

638

 

456

 

348

Weighted average number of shares used in calculating net income per ordinary share - diluted (million shares) (Note)

 

20,579

 

20,881

 

20,988

Net income per ordinary share - basic (RMB) (Note)

 

2.19

 

3.13

 

4.24

Net income per ordinary share - diluted (RMB) (Note)

 

2.12

 

3.06

 

4.17

Earnings per ADS

 

 

 

 

 

 

Net income per ADS

 

 

 

 

 

 

- basic (RMB)

 

17.52

 

25.06

 

33.95

Net income per ADS

 

 

 

 

 

 

- diluted (RMB)

 

16.97

 

24.51

 

33.38

 

Note: Basic and diluted net income per ordinary share, weighted average number of shares and the adjustments for dilutive RSUs and share options have been retrospectively adjusted for the Share Subdivision and the ADS Ratio Change that were effective on July 30, 2019 as detailed in Note 2(a).

v3.19.3
Deferred revenue and customer advances (Tables)
12 Months Ended
Mar. 31, 2019
Deferred revenue and customer advances  
Schedule of deferred revenue and customer advances

 

 

 

 

 

 

 

As of March 31,

 

    

2018

    

2019

 

 

(in millions of RMB)

Deferred revenue

 

13,350

 

18,448

Customer advances

 

9,940

 

13,814

 

 

23,290

 

32,262

Less: current portion

 

(22,297)

 

(30,795)

Non-current portion

 

993

 

1,467

 

v3.19.3
Deferred revenue and customer advances (Details)
¥ in Millions, $ in Millions
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
CNY (¥)
Deferred revenue and customer advances      
Deferred revenue   ¥ 18,448 ¥ 13,350
Customer advances   13,814 9,940
Total   32,262 23,290
Less: current portion $ (4,589) (30,795) (22,297)
Non-current portion $ 219 ¥ 1,467 ¥ 993
v3.19.3
Unsecured senior notes- General (Details)
¥ in Millions, $ in Millions
1 Months Ended
Nov. 30, 2017
USD ($)
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CNY (¥)
Mar. 31, 2018
USD ($)
Mar. 31, 2018
CNY (¥)
Dec. 31, 2017
USD ($)
Nov. 30, 2014
USD ($)
Unsecured senior notes              
Unsecured senior notes              
Carrying value     ¥ 91,517   ¥ 85,372    
Unamortized discount and debt issuance costs     589   624    
Total principal amounts of unsecured senior notes     92,106   85,996    
Less: current portion of principal amounts of unsecured senior notes     (15,127)        
Non-current portion of principal amounts of unsecured senior notes     76,979   ¥ 85,996    
Discount when issued   $ 47 297        
Debt issuance costs as a direct deduction from the principal amount   82 ¥ 517        
2014 Senior Notes              
Unsecured senior notes              
Principal amount | $             $ 8,000
Repayment amount | $ $ 1,300            
2017 Senior Notes              
Unsecured senior notes              
Principal amount | $           $ 7,000  
US$2,250 million 2.500% notes due 2019 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 2,250   $ 2,250      
Fixed interest rate   2.50% 2.50% 2.50% 2.50%    
Carrying value     ¥ 15,110   ¥ 14,083    
Effective interest rate   2.67% 2.67% 2.67% 2.67%    
US$1,500 million 3.125% notes due 2021 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 1,500   $ 1,500      
Fixed interest rate   3.125% 3.125% 3.125% 3.125%    
Carrying value     ¥ 10,044   ¥ 9,365    
Effective interest rate   3.26% 3.26% 3.26% 3.26%    
US$700 million 2.800% notes due 2023 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 700   $ 700      
Fixed interest rate   2.80% 2.80% 2.80% 2.80%    
Carrying value     ¥ 4,687   ¥ 4,372    
Effective interest rate   2.90% 2.90% 2.90% 2.90%    
US$2,250 million 3.600% notes due 2024 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 2,250   $ 2,250      
Fixed interest rate   3.60% 3.60% 3.60% 3.60%    
Carrying value     ¥ 15,061   ¥ 14,050    
Effective interest rate   3.68% 3.68% 3.68% 3.68%    
US$2,550 million 3.400% notes due 2027 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 2,550   $ 2,550      
Fixed interest rate   3.40% 3.40% 3.40% 3.40%    
Carrying value     ¥ 16,989   ¥ 15,848    
Effective interest rate   3.52% 3.52% 3.52% 3.52%    
US$700 million 4.500% notes due 2034 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 700   $ 700      
Fixed interest rate   4.50% 4.50% 4.50% 4.50%    
Carrying value     ¥ 4,650   ¥ 4,339    
Effective interest rate   4.60% 4.60% 4.60% 4.60%    
US$1,000 million 4.000% notes due 2037 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 1,000   $ 1,000      
Fixed interest rate   4.00% 4.00% 4.00% 4.00%    
Carrying value     ¥ 6,663   ¥ 6,219    
Effective interest rate   4.06% 4.06% 4.06% 4.06%    
US$1,750 million 4.200% notes due 2047 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 1,750   $ 1,750      
Fixed interest rate   4.20% 4.20% 4.20% 4.20%    
Carrying value     ¥ 11,655   ¥ 10,880    
Effective interest rate   4.25% 4.25% 4.25% 4.25%    
US$1,000 million 4.400% notes due 2057 | Unsecured senior notes              
Unsecured senior notes              
Principal amount | $   $ 1,000   $ 1,000      
Fixed interest rate   4.40% 4.40% 4.40% 4.40%    
Carrying value     ¥ 6,658   ¥ 6,216    
Effective interest rate   4.44% 4.44% 4.44% 4.44%