Obligation Baidu 2.875% ( US056752AH11 ) en USD

Baidu

99.99 % ▲

Chine

US056752AH11 ( en USD )

2.875% par an ( paiement semestriel )

05/07/2022 - Obligation échue

Prospectus brochure de l'obligation Baidu US056752AH11 en USD 2.875%, échue

200 000 USD

900 000 000 USD

056752AH1

L'Obligation émise par Baidu ( Chine ) , en USD, avec le code ISIN US056752AH11, paye un coupon de 2.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/07/2022

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-218972
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount To Be
Offering Price
Aggregate
Registration
Securities To Be Registered

Registered

Per Unit

Offering Price

Fee (1)

2.875% Notes due 2022

US$900,000,000

99.470%
US$895,230,000
US$103,757.16
3.625% Notes due 2027

US$600,000,000

99.576%
US$597,456,000
US$ 69,245.15

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To Prospectus dated June 26, 2017)

US$1,500,000,000
Baidu, Inc.
US$900,000,000 2.875% Notes due 2022
US$600,000,000 3.625% Notes due 2027
We are offering US$900,000,000 of our 2.875% notes due 2022 (the "2022 Notes") and US$600,000,000 of our 3.625% notes due 2027 (the
"2027 Notes", together with the 2022 Notes, the "Notes"). The 2022 Notes will mature on July 6, 2022 and the 2027 Notes will mature on July 6,
2027. Interest on the Notes will accrue from July 6, 2017 and be payable on January 6 and July 6 of each year, beginning on January 6, 2018.
We may at our option redeem the Notes at any time, in whole or in part, at a price equal to the greater of 100% of the principal amount of
such Notes and the make whole amount plus accrued and unpaid interest, if any, to (but not including) the redemption date. We may also redeem
the Notes at any time upon the occurrence of certain tax events. Upon the occurrence of a triggering event, we must make an offer to repurchase all
Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the
date of repurchase. For a more detailed description of the Notes, see "Description of the Notes" in this prospectus supplement.
The Notes are our senior unsecured obligations and will rank senior in right of payment to all of our existing and future obligations expressly
subordinated in right of payment to the Notes; rank at least equal in right of payment with all of our existing and future unsecured unsubordinated
obligations (subject to any priority rights pursuant to applicable law); be effectively subordinated to all of our existing and future secured
obligations, to the extent of the value of the assets serving as security therefor; and be structurally subordinated to all existing and future
obligations and other liabilities of our subsidiaries and consolidated affiliated entities.
See "Risk Factors" beginning on page S-11 for a discussion of certain risks that should be considered in
connection with an investment in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or
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determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.

Public Offering
Underwriting
Proceeds to

Price(1)

Discounts

Baidu(1)

Per 2022 Note

99.470%

0.275%

99.195%
Total

US$895,230,000

US$2,475,000

US$892,755,000
Per 2027 Note

99.576%

0.275%

99.301%
Total

US$597,456,000

US$1,650,000

US$595,806,000

(1) Plus accrued interest, if any, from July 6, 2017.
Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited, or
the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained
herein. The listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of us, or any of our subsidiaries or
consolidated affiliated entities or of the Notes. Currently, there is no public trading market for the Notes.
We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on or about July 6,
2017, which is the fifth business day following the date of this prospectus supplement. Purchasers of the Notes should note that trading of the Notes
may be affected by this settlement date.

Joint Bookrunners
Goldman Sachs (Asia) L.L.C.

J.P. Morgan

HSBC
Co-managers
Morgan Stanley

DBS Bank Ltd.

CICC HK Securities
The date of this prospectus supplement is June 28, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
WHERE YOU CAN FIND MORE INFORMATION
S-2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-2
FORWARD-LOOKING STATEMENTS
S-3
PROSPECTUS SUPPLEMENT SUMMARY
S-4
RISK FACTORS
S-11
CERTAIN FINANCIAL DATA
S-15
USE OF PROCEEDS
S-24
EXCHANGE RATE INFORMATION
S-25
CAPITALIZATION
S-26
DESCRIPTION OF THE NOTES
S-27
TAXATION
S-39
UNDERWRITING
S-42
LEGAL MATTERS
S-46
EXPERTS
S-46
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
Prospectus

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
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OUR COMPANY
3
RISK FACTORS
7
USE OF PROCEEDS
8
EXCHANGE RATE INFORMATION
9
RATIO OF EARNINGS TO FIXED CHARGES
10
DESCRIPTION OF DEBT SECURITIES
11
LEGAL OWNERSHIP OF DEBT SECURITIES
27
ENFORCEABILITY OF CIVIL LIABILITIES
29
PLAN OF DISTRIBUTION
31
LEGAL MATTERS
33
EXPERTS
33
WHERE YOU CAN FIND MORE INFORMATION
34
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
34
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters
are not, making an offer to sell these Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is
accurate only as of each of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since those dates.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of Notes
by us. The second part, the base prospectus, presents more general information about this offering. The base prospectus was included in the
registration statement on Form F-3 (File No. 333-218972) that we filed with the SEC on June 26, 2017. Generally, when we refer only to the
"prospectus," we are referring to both parts combined, and when we refer to the "accompanying prospectus," we are referring to the base
prospectus as updated through incorporation by reference.
If the description of the offering of the Notes varies between this prospectus supplement and the accompanying prospectus, you should rely on
the information in this prospectus supplement.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountants and other advisors for legal, tax, business, financial and related advice regarding the purchase of
any of the Notes offered by this prospectus supplement.
In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires, the terms "we," "us," "our company,"
"our" "Baidu," and "issuer" refer to Baidu, Inc., its subsidiaries and, in the context of describing our operations and consolidated financial
information, our consolidated affiliated entities in China; "China" and "PRC" refer to the People's Republic of China and, solely for the purpose of
this prospectus, exclude Taiwan, Hong Kong and Macau; and all references to "RMB" and "Renminbi" are to the legal currency of China and all
references to "U.S. dollars," "US$," "dollars" and "$" are to the legal currency of the United States.
All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance
with the Exchange Act, we file annual reports and other information with the SEC. Information we file with the SEC can be obtained over the
internet at the SEC's website at www.sec.gov or inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the
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SEC at 1-800-SEC-0330 or visit the SEC website for further information on the operation of the public reference rooms.
This prospectus supplement is part of a registration statement that we filed with the SEC, using a "shelf" registration process under the
Securities Act of 1933, as amended, or the Securities Act, relating to the securities to be offered. This prospectus supplement does not contain all
of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC.
For further information with respect to Baidu, Inc. and the Notes, reference is hereby made to the registration statement and the prospectus
contained therein. The registration statement, including the exhibits thereto, may be inspected on the SEC's website or at the Public Reference
Room maintained by the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with or submit to the SEC, which means that we can disclose
important information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we
file with or submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information.
See "Incorporation of Certain Documents by Reference" in the accompanying prospectus for more information. All of the documents incorporated
by reference are available at www.sec.gov under Baidu, Inc., CIK number 0001329099.
Our annual report on Form 20-F for the fiscal year ended December 31, 2016 originally filed with the SEC on March 31, 2017 (File
No. 000-51469), or our 2016 Form 20-F, is incorporated by reference in the accompanying prospectus.
As you read the documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find
inconsistencies, you should rely on the statements made in the most recent document.
We will provide a copy of any or all of the information that has been incorporated by reference in the accompanying prospectus, upon written
or oral request, to any person, including any beneficial owner of the Notes, to whom a copy of this prospectus supplement is delivered, at no cost to
such person. You may make such a request by writing or telephoning us at the following mailing address or telephone number:
IR Department
Baidu, Inc.
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
People's Republic of China
Telephone: +86 (10) 5992-8888

S-2
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain forward-looking statements
that reflect our current expectations and views of future events. These statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "may," "will," "expect,"
"anticipate," "future," "intend," "plan," "believe," "estimate," "is/are likely to" or other similar expressions. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things:

· our growth strategies;

· our future business development, results of operations and financial condition;

· our proposed use of proceeds from the sale of debt securities;

· our ability to attract and retain users and customers and generate revenue and profit from our customers;

· our ability to retain key personnel and attract new talent;

· competition in the internet search, online marketing and other businesses in which we engage;

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· the outcome of ongoing or any future litigation, including those relating to intellectual property rights; and

· PRC governmental regulations and policies relating to the internet, internet search and online marketing and the implementation of a

corporate structure involving variable interest entities in China.
The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference are subject to risks, uncertainties and assumptions about our company. Our actual results of operations may differ materially from the
forward-looking statements as a result of the risk factors disclosed in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference.
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in
conjunction with the risk factors disclosed herein, in the accompanying prospectus and in the documents incorporated by reference for a more
complete discussion of the risks of an investment in our securities. We operate in a rapidly evolving environment. New risks emerge from time to
time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not
undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

S-3
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information presented in greater detail elsewhere. This summary is not complete and does not contain all the
information you should consider before investing in the Notes. You should carefully read the entire prospectus before investing, including
"Risk Factors," and including the documents incorporated by reference. See "Incorporation of Certain Documents by Reference." Our 2016
Form 20-F, which contains our audited consolidated financial statements as of December 31, 2015 and 2016 and for each of the three years
ended December 31, 2016, is incorporated by reference.
Baidu, Inc.
Overview
We are the leading Chinese language internet search provider. As a technology-based media company, we aim to provide the best and
most equitable way for people to find what they are looking for. We provide our users with many channels to access information and services.
In addition to serving individual internet search users, we provide an effective platform for businesses to reach potential customers.
Our business currently consists of keyword-based marketing services targeted at and triggered by internet users' search queries, which
mainly include our pay-for-performance, or P4P, services and other online marketing services, artificial intelligence (AI)-enabled new
business initiatives and online video business.
Our Baidu.com website is the largest website in China and the fourth largest website globally, as measured by average daily visitors and
page views during the three-month period preceding the date of this prospectus supplement, according to Alexa.com, an internet analytics
firm. We are the largest internet search provider in China, accounting for 84% of revenues of the PC and mobile search market in China in
the three months ended March 31, 2017, according to Analysys International, a market research firm. We are the top Chinese search engine in
terms of combined PC and mobile search page views in the three months ended March 31, 2017, according to StatCounter, an internet
analytics firm. In addition, our "Baidu" brand is one of the highest ranking brands in China in BrandZ Top 50 Most Valuable Chinese Brands
2016, a study published by Millward Brown Optimor, a brand strategy research company.
We conduct our operations primarily in China. Revenues generated from our operations in China accounted for approximately 99.5%,
98.9% and 97.8% of our total revenues in 2014, 2015 and 2016, respectively.
We serve four types of online participants:
Users. We aspire to provide the best experience to our users. To enrich user experience, we provide a broad range of products and
services accessible through PCs and mobile devices. We offer Chinese language search on our Baidu platform that enables users to find
relevant information online, including web pages, news, images, documents and multimedia files, through links provided on our website. We
launched Baidu Newsfeed in 2016 to offer users personalized newsfeed to meet their personal interests as reflected in their past online
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behaviors, such as search and browsing, and their demographics. In addition, iQiyi's mobile application has continued to maintain its industry
leadership with 129 million daily active users, 490 million monthly active users, and 342 billion minutes monthly user time in March 2017,
according to iResearch, a market research firm.
Customers. We deliver online marketing services to a diverse customer base operating in a variety of industries. The number of our
active online marketing customers grew from approximately 596,000 in 2012 to approximately 982,000 in 2016. Consistent with previously
reported numbers, the number of active online

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marketing customers excluded those for our group-buying and delivery related businesses. Our online marketing customers consist of small to
medium-sized enterprises, or SMEs, throughout China, large domestic companies and Chinese divisions and subsidiaries of large,
multinational companies. We have a diverse customer base in terms of industries and geographical locations. The top industries in which our
customers operate in terms of revenue contribution include retail and ecommerce, local services, medical and healthcare, network services,
financial services, education, online games, transportation, construction and decoration, and business services. Customers in our top five
industries contributed approximately 50% of our total online marketing revenues in 2016. Although we have customers located throughout
China, we have a more active and larger customer base in coastal regions, reflecting the current general economic demographics in China.
Our customers also include local merchants that act as advertisers or service providers covering businesses such as restaurants, hotels and
cinemas, and advertisers of iQiyi, who are counted as part of our online marketing customers, and subscription users of online video contents.
We reach and serve our customers through our direct sales force as well as a network of third-party distributors across China. As many
of our customers are SMEs, we use distributors to help us identify potential SME customers, collect payments and assist SMEs in setting up
accounts with us and using our online marketing services. We have also engaged third-party agencies to identify and reach potential
customers outside of China. Customers use our products and services through PCs and mobile devices. Mobile revenues represented 70.0% of
our total revenues in the three months ended March 31, 2017.
Since early May 2016, we have been implementing new measures to further improve customer quality and foster a healthy environment
to enhance user experience and drive long-term sustainable growth. We have taken proactive measures requiring all customers on our
platform to submit Internet Content Provider (ICP) licenses and verify enterprise bank accounts. The implementation of new and stricter
regulations on online marketing and our self-imposed proactive measures will have a short-term impact on our business. We believe these
measures will be beneficial in the long term, and we remain confident in our long-term outlook, underpinned by our fundamental value
proposition of search and our ongoing investments in technology.
Baidu Union Members. Baidu Union consists of a large number of third-party web content, software and mobile application providers.
Baidu Union members can display on their properties our customers' promotional links that match the content of such members' properties.
Some Baidu Union members also embed some of our products and services into their properties. We allow Baidu Union members to provide
high-quality and relevant search results to their users without the cost of building and maintaining advanced search capabilities in-house and
to monetize their traffic through revenue sharing arrangements with us. We reward Baidu Union members by sharing with these members
revenues as a percentage of total revenues recognized by us. Because we have implemented measures to deliver a better user experience and
build a safer and more trustworthy platform for users since May 2016, the revenue contributed by Baidu Union members slightly decreased in
2016.
Content Providers. Our content providers mainly consist of video copyright holders, map data owners, apps owners who list their apps
on our app store for users to download, users who contribute their valuable and copyrighted content to our products, and self-media authors
such as those who publish their content through Baijiahao accounts. These content providers contribute rich contents and resources to our
content ecosystem, and in return we provide a broad platform for them to present their content. If we generate revenue from utilizing third-
party contents, we will purchase these contents or share revenue with the content providers based on the terms of pre-agreed contracts.
Technology and people are critical to our long-term success:
Technology. We focus on research and development and innovation. To stay at the forefront of the internet industry and to achieve long-
term growth and success, we invest heavily in research and development. We

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Table of Contents
operate four research labs under the umbrella of Baidu Research: the Augmented Reality (AR) Lab, the Silicon Valley Artificial Intelligence
(AI) Lab, the Beijing Deep Learning Lab and the Beijing Big Data Lab. We established the Baidu Institute of Deep Learning, currently known
as the Beijing Deep Learning Lab, in January 2013. We opened the Silicon Valley AI Lab in May 2014, enhancing our research and
development capabilities in Silicon Valley. In August 2014, we and the United Nations announced and started strategic cooperation and
jointly established the Big Data Lab. In January 2017, we announced the establishment of our AR Lab focusing on augmented reality
technology. Since September 2016, we have open-sourced our AI platform "PaddlePaddle" to the global developer community, providing
access to Baidu technology in areas of voice and image recognition, natural language processing, and machine learning.
In 2015, our autonomous driving project at the Beijing Deep Learning Lab reached a key milestone by completing rigorous fully
autonomous tests under a variety of complex environmental conditions. We have been recognized as one of the leading AI innovators globally
after investing in AI for many years. In 2016, we established our Autonomous Driving Business Unit. In April 2017, we announced Project
Apollo, our autonomous driving open platform.
We have developed a proprietary technological infrastructure which consists of technologies for web search, mobile, P4P, targetizement,
large-scale systems, AI and autonomous driving technology. Our established infrastructure serves as the backbone for both our PC and mobile
platforms.
People. We have a visionary and experienced management team. Under their leadership, we have developed a strong company culture
that encourages individual thinking and creativity, continuous self-improvement and strong commitment to providing the best experience to
our users and customers. We value our employees and provide abundant opportunities for training, responsibility and career advancement in
our organization.
We have a robust business model:
Online Marketing Services. We generate a large majority of our revenues from online marketing services, including online marketing
services based on search queries, contextuals, audience attributes, media and placement attributes and online marketing services of other
forms. Our online marketing services generally comprise text links, images, multimedia files and interactive forms. Our P4P platform enables
customers to bid for priority placement of their links in keyword search results, and provides customers with wide reach, precise targeting
capabilities, highly measurable results and superior returns on marketing spending. We generally require our P4P SME customers to pay
deposits before using our services and remind them to replenish their accounts when needed. We also provide other forms of online marketing
services, including contextual ads, display placements and online video ads.
Revenue, Profit and Cash Flow. We have grown substantially by focusing on the organic growth of our core business, complemented
by strategic investments and acquisitions. Our total revenues in 2016 were RMB70.5 billion (US$10.2 billion), a 6.3% increase over 2015.
Our operating profit was RMB10.0 billion (US$1.4 billion) in 2016, a 13.9% decrease over 2015. Our net income attributable to Baidu, Inc.
was RMB11.6 billion (US$1.7 billion) in 2016, compared to RMB33.7 billion in 2015. Our total revenues, operating profit and net income
attributable to Baidu, Inc. in the three months ended March 31, 2017 were RMB16.9 billion (US$2.5 billion), RMB2.0 billion (US$291.4
million) and RMB1.8 billion (US$258.1 million), respectively, representing a 6.8% increase, a 9.3% decrease and a 10.6% decrease from the
corresponding period in 2016. For the three months ended March 31, 2017, we generated RMB4.7 billion (US$683.3 million) net cash from
operating activities. As of March 31, 2017, we held a total of RMB90.7 billion (US$13.2 billion) in cash and cash equivalents and short-term
investments.

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Recent Development
Our chief financial officer, Ms. Jennifer Li, assumed the position of chief executive officer of Baidu Capital, an investment firm, in April
2017. Ms. Li intends to resign from her position as our chief financial officer upon the appointment of a successor to ensure a seamless
transition of her responsibilities.
Ratio of Earnings to Fixed Charges
The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated using
financial information extracted, where applicable, from our audited consolidated financial statements or unaudited interim condensed
consolidated financial statements. Our audited consolidated financial statements and unaudited interim condensed consolidated financial
statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Three Months

Year Ended December 31,

Ended March 31,

2012
2013
2014
2015
2016
2017

(unaudited)

Ratio of earnings to fixed charges

59.1
22.9
19.1
26.6
9.2

5.1
The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges. The term "earnings" means the sum of
(a) pre-tax income from continuing operations before adjustment for income or loss from equity investees and (b) fixed charges, less the
interest capitalized and the accretion of the carrying value of the redeemable equity interests of the consolidated subsidiaries. The term "fixed
charges" means the sum of the following: (a) interest charges, (b) amortization of debt issuance costs and discounts related to indebtedness,
(c) an estimate of the interest within rental expense, and (d) the accretion of the carrying value of redeemable equity interests attributable to
the subsidiaries' unaffiliated holders of those equity interests.
Corporate Information
We were incorporated in the Cayman Islands in January 2000. We conduct our operations in China principally through our wholly
owned subsidiaries in China. We also conduct part of our operations in China through our consolidated affiliated entities in China, which
hold the licenses and permits necessary to operate our websites and provide certain services. Our American depositary shares, ten of which
represent one Class A ordinary share, par value US$0.00005 per share, of our company, currently trade on The NASDAQ Global Select
Market under the symbol "BIDU."
Our principal executive offices are located at Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People's
Republic of China. Our telephone number at this address is +86 (10) 5992-8888. We have appointed C T Corporation System, which is
located at 111 Eighth Avenue, New York, NY 10011, as our agent upon whom process may be served in any action brought against us under
the securities laws of the United States in connection with this offering.

S-7
Table of Contents
The Offering
The summary below describes the principal terms of the Notes. Certain of the terms described below are subject to important limitations
and exceptions. The "Description of the Notes" section of this prospectus supplement and the "Description of Debt Securities" section of the
accompanying prospectus contain a more detailed description of the terms of the Notes.

Issuer
Baidu, Inc.

Notes Offered
US$900,000,000 aggregate principal amount of 2.875% notes due 2022 (the
"2022 Notes") and US$600,000,000 aggregate principal amount of 3.625% notes due
2027 (the "2027 Notes", together with the 2022 Notes, the "Notes").
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Maturity Dates
The 2022 Notes will mature on July 6, 2022 and the 2027 Notes will mature on July 6,
2027.

Interest Rates
The 2022 Notes will bear interest at a rate of 2.875% per year and the 2027 Notes will
bear interest at a rate of 3.625% per year.

Interest Payment Dates
January 6 and July 6, beginning on January 6, 2018. Interest will accrue from July 6,
2017.

Optional Redemption
We may at our option redeem the Notes of either series at any time, in whole or in part,
at a price equal to the greater of 100% of the principal amount of the Notes to be
redeemed and the make whole amount plus, in each case, accrued and unpaid interest, if
any, on the Notes to be redeemed to (but not including) the redemption date. See
"Description of the Notes--Optional Redemption."

Repurchase Upon Triggering Event
Upon the occurrence of a Triggering Event (as defined in "Description of the Notes"),
we must make an offer to repurchase all Notes outstanding at a purchase price equal to
101% of their principal amount, plus accrued and unpaid interest, if any, to (but not
including) the date of repurchase. See "Description of the Notes-- Repurchase Upon
Triggering Event."

Ranking
The Notes will be our senior unsecured obligations and will:

· rank senior in right of payment to all of our existing and future obligations

expressly subordinated in right of payment to the Notes;

· rank at least equal in right of payment with all of our existing and future unsecured

unsubordinated obligations (subject to any priority rights pursuant to applicable
law);

· be effectively subordinated to all of our existing and future secured obligations, to

the extent of the value of the assets serving as security therefor; and

· be structurally subordinated to all existing and future obligations and other

liabilities of our subsidiaries and consolidated affiliated entities.

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Covenants
We will issue the Notes under an indenture with The Bank of New York Mellon, as
trustee. The indenture will, among other things, limit our ability to incur liens and
consolidate, merge or sell all or substantially all of our assets.

These covenants will be subject to a number of important exceptions and qualifications
and the Notes and the indenture do not otherwise restrict or limit our ability to incur

additional indebtedness or enter into transactions with, or to pay dividends or make
other payments to, affiliates. For more details, see "Description of the Notes" and
"Description of Debt Securities" in the accompanying prospectus.

Payment of Additional Amounts
All payments of principal, premium and interest made by us in respect of the Notes will
be made without withholding or deduction for, or on account of, any present or future
Taxes (as defined in "Description of Debt Securities" in the accompanying prospectus)
imposed or levied by or within the British Virgin Islands, the Cayman Islands, the PRC
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424B2
or any jurisdiction where we are otherwise considered by a taxing authority to be a
resident for tax purposes (in each case, including any political subdivision or any
authority therein or thereof having power to tax), unless such withholding or deduction
of such Taxes is required by law. If we are required to make such withholding or
deduction, we will pay such additional amounts as will result in receipt by each holder
of any Note of such amounts as would have been received by such holder had no such
withholding or deduction of such Taxes been required, subject to certain exceptions. See
"Description of the Notes--Payment of Additional Amounts."

Tax Redemption
Each series of the Notes may be redeemed at any time, at our option, in whole but not in
part, at a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, to (but not including) the redemption date in the event we
become obligated to pay additional amounts in respect of such Notes as a result of
certain changes in tax law. See "Description of Debt Securities--Tax Redemption" in
the accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds from this offering to repay existing indebtedness and
for general corporate purposes. See "Use of Proceeds."

Denominations
The Notes will be issued in minimum denominations of US$200,000 and multiples of
US$1,000 in excess thereof.

Form of Notes
We will issue the Notes in the form of one or more fully registered global Notes
registered in the name of the nominee of The Depository Trust Company, or DTC.
Investors may elect to hold the interests in the global notes through any of DTC,
Clearstream or Euroclear, as described under the heading "Description of the Notes--
Book-Entry; Delivery and Form."

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Table of Contents
Further Issuances
We may, from time to time, without the consent of the holders of the Notes, create and
issue additional Notes having the same terms and conditions as any series of the Notes
in all respects (or in all respects except for the issue date, the issue price and the first
payment of interest). Additional Notes issued in this manner will be consolidated with
the previously outstanding Notes of the relevant series to constitute a single series of
Notes of such series. We will not issue any additional Notes with the same CUSIP, ISIN
or other identifying number as any Notes issued hereunder unless the additional Notes
are fungible with the outstanding Notes of the relevant series for U.S. federal income
tax purposes.

Risk Factors
You should consider carefully all the information set forth or incorporated by reference
in this prospectus supplement and the accompanying prospectus, in particular the risk
factors set forth under the heading "Risk Factors" beginning on page S-11 of this
prospectus supplement and the risk factors set forth in our 2016 Form 20-F, which is
incorporated by reference in the accompanying prospectus, before investing in any of
the Notes offered hereby.

Listing
Approval in-principle has been received for the listing and quotation of the Notes on the
SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of
US$200,000 for so long as the Notes are listed on the SGX-ST.

So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require,
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Document Outline

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