Bond BaiDoo 4.125% ( US056752AG38 ) in USD

Issuer BaiDoo
Market price 99.891 %  ▲ 
Country  China
ISIN code  US056752AG38 ( in USD )
Interest rate 4.125% per year ( payment 2 times a year)
Maturity 29/06/2025 - Bond has expired



Prospectus brochure of the bond Baidu US056752AG38 in USD 4.125%, expired


Minimal amount /
Total amount /
Cusip 056752AG3
Moody's rating A3 ( Upper medium grade - Investment-grade )
Detailed description Baidu is a Chinese multinational technology company specializing in internet-related services and products, and is the largest search engine in China.

The Bond issued by BaiDoo ( China ) , in USD, with the ISIN code US056752AG38, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/06/2025

The Bond issued by BaiDoo ( China ) , in USD, with the ISIN code US056752AG38, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.







424(b)(2)
424B2 1 d937958d424b2.htm 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184757
CALCULATION OF REGISTRATION FEE


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

Registered

Per Unit

Offering Price
Registration Fee (1)
3.000% Notes due 2020
US$750,000,000
99.866%

US$748,995,000

US$87,033.22
4.125% Notes due 2025
US$500,000,000
99.830%

US$499,150,000

US$58,001.23


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

Prospectus Supplement
(To Prospectus dated November 5, 2012)

US$1,250,000,000
Baidu, Inc.
US$750,000,000 3.000% Notes due 2020
US$500,000,000 4.125% Notes due 2025
We are offering US$750,000,000 of our 3.000% notes due 2020 (the "2020 Notes") and US$500,000,000 of our 4.125% notes due 2025 (the
"2025 Notes", together with the 2020 Notes, the "Notes"). The 2020 Notes will mature on June 30, 2020 and the 2025 Notes will mature on June
30, 2025. Interest on the Notes will accrue from June 30, 2015 and be payable on June 30 and December 30 of each year, beginning on December
30, 2015.
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
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
(1)
(1)
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424(b)(2)


Price


Discounts


Baidu

Per 2020 Note


99.866%

0.300%

99.566%
Total

US$748,995,000
US$2,250,000
US$746,745,000
Per 2025 Note


99.830%

0.390%

99.440%
Total

US$499,150,000
US$1,950,000
US$497,200,000

(1)
Plus accrued interest, if any, from June 30, 2015.
Approval-in-principle has been obtained 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 June 30,
2015, 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
Co-managers

Deutsche Bank

Citigroup

Bank of China

ANZ
The date of this prospectus supplement is June 23, 2015.
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-22
EXCHANGE RATE INFORMATION
S-23
CAPITALIZATION
S-24
DESCRIPTION OF THE NOTES
S-25
TAXATION
S-37
UNDERWRITING
S-40
LEGAL MATTERS
S-44
EXPERTS
S-44
Prospectus

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
OUR COMPANY
3
RISK FACTORS
5
USE OF PROCEEDS
6
EXCHANGE RATE INFORMATION
7
RATIO OF EARNINGS TO FIXED CHARGES
8
DESCRIPTION OF DEBT SECURITIES
9
LEGAL OWNERSHIP OF DEBT SECURITIES
25
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ENFORCEABILITY OF CIVIL LIABILITIES
27
PLAN OF DISTRIBUTION
29
LEGAL MATTERS
31
EXPERTS
31
WHERE YOU CAN FIND MORE INFORMATION
32
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
32
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. 333-184757) that we filed with the SEC on November 5, 2012, 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 advisers 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 facilities 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
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
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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, 2014 originally filed with the SEC on March 27, 2015 (File No. 000-
51469), or our 2014 Form 20-F, is incorporated by reference into 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 into 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;


· 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 and internet search providers and to the implementation of a

corporate structure involving variable interest entities in China.
The forward-looking statements included in this prospectus supplement and 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
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forward-looking statements as a result of the risk factors disclosed in this prospectus supplement and 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 2014
Form 20-F, which contains our audited consolidated financial statements as of December 31, 2013 and 2014 and for each of the three years
ended December 31, 2014, 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. In addition to serving individual internet search users, we provide an effective
platform for businesses to reach potential customers.
Our Baidu.com website is the largest website in China and the fifth largest website globally, as measured by average daily visitors and
page views over the three months preceding the date of this prospectus, according to Alexa.com, an internet analytics firm. We are the most
used internet search provider in China, with our combined share of PC and mobile search page views standing at 71% in February 2015,
according to Analysys International, a market research firm. Our "Baidu" brand is ranked 5th in China in BrandZ Top 100 Most Valuable
Chinese Brands 2015, a study published by WPP, a marketing communications company, and its subsidiary Millward Brown, a brand strategy
research firm. During the six-month period ended December 2014, approximately 92% of Chinese internet search users used the Baidu
internet search engine, according to the China Internet Network Information Center.
We serve three types of online participants and have achieved significant scale and diversity in our business:
Users. We offer a Chinese language search platform that enables users to find relevant information online, including web pages, news,
images, documents and multimedia files, and connect with services, such as group buying and takeout food delivery. We also provide a broad
range of products and services to enrich user experience and facilitate easy and quick search, including search products, social-networking
products, user-generated-content-based (UGC-based) knowledge products, location-based products and services, entertainment products,
security products, mobile related products and services, products and services for developers and webmasters and other products and services.
Our products and services can be accessed through PCs and mobile devices. We aspire to provide the best search experience to our users. To
this end, we have invested in advanced technology such as deep learning and semantic intelligence.
We offer a broad range of mobile products, including Baidu Mobile Search, Baidu Mobile Maps, Baidu Mobile Assistant, Baidu
Connect, Baidu Mobile Guardian, Baidu Mobile Browser, Baidu Nuomi, Baidu Takeout Food Delivery, Baidu Wallet and Baidu Yun. Baidu
Mobile Search enables users to access our products and services and to perform search on mobile devices via text, voice or image. Baidu
Mobile Search offers a user friendly and productive mobile internet search experience. As we continually improve our offering and strengthen
channel distribution, we have solidified our leading position in the mobile search market. Baidu Mobile Maps increasingly serves as a
gateway for users to conduct local searches. Baidu Mobile Maps further fulfills users' needs by directing searches to our own location-based
services, such as movie ticketing and food delivery, and it is also an open platform that integrates third-party partners' services for our users.
According to


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S-4
Table of Contents
Analysys International, Baidu Mobile Maps has approximately 62% market share in terms of number of daily active users in the first quarter
of 2015. Baidu continues to be the leading player in mobile app distribution in China after the successful integration of 91 Wireless into the
Baidu platform, with 42% market share in China in the first quarter of 2015 according to Analysys International. Baidu Connect is a powerful
platform infrastructure that can generate sales leads and conduct customer relationship management. We launched this product in September
2014, and it is still in its early phases of development. We intend to broaden its rollout to create tangible, positive value for a larger set of
merchants in different industries.
Customers. We deliver online marketing services to a diverse customer base operating in a variety of industries. In 2014, we had
approximately 813,000 active online marketing customers, as compared to 753,000 in 2013 and 596,000 in 2012. In the three months ended
March 31, 2015, we had approximately 524,000 active online marketing customers, compared to approximately 446,000 in the three months
ended March 31, 2014. Our online marketing customers consist of small and medium enterprises, or SMEs, throughout China, large domestic
companies and Chinese divisions and subsidiaries of large, multinational companies. 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 believe that our mobile internet infrastructure has significantly improved over the past two years as we proactively educate customers
about mobile marketing and help them build and optimize mobile landing pages. We also have further improved our integrated bidding system
to better streamline the bidding experience for PC and mobile channels for our customers. We offer diversified mobile marketing formats that
deliver measurable and sustainable return on investments for our customers. Mobile revenues accounted for approximately 37% of our total
revenues for 2014 and 50% of our total revenues in the first quarter of 2015.
Baidu Union Members. Baidu Union consists of a large number of third-party web content and software 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.
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 have three labs under the umbrella of Baidu Research: the
Silicon Valley Artificial Intelligence Lab, the Beijing Deep Learning Lab and the Beijing Big Data Lab.
We have developed a proprietary technological infrastructure consisting of technologies for web search, mobile, pay-for-performance, or
P4P, targetizement and large-scale systems. We believe our established infrastructure, which serves as the backbone for both our PC and
mobile platforms, creates a significant competitive advantage for us.
We invest in mobile technology to better serve our users and customers. For our users, our mobile search technology enables superior
user experiences by providing relevant and accurate mobile search results and flexible mobile search input methods. For our customers, we
provide free tools to optimize landing pages for mobile devices, by analyzing the content and features and automatically converting to the
layouts suitable for mobile devices. We offer an integrated bidding system to streamline the bidding experience on both PC and mobile
channels. We also provide a series of mobile specific management and analytic tools to help our customers improve their return on
investments.


S-5
Table of Contents
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
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our organization.
We have a robust business model:
Online Marketing Services. We generate almost all of our revenues from online marketing services, a substantial majority of which are
derived from services based on search queries on our P4P platform for PC and mobile. 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 2014 were RMB49.1 billion (US$7.9 billion), a 53.6% increase over 2013. Our
operating profit and net income attributable to Baidu, Inc. in 2014 were RMB12.8 billion (US$2.1 billion) and RMB13.2 billion (US$2.1
billion), respectively, representing a 14.4% and 25.4% increase over 2013. Our total revenues, operating profit and net income attributable to
Baidu, Inc. in the three months ended March 31, 2015 were RMB12.7 billion (US$2.1 billion), RMB2.2 billion (US$347.7 million) and
RMB2.4 billion (US$395.1 million), representing a 34.0% increase, a 9.2% decrease and a 3.4% decrease from the corresponding period in
2014, respectively. For the three months ended March 31, 2015 we generated RMB2.8 billion (US$458.1 million) net cash from operating
activities. As of March 31, 2015, we held a total of RMB58.0 billion (US$9.4 billion) in cash and cash equivalents and short-term
investments.
Recent Developments
On June 10, 2015, our subsidiary Qunar Cayman Islands Limited, or Qunar, completed a public offering of 6,842,106 Qunar American
depositary shares, or Qunar ADSs. On June 17, 2015, Qunar issued US$500 million Senior Unsecured Convertible Notes, or the Qunar Notes,
in a private placement. The Qunar Notes bear interest at a rate of 2% per annum from the issuance date and will be convertible at any time, at
the holder's option, into Qunar ADSs, at an initial conversion price of US$55 per Qunar ADS, subject to adjustment under the terms of the
Qunar Notes.
As a result of the public offering of Qunar ADSs, our holding in Qunar has been reduced from 52.9% to 50.1% of the outstanding
ordinary shares and from 69.1% to 67.4% of the outstanding votes. If all of the Qunar Notes were converted into Qunar ADSs at the initial
conversion price of US$55 per Qunar ADS, our holding in Qunar would be reduced further to 46.9% of the outstanding ordinary shares and
65.3% of the outstanding votes.


S-6
Table of Contents
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 U.S. GAAP.

Three Months


Year Ended December 31,
Ended March 31,

2010 2011 2012 2013 2014
2015






(unaudited)

Ratio of earnings to fixed charges
94.7 77.6 59.1 23.0 19.1
9.6
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.
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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 CT Corporation System, which is located
at 111 Eighth Avenue, 13th Floor, 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.


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$750,000,000 aggregate principal amount of 3.000% notes due 2020 (the "2020
Notes") and US$500,000,000 aggregate principal amount of 4.125% notes due 2025
(the "2025 Notes", together with the 2020 Notes, the "Notes").
Maturity Dates
The 2020 Notes will mature on June 30, 2020 and the 2025 Notes will mature on June
30, 2025.
Interest Rates
The 2020 Notes will bear interest at a rate of 3.000% per year and the 2025 Notes will
bear interest at a rate of 4.125% per year.
Interest Payment Dates
June 30 and December 30, beginning on December 30, 2015. Interest will accrue from
June 30, 2015.
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);
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424(b)(2)
· 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."
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
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 Debt Securities--Payment of Additional Amounts" in the
accompanying prospectus.
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 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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424(b)(2)
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 2014 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 obtained 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,
our company will appoint and maintain a paying agent in Singapore, where the Notes
may be presented or surrendered for payment or redemption, in the event that the global
notes are exchanged for Notes in definitive form. In addition, in the event that the global
notes are exchanged for Notes in definitive form, an announcement of such exchange
will be made by or on behalf of our company through the SGX-ST. Such announcement
will include all material information with respect to the delivery of the Notes in
definitive form, including details of the paying agent in Singapore.
Governing Law
New York.
Trustee, Registrar and Paying Agent
The Bank of New York Mellon.


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RISK FACTORS
Prospective purchasers of the Notes should carefully consider the risks described below in this prospectus supplement, in the accompanying
prospectus and in the documents incorporated by reference before deciding to purchase any Notes. If any of these risks actually occurs, our
business, financial condition and results of operations could suffer, and you may lose all or part of your investment.
Risks Related to the Notes
The Notes will be structurally subordinated to all obligations of our existing and future subsidiaries and consolidated affiliated entities.
The Notes will not be guaranteed by any of our existing or future subsidiaries and consolidated affiliated entities, who together hold
substantially all of our operating assets and conduct substantially all of our business. Our subsidiaries and consolidated affiliated entities will have
no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by
dividend, distribution, loan or other payment. The Notes will be structurally subordinated to all indebtedness and other obligations of our
subsidiaries and consolidated affiliated entities such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of
any of our subsidiaries or consolidated affiliated entities, all of that subsidiary's or consolidated affiliated entity's creditors (including trade
creditors) and any holders of preferred stock or shares would be entitled to payment in full out of that subsidiary's or consolidated affiliated entity's
assets before any remaining assets would be available to Baidu, Inc. to make payments due on the Notes.
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