Obligation BaiDoo 3.5% ( US056752AB41 ) en USD

BaiDoo

100 % ▼

Chine

US056752AB41 ( en USD )

3.5% par an ( paiement semestriel )

27/11/2022 - Obligation échue

Prospectus brochure de l'obligation Baidu US056752AB41 en USD 3.5%, échue

200 000 USD

750 000 000 USD

056752AB4

N/A

A3 ( Qualité moyenne supérieure )

Baidu est une entreprise technologique multinationale chinoise spécialisée dans les services Internet, notamment un moteur de recherche, une intelligence artificielle et des services cloud.

L'obligation Baidu (ISIN : US056752AB41, CUSIP : 056752AB4), émise en Chine pour un montant total de 750 000 000 USD, avec un taux d'intérêt de 3,5 %, une taille minimale d'achat de 200 000 USD, une maturité le 27/11/2022, une fréquence de paiement semestrielle, et notée A3 par Moody's, a atteint sa maturité et a été remboursée à 100 %.

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
424B2 1 d432231d424b2.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)
2.250% Notes due 2017

US$750,000,000
99.929%
US$749,467,500
US$102,227
3.500% Notes due 2022

US$750,000,000
99.849%
US$748,867,500
US$102,146

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Table of Contents
Prospectus Supplement
(To Prospectus dated November 5, 2012)

US$750,000,000 2.250% Notes due 2017
US$750,000,000 3.500% Notes due 2022
We are offering US$750,000,000 of our 2.250% notes due 2017, which we refer to as the 2017 Notes, and US$750,000,000 of our 3.500% notes due 2022, which we refer to
as the 2022 Notes. We refer to the 2017 Notes and the 2022 Notes in this prospectus supplement collectively as the Notes. The 2017 Notes will mature on November 28, 2017 and
the 2022 Notes will mature on November 28, 2022. Interest on the Notes will accrue from November 28, 2012 and be payable on May 28 and November 28 of each year,
beginning on May 28, 2013.
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 change of control, 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-7 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

Price(1)

Discounts

Baidu(1)

Per 2017 Note

99.929%

0.300%

99.629%
Total

US$749,467,500
US$2,250,000
US$747,217,500
2 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Per 2022 Note

99.849%
0.450%
99.399%
Total

US$748,867,500
US$3,375,000
US$745,492,500
(1) Plus accrued interest, if any, from November 28, 2012.
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. Admission to the SGX-ST or 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 November 28, 2012, 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

J.P. Morgan

Goldman Sachs (Asia) L.L.C.

Co-Managers

ANZ

Bank of China

Deutsche Bank

Morgan Stanley
The date of this prospectus supplement is November 20, 2012.
3 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-iii
FORWARD-LOOKING STATEMENTS

S-iv
PROSPECTUS SUPPLEMENT SUMMARY

S-1

RISK FACTORS

S-7

CERTAIN FINANCIAL DATA

S-11
USE OF PROCEEDS

S-18
EXCHANGE RATE INFORMATION

S-19
RATIO OF EARNINGS TO FIXED CHARGES

S-20
CAPITALIZATION

S-21
DESCRIPTION OF THE NOTES

S-22
TAXATION

S-33
UNDERWRITING (CONFLICTS OF INTEREST)

S-36
LEGAL MATTERS

S-41
EXPERTS

S-41
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
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
4 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
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.

S-i
5 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
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
accompanying base prospectus, presents more general information about this offering. 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.
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, all references to "U.S. dollars," "US$," "dollars" and "$" are to the legal currency of the United States, and all references to "AU$"
are to the legal currency of the Commonwealth of Australia.
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-ii
6 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
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 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 this prospectus supplement. 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.
We incorporate by reference into this prospectus supplement our annual report on Form 20-F for the fiscal year ended December 31, 2011 originally filed with the SEC on
March 29, 2012 (File No. 000-51469), or our 2011 Form 20-F, our current report on Form 6-K furnished to the SEC on November 5, 2012 (File No. 000-51469) and our current
report on Form 6-K furnished to the SEC on November 20, 2012 (File No. 000-51469).
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. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements,
including the notes thereto, contained in the documents we have incorporated by reference.
We will provide a copy of any or all of the information that has been incorporated by reference in this prospectus supplement but that has not been delivered with this
prospectus supplement, 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-iii
7 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement 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 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 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-iv
8 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information presented in greater detail elsewhere or incorporated by reference in this prospectus supplement and the accompanying
prospectus. 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 2011 Form 20-F, which contains our audited consolidated financial statements as of December 31, 2010 and 2011 and for each of the three years ended
December 31, 2011, and our report on Form 6-K furnished to the SEC on November 5, 2012, which contains our unaudited interim condensed consolidated financial
statements as of September 30, 2012 and for the nine months ended September 30, 2011 and 2012, are both 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 way for people to find information.
In addition to serving 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 during the
three-month period ended September 30, 2012, according to Alexa.com, an internet analytics firm. We are the most used internet search provider in China, capturing 85.3% of
internet search traffic in China in 2011, according to iResearch Consulting Group, a market research firm. Our "Baidu" brand received the highest ranking for an internet
brand in China in BrandZ Top50 Most Valuable Chinese Brands 2012, a study of the top 50 most valuable Chinese brands published by Millward Brown Optimor, a brand
strategy research firm.
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 on our Baidu.com website that enables users to find relevant information online, including web pages, news,
images, documents and multimedia files, through links provided on our website. Our success to date stems from our focus on superior user experience. We 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 knowledge products, location-based products and services, music products, PC client software, mobile related products and services and other products and
services. Our products and services can be accessed through PCs and mobile devices.
We aspire to take our user experience to the next level. To this end, we have launched our semantic search engine named Box Computing to deliver interactive,
relevant and intuitive user experience. Today, most search results on Baidu.com are produced by Box Computing, which include webpages, third-party applications and
content and sponsored links, as well as our own vertical products and websites, such as PostBar, Baidu Knows, Baidu Encyclopedia, Baidu Maps, Baidu Image Search and
Video Search, travel site Qunar and video site iQiyi.
Customers. We deliver online marketing services to a diverse customer base operating in a variety of industries. In 2011, we had approximately 488,000 active online
marketing customers, as compared to 412,000 in 2010 and 317,000 in 2009. In the nine months ended September 30, 2012, we had approximately 511,000 active online
marketing customers. 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

S-1
9 of 92
11/21/2012 9:26 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/1329099/000119312512478009/d432231d424b2.htm
Table of Contents
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.
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. 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
expanded the number of our research and development employees from approximately 3,600 as of December 31, 2010 to approximately 6,000 as of December 31, 2011. We
have developed a proprietary technological infrastructure consisting of technologies for web search, pay-for-performance, or P4P, targetizement and large-scale systems. As
internet traffic transitions from PCs to mobile devices, we are determined to create a seamless mobile internet experience for our users and customers and capture the
opportunities presented by the PC-to-mobile transition. We believe our established infrastructure, which serves as the backbone for our mobile platform, creates a significant
competitive advantage for us.
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 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. 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 services
based on contextuals and users' search behaviors, and display placements.
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 2011 were RMB14.5 billion (US$2.3 billion), an 83.2% increase over 2010. Our operating profit in 2011 was RMB7.6 billion (US$1.2
billion), a 91.4% increase over 2010. Our net income attributable to Baidu, Inc. in 2011 was RMB6.6 billion (US$1.1 billion), an 88.3% increase over 2010. Our total
revenues, operating profit and net income attributable to Baidu, Inc. in the nine months ended September 30, 2012 were RMB16.0 billion (US$2.5 billion), RMB8.2 billion
(US$1.3 billion) and RMB7.7 billion (US$1.2 billion), representing 59.3%, 55.4% and 67.1% increases from the corresponding period in 2011, respectively. For the nine
months ended September 30, 2012, we generated RMB9.2 billion (US$1.5 billion) net cash from operating activities. As of September 30, 2012, we held a total of RMB21.3
billion (US$3.4 billion) in cash and cash equivalents and short-term investments.
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

10 of 92
11/21/2012 9:26 AM