Sohu.com Reports Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results

BEIJING,Feb. 4,2021 -- Sohu.com Limited (NASDAQ: SOHU),China's leading online media,video,search and gaming business group,today reported unaudited financial results for the fourth quarter and fiscal year ended December 31,2020.

In view of the previously-announced Share Purchase Agreementbetween subsidiaries of Tencent Holdings Limited ("Tencent") and the Company and its wholly-owned subsidiary Sohu.com (Search) Limited ("Sohu Search") with respect to Sohu Search's Sogou Inc. ("Sogou") shares (the "Sogou Share Purchase"),theresults of operations for Sogou have been excluded from the Company's results from continuing operations in the Company's condensed consolidated statements of operations and are presented in separate line items as discontinued operations. Retrospective adjustments to the historical statements have been made in order to provide a consistent basis of comparison. Unless indicated otherwise,results presented in this release are related to continuing operations only.

Fourth Quarter Highlights

Total revenues were US$253 million[1],up 34% year-over-year and 60% quarter-over-quarter.

Brand advertising revenues were US$42 million,flat year-over-year and up 2% quarter-over-quarter.

Online game revenues were US$196 million,up 49% year-over-year and 94% quarter-over-quarter.

GAAP net income from continuing operations attributable to Sohu.com Limited was US$47 million,compared with a net loss of US$29 million in the fourth quarter of 2019 and a net loss of US$15 million in the third quarter of 2020.

Non-GAAP net income from continuing operations attributable to Sohu.com Limited was US$53 million,compared with a net loss of US$6 million in the fourth quarter of 2019 and a net loss of US$7 million in the third quarter of 2020.

Fiscal Year 2020 Highlights

Total revenues were US$750 million,up 11% compared with 2019.

Brand advertising revenues were US$147 million,down 16% compared with 2019.

Online game revenues were US$537 million,up 22% compared with 2019.

GAAP net loss from continuing operations attributable to Sohu.com Limited was US$55 million. Excluding the impact of an additional accrual of withholding income tax recognized by Changyou in the second quarter of 2020[2],GAAP net income attributable to Sohu.com Limited was US$33 million,compared with a net loss of US$157 million in 2019.

Excluding the impact of the additional accrual of withholding income tax described above,non-GAAP net income from continuing operations attributable to Sohu.com Limited was US$51 million,compared with a net loss of US$128 million in 2019.

[1] On a constant currency (non-GAAP) basis,if the exchange rate in the fourth quarter of 2020 had been the same as it was in the fourth quarter of 2019,or RMB7.03=US$1.00,US$ total revenues in the fourth quarter of 2020 would have been US$239 million,or US$14 million less than GAAP total revenues,and up 27% year-over-year.

[2] Following completion of the Changyou privatization,Changyou changed its policy for its PRC subsidiaries with respect to distribution of cash dividends. As a result,Changyou recognized an additional accrual of withholding income tax of US$88 million in the second quarter of 2020.

Dr. Charles Zhang,Chairman and CEO of Sohu.com Limited,commented,"For the fourth quarter of 2020 and for the whole year,we faced significant challenges with the outbreak of the COVID-19 pandemic and the uncertain macroeconomic environment. However,with our continuing efforts to innovate products and technology,improve monetization efficiency and strictly control our budgets,we were able to return to profitability as we recorded net income of US$53 million this quarter,which greatly exceeded our previous guidance. For the whole year of 2020,excluding an additional accrual of withholding income tax made by Changyou in the second quarter,we also achieved a profit of US$51 million. For Sohu Media Portal and Video,we continued to focus on generating and distributing real-time and reliable news and premium content,and strengthened our competitiveness and credibility as a mainstream media platform. We consistently upgraded our live broadcasting technology,integrated it into the Sohu product matrix,and applied it widely to various content marketing events,which further enhanced the overall value of the Sohu Media Portal and Video. Benefitting from our continuous efforts,our brand advertising revenues reached the high -end of our previous guidance this quarter. For Changyou,thanks to the solid performance of some special servers for TLBB PC that launched during the quarter,the online games business performed well as revenue exceeded the high end of our prior guidance."

Fourth Quarter Financial Results

Revenues

Total revenues were US$253 million,up 34% year-over-year and 60% quarter-over-quarter.

Brand advertising revenues totaled US$42 million,up 49% year-over-year and 94% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were mainly due to the successful launch of a number of special servers for TLBB PC that used a memorable early version of the game for content ("TLBB Vintage").

Gross Margin

Both GAAP and non-GAAP[3]gross margin was 79%,compared with 64% in the fourth quarter of 2019 and 66% in the third quarter of 2020.

Both GAAP and non-GAAP gross margin for the brand advertising business was31%,flat with that of fourth quarter of 2019 andthirdquarter of 2020.

Both GAAP and non-GAAP gross margin for online games was 90%,compared with 75% in the fourth quarter of 2019 and 80% in the third quarter of 2020. The year-over-year increase in gross margin was mainly due to an increase in online game revenues,as well as a decrease in online game costs as a result of lower revenue-sharing payments related to TLBB Honor. The quarter-over-quarter increase in gross margin was mainly due to an increase in online game revenues,while costs remained relatively flat.

[3] Non-GAAP results exclude share-basedcompensation expense; non-cash tax benefits from excess tax deductions related to share-based awards; changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values; an impairment charge recognized for investments unrelated to the Company's core businesses; income/expense from an adjustment of contingent consideration previously recorded for acquisitions; and interest expense recognized in connection with the one-time transition tax (the "Toll Charge") imposed by the U.S. Tax Cuts and Jobs Act signed into law on December 22,2017 (the "U.S. TCJA"). Explanation of the Company's non-GAAP financial measures and related reconciliations to GAAP financial measures are included in the accompanying "Non-GAAP Disclosure" and "Reconciliations of Non-GAAP Results of Operation Measures to the Nearest Comparable GAAP Measures."

Operating Expenses

For thefourth quarter of 2020,GAAP operating expenses totaled US$133 million,up 13% year-over-year and 16% quarter-over-quarter. Non-GAAP operating expenses were US$132 million,up 15% year-over-year and 21% quarter-over-quarter. The year-over-year increase in operating expenses was mainly due to increases in Changyou's licensing fees,as well as increases in marketing expenses. The quarter-over-quarter increase was mainly due to increases in marketing expenses.

Operating Profit/(Loss)

GAAP operating profit was US$67 million,compared with an operating profit ofUS$2 million in the fourth quarter of 2019 and an operating loss of US$11 million in the third quarter of 2020.

Non-GAAP operating profit wasUS$68 million,compared with an operating profit ofUS$6millionin thefourth quarter of 2019 and an operating loss of US$5 millionin the third quarter of 2020.

Income Tax Expense/(Benefit)

GAAP income tax expense was US$21 million,compared with an income tax benefit of US$3 million in the fourth quarter of 2019 and income tax expense of US$11 million in the third quarter of 2020. Non-GAAP income tax expense was US$21 million,compared with an income tax benefit of US$6 million in the fourth quarter of 2019 and income tax expense of US$10 million in the third quarter of 2020. The income tax expense in the fourth quarter of 2020 and the income tax benefit in the fourth quarter of 2019 included one-time tax benefits of US$7 million and US$19 million,respectively,that were recognized as a result of some of Changyou's subsidiaries having been granted preferential tax rates upon their receipt of Key National Software Enterprise status or Software Enterprise status.

Net Income/(Loss)

GAAP net income from continuing operations attributable to Sohu.com Limited was US$47 million,or net income of US$1.18per fully-diluted ADS,compared with a net loss of US$29 million in the fourth quarter of 2019 and a net loss of US$15 million in the third quarter of 2020.

Non-GAAP netincome from continuing operationsattributable to Sohu.com Limited was US$53million,or net income of US$1.33per fully-diluted ADS,compared witha net lossof US$6 million in thefourth quarter of 2019 and a net lossof US$7 million in the third quarter of 2020.

Liquidity

As of December 31,2020,cash and cash equivalents and short-term investments were US$318 million.

Fiscal Year 2020Financial Results

Revenues

Total revenues were US$750 million,down 16% compared with 2019. The decrease was mainly due to the continuing negative impact of the COVID-19 outbreak in 2020.

Online game revenues were US$537 million,up 22% compared with 2019. The year-over-year increase was mainly due to the successful launch of TLBB Vintageduring the fourth quarter of 2020.

Gross Margin

Both GAAP and non-GAAP gross margin was 71%,compared with 64% in 2019.

Both GAAP and non-GAAP gross margin for the brand advertising business was28%,compared with28% in2019.

Both GAAP and non-GAAP gross margin for online gameswas 83%,compared with 80% in 2019.

Operating Expenses

For 2020,GAAP operating expenses totaled US$459 million,down 8% compared with 2019. Non-GAAP operating expenses were US$445 million,down 11% compared with 2019. The decrease in operating expenses was mainly due to decreased marketing expenses.

Operating Profit/(Loss)

GAAP operating profit was US$73 million,compared with an operating loss ofUS$71 million in 2019.

Non-GAAP operating profit wasUS$88 million,compared with an operating loss ofUS$69 millionin2019.

Income Tax Expense

GAAP income tax expense was US$133 million,compared with income tax expense of US$28 million in 2019. Non-GAAP income tax expense was US$127 million,compared with income tax expense of US$20 million in 2019. The income tax expense in 2020 included an additional accrual of withholding income tax of US$88 million recognized by Changyou in the second quarter of 2020,as Changyou changed its policy for its PRC subsidiaries with respect to distribution of cash dividends after the completion of the privatization of Changyou. The income tax expense in the fourth quarter of 2020 and the income tax benefit in the fourth quarter of 2019 included one-time tax benefits of US$7 million and US$19 million,that were recognized as a result of some of Changyou's subsidiaries having been granted preferential tax rates upon their receipt of Key National Software Enterprise status or Software Enterprise status.

Net Income/(Loss)

GAAP net lossfrom continuing operations attributable to Sohu.com Limited wasUS$55 million,or US$1.40loss per fully-diluted ADS. Non-GAAP netloss from continuing operations attributable to Sohu.com Limited was US$37 million,orUS$0.94 loss per fully-diluted ADS.

Excluding the impact of the additionalaccrual of withholding incometax described above,GAAP netincomefrom continuing operations attributable to Sohu.com Limited wasUS$33 million,ornet income of US$0.82per fully-diluted ADS,compared witha net lossof US$157 million in 2019; non-GAAP netincome from continuing operationsattributable to Sohu.com Limited was US$51million,or net incomeof US$1.29per fully-diluted ADS,compared witha net lossof US$128 million in2019.

Supplementary Information for Changyou Results

FourthQuarter 2020 Operating Results

For PC games,total average monthly active user accounts[4] (MAU) were 2.3 million,an increase of 5% year-over-year and 17% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were mainly driven by the successful launch of TLBB Vintage during the quarter,partially offset by the termination of operation of Warframe. Total quarterly aggregate active paying accounts[5] (APA) were 0.9 million,a decrease of 6% year-over-year and 4% quarter-over-quarter. The decreases were mainly due to the termination of operation of Warframe.

For mobile games,total average MAU were 2.4 million,a decrease of 35% year-over-year and quarter-over-quarter. Total quarterly APA were 0.6 million,a decrease of 46% year-over-year and 7% quarter-over-quarter. The decreases in MAU and APA compared with the fourth quarter of 2019 reflected the natural declining life cycles of Changyou's older games,including Legacy TLBB Mobile and TLBB Honor. Comparing with the third quarter of 2020,the decrease of MAU was mainly from Illusion Connect and the decrease of APA was mainly from TLBB Honor.

[4]Monthly active user accounts refers to the number of registered accounts that are logged in to these games at least once during the month.

[5]Quarterly aggregate active paying accounts refers to the number of accounts from which game points are utilized at least once during the quarter.

FourthQuarter 2020 Unaudited Financial Results

Total revenueswere US$199 million,an increase of 47% year-over-year and 91% quarter-over-quarter. Online game revenues were US$196 million,an increase of 49% year-over-year and 94% quarter-over-quarter. Online advertising revenues were US$3 million,a decrease of 23% year-over-year and 4% quarter-over-quarter.

GAAP and non-GAAP gross profit were both US$179 million,an increase of 78% year-over-year and 115% quarter-over-quarter.

GAAP operating expenseswere US$68 million,an increase of 28% year-over-year and quarter-over-quarter. The year-over-year increase was mainly due to an increase in licensing fees. The quarter-over-quarter increase was mainly due to an increase in licensing fees,as well as an increase in marketing and promotional spending for online games.

Non-GAAP operating expenseswere US$67 million,an increase of 32% year-over-year and 33% quarter-over-quarter.

GAAP operating profitwas US$110 million,compared with an operating profit of US$47 million for the fourth quarter of 2019 and US$30 million for the third quarter of 2020.

Non-GAAP operating profitwas US$112 million,compared with a non-GAAP operating profit of US$50 million for the fourth quarter of 2019 and US$33 million for the third quarter of 2020.

Fiscal Year 2020 Unaudited Financial Results

Total revenueswere US$548 million,an increase of 20% year-over-year. Online game revenues were US$537 million,an increase of 22% year-over-year. Online advertising revenues were US$12 million,a decrease of 15% year-over-year.

GAAP gross profit was US$453 million,an increase of 26% year-over-year. Non-GAAP gross profit was US$454 million,an increase of 26% year-over-year.

GAAP operating expenseswere US$228 million,an increase of 18% year-over-year. The year-over-year increase was mainly due to an increase in licensing fees,as well as an increase in share-based compensation expense as new share-based awards took effect in the fourth quarter of 2019.

Non-GAAP operating expenseswere US$216 million,an increase of 13% year-over-year.

GAAP operating profitwas US$226 million,compared with an operating profit of US$167 million for 2019.

Non-GAAP operating profitwas US$238 million,compared with a non-GAAP operating profit of US$169 million for 2019.

Business Outlook

For the first quarter of 2021,Sohu estimates:

Brand advertising revenues to be between US$27million and US$32 million; this implies an annual increase of 5% to 25% and a sequentialdecrease of 23% to 35%.

Online game revenues to be between US$137 million and US$147 million; this implies an annual increase of 3% to 10% and a sequential decrease of 25% to 30%.

Non-GAAP net income from continuing operations attributable to Sohu.com Limited to be between US$5 million and US$15 million; and GAAP net income from continuing operations attributable to Sohu.com Limited to be between US$1 million and US$11 million.

For the firstquarter 2021 guidance,the Company has adopted a presumed exchange rate of RMB6.54=US$1.00,as compared with the actual exchange rate of approximately RMB6.97=US$1.00 for the firstquarter of 2020,and RMB6.63=US$1.00for the fourthquarter of 2020.

This forecast reflects Sohu's management's current and preliminary view,which is subject to substantial uncertainty,particularly in view of the potential ongoing impact of the worldwide COVID-19 pandemic,which remains difficult to predict.

Non-GAAP Disclosure

To supplement the unaudited consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"),Sohu's management uses non-GAAP measures of gross profit,operating profit,net income,net income attributable to Sohu.com Limited and diluted net income attributable to Sohu.com Limited per ADS,which are adjusted from results based on GAAP to exclude the impact of the share-based awards,which consist mainly of share-based compensation expense and non-cash tax benefits from excess tax deductions related to share-based awards; changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values; an impairment charge recognized for investments unrelated to the Company's core businesses; income/expense from an adjustment of contingent consideration previously recorded for acquisitions; and interest expense recognized in connection with the Toll Charge imposed by the U.S. TCJA. These measures should be considered in addition to results prepared in accordance with GAAP,but should not be considered a substitute for,or superior to,GAAP results.

Sohu's management believes excluding share-based compensation expense,changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values; an impairment charge recognized for investments unrelated to the Company's core businesses; non-cash tax benefits from excess tax deductions related to share-based awards; income/expense from an adjustment of contingent consideration previously recorded for acquisitions; and interest recognized in connection with the Toll Charge from its non-GAAP financial measure is useful for itself and investors. Further,the impact of share-based compensation expense and changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values; impairment charge recognized for investments unrelated to the Company's core businesses;non-cash tax benefits from excess tax deductions related to share-based awards; income/expense from the adjustment of contingent consideration previously recorded for acquisitions; and interest expense recognized in connection with the Toll Charge cannot be anticipated by management and business line leaders and these expenses were not built into the annual budgets and quarterly forecasts that have been the basis for information Sohu provides to analysts and investors as guidance for future operating performance. As the impact of share-based compensation expense and changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values,an impairment charge recognized for investments unrelated to the Company's core businesses,non-cash tax benefits from excess tax deductions related to share-based awards,and income/expense from an adjustment of contingent consideration previously recorded for acquisitions does not involve subsequent cash outflow or is reflected in the cash flows at the equity transaction level,Sohu does not factor this impact in when evaluating and approving expenditures or when determining the allocation of its resources to its business segments. As a result,in general,the monthly financial results for internal reporting and any performance measures for commissions and bonuses are based on non-GAAP financial measures that exclude share-based compensation expense and changes in fair value recognized in the Company's consolidated statements of operations with respect to equity investments with readily determinable fair values,and income/expense from the adjustment of contingent consideration previously recorded for acquisitions,and also excluded the interest expense recognized in connection with the Toll Charge.

The non-GAAP financial measures are provided to enhance investors' overall understanding of Sohu's current financial performance and prospects for the future. A limitation of using non-GAAP gross profit,excluding share-based compensation expense,is that the impact of share-based awards and non-cash tax benefits from excess tax deductions related to share-based awards has been and will continue to be a significant recurring expense in Sohu's business for the foreseeable future,and income/expense from the adjustment of contingent consideration previously recorded for acquisitions may recur in the future. In order to mitigate these limitations Sohu has provided specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables include details on the reconciliation between the GAAP financial measures that are most directly comparable to the non-GAAP financial measures that have been presented.

Notes to Financial Information

Financial information in this press release other than the information indicated as being non-GAAP is derived from Sohu's unaudited financial statements prepared in accordance with GAAP.

Safe Harbor Statement

This announcement contains forward-looking statements. It is currently expected that the Business Outlook will not be updated until release of Sohu's next quarterly earnings announcement; however,Sohu reserves right to update its Business Outlook at any time for any reason. Statements that are not historical facts,including statements about Sohu's beliefs and expectations,are forward-looking statements. These statements are based on current plans,estimates and projections,and therefore you should not place undue reliance on them. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include,but are not limited to,instability in global financial and credit markets and its potential impact on the Chinese economy; exchange rate fluctuations,including their potential impact on the Chinese economy and on Sohu's reported US dollar results; recent slow-downs in the growth of the Chinese economy; the uncertain regulatory landscape in the People's Republic of China; fluctuations in Sohu's quarterly operating results; the possibilities that Sohu will be unable to recoup its investment in video content and that Changyou will be unable to develop a series of successful games for mobile platforms or successfully monetize mobile games it develops or acquires; Sohu's reliance on online advertising sales,online games and mobile services for its revenues; the impact of the U.S. TCJA; the effects of the COVID-19 virus on the economy in China in general and on Sohu's business in particular; the possibility that the pending Sogou Share Purchase and the pending previously-announced merger of Sogou with a subsidiary of Tencent (the "Sogou Merger") contemplated by an Agreement and Plan of Merger (the "Sogou Merger Agreement") with direct and indirect wholly-owned subsidiaries of Tencent will not occur as planned if events arise that result in the termination of the Share Purchase Agreement and/or the Sogou Merger Agreement,or if one or more of the various closing conditions to the Sogou Share Purchase and/or the Sogou Merger,including without limitation anti-trust clearance of the Sogou Share Purchase under PRC law,are not satisfied or waived. Further information regarding these and other risks is included in Sohu's annual report on Form 20-F for the year ended December 31,2019,and other filings with and information furnished to the Securities and Exchange Commission.

Conference Call and Webcast

Sohu's management team will host a conference call at 7:30 a.m. U.S. Eastern Time,February 4,2021 (8:30 p.m. Beijing/Hong Kong time,2021) following the quarterly results announcement. Participants can register for the conference call by navigating to http://apac.directeventreg.com/registration/event/9366048.Once preregistration has been completed,participants will receive dial-in numbers,an event passcode,and a unique registrant ID.

To join the conference,please dial the number you receive,enter the event passcode followed by your unique registrant ID,and you will be joined to the conference instantly. Please dial in 10 minutes before the call is scheduled to begin.

A telephone replay of the call will be available after the conclusion of the conference call at 10:30 a.m. Eastern Time February 4 through February 11,2021. The dial-in details for the telephone replay are:

International:

+1-646-254-3697

Passcode:

9366048

The live Webcast and archive of the conference call will be available on the Investor Relations section of Sohu's Website at http://investors.sohu.com/.

About Sohu.com

Sohu.com Limited (NASDAQ: SOHU) is China's premier online brand and indispensable to the daily life of millions of Chinese,providing a network of web properties and community based/web 2.0 products which offer the vast Sohu user community a broad array of choices regarding information,entertainment and communication. Sohu has built one of the most comprehensive matrices of Chinese language web properties and proprietary search engines,consisting of the mass portal and leading online media destination www.sohu.com; interactive search engine www.sogou.com;developer and operator of online gameswww.changyou.com/en/ and online video websitetv.sohu.com.

Sohu's corporate services consist of online brand advertising on Sohu's matrix of websites as well as bid listing and home page on its in-house developed search directory and engine. Sohu also provides multiple news and information services on mobile platforms,including Sohu News App and the mobile news portal m.sohu.com. Sohu's online game subsidiary Changyou develops and operates a diverse portfolio of PC and mobile games,such as Tian Long Ba Bu ("TLBB"),one of the most popular PC games in China. Changyou also owns and operates the 17173.com Website,a game information portal in China. Sohu's online search subsidiary Sogou (NYSE: SOGO) has grown to become the second largest search engine by mobile queries in China. It also owns and operates Sogou Input Method,the largest Chinese language input software. Sohu,established by Dr. Charles Zhang,one of China's internet pioneers,is in its twenty-fifth year of operation.

For investor and media inquiries,please contact:

In China:

Ms. Pu Huang

Sohu.com Limited

Tel:

+86 (10) 6272-6645

E-mail:

ir@contact.sohu.com

In the United States:

Ms. Linda Bergkamp

Christensen

Tel:

+1 (480) 614-3004

E-mail:

lbergkamp@christensenir.com

SOHU.COM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED,IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Three Months Ended

Twelve Months Ended

Dec. 31,2020

Sep. 30,2020

Dec. 31,2019

Dec. 31,2019

Revenues:

Brand advertising

$

41,810

$

41,094

$

41,640

$

146,526

$

175,056

Online games

196,063

101,324

131,689

536,684

440,902

Others

15,362

15,476

15,376

66,680

57,845

Total revenues

253,235

157,894

188,705

749,890

673,803

Cost of revenues:

Brand advertising (includes share-based

compensation expense of $-59,$240,$2,$177,and

$22,respectively)

28,836

28,459

28,677

105,604

126,406

Online games (includes share-based compensation

expense of $79,$151,$137,$543,and $120,

respectively)

19,154

20,024

33,181

91,526

88,992

Others

5,086

5,075

6,928

20,307

28,249

Total cost of revenues

53,076

53,558

68,786

217,437

243,647

Gross profit

200,159

104,336

119,919

532,453

430,156

Operating expenses:

Product development (includes share-based

compensation expense of $966,469,$1,992,$7,326,

and $1,365,respectively)

65,671

59,532

58,316

241,941

234,852

Sales and marketing (includes share-based

compensation expense of $-95,$496,$458,and $-

327,respectively)

51,945

40,250

43,789

159,787

204,665

General and administrative (includes share-based

compensation expense of $459,516,135,

$5,976,and $1,170,respectively)

15,696

15,176

15,475

57,354

54,591

Goodwill impairment and impairment of intangibles

via acquisitions of businesses

-

-

-

-

7,245

Total operating expenses

133,312

114,958

117,580

459,082

501,353

Operating profit/(loss)

66,847

(10,622)

2,339

73,371

(71,197)

Other income/(expense),net

1,738

7,859

(12,563)

25,993

7,963

Interest income

2,670

1,933

969

7,369

6,103

Interest expense

(1,176)

(1,352)

(2,501)

(6,234)

(14,370)

Exchange difference

(2,080)

(2,043)

(785)

(3,800)

1,430

Income/(loss) before income tax expense

67,999

(4,225)

(12,541)

96,699

(70,071)

Income tax expense/(benefit)

21,416

11,082

(2,908)

133,226

28,428

Net income/(loss) from continuing operations

46,583

(15,307)

(9,633)

(36,527)

(98,499)

Net income/(loss) from discontinued operations,net of

tax[6]

(9,212)

(42,181)

34,989

(91,793)

55,108

Net income/(loss)

37,371

(57,488)

25,356

(128,320)

(43,391)

Less: Net income/(loss) from continuing operations

attributable to the noncontrolling interest

shareholders

2

(50)

19,429

18,448

58,223

Less: Net income/(loss) from discontinued

operations attributable to the noncontrolling

interest shareholders

(6,119)

(27,874)

23,022

(60,656)

47,722

Net income/(loss) from continuing operations

attributable to Sohu.com Limited

46,581

(15,257)

(29,062)

(54,975)

(156,722)

Net income/(loss) from discontinued operations

attributable to Sohu.com Limited

(3,093)

(14,307)

11,967

(31,137)

7,386

Net income/(loss) attributable to Sohu.com Limited

43,488

(29,564)

(17,095)

(86,112)

(149,336)

Basic net income/(loss) from continuing operations per

ADS attributable to Sohu.com Limited

$

1.18

$

(0.39)

$

(0.74)

$

(1.39)

$

(3.99)

Basic net income/(loss) from discontinued operations

per ADS attributable to Sohu.com Limited

$

(0.08)

$

(0.36)

$

0.30

$

(0.79)

$

0.19

Basic net income/(loss) per ADS attributable to

Sohu.com Limited

$

1.10

$

(0.75)

$

(0.44)

$

(2.18)

$

(3.80)

ADS used in computing basic net income/(loss) per

ADS attributable to Sohu.com Limited

39,508

39,286

39,263

39,452

39,249

Diluted net income/(loss) from continuing operations

per ADS attributable to Sohu.com Limited

$

1.18

$

(0.39)

$

(0.75)

$

(1.40)

$

(4.01)

Diluted net income/(loss) from discontinued operations

per ADS attributable to Sohu.com Limited

$

(0.08)

$

(0.36)

$

0.30

$

(0.79)

$

0.18

Diluted net income/(loss) per ADS attributable to

Sohu.com Limited

$

1.10

$

(0.75)

$

(0.45)

$

(2.19)

$

(3.83)

ADS used in computing diluted net income/(loss) per

ADS attributable to Sohu.com Limited

39,249

[6] On September 29,the Company entered into a Share Purchase Agreement with Tencent's subsidiary TitanSupernova Limited ("Parent"),pursuant to which the Company's

wholly-owned subsidiary Sohu.com (Search) Limited agreed to sell all of the Sogou Class A ordinary shares and Sogou Class B ordinary shares owned by it to Parent at a purchase

price of $9.00 per share. In view of the Share Purchase Agreement,the results of operations for Sogou have been excluded from the Company's results from continuing operations in

the condensed consolidated statements of operations for the third quarter and are presented in separate line items as discontinued operations. Retrospective adjustments to the

historical statements have been made in order to provide a consistent basis of comparison. Unless indicated otherwise,results presented are related to continuing operations only.

SOHU.COM LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED,IN THOUSANDS)

As of Dec. 31,2020

As of Dec. 31,2019

ASSETS

Current assets:

Cash and cash equivalents

$

217,057

$

162,662

Restricted cash[7]

330,791

3,290

Short-term investments

100,745

321,483

Account receivables,net

87,521

126,081

Prepaid and other current assets

106,590

97,531

Held for sale assets (current) [8]

1,412,168

1,304,621

Total current assets

2,254,872

2,015,668

Long-term investments,net

31,634

30,987

Fixed assets,net

337,674

337,682

Goodwill

48,434

47,390

Intangible assets,net

4,842

9,922

Restricted time deposits

101,519

240

Prepaid non-current assets

1,006

1,882

Other assets

42,140

30,413

Held for sale assets (non-current) [8]

-

217,680

Total assets

$

2,822,121

$

2,691,864

LIABILITIES

Current liabilities:

Accounts payable

$

107,611

$

121,318

Accrued liabilities

157,513

157,861

Receipts in advance and deferred revenue

52,055

50,321

Accrued salary and benefits

100,826

86,666

Taxes payable

28,006

25,997

Short-term bank loans[7]

315,550

114,528

Other short-term liabilities

106,171

91,065

Held for sale liabilities (current)[8]

416,998

453,111

Total current liabilities

$

1,284,730

$

1,100,867

Long-term accounts payable

3,202

767

Long-term bank loans

92,000

-

Long-term tax liabilities[9]

406,353

277,544

Other long-term liabilities

3,855

83

Held for sale liabilities (non-current) [8]

-

5,686

Total long-term liabilities

$

505,410

$

284,080

Total liabilities

$

1,790,140

$

1,384,947

SHAREHOLDERS' EQUITY:

Sohu.com Limited shareholders' equity

347,369

428,454

Noncontrolling interest

684,612

878,463

Total shareholders' equity

$

1,031,981

$

1,306,917

Total liabilities and shareholders' equity

$

2,864

[7] In December 2020,to roll over matured offshore financing facilities,Changyou entered into a bank loan agreement pursuant to which it has drawn down U.S.

dollar-denominated loans in the aggregate amount of US$216 million that are secured by current restricted time deposits of RMB1.4 billion (approximately

US$215 million),as well as a mortgage on a building owned by Sohu. All of the loans carry a floating rate of interest based on the LIBOR. All of the loans are

due to be repaid,and accordingly the restricted time deposits released,in 2021.

[8] On September 29,the Company has entered into a Share Purchase Agreement with Tencent's subsidiary TitanSupernova Limited ("Parent"),pursuant

to which the Company's wholly-owned subsidiary Sohu.com (Search) Limited has agreed to sell all of the Sogou Class A ordinary share and Sogou Class B

ordinary shares owned by it to Parent at a purchase price of $9.00 per share. Sogou related assets and liabilities were classified as assets/liabilities held for sale.

[9] Following completion of the Changyou privatization,Changyou changed its policy for its PRC subsidiaries with respect to distribution of cash dividends. As

a result,Changyou recognized an additional accrual of withholding income tax of US$88 million in the second quarter of 2020.

SOHU.COM LIMITED

RECONCILIATIONS OF NON-GAAP RESULTS OFOPERATIONS MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES

(UNAUDITED,IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Three Months Ended Dec. 31,2020

Three Months Ended Sep. 30,2020

Three Months Ended Dec. 31,2019

GAAP

Non-GAAP

Adjustments

Non-

GAAP

GAAP

Non-GAAP

Adjustments

Non-

GAAP

GAAP

Non-GAAP

Adjustments

Non-

GAAP

(59)

(a)

240

(a)

2

(a)

Brand advertising gross profit

$

12,974

$

(59)

$

12,915

$

12,635

$

240

$

12,875

$

12,963

$

2

$

12,965

Brand advertising gross margin

31%

31%

31%

31%

31%

31%

79

(a)

151

(a)

137

(a)

Online games gross profit

$

176,909

$

79

$

176,988

$

81,300

$

151

$

81,451

$

98,508

$

137

$

98,645

Online games gross margin

90%

90%

80%

80%

75%

75%

-

(a)

-

(a)

-

(a)

Others gross profit

$

10,276

$

-

$

10,276

$

10,401

$

-

$

10,401

$

8,448

$

-

$

8,448

Others gross margin

67%

67%

67%

67%

55%

55%

20

(a)

391

(a)

139

(a)

Gross profit

$

200,159

$

20

$

200,179

$

104,336

$

391

$

104,727

$

119,919

$

139

$

120,058

Gross margin

79%

79%

66%

66%

64%

64%

Operating expenses

$

133,312

$

(1,330)

(a) $

131,982

$

114,958

$

(5,481)

(a) $

109,477

$

117,580

$

(3,128)

(a) $

114,452

1,350

(a)

5,872

(a)

3,267

(a)

Operating profit/(loss)

$

66,847

$

1,350

$

68,197

$

(10,622)

$

5,872

$

(4,750)

$

2,339

$

3,267

$

5,606

Operating margin

26%

27%

-7%

-3%

1%

3%

Income tax expense/(benefit)

$

21,416

$

(8)

(c,d)$

21,408

$

11,082

$

(642)

(c,d)$

10,440

$

(2,908)

$

(2,737)

(c,d)$

(5,645)

1,267

(a)

3,547

(c)

1,587

(c)

(2,490)

(c)

1,190

(d)

1,171

(d)

1,907

(d)

-

(e)

-

(e)

23,154

(e)

Net income/(loss) before non-

controlling interest

$

46,583

$

6,087

$

52,670

$

(15,307)

$

8,630

$

(6,677)

$

(9,633)

$

25,838

$

16,205

1,267

(a)

-

(b)

-

(b)

(2,688)

(b)

3,154

(e)

Net income/(loss) from

continuing operations

attributable to Sohu.com

Limited for diluted net loss per ADS

$

46,581

$

6,668

$

(15,257)

$

8,627)

$

(29,299)

$

23,150

$

(6,149)

Net income/(loss) from

discontinued operations

attributable to Sohu.com

Limited for diluted

net loss per ADS[10]

$

(3,093)

$

425

$

(2,668)

$

(14,307)

$

1,462

$

(12,845)

$

11,686

$

1,309

$

12,995

Net income/( loss) attributable

to Sohu.com Limited for

diluted net loss per ADS

$

43,488

$

6,512

$

50,000

$

(29,564)

$

10,092

$

(19,472)

$

(17,613)

$

24,459

$

6,846

Diluted net income/(loss) from

continuing operations per

ADS attributable to Sohu.com

Limited

$

1.18

$

1.33

$

(0.39)

$

(0.17)

$

(0.75)

$

(0.16)

Diluted net income/(loss) from

discontinued operations per

ADS attributable to Sohu.com

Limited

$

(0.08)

$

(0.06)

$

(0.36)

$

(0.33)

$

0.30

$

0.33

Diluted net income/(loss) per

ADS attributable to Sohu.com

Limited

$

1.10

$

1.27

$

(0.75)

$

(0.50)

$

(0.45)

$

0.17

Shares used in computing

diluted net income/(loss) per

ADS attributable to Sohu.com

Limited

39,396

Note:

(a)To eliminate the impact of share-based awards as measured using the fair value method. This adjustment does not have an impact on income tax expense.

(b) To adjust Sohu's economic interests in Changyou attributable to the above non-GAAP adjustments. This adjustment does not have an impact on income tax expense.

(c)To adjust for a change in the fair value of the Company's investment in Hylink and the income tax effect.

(d) To adjust for the effect of the U.S. TCJA.

(e) To adjust for the one-time impairment charge recognized for an investment unrelated to the Company's core businesses.

[10] On September 29,pursuant to which the Company's wholly-owned

subsidiary Sohu.com (Search) Limited has agreed to sell all of the Sogou Class A ordinary share and Sogou Class B ordinary shares owned by it to Parent at a purchase price of $9.00 per share. In view of

the Share Purchase Agreement,the results of operations for Sogou have been excluded from the Company's results from continuing operations in the condensed consolidated statements of operations

for the third quarter and are presented in separate line items as discontinued operations. Retrospective adjustments to the historical statements have been made in order to provide a consistent basis of

comparison. Unless indicated otherwise,results presented are related to continuing operations only.

SOHU.COM LIMITED

RECONCILIATIONS OF NON-GAAP RESULTS OF OPERATION MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES

(UNAUDITED,IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Twelve Months Ended Dec. 31,2020

Twelve Months Ended Dec. 31,2019

GAAP

Non-GAAP

Adjustments

Non-

GAAP

GAAP

Non-GAAP

Adjustments

Non-

GAAP

177

(a)

22

(a)

Brand advertising gross profit

$

40,922

$

177

$

41,099

$

48,650

$

22

$

48,672

Brand advertising gross margin

28%

28%

28%

28%

543

(a)

120

(a)

Online games gross profit

$

445,158

$

543

$

445,701

$

351,910

$

120

$

352,030

Online games gross margin

83%

83%

80%

80%

-

(a)

-

(a)

Others gross profit

$

46,373

$

-

$

46,373

$

29,596

$

-

$

29,596

Others gross margin

70%

70%

51%

51%

720

(a)

142

(a)

Gross profit

$

532,453

$

720

$

533,173

$

430,156

$

142

$

430,298

Gross margin

71%

71%

64%

64%

Operating expenses

$

459,082

$

(13,760)

(a) $

445,322

$

501,353

$

(2,208)

(a) $

499,145

14,480

(a)

2,350

(a)

Operating profit/(loss)

$

73,371

$

14,480

$

87,851

$

(71,197)

$

2,350

$

(68,847)

Operating margin

10%

12%

-11%

-10%

Income tax expense[11]

$

133,226

$

(5,985)

(c,d)$

127,241

$

28,428

$

(8,549)

(c,d) $

19,879

14,350

(a)

660

(c)

(1,992)

(c)

6,205

(d)

7,887

(d)

-

(e)

23,154

(e)

Net loss before non-controlling interest

(36,527)

21,345

(15,182)

(98,499)

31,399

(67,100)

14,350

(a)

(2,868)

(b)

(2,069)

(b)

660

(c)

(1,154

(e)

Net loss from continuing operations

attributable to Sohu.com Limited for

diluted net loss per ADS

$

(55,365)

$

18,477

$

(36,888)

$

(157,282)

$

29,330

$

(127,952)

Net income/(loss) from discontinued

operations attributable to Sohu.com

Limited for diluted net loss per ADS [12]

$

(31,139)

3,048

$

(28,091)

$

6,833

5,159

$

11,992

Net loss attributable to Sohu.com Limited

for diluted net loss per ADS

$

(86,504)

21,525

$

(64,979)

$

(150,449)

34,489

$

(115,960)

Diluted net loss from continuing

operations per ADS attributable to

Sohu.com Limited

$

(1.40)

$

(0.94)

$

(4.01)

$

(3.26)

Diluted net income/ (loss) from

discontinued operations per ADS attributable to

Sohu.com Limited

$

(0.79)

$

(0.71)

$

0.18

$

0.31

Diluted net loss per ADS attributable to

Sohu.com Limited.

$

(2.19)

$

(1.65)

$

(3.83)

$

(2.95)

ADS used in computing diluted net

income/(loss) per ADS attributable to

Sohu.com Limited

39,249

39,249

Note:

(a)To eliminate the impact of share-based awards as measured using the fair value method. This adjustment does not have an impact on income tax expense.

(b) To adjust Sohu's economic interests in Changyou attributable to the above non-GAAP adjustments. This adjustment does not have an impact on income tax expense.

(c)To adjust for a change in the fair value of the Company's investment in Hylink and the income tax effect.

(d) To adjust for the effect of the U.S. TCJA.

(e) To adjust for the one-time impairment charge recognized for an investment unrelated to the Company's core businesses.

[11] Following completion of the Changyou privatization,Changyou recognized an additional accrual of withholding income tax of US$88 million in the second quarter of 2020.

[12] On September 29,pursuant to

which the Company's wholly-owned subsidiary Sohu.com (Search) Limited has agreed to sell all of the Sogou Class A ordinary share and Sogou Class B

ordinary shares owned by it to Parent at a purchase price of $9.00 per share. In view of the Share Purchase Agreement,the results of operations for Sogou have

been excluded from the Company's results from continuing operations in the condensed consolidated statements of operations for the third quarter and are

presented in separate line items as discontinued operations. Retrospective adjustments to the historical statements have been made in order to provide a

consistent basis of comparison. Unless indicated otherwise,results presented are related to continuing operations only.

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