Obligation BaiDoo 3.875% ( US056752AK40 ) en USD

BaiDoo

100 % ⇌

Chine

US056752AK40 ( en USD )

3.875% par an ( paiement semestriel )

28/09/2023 - Obligation échue

Prospectus brochure de l'obligation Baidu US056752AK40 en USD 3.875%, échue

200 000 USD

1 000 000 000 USD

056752AK4

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'analyse porte sur une obligation, désormais entièrement arrivée à maturité et remboursée, émise par Baidu, un conglomérat technologique de premier plan dont le siège est en Chine et qui est reconnu pour son rôle majeur dans l'intelligence artificielle et les services internet. Cet instrument de dette, identifié par le code ISIN US056752AK40 et le code CUSIP 056752AK4, était libellé en dollars américains (USD) et offrait un taux d'intérêt annuel fixe de 3.875%, avec des paiements effectués deux fois par an. L'émission totale de cette obligation s'élevait à 1 000 000 000 USD, avec une taille minimale d'achat fixée à 200 000 USD pour les investisseurs. Sa maturité était prévue le 28 septembre 2023, date à laquelle l'obligation a effectivement été remboursée à son prix actuel de marché, soit 100% de sa valeur nominale. Durant sa vie, cette obligation a bénéficié d'une notation de A3 par l'agence de notation Moody's, attestant de la solide solvabilité de l'émetteur et du caractère "investissement" de l'instrument.

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424B2 1 d434211d424b2.htm 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-218972
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)
3.875% Notes due 2023
US$1,000,000,000
99.902%
US$999,020,000
US$124,377.99
4.375% Notes due 2028
US$500,000,000

99.432%
US$497,160,000
US$61,896.42

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated June 26, 2017)

US$1,500,000,000
Baidu, Inc.
US$1,000,000,000 3.875% Notes due 2023
US$500,000,000 4.375% Notes due 2028
We are offering US$1,000,000,000 of our 3.875% notes due 2023 (the "2023 Notes") and US$500,000,000 of our 4.375% notes due 2028 (the "2028 Notes",
together with the 2023 Notes, the "Notes"). The 2023 Notes will mature on September 29, 2023 and the 2028 Notes will mature on March 29, 2028. Interest on the
Notes will accrue from March 29, 2018 and be payable on March 29 and September 29 of each year, beginning on September 29, 2018.
We may at our option redeem the 2023 Notes at any time, prior to August 29, 2023 and the 2028 Notes at any time prior to December 29, 2027, 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 2023 Notes from or after August 29, 2023 and the 2028 Notes, from or after December 29, 2027,
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-13 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 2023 Note

99.902%

0.275%

99.627%
Total

US$999,020,000

US$2,750,000

US$996,270,000
Per 2028 Note

99.432%

0.275%

99.157%
Total

US$497,160,000

US$1,375,000

US$495,785,000

(1) Plus accrued interest, if any, from March 29, 2018.
Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited, or the SGX-ST. The
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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 SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, on or about March 29, 2018, 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

BofA Merrill Lynch
The date of this prospectus supplement is March 22, 2018.
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
ECONOMIC AREA CONSIDERATIONS
S-3
FORWARD-LOOKING STATEMENTS
S-4
PROSPECTUS SUPPLEMENT SUMMARY
S-5
RISK FACTORS
S-13
CERTAIN FINANCIAL DATA
S-17
USE OF PROCEEDS
S-20
EXCHANGE RATE INFORMATION
S-21
CAPITALIZATION
S-22
DESCRIPTION OF THE NOTES
S-23
TAXATION
S-35
UNDERWRITING
S-38
LEGAL MATTERS
S-42
EXPERTS
S-42
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
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.
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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.
All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance with the
Exchange Act, we file annual reports and other information with the SEC. Information we file with the SEC can be obtained over the internet at the SEC's
website at www.sec.gov or inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You
can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 or visit the SEC
website for further information on the operation of the public reference rooms.
This prospectus supplement is part of a registration statement that we filed with the SEC, using a "shelf" registration process under the Securities Act
of 1933, as amended, or the Securities Act, relating to the securities to be offered. This prospectus supplement does not contain all of the information set
forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with
respect to Baidu, Inc. and the Notes, reference is hereby made to the registration statement and the prospectus contained therein. The registration statement,
including the exhibits thereto, may be inspected on the SEC's website or at the Public Reference Room maintained by the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with or submit to the SEC, which means that we can disclose important
information to you by referring you to those documents that are considered part of the accompanying prospectus. Information that we file with or submit to
the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See "Incorporation of Certain
Documents by Reference" in the accompanying prospectus for more information. All of the documents incorporated by reference are available at
www.sec.gov under Baidu, Inc., CIK number 0001329099.
Our annual report on Form 20-F for the fiscal year ended December 31, 2017 originally filed with the SEC on March 15, 2018 (File No. 000-51469),
or our 2017 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:
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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
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"). For these purposes, a retail investor in the EEA means MiFIa 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 2002/92/EC (as amended, the "Insurance
Mediation 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

S-3
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, internet search and online marketing and the implementation of a corporate

structure involving variable interest entities in China.
The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
are subject to risks, uncertainties and assumptions about our company. Our actual results of operations may differ materially from the forward-looking
statements as a result of the risk factors disclosed in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference.
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction
with the risk factors disclosed herein, in the accompanying prospectus and in the documents incorporated by reference for a more complete discussion of
the risks of an investment in our securities. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our
management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
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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 including the documents incorporated by reference. See "Incorporation of Certain Documents by Reference." Our 2017 Form 20-F,
which contains our audited consolidated financial statements as of December 31, 2016 and 2017 and for each of the three years ended December 31,
2017, is incorporated by reference.
Baidu, Inc.
Overview
We are the leading Chinese language internet search provider. Our mission is to make a complex world simpler through technology. We aim to
achieve this mission through our two-pillar strategy: strengthening our mobile foundation and leading in artificial intelligence (AI).
Our business currently consists of two segments, Baidu Core and iQIYI. Baidu Core is primarily comprised of keyword-based marketing
services, which target and are triggered by internet users' search queries. These services include pay-for-performance, or P4P, services and other
online marketing services and AI-enabled new business initiatives. iQIYI is an innovative market-leading online entertainment service in China.
iQIYI's platform features highly popular original content, as well as a comprehensive selection of professionally produced and partner-generated
content.
Our website Baidu.com is the largest website in China and the fourth largest website globally, as measured by average daily visitors and page
views as of January 2018, according to Alexa.com, an internet analytics firm. We are China's top search engine in terms of number of search queries
conducted, according to Analysys. In addition, our "Baidu" brand is one of the highest ranking brands in China in BrandZ Top 100 Most Valuable
Chinese Brands 2017, a study published by Millward Brown Optimor, a brand strategy research company.
We conduct our operations primarily in China. Revenues generated from our operations in China accounted for approximately 98.9%, 97.8%
and 97.8% of our total revenues in 2015, 2016 and 2017, respectively.
We serve four types of online participants:
Users. We aspire to provide the best experience to our users. To enrich user experience, we provide a broad range of products and services
accessible through PCs and mobile devices. We offer search and other services on our Baidu platform that enables users to be connected to relevant
information online, including web pages, news, images, documents, multimedia files and services, through links provided on our website and apps.
We have invested in advanced technology such as AI to enhance user experience and deepen user engagement.
Customers. We deliver online marketing services to a diverse customer base operating in a variety of industries. In 2017, we had approximately
775,000 active online marketing customers. The online marketing customers consist of SMEs, large domestic businesses and multinational companies.
Our customer base is diversified in terms of industries and geographical locations. The defined industries in which our customers operate include
retail and ecommerce, network service, medical and healthcare, franchise investment, financial services, education, online games, transportation,
construction and decoration, and business services. Customers in our top five industries contributed approximately 50% of our total online marketing
revenues in 2017.

S-5
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Although we have customers located throughout China, we have a more active and larger customer base in the coastal regions, reflecting the current
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general economic demographics in China.
Customers for iQIYI primarily consist of advertisers, who are counted as part of our online marketing customers, and membership subscribers
of online video contents.
We reach and serve our customers through our direct sales force as well as a network of third-party distributors across China. As many of our
customers are SMEs, we use distributors to help us identify potential SME customers, collect payments and assist SMEs in setting up accounts with
us and using our online marketing services. We have also engaged third-party agencies to identify and reach potential customers outside of China.
Customers use our products and services through PCs and mobile devices. Mobile revenues accounted for 73.1% of our total revenues in 2017.
Since early May 2016, we have proactively implemented higher customer verification standards to improve customer quality and enhance user
experience. While the verification initiative had a short term impact on our business, we believe the higher standards contribute to a healthier and
more sustainable business for the long term.
Baidu Union Members. Baidu Union consists of a large number of third-party web content, software and mobile app 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 onto their properties. We allow Baidu Union members to provide high-quality and relevant
search results to their users without the cost of building and maintaining advanced search capabilities in-house and to monetize their traffic through
revenue sharing arrangements with us. We reward Baidu Union members through revenue-sharing arrangements. As a result of our continued effort
to optimize the quality of Baidu Union members, the revenues contributed by Baidu Union members increased in 2017, along with the growth of
revenues generated by our own properties.
Content Providers. Our content providers mainly consist of video copyright holders, apps owners who list their apps on our app store for users
to download, users who contribute their valuable and copyrighted content to our products, and publishers who share their content through Baijiahao
accounts. We provide these content providers with a broad platform for them to present their content, and they contribute rich contents and resources
to our content ecosystem. If we generate revenue from utilizing third-party content, we will purchase these content or share revenue with the content
providers based on the terms of pre-agreed contracts.
Technology and people are critical to our long-term success:
Technology. We focus on 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 operate five research labs under the umbrella of Baidu Research, the Institute of Deep
Learning, Silicon Valley AI Lab, Big Data Lab, Business Intelligence Lab, and Robotics and Autonomous Driving Lab. We established the Institute
of Deep Learning in January 2013. We opened the Silicon Valley AI Lab in May 2014, enhancing our research and development capabilities in
Silicon Valley. In August 2014, we and the United Nations announced and started strategic cooperation and jointly established the Big Data Lab. In
January 2018, we established the Business Intelligence Lab and the Robotics and Autonomous Driving Lab focusing on efficient data analysis and
robotics.
We have developed a proprietary technological infrastructure which consists of technologies for web search, P4P, large-scale systems, AI and
autonomous driving. Our established infrastructure serves as the backbone for our PC, mobile and AI platforms.

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We have been investing in AI for a number of years. By 2017, we had integrated our core technologies, including natural language processing,
knowledge graph, deep learning, speech, image and big data, to establish our AI technology platform group (AIG). In the field of fundamental
research, AIG has developed AI core technologies, such as natural language processing, knowledge graph, user profile, speech technology, vision
technology and deep learning technology. AIG has also developed technologies including robot vision, 3D vision and edge computing. AIG powers
our core business, and has opened up its core AI competences with more than 90 AI capabilities and solutions to help developers and partners
innovate apps and jointly build a technological ecosystem. AIG is also exploring ways to apply AI technologies and accelerate the commercialization
of AI products.
We believe autonomous driving is an important area for future growth. In 2017, we launched Apollo, our open source autonomous driving
platform. Apollo has been designated by China's central government as the national autonomous driving platform. To date, we have been working
with over 90 global and domestic industry partners to build our ecosystem to support autonomous driving. We expect that commercial production of
vehicles using Apollo will start mid-2018, with more to follow in the subsequent years.
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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:
Baidu Core. We generate revenue from Baidu Core mainly by providing keyword-based marketing services, which target and are triggered by
internet users' search queries, including primarily P4P services, other online marketing services and AI-enabled new business initiatives. We expect
that we will continue to earn a majority of our revenues from Baidu Core. Our P4P services account for a majority of our revenues from Baidu Core.
Our P4P platform is an online marketplace that introduces internet search users to customers, who pay us a fee based on click-throughs for priority
placement of their links in the search results. Besides the traditional auction-based P4P services, revenues from online marketing services through
Baidu Feed have grown rapidly since it was launched in 2016. Our feed platform helps customers target relevant feed users, and customers pay us
based on a cost per click basis for in-feed marketing or ad displays of their products. We also provide our customers with other performance-based
and display-based online marketing services. Apart from the online marketing services, a majority of other revenues from Baidu Core are derived
from our provision of financial services, which provide installment payment services to consumers and wealth management services to third-party
investors.
iQIYI. iQIYI's platform features highly popular original content, as well as a comprehensive selection of professionally produced and partner-
generated content. iQIYI derives a majority of its revenues from membership services and online advertising services. For membership services,
iQIYI offers membership packages that allow the members to have access to its premium content, certain commercial skipping and other viewing
privileges, and higher community status in iQIYI Paopao social platform. iQIYI also generates a small portion of membership services revenue from
on-demand content purchased by users. iQIYI's online advertising services are in the form of brand advertising and in-feed advertising.
Revenue, Profit and Cash Flow. We have grown significantly by focusing on the organic growth of our core business, complemented by
strategic investments and acquisitions. Our total revenues in 2017 were RMB84.8 billion (US$13.0 billion), a 20.2% increase over 2016. Our
operating profit in 2017 was RMB15.7 billion (US$2.4 billion), a 56.1% increase over 2016. Our net income attributable to Baidu, Inc. was
RMB18.3 billion (US$2.8 billion) in 2017, compared to RMB11.6 billion in 2016. In 2017, we generated

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RMB32.9 billion (US$5.1 billion) net cash from operating activities. As of December 31, 2017, we held a total of RMB100.5 billion (US$15.4
billion) in cash and cash equivalents and short-term investments.
Potential Baidu Finance Disposal
Our board of directors has authorized our management to explore a possible disposal of Baidu financial service business, or Baidu Finance,
which provides consumer credit, wealth management and other financial services. We are currently considering disposing of a majority equity stake in
Baidu Finance, after which we will not have effective control of Baidu Finance. We may enter into business cooperation arrangements with Baidu
Finance after we cease to be its parent company. Assuming the successful completion of the transaction, it is expected that Baidu Finance will be
deconsolidated from our consolidated financial statements. Our management is in the process of discussing with potential investors and evaluating
more detailed plans. Any such plans will be subject to our board's review, consideration and final approval. There can be no assurance that the
disposal will be completed, or the terms or timing thereof.
As of December 31, 2017, total assets and total liabilities of Baidu Finance were RMB50.9 billion (US$7.8 billion) and RMB42.0 billion
(US$6.5 billion), respectively. For the year ended December 31, 2017, gross interest income and interest costs recognized by Baidu Finance were
RMB3.5 billion (US$543 million) and RMB1.9 billion (US$288 million), respectively, and the impact of Baidu Finance to our consolidated net
income was not material.
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. Our audited consolidated financial statements are
prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Year Ended December 31,

2013
2014
2015 2016
2017
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(unaudited)

Ratio of earnings to fixed charges
22.9 19.1 26.6 9.2 13.8
The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges. The term "earnings" means the sum of (a) pre-tax
income from continuing operations before adjustment for income or loss from equity investees and (b) fixed charges, less the interest capitalized and
the accretion of the carrying value of the redeemable equity interests of the consolidated subsidiaries. The term "fixed charges" means the sum of the
following: (a) interest charges, (b) amortization of debt issuance costs and discounts related to indebtedness, (c) an estimate of the interest within
rental expense, and (d) the accretion of the carrying value of redeemable equity interests attributable to the subsidiaries' unaffiliated holders of those
equity interests.
Corporate Information
We were incorporated in the Cayman Islands in January 2000. We conduct our operations in China principally through our wholly owned
subsidiaries in China. We also conduct part of our operations in China through our consolidated affiliated entities in China, which hold the licenses
and permits necessary to operate our websites and provide certain services. Our American depositary shares, ten of which represent one Class A
ordinary share, par value US$0.00005 per share, of our company, currently trade on The NASDAQ Global Select Market under the symbol "BIDU."

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Our principal executive offices are located at Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People's
Republic of China. Our telephone number at this address is +86 (10) 5992-8888. We have appointed C T Corporation System, which is located at 111
Eighth Avenue, New York, NY 10011, as our agent upon whom process may be served in any action brought against us under the securities laws of
the United States in connection with this offering.

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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$1,000,000,000 aggregate principal amount of 3.875% notes due 2023 (the "2023 Notes")
and US$500,000,000 aggregate principal amount of 4.375% notes due 2028 (the "2028
Notes", together with the 2023 Notes, the "Notes").

Maturity Dates
The 2023 Notes will mature on September 29, 2023 and the 2028 Notes will mature on
March 29, 2028.

Interest Rates
The 2023 Notes will bear interest at a rate of 3.875% per year and the 2028 Notes will bear
interest at a rate of 4.375% per year.

Interest Payment Dates
March 29 and September 29, beginning on September 29, 2018. Interest will accrue from
March 29, 2018.

Optional Redemption
We may at our option redeem the 2023 Notes at any time prior to August 29, 2023, and the
2028 Notes at any time prior to December 29, 2027, in each case, in whole or in part, at a
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424(B)(2)
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 on the Notes to be
redeemed, if any, to (but not including) the applicable redemption date. See "Description of
the Notes--Optional Redemption."

In addition, we may at our option redeem the 2023 Notes at any time from or after August
29, 2023, and the 2028 Notes at any time from or after December 29, 2027, in each case, in
whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to

be redeemed plus, in each case, accrued and unpaid interest on the Notes to be redeemed, if
any, to (but not including) the applicable 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;

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· 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.

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

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

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

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

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424(B)(2)
Tax Redemption
Each series of the Notes may be redeemed at any time, at our option, in whole but not in
part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to (but not including) the redemption date in the event we become
obligated to pay additional amounts in respect of such Notes as a result of certain changes in
tax law. See "Description of Debt Securities--Tax Redemption" in the accompanying
prospectus.

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

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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."

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 2017 Form 20-F, which is incorporated by reference in
the accompanying prospectus, before investing in any of the Notes offered hereby.

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

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

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