Obligation Baidu 3.425% ( US056752AR92 ) en USD

Baidu

90.89 % ▼

Chine

US056752AR92 ( en USD )

3.425% par an ( paiement semestriel )

06/04/2030

Prospectus brochure de l'obligation Baidu US056752AR92 en USD 3.425%, échéance 06/04/2030

200 000 USD

400 000 000 USD

056752AR9

N/A

A3 ( Qualité moyenne supérieure )

07/10/2024 ( Dans 142 jours )

L'Obligation émise par Baidu ( Chine ) , en USD, avec le code ISIN US056752AR92, paye un coupon de 3.425% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/04/2030

L'Obligation émise par Baidu ( Chine ) , en USD, avec le code ISIN US056752AR92, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424(B)(2)
424B2 1 d903655d424b2.htm 424(B)(2)
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)
3.075% Notes due 2025
US$600,000,000
99.793%
US$598,758,000
US$77,718.79
3.425% Notes due 2030
US$400,000,000
99.539%
US$398,156,000
US$51,680.65

Note:
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-218972

Prospectus Supplement
(To Prospectus dated June 26, 2017)

US$1,000,000,000
Baidu, Inc.
US$600,000,000 3.075% Notes due 2025
US$400,000,000 3.425% Notes due 2030
We are offering US$600,000,000 of our 3.075% notes due 2025 (the "2025 Notes") and US$400,000,000 of our 3.425% notes due 2030 (the "2030
Notes," together with the 2025 Notes, the "Notes"). The 2025 Notes will mature on April 7, 2025 and the 2030 Notes will mature on April 7, 2030. Interest
on the Notes will accrue from April 7, 2020 and be payable on April 7 and October 7 of each year, beginning on October 7, 2020.
We may at our option redeem the 2025 Notes at any time, prior to March 7, 2025 and the 2030 Notes at any time prior to January 7, 2030, each 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. In addition, we may also redeem the 2025 Notes from or after March 7, 2025 and the 2030 Notes from or
after January 7, 2030, each at a price equal to 100% of the principal amount of such Notes, 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-16 for a discussion of certain risks that should be considered in connection with an
investment in the Notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes
or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
Public Offering
Underwriting
Proceeds to

Price(1)

Discounts

Baidu(1)

Per 2025 Note

99.793%

0.275%

99.518%
Total

US$598,758,000

US$1,650,000

US$597,108,000
Per 2030 Note

99.539%

0.275%

99.264%
Total

US$398,156,000

US$1,100,000

US$397,056,000

(1)
Plus accrued interest, if any, from April 7, 2020.
Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the
"SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein.
Approval in-principle for 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 SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), on or about April 7, 2020, which is the fourth 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.

BofA Securities
Co-Manager
Bank of Communications

The date of this prospectus supplement is April 1, 2020.
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
EUROPEAN ECONOMIC AREA CONSIDERATIONS
S-3
FORWARD-LOOKING STATEMENTS
S-4
PROSPECTUS SUPPLEMENT SUMMARY
S-5
RISK FACTORS
S-16
CERTAIN FINANCIAL DATA
S-20
USE OF PROCEEDS
S-24
CAPITALIZATION
S-25
DESCRIPTION OF THE NOTES
S-26
TAXATION
S-41
UNDERWRITING
S-45
LEGAL MATTERS
S-50
EXPERTS
S-50
Prospectus

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
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
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
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.
Section 309B(1) Notification--In connection with Section 309B of the Securities and Futures Act, Chapter 289 of Singapore, as modified or
amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations
2018"), we have determined, and hereby notify all persons (including relevant persons (as defined in Section 309A(1) of the SFA)) that the Notes
are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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, and has been updated since that time with additional information that is
incorporated by reference. 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.
Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus supplement have been
made at a rate of RMB6.9618 to US$1.00, the exchange rate in effect as of December 31, 2019. These translation amounts are presented solely for the
convenience of readers, and we make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars
or Renminbi, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through
direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On March 27, 2020, the exchange rate was
RMB7.0942 to US$1.00.
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
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
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, DC 20549. You
can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 or visit the SEC
website for further information on the operation of the Public Reference Room.
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, 2019 originally filed with the SEC on March 13, 2020 (File No. 000-51469),
or our 2019 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
EUROPEAN ECONOMIC AREA CONSIDERATIONS
The Notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a retail investor in the EEA means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

S-3
Table of Contents
FORWARD-LOOKING STATEMENTS
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
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 and feed, online marketing, and other businesses in which we engage;

· 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 feed, 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-4
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 the documents incorporated by reference. See "Incorporation of Certain Documents by Reference." Our 2019 Form 20-F, which
contains our audited consolidated financial statements as of December 31, 2018 and 2019 and for each of the three years ended December 31, 2019,
is incorporated by reference in the accompanying prospectus.
Baidu, Inc.
Overview
We aim to make the complicated world simpler through technology. We strive to achieve this mission through our two-pillar strategy:
strengthen our mobile foundation and lead in artificial intelligence (AI).
Our business currently consists of two segments, Baidu Core and iQIYI. Baidu Core primarily comprises (i) search plus feed, including Baidu
App, short video products, and knowledge and information products, such as Baidu Knows, Baidu Wiki, and Baidu Post, as well as our online
marketing services, which we describe as our "mobile ecosystem," and (ii) new AI businesses, such as DuerOS (voice assistant and smart devices),
Baidu Cloud (AI solutions and cloud services), and Apollo (autonomous driving and smart transportation). iQIYI is an innovative market-leading
online entertainment service provider in China. iQIYI's platform features highly popular original content as well as a comprehensive library of other
professionally-produced content, professional user generated content, and user-generated content.
Our operations are primarily conducted in China, and revenues generated from China accounted for 98% of our total revenues from 2017 to
2019.
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
Baidu Core Mobile Ecosystem
Products and Services for 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 mobile devices, PCs, and other smart devices. We offer search and other services on the Baidu platform that connect users to relevant
information online, including web pages, news, images, documents, multimedia files, and services, through links provided on our website, apps, and
skills store, as well as native-app like experiences via our Smart Mini Program.
Baidu App
Our flagship app enables users to access our search, feed, and other services through mobile devices. Baidu App offers twin-engine search-
plus-feed functions that leverage our AI-powered algorithms and deep user insight to offer users a compelling experience. It features improved feed
display, short videos, Smart Mini Programs, enhanced voice input, text to speech, and augmented reality search to better serve users of mobile
devices. In December 2019, average DAUs of Baidu App reached 195 million, increasing 21% over the same period of 2018.
Baidu Search. Users can access our search and other services through Baidu's properties and Baidu Union partners' properties. In addition to
text inputs, our users can conduct AI-powered voice search and visual search. Voice search integrates speech recognition and search technologies to
enhance the user experience by providing a more natural and convenient input modality. Visual search enables the use of smart phone cameras to
capture

S-5
Table of Contents
images and retrieve related content and services on the web. For example, users can take a photo of a plant or a pet to identify the species. We also
endeavor to improve the search experience, through other AI-powered products such as Top 1, to satisfy user queries with the first displayed search
result, which we believe will be an important capability with the adoption of smart devices with smaller screens. In addition, we offer vertical search
to our users, such as video search and online literature search.
Baidu Feed. Baidu Feed is a product within Baidu App that provides users with personalized timeline based on their demographics and
interests. Baidu Feed complements our core search product, leverages Baidu AI recommendation algorithms and monetization platform, and
contributes to user engagement and retention, including content sharing, likes, and comments. We also provide text-to-speech function for feeds to
help users get hands free.
Short Video Apps
Haokan. Haokan is a short video app, offering a wide variety of user generated and professionally produced short videos, usually several
minutes long, in coordination with multiple channel networks (MCNs). Haokan allows users to upload, view, search, rate, share, favorite, comment,
and follow. Video content creators and curators can distribute their content to build a fan base and receive revenue share for their content
contribution.
Quanmin. Quanmin is a flash video app for users to create and share short videos, usually less than one minute long, and live videos with
entertainment orientation, such as musical, dance, comedy, acting, and lip-sync. Users can shoot or upload flash videos and edit them with built-in
special effects, filters, and stickers. Contents are distributed in personalized timeline powered by Baidu AI recommendation algorithms.
Knowledge-and-Information Centric Products
Baidu Knows. Baidu Knows is a question-and-answer community where questions are asked, answered, and organized by our users. The
answers posted on Baidu Knows are generated by our users, professionals, enterprises, and governmental agencies. Baidu Knows also leverages
Baidu's search capabilities to help users find answers to their questions on the web fast and efficiently, and at the same time, various partners of Baidu
Knows can reach their target users accurately.
Baidu Wiki (a.k.a. Baidu Encyclopedia). Baidu Wiki is a wiki, compiled by experts in specialized fields, featuring high-quality columns, such
as Encyclopedia of Intangible Cultural Heritage, Digital Museum and Recorder of History, as well as a complete video-based knowledge source.
Baidu Healthcare Wiki. Baidu Healthcare Wiki offers healthcare knowledge and information from authoritative and professional sources in
text, video, picture, and Q&A formats.
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
Baidu Wenku. Baidu Wenku hosts a library of digital documents, covering a wide range of content, such as education, architecture, law,
internet, and finance, shared in forms such as academic papers and PowerPoint presentations by professionals, enterprises, institutions, and other users.
Combined with Baidu Search's capabilities, Baidu Wenku serves as an abundant resource to help users obtain high-quality study content and
knowledge and information in a variety of topics efficiently.
Baidu Scholar. Baidu Scholar is an academic search engine that provides literature retrieval functionality from massive Chinese and English
academic resources including various academic journals and conference papers. Baidu Scholar also provides research tools such as plagiarism
detection and journal search, and helps scholars efficiently find scholarly literature relevant to their academic topics.

S-6
Table of Contents
Baidu Experience. Baidu Experience is an online platform where users share daily knowledge and experience. At the aim of providing practical
and high efficiency solutions, Baidu Experience covers multiple fields such as software, lifestyle tips, and games.
Baidu Post (a.k.a. Baidu Post Bar). Baidu Post is a social media built on topical online communities. Users can post text, image, audio, and
video content and reply to original curation, forming valuable discussion groups. Baidu Post draws new users through close integration with search
and user generated content, and has been a popular platform for celebrity fans, online game players, and online novel readers to build communities for
topical discussions, especially about current cultural trends.
Other User Products
Baidu Maps. Baidu Maps is a platform providing users with travel-related services including intelligent point-of-interest search, route planning,
precise navigation, and real-time traffic condition information. Baidu Maps, as a new generation of AI map, supports voice interactions in a full
spectrum of scenarios through its voice assistant, which allows users to customize the voice. Baidu Maps also provides professional and stable map
services to business partners across different sectors.
Baidu Input Method Editor (Baidu IME). Baidu IME is a Chinese-language mobile keyboard that utilizes Baidu AI to improve input accuracy,
remember corrections, and offer a customized dictionary of new or uncommon words. Baidu IME supports advanced functions such as extended voice
input, smart punctuation recommendation, voice message translation, voice modification, and contextual speech detection. Baidu IME AI version was
launched in 2019 with features including mixed voice input in Mandarin and other Chinese dialects with English, real-time translation and augmented
reality Emoji.
Overseas Products. We offer a series of products and services in overseas markets, including popIn (ad recommendation platform), MediaGo
(ad network platform), Simeji (leading mobile keyboard in Japan), and Facemoji (Simeji's international edition).
Products and Services for Customers
Online Marketing Services
We deliver online marketing services to a diverse customer base consisting of SMEs, large domestic businesses, and multinational companies
across industries and geographical locations. The defined industries in which our customers operate include healthcare, education, retail/e-commerce,
online game services, personal care, franchising, financial services, real estate, and home furnishing sectors, and business services. Although our
customers are located across China, we have a more active and larger customer base in the coastal regions, reflecting the current economic
demographics in China.
Our online marketing services enable the delivery of comprehensive, rich, and diversified marketing offerings to fulfill customer needs. We have
made continuous improvements to the marketing services on our platform, including the following initiatives:

·
Video ads: We promoted the monetization of our video traffic in 2019, using diversified monetization products such as live streaming

and short videos, equipped with video creative production tools, to provide our customers with a richer and more effective brand
communication medium.

·
oCPX: oCPX provides our marketing customers with more options for lead generation. It enables our customers to bid for online

marketing services based on pre-defined results other than on a cost-per-click basis, such as on a cost-per-impression, cost-per-action, or
cost-per-view basis.
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)

S-7
Table of Contents
·
Action ads: Action ads comes in a wide range of ad formats, including click-to-call, click-to-chat, click-to-download, and click-to-buy,

to help marketing customers achieve better conversion.

·
Customer relationship management (CRM): By combining marketing automation and sales force automation functionalities, our CRM

service allows customers to effectively qualify and nurture marketing-generated leads and further convert them into orders, so as to
streamline the ad-to-order processes and to increase the return of the ad spending.

·
Hosted marketing platform: Our hosted marketing platform integrates our CRM with our "one-stop-shop" media purchase platform to
allow our customers to purchase brand and performance-based marketing services, build audience and user engagement, generate leads,

and maintain relationships with users, leveraging tools and services powered by Baidu AI. Our hosted marketing platform helps us better
understand our customers' needs and enable our customers to leverage Baidu's AI to simplify their marketing process and improve the
effectiveness of their marketing efforts.
Online marketing services include P4P (pay for performance) services and others. Typically, a P4P customer pays us when users click on one of
its website links on Baidu Search or Baidu Feed or Baidu Union partners' properties, while a non-P4P customer pays us based on the duration of the
placement on Baidu Search or Baidu Feed.
P4P. Our auction-based P4P services allow customers to bid for priority placement of paid sponsored links and reach users who search for
information related to their products or services. Customers may choose to purchase search, feed and other online marketing services and have the
option to set daily allowances target users by geography in China and specify the time period for their campaign. As our partners adopt Smart Mini
Programs and Managed Pages, some of them have begun to use these properties as their landing pages, in lieu of their websites.
Search marketing services are mainly provided to customers through our proprietary online marketing system which drives monetization
efficiency by improving relevance in paid search and optimizing value for our customers.
Feed marketing services usually comprise image-based or video-based advertising, appearing between the feed headlines or within the feed
content. It is powered by Baidu AI in order to better match goods and services providers with their targeted audience while optimizing user
experience.
Others. Our other marketing services comprise display-based marketing services and other online marketing services based on performance
criteria other than cost per click (CPC). Customers can choose different mix of our service offerings to optimize their ROI. BrandZone allows
customers to display integrated text, logo, image, and video in a structured and uniform manner on a prominent position of the search result page or in
vertical search products, such as Baidu Knows. Programmatic marketing platform supports the placement of advertisement using standard, intelligent,
or customized creativity, different purchasing methods (guaranteed delivery or real time bidding), and multiple payment methods.
Products and Services for Partners
We attract numerous business partners, which help create opportunities for us to work with them in research and development and other
business cooperations and establish long term business relationships.
Baidu Union. Baidu Union consists of a large number of third-party websites and mobile apps. We match our customers' promotional links to
the properties of Baidu Union partners. Some Baidu Union partners also embed our products and services onto their properties. We allow Baidu
Union partners to provide high-quality,

S-8
Table of Contents
relevant search results to their users without incurring the cost of development and maintenance for advanced search capabilities and monetize their
traffic through revenue sharing arrangements with us. Baidu Union partners may use our content recommendation system to provide feed content and
ads to their users.
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)
Baijiahao (BJH Accounts). Our publisher network of 2.6 million BJH Accounts, aggregates news articles, photos, short videos, live videos, and
augmented reality clips from MCNs, media outlets, and other professional sources for distribution through our search, feed, and short video products.
Smart Mini Program. Smart Mini Programs are applets developed by our partners to share their content and services in Baidu App with
native-app like experience. The number of smart phones sold in China is on a decline and app installation costs have been rising, causing app
developers to take interest in offering their content and services through Baidu App. Smart Mini Program has become increasingly popular, as users
can now search for content and services that were historically only available in apps, and saves users from having to download and maintain so many
apps on their phones. Smart Mini Program was launched in July 2018, and its monthly active users reached 316 million in December 2019.
Managed Page. Managed Page is an alternative for HTML site owners to use as the landing page for search results. Mobile site owners no
longer need to purchase server, software, and bandwidth to maintain a web presence. Instead, they can open an account on Baidu's platform, use
leverage our tools, services and AI to more efficiently reach and engage with users. Managed Page comes with industry-specific solutions and is
designed to provide users with more reliable and secure information.
Baidu Core New AI Businesses
Our new AI businesses comprise new business initiatives, including DuerOS (voice assistant and smart devices), Baidu Cloud (AI solutions and
cloud services), and Apollo (autonomous driving and smart transportation). These businesses leverage Baidu AI on Baidu Brain, our internally
developed AI platform.
DuerOS. DuerOS is a leading voice assistant for the Chinese language, which is installed on Xiaodu smart home devices, smart phones,
children smart watches and story machines. Equipped with over 3,600 skills in wide-ranging genres, including education, cooking, online games, and
live streaming, the DuerOS skills store enables Xiaodu smart speakers and smart display to offer so much more beyond listening to music and
watching videos. Xiaodu smart display with upgraded DuerOS enables hand gesture control and full-duplex continued conversation (multi-round
conversation without wake words) through eye gesture detection.
Baidu Cloud. Baidu Cloud primarily provides AI solutions, cloud infrastructure, and other services to enterprises and individuals. Our goal is to
offer a comprehensive set of products, services, and tools to enable enterprises and individuals to improve productivity and operational efficiency
through the use of Baidu AI and cloud infrastructure. Baidu Cloud offers industry-specific AI solutions, serving sectors, including financial services,
media, industrial goods, education, consumer goods, and telecommunications, while supporting our internal needs. We also offer Baidu Drive, which
allows users to store and retrieve photos, videos, and other files on Baidu Cloud, along with other capabilities, such as group share and data transfer.
Apollo. Apollo is a leader in autonomous driving in China, with over 177 OEMs, Tier 1 parts suppliers, and other partners. Apollo supports
third-party development through Apollo open platform, as well as the beginning of commercialization of autonomous driving and smart
transportation. Apollo offers V2X solutions, the infrastructure backbone to smart transportation, to cities in China to help them improve municipal
traffic condition, air pollution and road safety, using Baidu AI technology. In September 2019, Apollo's first robotaxi pilot program, leveraging
Apollo's V2X solution, was made available to the public in Changsha, Hunan, with an initial fleet of 45 autonomous driving vehicles.

S-9
Table of Contents
iQIYI
iQIYI is an innovative market-leading online entertainment service provider in China. For the year of 2019, iQIYI's average mobile MAUs
were 476.0 million, and its average mobile DAUs were 139.9 million. On average, users spent 9.6 billion hours per month watching video content on
iQIYI platform through all devices, and spent 1.6 hours per day per user watching video content on its mobile apps during the year.
Products and Services
iQIYI produces, aggregates, and distributes a wide variety of professionally produced content (PPC), as well as a broad spectrum of other video
content in a variety of formats.
PPC. iQIYI's PPC mainly includes original content and licensed content.

·
Original content. iQIYI's original content includes high quality content produced in-house and those produced in collaboration with
third-parties. iQIYI obtains the intellectual property rights through production, adaptation, or purchase from third parties, while the

partners, typically established entertainment production companies, are responsible for content development and production. iQIYI
maintains a high degree of control during the content development and production process.
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

424(B)(2)

·
Licensed content. iQIYI provides users with a curated selection of high-quality PPC from third parties. iQIYI licenses video content
typically at fixed rates for a specified term, and pay licensing fees generally in installments upon signing of the contacts and during the

licenses period. iQIYI also exchanges rights to distribute licensed content with other internet video streaming services to enrich our
content library. In certain cases, iQIYI has the right of first refusal to purchase new content produced by the licensor.
Other Video Content. iQIYI offers a broad base of other video content with all kinds of genres, formats, and lengths of duration, such as
internet movies and dramas, mini variety shows and animations, interactive videos, vertical or horizontal videos, as well as grassroots or influencer
uploaded videos, edited video clips, and video blogs, or Vlogs, among others. iQIYI's other video content expands its library and allows it to capture a
broader user base, drive user engagement and enhance user stickiness.
Monetization
Membership Services. iQIYI's membership services generally provide subscribing members with superior entertainment experience that is
embodied in various membership privileges. Subscribing members have access to a large collection of VIP-only content comprising drama series,
movies, animations, and cartoons, among others, and have earlier access to certain content aired on the iQIYI platform. Membership privileges
generally include substantially ad-free streaming, 1080P or 4K high-definition video, enhanced audio experience, accelerated downloads and others.
Subscribing member privileges also include coupons and discounts on paid on-demand films, as well as special privilege in offline events, such as
exclusive access to live concerts. The number of subscribing members increased 22.3% from 87.4 million as of December 31, 2018 to 106.9 million
as of December 31, 2019. Excluding individuals with trial memberships, the number of subscribing members increased by 22.7% from 86.1 million as
of December 31, 2018 to 105.7 million as of December 31, 2019.
Online Advertising. The prices of iQIYI's advertising services depend upon various factors, including form and size of the advertising, level of
sponsorship, popularity of the content or event in which the advertisements will be placed, and specific targeting requirements. Prices for the brand
advertising service purchased by each advertiser or advertising agency are fixed under sales contracts.

S-10
Table of Contents
Technology and People
Technology and people are critical to our long-term success.
Technology
We focus on technology 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 established several research labs in China and the United States to enhance our research and development
capabilities, and to focus on efficient data analysis, robotics, and other areas.
We have developed a proprietary technological infrastructure which consists of technologies for AI, search, P4P, and large-scale systems. Our
established infrastructure serves as the backbone for our mobile, PC, and AI platforms.
AI. We have been investing in AI for a number of years, particularly in the areas of natural language processing, knowledge graph, user
understanding, speech technology, computer vision, augmented reality, data science, and deep learning technology. Baidu AI powers our core
businesses, including search and feed, DuerOS, Baidu Cloud, and Apollo. Through Baidu AI Open Platform, we have opened up Baidu AI
capabilities to third-party developers and provided them with tool kits on Baidu Cloud. We are also exploring ways to apply AI technologies and
accelerate the commercialization of AI products and services, including chips, knowledge graph, computer vision, speech, natural language
processing, and deep learning platform.
Search Technology. Our search is powered by a set of industry-leading technologies, including search ranking system, video search,
multimodal search, web crawling, natural language processing, extraction and analysis of behavioral information of mobile internet users, and Top 1
search.
P4P Technology. Our P4P platform serves billions of relevant, targeted sponsored links each day based on search terms users enter or content
they view on the web page. Our key P4P technology includes P4P auction system, Phoenix Nest, attention-based technology, content auto-generation
technology, and others.
Large-Scale Systems and Technologies. We have developed various large-scale systems and technologies, including (i) an automated
https://www.sec.gov/Archives/edgar/data/1329099/000119312520095288/d903655d424b2.htm[4/2/2020 9:01:40 AM]

Document Outline

#1">
- #1">