Baidu, Inc 6-K, filed Nov 18, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021

Commission File Number: 000-51469

BAIDU, INC.

Baidu Campus

No. 10 Shangdi 10th Street

Haidian District, Beijing 100085

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BAIDU, INC.
	By:	/s/ Rong Luo
	Name:	Rong Luo
	Title:	Chief Financial Officer

Date: November 18, 2021

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

Baidu Announces Third Quarter 2021 Results

BEIJING, China, November 17, 2021–Baidu, Inc. (NASDAQ: BIDU and HKEX: 9888) (“Baidu” or the “Company”), a leading AI company with strong Internet foundation, today announced its unaudited financial results for the third quarter ended September 30, 2021.

“Baidu is bringing innovation across the consumer, enterprise and public sector with our commitment to AI,” said Robin Li, co-founder and CEO of Baidu. “Our AI Cloud is helping businesses better serve customers and move faster with greater efficiency. We are building Baidu Apollo smart transportation and intelligent driving to smoothen traffic congestion, accelerate the move to EV and reduce traffic accidents.”

“Baidu Core delivered another solid quarter, powered by our AI cloud revenue growing 73% year over year,” said Rong Luo, CFO of Baidu. “With a diversified AI portfolio, including cloud services, smart transportation, smart devices, self-driving, smart EV and robotaxi, we are well positioned for long-term growth.”

Third Quarter 2021 Financial Highlights^1^

	Baidu, Inc.
(In millions except per	Q3			Q2			Q3
ADS, unaudited)	2020			2021			2021					YOY			QOQ
	RMB			RMB			RMB			US
Total revenues		28,232			31,350			31,921					13	%		2	%
Operating income		6,156			3,463			2,308					(63	%)		(33	%)
Operating income (non-GAAP)^2^		7,636			5,653			4,708					(38	%)		(17	%)
Net income (loss) to Baidu		13,678			(583	)		(16,559	)		)		—			2740	%
Net income to Baidu (non-GAAP)^2^		6,988			5,359			5,090					(27	%)		(5	%)
Diluted earnings (loss) per ADS		39.79			(1.70	)		(48.18	)		)		—			2734	%
Diluted earnings per ADS (non-GAAP)^2^		20.35			15.41			14.66					(28	%)		(5	%)
Adjusted EBITDA^2^		9,073			7,295			5,962					(34	%)		(18	%)
Adjusted EBITDA margin		32	%		23	%		19	%		%

All values are in US Dollars.

^1^	Unless otherwise noted, RMB to USD was converted at an exchange rate of RMB6.4434 as of September 30, 2021, as<br>set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Translations are provided solely for the convenience of the reader.
^2^	Non-GAAP measures are defined in the<br>Non-GAAP Financial Measures section (see also “Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures” for more<br>details).
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	Baidu Core
	Q3			Q2			Q3
(In millions, unaudited)	2020			2021			2021					YOY			QOQ
	RMB			RMB			RMB			US
Total revenues		21,379			24,041			24,661					15	%		3	%
Operating income		7,404			4,619			3,718					(50	%)		(20	%)
Operating income (non-GAAP)^2^		8,505			6,467			5,823					(32	%)		(10	%)
Net income (loss) to Baidu Core		14,368			172			(15,625	)		)		—			—
Net income to Baidu Core (non-GAAP)^2^		7,486			5,942			5,855					(22	%)		(1	%)
Adjusted EBITDA^2^		9,822			7,991			6,994					(29	%)		(12	%)
Adjusted EBITDA margin		46	%		33	%		28	%		%

All values are in US Dollars.

Other Highlights

Corporate

•	Q3 21 net loss includes a RMB 18.9 billion non-cash, mark-to-market loss in long-term investments arising from quarterly fair-value adjustment.
•	ESG:
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•	Baidu donated RMB 90 million to help Henan province cope with its recent natural disaster.<br>
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•	Xiaodu launched “visual assistance” to enable visually impaired voice control and on-demand screen-text reading for a smoother audio experience.
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•	In October, Baidu established a Data Management Committee, to consolidate its existing committees on data<br>management, data privacy & protection and data security, to further improve its policies and oversight around data management.
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AI Cloud

•	Baidu releases end-to-end AI<br>cloud solution, powered by Kunlun AI chip and PaddlePaddle deep learning framework, to help financial services firms digitize and automate their operational processes, enlisting leading customers like China Life and Bank of Jiangsu.<br>
•	Lijiang, a UNESCO Heritage Site with 800-year old bridges and waterways,<br>is using Baidu smart-city cloud to keep the city safe and clean for visitors. Leveraging the digitalization of tourist areas, Baidu AI solution helps local authorities timely detect and address infractions, e.g., illegal parking and littering.<br>
---	---
•	Tongxiang, Zhejiang (province) signed with Baidu to enable its manufacturing-based enterprises with Baidu AI<br>solutions, allowing Baidu to further penetrate into industrial Internet.
---	---
•	Baidu ACE smart transportation has been adopted by 24 cities, tripling year over year, based on contract amount<br>over RMB10 million.
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Intelligent Driving

•	Apollo L4 has accumulated over 10 million test miles, up 189% year over year, and has received 411<br>autonomous driving permits, reflecting Apollo’s broad geographic coverage and wide-ranging test scenarios.
•	Rides provided by Apollo Go doubled sequentially, which are available in Shanghai, Beijing, Guangzhou, Changsha<br>and Cangzhou.
---	---
•	WM Motor, a Chinese EV OEM, signed with Baidu to install Apollo Navigation Pilot (ANP) in its new W6 SUV, taking<br>the total makes that have partnered with Apollo for self-driving and infotainment solutions to 31.
---	---

Other Growth Initiatives

•	Xiaodu ranks No.1 in smart display shipments globally and smart speaker shipments in China for Q2 2021, according<br>to Strategy Analytics, IDC and Canalys.
•	In August 2021, Xiaodu completed Series B financing at a valuation of US$5.1 billion with Baidu retaining<br>super-majority shareholding.
---	---

Mobile Ecosystem

•	In September, Baidu App’s MAUs reached 607 million, up 12% year over year, and daily logged in users<br>reached an all-time high of 79%, reflecting positive user experience.
•	Managed Page reached 43% of Baidu Core Q3 online marketing revenue, through continuous marketing-cloud<br>enhancements, such as expanded e-commerce features and tools.
---	---
•	The open nature of Baidu’s Internet infrastructure is leading to top smartphone makers to select<br>Baidu’s smart mini program as the landing page for their browser search.
---	---

iQIYI

•	iQIYI subscribers reached 104 million in September 2021, creating a strong foundation to provide innovative,<br>self-developed blockbusters.

Third Quarter 2021 Financial Results

Total revenues were RMB 31.9 billion ($4.95 billion), increasing 13% year over year.

•	Revenue from Baidu Core was RMB 24.7 billion ($3.83 billion), increasing 15% year over year;<br>online marketing revenue was RMB 19.5 billion ($3.02 billion), up 6% year over year, and non-online marketing revenue was RMB 5.2 billion ($806 million), up 76% year over year, driven<br>by cloud and other AI-powered businesses.

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•	Revenue from iQIYI was RMB 7.6 billion ($1.18 billion), increasing 6% year over year.<br>

Cost of revenues was RMB 16.1 billion ($2.50 billion), increasing 26% year over year, primarily due to an increase in traffic acquisition costs, content costs and cost of goods sold related to new AI business.

Selling, general and administrative expenses were RMB 7.3 billion ($1.14 billion), increasing 56% year over year, primarily due to an increase in channel spending, promotional marketing, personnel-related expenses and contingent loss pertaining to legal proceeding involving former advertising agency.

Research and development expense was RMB 6.2 billion ($957 million), increasing 35% year over year, primarily related to personnel-related expenses.

Operating income was RMB 2.3 billion ($358 million). Baidu Core operating income was RMB 3.7 billion ($577 million), and Baidu Core operating margin was 15%. Non-GAAP operating income was RMB 4.7 billion ($731 million). Baidu Core non-GAAP operatingincome was RMB 5.8 billion ($904 million), and Baidu Core non-GAAP operating margin was 24%.

Totalother loss, net was RMB 21.5 billion ($3.34 billion), which included a RMB 18.9 billion non-cash, mark-to-market loss in long-term investments. Such quarterly fair-value adjustment may result in further net income volatility in the future.

Income tax benefit was RMB 1.8 billion ($286 million), compared to an income tax expense of RMB 1.6 billion for Q3 ’20, primarily due to an increase in deferred tax benefit recognized on fair value loss of long-term investments and deduction on certain expenses that were previously considered non-deductible.

Net loss attributable to Baidu was RMB 16.6 billion ($2.57 billion), and diluted loss per ADS was RMB 48.18 ($7.48). Net loss attributable to Baidu Core was RMB 15.6 billion ($2.43 billion). Non-GAAP net income attributable to Baidu was RMB 5.1 billion ($790 million), and non-GAAP diluted earnings per ADS was RMB 14.66 ($2.28). Non-GAAP net income attributable to Baidu Core was RMB 5.9 billion ($909 million).

Adjusted EBITDA was RMB 6.0 billion ($925 million). Adjusted EBITDA for Baidu Core was RMB 7.0 billion ($1.09 billion) and adjusted EBITDA margin for Baidu Core was 28%.

As of September 30, 2021, cash, cash equivalents, restrictedcash and short-term investments were RMB 194.6 billion ($30.20 billion), and cash, cash equivalents, restricted cash and short-term investments excluding iQIYI were RMB 183.6 billion ($28.49 billion). Free cash flow was RMB 691 million ($108 million), and free cash flow excluding iQIYI was RMB 2.9 billion ($449 million).

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Financial Guidance

For the fourth quarter of 2021, Baidu expects revenues to be between RMB 31.0 billion ($4.81 billion) and RMB 34.0 billion ($5.27 billion), representing a growth rate of 2% to 12% year over year, which assumes that Baidu Core revenue will grow between 5% and 16% year over year.

The COVID-19 situation in China is evolving and business visibility is limited. The above forecast reflects Baidu’s current and preliminary view, which is subject to substantial uncertainties.

Conference Call Information

Baidu’s management will hold an earnings conference call at 7:30 AM on November 17, 2021, U.S. Eastern Time (8:30 PM on November 17, 2021, Beijing Time).

Please register in advance of the conference call using the link provided below. Upon registering, you will be provided with participant dial-in numbers, Direct Event passcode and unique registrant ID by email.

For pre-registration, please click

http://apac.directeventreg.com/registration/event/8590343. It will automatically direct you to the registration page of “Baidu Q3 2021 Earnings Conference Call”, where you may fill in your details for RSVP. If it requires you to enter a participant conference ID, please enter “ 8590343”.

In the 10 minutes prior to the call start time, you may use the conference access information (including dial-in number(s), Direct Event passcode and unique registrant ID) provided in the confirmation email that you have received following your pre-registration.

Additionally, a live and archived webcast of this conference call will be available at http://ir.baidu.com.

A replay of the conference call may be accessed by phone at the following number until November 24 2021:

International:	+61 2 8199 0299
Conference ID:	8590343

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About Baidu

Founded in 2000, Baidu’s mission is to make the complicated world simpler through technology. Baidu is a leading AI company with strong Internet foundation, trading on the NASDAQ under “BIDU” and HKEX under “9888”. One Baidu ADS represents eight Class A ordinary shares.

Contacts

Investors Relations, Baidu, Inc.

Tel: +86-10-5992-8888

Email: ir@baidu.com

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the outlook for the fourth quarter of 2021, quotations from management in this announcement, as well as Baidu’s and other parties’ strategic and operational plans, contain forward-looking statements. Baidu may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Baidu’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Baidu’s growth strategies; its future business development, including development of new products and services; its ability to attract and retain users and customers; competition in the Chinese Internet search and newsfeed market; competition for online marketing customers; changes in the Company’s revenues and certain cost or expense items as a percentage of its revenues; the outcome of ongoing, or any future, litigation or arbitration, including those relating to intellectual property rights; the expected growth of the Chinese-language Internet search and newsfeed market and the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and Internet search providers, and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and other documents filed with the Securities and Exchange Commission, and announcements on the website of the Hong Kong Stock Exchange. Baidu does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of the press release, and Baidu undertakes no duty to update such information, except as required under applicable law.

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Non-GAAP Financial Measures

To supplement Baidu’s consolidated financial results presented in accordance with GAAP, Baidu uses the following non-GAAP financial measures: non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss) attributable to Baidu, non-GAAP net margin, non-GAAP diluted earnings per ADS, adjusted EBITDA, adjusted EBITDA margin and free cash flow. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Baidu believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding certain items that may not be indicative of its recurring core business operating results, such as operating performance excluding non-cash charges or non-operating in nature. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Baidu’s historical performance and liquidity. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude certain items that have been and will continue to be for the foreseeable future a significant component in the Company’s results of operations. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data.

Non-GAAP operating income represents operating income excluding share-based compensation expenses, amortization and impairment of intangible assets resulting from business combinations and contingent loss pertaining to legal proceeding in relation to former advertising agency.

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Non-GAAP net income attributable to Baidu represents net income attributable to Baidu excluding share-based compensation expenses, amortization and impairment of intangible assets resulting from business combinations, contingent loss pertaining to legal proceeding in relation to former advertising agency, disposal gain or loss, impairment of long-term investments, fair value change of long-term investments, charitable donation from Baidu, adjusted for related income tax effects. Baidu’s share of equity method investments for these non-GAAP reconciling items, amortization and impairment of intangible assets not on the investees’ books, accretion of their redeemable non-controlling interests, and the gain or loss associated with the issuance of shares by the investees at a price higher or lower than the carrying value per shares, adjusted for related income tax effects, are also excluded.

Non-GAAP diluted earnings per ADS represents diluted earnings per ADS calculated by dividing non-GAAP net income attributable to Baidu, which is adjusted for accretion for the redeemable non-controlling interests, by the weighted average number of ordinary shares expressed in ADS. Adjusted EBITDA represents operating income excluding depreciation, amortization and impairment of intangible assets resulting from business combinations, contingent loss pertaining to legal proceeding in relation to former advertising agency, and share-based compensation expenses.

For more information on non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP financial measures to the nearest comparable GAAP measures.”

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Baidu, Inc.

Condensed Consolidated Statements of Income (Loss)

(In millions except for per share (or ADS) information, unaudited)

	Three Months Ended
	September 30,			June 30,			September 30,			September 30,
	2020			2021			2021			2021
	RMB			RMB			RMB			US(2)
Revenues:
Online marketing services		20,201			20,828			21,050
Others		8,031			10,522			10,871
Total revenues	****	28,232	****	****	31,350	****	****	31,921	****		****
Costs and expenses:
Cost of revenues^(1)^		12,815			15,897			16,126
Selling, general and<br>administrative^(1)^		4,700			5,707			7,320
Research and development^(1)^		4,561			6,283			6,167
Total costs and expenses	****	22,076	****	****	27,887	****	****	29,613	****		****
Operating income	****	6,156	****	****	3,463	****	****	2,308	****		****
Other income (loss):
Interest income		1,297			1,342			1,462
Interest expense		(755	)		(845	)		(880	)		)
Foreign exchange (loss) income, net		(271	)		(36	)		7
Share of loss from equity method investments		(546	)		(4	)		(4	)		)
Others, net		9,169			(2,887	)		(22,079	)		)
Total other income (loss), net	****	8,894	****	****	(2,430	)	****	(21,494	)		)
Income (loss) before income taxes	****	15,050	****	****	1,033	****	****	(19,186	)		)
Income tax expense (benefit)		1,618			2,197			(1,839	)		)
Net income (loss)	****	13,432	****	****	(1,164	)	****	(17,347	)		)
Net loss attributable to noncontrolling interests		(246	)		(581	)		(788	)		)
Net income (loss) attributable to Baidu	****	13,678	****	****	(583	)	****	(16,559	)		)
Earnings (loss) per ADS (1 ADS representing 8 Class A ordinary shares):
-Basic		40.21			(1.70	)		(48.18	)		)
-Diluted		39.79			(1.70	)		(48.18	)		)
Earnings (loss) per share for Class A and Class B ordinary shares:
-Basic		5.03			(0.21	)		(6.02	)		)
-Diluted		4.97			(0.21	)		(6.02	)		)
Weighted average number of Class A and Class B ordinary shares outstanding<br>(in millions):
-Basic		2,719			2,782			2,778
-Diluted		2,747			2,782			2,778
(1) Includes share-based compensation expenses as follows:
Cost of revenues		81			112			74
Selling, general and administrative		403			483			353
Research and development		930			1,521			921
Total share-based compensation expenses		1,414			2,116			1,348

All values are in US Dollars.

(2)	All translations from RMB to U.S. dollars are made at a rate of RMB 6.4434 to US$1.00, the exchange rate in<br>effect as of September 30, 2021 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

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Baidu, Inc.

Condensed Consolidated Balance Sheets

(In millions, unaudited)

	December 31,		September 30,		September 30,
	2020		2021		2021
	RMB		RMB		US
ASSETS
Current assets:
Cash and cash equivalents		35,782		40,701
Restricted cash		758		10,773
Short-term investments, net		126,402		143,127
Accounts receivable, net		8,668		8,704
Amounts due from related parties		726		947
Other current assets, net		11,006		11,142
Total current assets	****	183,342	****	215,394
Non-current assets:
Fixed assets, net		17,508		20,722
Licensed copyrights, net		6,435		7,293
Produced content, net		6,556		9,598
Intangible assets, net		2,022		1,769
Goodwill		22,248		22,605
Long-term investments, net		76,233		74,012
Amounts due from related parties		3,438		3,485
Deferred tax assets, net		1,674		2,567
Operating lease<br>right-of-use assets		9,804		10,491
Other non-current assets		3,448		16,420
Total non-current assets	****	149,366	****	168,962
Total assets	****	332,708	****	384,356
LIABILITIES AND EQUITY
Current liabilities:
Short-term loans		3,016		3,990
Accounts payable and accrued liabilities		36,716		40,461
Customer deposits and deferred revenue		12,626		13,525
Deferred income		158		99
Long-term loans, current portion		7,427		659
Convertible senior notes, current portion		4,752		4,808
Notes payable, current portion		—		5,793
Amounts due to related parties		1,324		1,824
Operating lease liabilities		2,366		2,756
Total current liabilities	****	68,385	****	73,915
Non-current liabilities:
Deferred income		97		119
Deferred revenue		686		197
Amounts due to related parties		3,543		3,318
Long-term loans		—		12,768
Notes payable		48,408		48,438
Convertible senior notes		11,927		12,671
Deferred tax liabilities		3,067		3,377
Operating lease liabilities		4,693		4,900
Other non-current liabilities		59		92
Total non-current liabilities	****	72,480	****	85,880
Total liabilities	****	140,865	****	159,795
Redeemable noncontrolling interests	****	3,102	****	7,916
Equity
Total Baidu shareholders’ equity		182,696		211,378
Noncontrolling interests		6,045		5,267
Total equity	****	188,741	****	216,645
Total liabilities, redeemable noncontrolling interests, and equity	****	332,708	****	384,356

All values are in US Dollars.

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Baidu, Inc.

Selected Information

(In millions, unaudited)

	Three months endedSeptember 30, 2020 (RMB)												Three months endedJune 30, 2021 (RMB)												Three months endedSeptember 30, 2021(RMB)												Three months endedSeptember 30, 2021 (US)
	BaiduCore			iQIYI			Elim &<br>adj^(2)^			Baidu,Inc.			BaiduCore			iQIYI			Elim &<br>adj^(2)^			Baidu,Inc.			BaiduCore			iQIYI			Elim &<br>adj^(2)^			Baidu,Inc.			BaiduCore		iQIYI			Elim &<br>adj^(2)^			Baidu,Inc.
Total revenues	****	21,379	****	****	7,188	****		(335	)	****	28,232	****	****	24,041	****	****	7,608	****		(299	)	****	31,350	****	****	24,661	****	****	7,589	****		(329	)	****	31,921	****		****	****	1,178	****		(51	)	****	4,954	****
YOY																										15	%		6	%					13	%
QOQ																										3	%		(0	%)					2	%
Costs and expenses:
Cost of revenues ^(1)^		6,728			6,363			(276	)		12,815			9,289			6,869			(261	)		15,897			9,370			7,028			(272	)		16,126					1,091			(42	)		2,503
Selling, general and<br>administrative ^(1)^		3,354			1,364			(18	)		4,700			4,526			1,185			(4	)		5,707			6,089			1,246			(15	)		7,320					193			(2	)		1,136
Research and development ^(1)^		3,893			671			(3	)		4,561			5,607			676			—			6,283			5,484			683			—			6,167					106			—			957
Total costs and expenses	****	13,975	****	****	8,398	****		(297	)	****	22,076	****	****	19,422	****	****	8,730	****		(265	)	****	27,887	****	****	20,943	****	****	8,957	****		(287	)	****	29,613	****		****	****	1,390	****		(44	)	****	4,596	****
YOY
Cost of revenues																										39	%		10	%					26	%
Selling, general and administrative																										82	%		(9	%)					56	%
Research and development																										41	%		2	%					35	%
Cost and expenses																										50	%		7	%					34	%
Operating income (loss)	****	7,404	****	****	(1,210	)		(38	)	****	6,156	****	****	4,619	****	****	(1,122	)		(34	)	****	3,463	****	****	3,718	****	****	(1,368	)		(42	)	****	2,308	****		****	****	(212	)		(7	)	****	358	****
YOY																										(50	%)		13	%					(63	%)
QOQ																										(20	%)		22	%					(33	%)
Operating margin		35	%		(17	%)					22	%		19	%		(15	%)					11	%		15	%		(18	%)					7	%
Add: total other income (loss), net		8,827			67						8,894			(2,204	)		(226	)		—			(2,430	)		(21,163	)		(331	)		—			(21,494	)		)		(51	)		—			(3,336	)
Less: income tax expense (benefit)		1,599			19						1,618			2,167			30			—			2,197			(1,848	)		9			—			(1,839	)		)		1			—			(286	)
Less: net income (loss) attributable to NCI		264			13			(523	)^(3)^		(246	)		76			19			(676	)^(3)^		(581	)		28			22			(838	)^(3)^		(788	)				4			(130	)^(3)^		(122	)
Net income (loss) attributable to Baidu	****	14,368	****	****	(1,175	)		485		****	13,678	****	****	172	****	****	(1,397	)		642		****	(583	)	****	(15,625	)	****	(1,730	)		796		****	(16,559	)		)	****	(268	)		123		****	(2,570	)
YOY																										—			47	%					—
QOQ																										—			24	%					2740	%
Net margin		67	%		(16	%)					48	%		1	%		(18	%)					(2	%)		(63	%)		(23	%)					(52	%)
Non-GAAP financial measures:
Operating income (loss) (non-GAAP)	****	8,505	****	****	(831	)				****	7,636	****	****	6,467	****	****	(780	)				****	5,653	****	****	5,823	****	****	(1,073	)				****	4,708	****		****	****	(166	)				****	731	****
YOY																										(32	%)		29	%					(38	%)
QOQ																										(10	%)		38	%					(17	%)
Operating margin (non-GAAP)		40	%		(12	%)					27	%		27	%		(10	%)					18	%		24	%		(14	%)					15	%
Net income (loss) attributable to Baidu(non-GAAP)	****	7,486	****	****	(830	)				****	6,988	****	****	5,942	****	****	(1,065	)				****	5,359	****	****	5,855	****	****	(1,400	)				****	5,090	****		****	****	(217	)				****	790	****
YOY																										(22	%)		69	%					(27	%)
QOQ																										(1	%)		31	%					(5	%)
Net margin (non-GAAP)		35	%		(12	%)					25	%		25	%		(14	%)					17	%		24	%		(18	%)					16	%
Adjusted EBITDA	****	9,822	****	****	(711	)				****	9,073	****	****	7,991	****	****	(662	)				****	7,295	****	****	6,994	****	****	(990	)				****	5,962	****		****	****	(153	)				****	925	****
YOY																										(29	%)		39	%					(34	%)
QOQ																										(12	%)		50	%					(18	%)
Adjusted EBITDA margin		46	%		(10	%)					32	%		33	%		(9	%)					23	%		28	%		(13	%)					19	%
(1) Includes share-based compensation as follows:
Cost of revenues		29			52						81			69			43						112			34			40						74					6						11
Selling, general and administrative		187			216						403			274			209						483			196			157						353					25						55
Research and development		846			84						930			1,443			78						1,521			837			84						921					13						144
Total share-based compensation		1,062			352						1,414			1,786			330						2,116			1,067			281						1,348					44						210

All values are in US Dollars.

(2)	Relates to intersegment eliminations and adjustments
(3)	Relates to the net loss attributable to iQIYI noncontrolling interests
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11 / 13

Baidu, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions, unaudited)

	Three months ended									Three months ended									Three months ended									Three months ended
	September 30, 2020 (RMB)									June 30, 2021 (RMB)									September 30, 2021 (RMB)									September 30, 2021 (US)
	Baiduexcl. iQIYI			iQIYI			Baidu,Inc.			Baiduexcl. iQIYI			iQIYI			Baidu,Inc.			Baiduexcl. iQIYI			iQIYI			Baidu,Inc.			Baiduexcl. iQIYI		iQIYI			Baidu,Inc.
Net cash provided by (used in) operating activities	****	9,716	****	****	(1,929	)	****	7,787	****	****	9,362	****	****	(1,426	)	****	7,936	****	****	5,436	****	****	(2,081	)	****	3,355	****		****	****	(323	)	****	521	****
Net cash (used in) provided by investing activities		(6,576	)		343			(6,233	)		(12,220	)		58			(12,162	)		(15,857	)		1,885			(13,972	)		)		293			(2,168	)
Net cash (used in) provided by financing activities		(4,387	)		238			(4,149	)		5,256			801			6,057			7,744			867			8,611					135			1,336
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(77	)		(113	)		(190	)		(342	)		(92	)		(434	)		(47	)		(21	)		(68	)		)		(3	)		(11	)
Net (decrease) increase in cash, cash equivalents and restricted cash	****	(1,324	)	****	(1,461	)	****	(2,785	)	****	2,056	****	****	(659	)	****	1,397	****	****	(2,724	)	****	650	****	****	(2,074	)		)	****	102	****	****	(322	)
Cash, cash equivalents and restricted cash
At beginning of period		16,597			5,280			21,877			44,756			7,395			52,151			46,812			6,736			53,548					1,045			8,311
At end of period		15,273			3,819			19,092			46,812			6,736			53,548			44,088			7,386			51,474					1,147			7,989
Net cash provided by (used in) operating activities	****	9,716	****	****	(1,929	)	****	7,787	****	****	9,362	****	****	(1,426	)	****	7,936	****	****	5,436	****	****	(2,081	)	****	3,355	****		****	****	(323	)	****	521	****
Less: Capital expenditures		(1,417	)		(90	)		(1,507	)		(2,435	)		(61	)		(2,496	)		(2,548	)		(116	)		(2,664	)		)		(18	)		(413	)
Free cash flow	****	8,299	****	****	(2,019	)	****	6,280	****	****	6,927	****	****	(1,487	)	****	5,440	****	****	2,888	****	****	(2,197	)	****	691	****		****	****	(341	)	****	108	****

All values are in US Dollars.

Note: Baidu excl. iQIYI represents Baidu, Inc. minus iQIYI’s consolidated cash flows.

12 / 13

Baidu, Inc.

Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures

(In millions except for per ADS information, unaudited)

	Three months ended									Three months ended								Three months ended									Three months ended
	September 30, 2020 (RMB)									June 30, 2021 (RMB)								September 30, 2021 (RMB)									September 30, 2021 (US)
	Baidu Core			iQIYI			Baidu, Inc.			Baidu Core		iQIYI			Baidu, Inc.			Baidu Core			iQIYI			Baidu, Inc.			Baidu Core		iQIYI			Baidu, Inc.
Operating income (loss)	****	7,404	****	****	(1,210	)	****	6,156	****	****	4,619	****	(1,122	)	****	3,463	****	****	3,718	****	****	(1,368	)	****	2,308	****		****	****	(212	)	****	358	****
Add: Share-based compensation expenses		1,062			352			1,414			1,786		330			2,116			1,067			281			1,348					44			210
Add: Amortization and impairment of intangible<br>assets^(1)^		39			27			66			62		12			74			62			14			76					2			12
Add: Contingent loss^(5)^		—			—			—			—		—			—			976			—			976					—			151
Operating income (loss) (non-GAAP)	****	8,505	****	****	(831	)	****	7,636	****	****	6,467	****	(780	)	****	5,653	****	****	5,823	****	****	(1,073	)	****	4,708	****		****	****	(166	)	****	731	****
Add: Depreciation of fixed assets		1,317			120			1,437			1,524		118			1,642			1,171			83			1,254					13			194
Adjusted EBITDA	****	9,822	****	****	(711	)	****	9,073	****	****	7,991	****	(662	)	****	7,295	****	****	6,994	****	****	(990	)	****	5,962	****		****	****	(153	)	****	925	****
Net income (loss) attributable to Baidu	****	14,368	****	****	(1,175	)	****	13,678	****	****	172	****	(1,397	)	****	(583	)	****	(15,625	)	****	(1,730	)	****	(16,559	)		)	****	(268	)	****	(2,570	)
Add: Share-based compensation expenses		1,056			352			1,252			1,777		330			1,947			1,086			281			1,231					44			191
Add: Amortization and impairment of intangible<br>assets^(1)^		38			27			55			55		12			62			55			14			63					2			10
Add: Disposal loss (gain)		(5	)		—			(5	)		—		(45	)		(28	)		—			—			—					—			—
Add: Impairment of long-term investments		—			—			—			205		2			206			3,187			29			3,202					5			497
Add: Fair value (gain) loss of long-term investments		(8,855	)		(39	)		(8,880	)		3,180		(9	)		3,175			18,970			8			18,974					1			2,945
Add: Reconciling items on equity method<br>investments^(2)^		556			3			558			190		32			207			36			3			38					—			6
Add: Charitable donation from<br>Baidu^(4)^		—			—			—			—		—			—			90			—			90					—			14
Add: Contingent loss^(5)^		—			—			—			—		—			—			976			—			976					—			151
Add: Tax effects on non-GAAP adjustments^(3)^		328			2			330			363		10			373			(2,920	)		(5	)		(2,925	)		)		(1	)		(454	)
Net income (loss) attributable to Baidu(non-GAAP)	****	7,486	****	****	(830	)	****	6,988	****	****	5,942	****	(1,065	)	****	5,359	****	****	5,855	****	****	(1,400	)	****	5,090	****		****	****	(217	)	****	790	****
Diluted earnings (loss) per ADS							****	39.79	****						****	(1.70	)							****	(48.18	)						****	(7.48	)
Add: Accretion of the redeemable noncontrolling interests								0.04								0.02									0.49								0.08
Add: Non-GAAP adjustments to earnings per ADS								(19.48	)							17.09									62.35								9.68
Diluted earnings per ADS (non-GAAP)							****	20.35	****						****	15.41	****							****	14.66	****						****	2.28	****

All values are in US Dollars.

(1)	This represents amortization and impairment of intangible assets resulting from business combinations.<br>
(2)	This represents Baidu’s share of equity method investments for other<br>non-GAAP reconciling items, amortization and impairment of intangible assets not on the investee’s books, accretion of their redeemable noncontrolling interests, and the gain or loss associated with the<br>issuance of shares by the investees at a price higher or lower than the carrying value per shares.
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(3)	Tax impact of non-GAAP adjustments is separately presented from 2020Q4,<br>with comparative periods retrospectively adjusted.
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(4)	This represents non-recurring charitable donation to discrete events.<br>
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(5)	This represents contingent loss pertaining to legal proceeding involving former advertising agency.<br>
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