SEC Info - Baidu, Inc. - ‘20-F’ for 12/31/19

Baidu, Inc. – ‘20-F’ for 12/31/19 – ‘R25’

On: Friday, 3/13/20, at 5:21pm ET · For: 12/31/19 · Accession #: 1193125-20-73092 · File #: 0-51469

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/20 Baidu, Inc. 20-F 12/31/19 146:31M Donnelley … Solutions/FA

Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 3.86M 2: EX-4.83 Instrument Defining the Rights of Security Holders HTML 76K 3: EX-4.84 Instrument Defining the Rights of Security Holders HTML 71K 4: EX-4.85 Instrument Defining the Rights of Security Holders HTML 72K 5: EX-4.86 Instrument Defining the Rights of Security Holders HTML 92K 6: EX-4.87 Instrument Defining the Rights of Security Holders HTML 59K 7: EX-4.88 Instrument Defining the Rights of Security Holders HTML 58K 8: EX-4.89 Instrument Defining the Rights of Security Holders HTML 74K 9: EX-4.90 Instrument Defining the Rights of Security Holders HTML 70K 10: EX-4.91 Instrument Defining the Rights of Security Holders HTML 71K 11: EX-8.1 Opinion of Counsel re: Tax Matters HTML 37K 14: EX-13.1 Annual or Quarterly Report to Security Holders HTML 38K 15: EX-13.2 Annual or Quarterly Report to Security Holders HTML 38K 12: EX-12.1 Statement re: Computation of Ratios HTML 42K 13: EX-12.2 Statement re: Computation of Ratios HTML 42K 16: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 39K 17: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 40K 18: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 40K 73: R1 Cover Page HTML 112K 126: R2 Consolidated Balance Sheets HTML 199K 107: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K 31: R4 Consolidated Statements Of Comprehensive Income HTML 159K (Loss) 70: R5 Consolidated Statements Of Comprehensive Income HTML 40K (Parenthetical) 123: R6 Consolidated Statements of Cash Flows HTML 232K 106: R7 Consolidated Statements Of Shareholders' Equity HTML 129K 24: R8 Organization, Consolidation and Presentation Of HTML 236K Financial Statements 75: R9 Summary of Significant Accounting Policies HTML 267K 42: R10 Business Combinations HTML 95K 56: R11 Investments HTML 374K 132: R12 Accounts Receivable HTML 87K 84: R13 Other Assets HTML 99K 43: R14 Fixed Assets HTML 84K 57: R15 Goodwill and Intangible Assets HTML 207K 133: R16 Accounts Payable and Accrued Liabilities HTML 88K 85: R17 Loans Payable HTML 55K 41: R18 Notes Payable HTML 150K 58: R19 Convertible Notes HTML 60K 129: R20 Leases HTML 83K 113: R21 Income Taxes HTML 238K 36: R22 Employee Defined Contribution Plan HTML 43K 82: R23 Commitments and Contingencies HTML 95K 130: R24 Redeemable Noncontrolling Interests HTML 89K 114: R25 Shareholders' Equity HTML 186K 37: R26 Earnings Per Share ("Eps") HTML 293K 83: R27 Share-Based Awards Plan HTML 203K 131: R28 Related Party Transactions HTML 160K 112: R29 Segment Reporting HTML 371K 88: R30 Fair Value Measurements HTML 479K 136: R31 Subsequent Events HTML 43K 55: R32 Significant Accounting Policies (Policies) HTML 353K 40: R33 Organization, Consolidation and Presentation Of HTML 175K Financial Statements (Tables) 87: R34 Summary of Significant Accounting Policies HTML 105K (Tables) 135: R35 Business Combinations (Tables) HTML 88K 54: R36 Investments (Tables) HTML 356K 39: R37 Accounts Receivable (Tables) HTML 89K 89: R38 Other Assets (Tables) HTML 98K 134: R39 Fixed Assets (Tables) HTML 80K 101: R40 Goodwill and Intangible Assets (Tables) HTML 207K 117: R41 Accounts Payable and Accrued Liabilities (Tables) HTML 87K 81: R42 Notes Payable (Tables) HTML 150K 35: R43 Leases (Tables) HTML 78K 100: R44 Income Taxes (Tables) HTML 229K 116: R45 Commitments and Contingencies (Tables) HTML 83K 80: R46 Redeemable Noncontrolling Interests (Tables) HTML 84K 34: R47 Shareholders' Equity (Tables) HTML 175K 102: R48 Earnings Per Share ("Eps") (Tables) HTML 294K 115: R49 Share-Based Awards Plan (Tables) HTML 220K 137: R50 Related Party Transactions (Tables) HTML 155K 91: R51 Segment Reporting (Tables) HTML 369K 52: R52 Fair Value Measurements (Tables) HTML 470K 67: R53 Organization, Consolidation and Presentation Of HTML 57K Financial Statements - 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Schedule of Investments at Amortized HTML 97K Cost and Fair Value (Detail) 33: R64 Schedule of Unrealized and Realized Gains and HTML 60K Losses of Equity Securities Without Readily Determinable Fair Values (Detail) 74: R65 Schedule of Unrealized and Realized Gains and HTML 41K Losses of Equity Securities Without Readily Determinable Fair Values (Parenthetical) (Detail) 127: R66 Summarized Financial Information (Detail) HTML 93K 109: R67 Summary Of Estimated Fair Value Of HTML 55K Available-For-Sale Debt Investments (Detail) 26: R68 Accounts Receivable (Detail) HTML 49K 77: R69 Movement in Allowance for Doubtful Accounts HTML 47K (Detail) 66: R70 Other Assets (Detail) HTML 71K 47: R71 Fixed Assets (Detail) HTML 65K 99: R72 Fixed Assets - Additional Information (Detail) HTML 46K 144: R73 Goodwill and Intangible Assets - Additional HTML 46K Information (Detail) 63: R74 Changes in the Carrying Amount of Goodwill HTML 58K (Detail) 44: R75 Finite-Lived Intangible Assets (Detail) HTML 72K 96: R76 Estimated Amortization Expense Relating to HTML 51K Existing Intangible Assets with Finite Lives (Detail) 140: R77 Accounts Payable and Accrued Liabilities (Detail) HTML 69K 61: R78 Loans Payable - Additional Information (Detail) HTML 145K 50: R79 Notes Payable - Summary of Company Issued and HTML 89K Publicly Sold Unsecured Senior Notes (Detail) 65: R80 Notes Payable - Additional Information (Detail) HTML 94K 46: R81 Principal Amount and Unamortized Discount and Debt HTML 49K Issuance Costs (Detail) 98: R82 Repayment of Principal Amount of Long Term Debts HTML 58K (Detail) 142: R83 Convertible Notes - Additional Information HTML 135K (Detail) 64: R84 Leases -Summary of Supplemental cash flow HTML 43K information (Detail) 45: R85 Leases -Summary of Future lease payments (Detail) HTML 58K 97: R86 Leases - Additional Information (Detail) HTML 52K 141: R87 Income Taxes - Additional Information (Detail) HTML 110K 59: R88 Income Before Income Taxes (Detail) HTML 49K 48: R89 Components of Income Tax (Detail) HTML 53K 30: R90 Reconciliation of Effective Income Tax Provision HTML 80K of Tax Computed By Applying Statutory Income Tax Rate to Pre-Tax Income (Detail) 71: R91 Tax Effects of Temporary Differences that Gave HTML 76K Rise to Deferred Tax Balances (Detail) 124: R92 Employee Defined Combination Plan - Additional HTML 41K Information (Detail) 105: R93 Commitment and Contingencies - Additional HTML 49K Information (Detail) 32: R94 Future Minimum Payments Under Non-Cancelable HTML 53K Operating Leases with Initial Terms of One-Year or More (Detail) 72: R95 Future Minimum Lease Payments For Non-Cancelable HTML 53K Agreements For Licensed Copyrights and Produced Content (Detail) 125: R96 Summary of Redeemable Noncontrolling Interest HTML 59K (Detail) 108: R97 Redeemable Noncontrolling Interests - Additional HTML 62K Information (Detail) 28: R98 Shareholder's Equity - Additional Information HTML 103K (Detail) 79: R99 Shareholders' Equity (Detail) HTML 49K 111: R100 Changes in Accumulated Other Comprehensive HTML 76K Income/(Loss) by Component, Net of Tax (Detail) 119: R101 Tax Benefit (expense) Allocated to each Component HTML 47K of Other Comprehensive Income (Loss) (Detail) 78: R102 Reconciliation of Net Income to Numerator for HTML 54K Computation of Basic and Diluted Per Share (Detail) 27: R103 Computation of Basic and Diluted Earnings Per HTML 94K Class A and Class B Ordinary Share (Detail) 110: R104 Share-Based Awards Plan - 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(Detail) 118: R105 Option Activity Baidu. Inc (Detail) HTML 95K 76: R106 Assumptions Used to Estimate Fair Values of Share HTML 62K Options Granted - Baidu, Inc. (Detail) 25: R107 Restricted Shares Activity (Detail) HTML 64K 104: R108 Share-Based Awards Plan - Option Activity (Detail) HTML 95K 122: R109 Total Share-Based Compensation Cost Recognized HTML 57K (Detail) 145: R110 Related Party Transactions - Additional HTML 54K Information (Detail) 93: R111 Related Party Transactions (Detail) HTML 84K 49: R112 Related Party Transactions (Parenthetical) HTML 75K (Detail) 60: R113 Segment Reporting - Additional Information HTML 40K (Detail) 146: R114 Summary of Group's Operating Segment Results HTML 109K (Detail) 94: R115 Fair Value Disclosure and Measurement on Recurring HTML 110K Basis (Detail) 51: R116 Fair Value Measurements - Schedule of Investments HTML 53K accounted at Fair Value (Detail) 62: R117 Fair Value Measurements - Schedule of HTML 57K Available-for-sale debt investments (Detail) 143: R118 Fair Value Measurements - Summary of Assets HTML 71K Measured at Fair Value on a Non-Recurring Basis (Detail) 120: XML IDEA XML File -- Filing Summary XML 257K 86: XML XBRL Instance -- d833212d20f_htm XML 8.98M 95: EXCEL IDEA Workbook of Financial Reports XLSX 184K 20: EX-101.CAL XBRL Calculations -- bidu-20191231_cal XML 292K 21: EX-101.DEF XBRL Definitions -- bidu-20191231_def XML 1.48M 22: EX-101.LAB XBRL Labels -- bidu-20191231_lab XML 2.53M 23: EX-101.PRE XBRL Presentations -- bidu-20191231_pre XML 1.96M 19: EX-101.SCH XBRL Schema -- bidu-20191231 XSD 374K 128: JSON XBRL Instance as JSON Data -- MetaLinks 666± 1.03M 38: ZIP XBRL Zipped Folder -- 0001193125-20-073092-xbrl Zip 794K

Ordinary Shares

The authorized share capital consisted of 870,400,000 ordinary shares at a par value of US$0.00005 per share, of which 825,000,000 shares were designated as Class A ordinary shares, 35,400,000 as Class B ordinary shares,

and 10,000,000 shares designated as preferred shares. The rights of the holders of Class A and Class B ordinary shares are identical, except with respect to voting and conversion rights. Each share of Class A ordinary shares is entitled to one vote per share and is not convertible into Class B ordinary shares under any circumstances. Each share of Class B ordinary shares is entitled to ten votes per share and is convertible into one Class A ordinary share at any time by the holder thereof. Upon any transfer of Class B ordinary shares by the holder thereof to any person or entity that is not an affiliate of such holder, such Class B ordinary shares would be automatically converted into an equal number of Class A ordinary shares. The number of Class B ordinary shares transferred to Class A ordinary shares was 200,000 shares,

nil

and

nil

in the years ended December 31, 2017, 2018 and 2019, respectively.

As of December 31, 2019, there were 27,381,621 and 7,201,254 Class A and Class B ordinary shares outstanding, respectively. As of December 31, 2018 and 2019, there were

preferred shares issued and outstanding.

On October 29, 2015, the Company announced a share repurchase program under which the Company proposed to acquire up to an aggregate of US$2.0 billion of its shares over the next 24 months. On June 27, 2018, the Company announced a share repurchase program under which the Company proposed to acquire up to an aggregate of US$1.0 billion of its ordinary shares over the next 12 months in the open market or through privately negotiated transactions, depending on market conditions and in accordance with applicable rules and regulations.

On May 16, 2019, the Company announced a share repurchase program under which the Company proposed to acquire up to an aggregate of US$1.0 billion of its ordinary shares, effective until July 1, 2020 in the open market or through privately negotiated transactions, depending on market conditions and in accordance with applicable rules and regulations.

The Company repurchased 145,783, 207,165 and 664,534 Class A ordinary shares from the open market with an aggregate purchase price of RMB1.7 billion, RMB3.3 billion and RMB5.0 billion (US$712 million) during the years ended December 31, 2017, 2018 and 2019. The repurchased shares were cancelled under Cayman Islands law upon repurchase and the difference between the par value and the repurchase price was debited to retained earnings.

Retained Earnings

In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Company’s PRC subsidiaries, being foreign invested enterprises established in China, are required to make appropriations to certain statutory reserves, namely a general reserve fund, an enterprise expansion fund, a staff welfare fund and a bonus fund, all of which are appropriated from net profit as reported in their PRC statutory accounts. Each of the Company’s PRC subsidiaries is required to allocate at least 10% of its

after-tax

profits to a general reserve fund until such fund has reached 50% of its respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus funds are at the discretion of the Company’s subsidiaries.

In accordance with the China Company Laws, the Company’s VIEs must make appropriations from their

after-tax

profits as reported in their PRC statutory accounts to

non-distributable

reserve funds, namely a statutory surplus fund, a statutory public welfare fund and a discretionary surplus fund. Each of the Company’s VIEs is required to allocate at least 10% of its

after-tax

profits to the statutory surplus fund until such fund has reached 50% of its respective registered capital. Appropriations to the statutory public welfare fund and the discretionary surplus fund are made at the discretion of the Company’s VIEs.

General reserve and statutory surplus funds are restricted to

set-off

against losses, expansion of production and operation and increasing registered capital of the respective company. Staff welfare and bonus fund and statutory public welfare funds are restricted to capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for distribution except under liquidation.


	As of December 31,
	2018		2019		2019
	RMB		RMB		US$
	(In millions)
PRC statutory reserve funds		515		626		90
Unreserved retained earnings		128,731		125,642		18,047

Total retained earnings		129,246		126,268		18,137

Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries and VIEs with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts of net assets restricted include paid in capital and statutory reserve funds of the Company’s PRC subsidiaries and the net assets of the VIEs in which the Company has no legal ownership, totaling RMB25.7 billion and RMB40.8 billion (US$5.9 billion) as of December 31, 2018 and 2019, respectively.

Furthermore, cash transfers from the Company’s PRC subsidiaries to their parent companies outside of China are subject to PRC government control of currency conversion. Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows:


	Foreign currency translation adjustment			Unrealized gains on available-for- sale investments			Total
	RMB			RMB			RMB
	(In millions)
Balance at December 31, 2016		(2,026	)		243			(1,783	)

Other comprehensive income before reclassification		732			2,574			3,306
Amounts reclassified from accumulated other comprehensive income		71			(999	)		(928	)

Net current-period other comprehensive income		803			1,575			2,378
Other comprehensive loss attribute to noncontrolling interests and redeemable noncontrolling interests		335			—			335

Balance at December 31, 2017		(888	)		1,818			930

Cumulative effect of accounting change *		—			(1,854	)		(1,854	)
Other comprehensive income before reclassification		114			4,117			4,231
Amounts reclassified from accumulated other comprehensive income		80			(2,171	)		(2,091	)

Net current-period other comprehensive income		194			92			286
Other comprehensive income attribute to noncontrolling interests and redeemable noncontrolling interests		(1,006	)		—			(1,006	)

Balance at December 31, 2018		(1,700	)		1,910			210

Other comprehensive income (loss) before reclassification		207			1,981			2,188
Amounts reclassified from accumulated other comprehensive income (loss)		(989	)		(2,689	)		(3,678	)
Net current-period other comprehensive income (loss)		(782	)		(708	)		(1,490	)
Other comprehensive loss (income) attribute to noncontrolling interests and redeemable noncontrolling interests		(102	)		(1	)		(103	)
Balance at December 31, 2019		(2,584	)		1,201			(1,383	)

Balance at December 31, 2019, in US$		(372	)		173			(199	)

*	Adjustment of net unrealized gains related to available-for-sale equity investments from accumulated other comprehensive income to opening retained earnings as a result of the adoption of ASC 321 on January 1, 2018.

The amounts reclassified out of accumulated other comprehensive income represent realized foreign currency translation adjustments, which mainly arising from disposal of partial interests in Trip, and gains on the

available-for-sale

investments upon their sales, which were then recorded in “Other income, net” in the consolidated statements of comprehensive income. The amounts reclassified were determined on the basis of specific identification.

In October 2019, the Company completed the partial disposal of its investment in Trip and the corresponding accumulated other

comprehensive

income of RMB989 million (US$ 142 million) was reclassified to earnings.

The following table sets forth the tax

benefit (expense

)

allocated to each component of other comprehensive income (loss) for the years ended December 31, 2017, 2018 and 2019:


	For the years ended December 31,
	2017			2018			2019			2019
	RMB			RMB			RMB			US$
	(In millions)
Unrealized gains on available-for-sale investments
Other comprehensive income (loss) before reclassification		(215	)		(409	)		(280	)		(40	)
Amounts reclassified from accumulated other comprehensive income (loss)		163			328			402			58

Net current-period other comprehensive income (loss)		(52	)		(81	)		122			18

This ‘20-F’ Filing

Date

Other Filings

7/1/20

Filed on:

3/13/20

For Period end:

12/31/19

5/16/19

12/31/18

20-F

6/27/18

6-K

1/1/18

12/31/17

20-F

12/31/16

20-F

10/29/15

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Baidu, Inc. 20-F 12/31/23 159:24M Donnelley … Solutions/FA 3/22/23 Baidu, Inc. 20-F 12/31/22 164:28M Donnelley … Solutions/FA 3/28/22 Baidu, Inc. 20-F 12/31/21 168:26M Donnelley … Solutions/FA 8/19/21 Baidu, Inc. 424B2 1:1.9M Donnelley … Solutions/FA 8/16/21 Baidu, Inc. 424B5 1:1.9M Donnelley … Solutions/FA 3/09/21 Baidu, Inc. 20-F 12/31/20 166:25M Donnelley … Solutions/FA 10/07/20 Baidu, Inc. 424B2 1:820K Donnelley … Solutions/FA 10/05/20 Baidu, Inc. 424B5 1:823K Donnelley … Solutions/FA 10/05/20 Baidu, Inc. F-3ASR 10/05/20 6:465K Donnelley … Solutions/FA

Baidu, Inc. – ‘20-F’ for 12/31/19 – ‘R25’

On: Friday, 3/13/20, at 5:21pm ET · For: 12/31/19 · Accession #: 1193125-20-73092 · File #: 0-51469

Previous ‘20-F’: ‘20-F’ on 3/15/19 for 12/31/18 · Next: ‘20-F’ on 3/9/21 for 12/31/20 · Latest: ‘20-F’ on 3/15/24 for 12/31/23 · 9 References:

Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘R25’ — Shareholders’ Equity

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

9 Subsequent Filings that Reference this Filing

Baidu, Inc. – ‘20-F’ for 12/31/19 – ‘R25’

On: Friday, 3/13/20, at 5:21pm ET · For: 12/31/19 · Accession #: 1193125-20-73092 · File #: 0-51469

Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘R25’ — Shareholders’ Equity

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

9 Subsequent Filings that Reference this Filing

Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents