EX-99.(C)(2) 4 d887828dex99c2.htm EX-99.(C)(2) EX-99.(c)(2)

Exhibit (c) (2)

 

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Project Legend P R E L I M I N A R Y D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E J A N U A R Y 1 6 , 2 0 2 0 P R E L I M I N A R Y A N D C O N F I D E N T I A L | S U B J E C T T O F U R T H E R R E V I E W A N D R E V I S I O N


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Table of Contents Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 Selected Benchmarking Information 12 Selected Changyou Public Market Observations 15 Selected Sohu Public Market Observations 29 4. Glossary 33 5. Disclaimer 36


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 4. Glossary 33 5. Disclaimer 36


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Executive Summary Preliminary Proposal Overview Preliminary Implied Premiums to Historical Preliminary Summary of Proposal Value Unaffected ADS Trading Prices (dollars, RMB and ADS in millions, except per ADS values) Preliminary Selected Proposal Information Per ADS Proposal Consideration $10.00 Basic Shares Outstanding 53.6 Dilutive ADS [1] 0.4 Fully Diluted Shares Outstanding 54.0 Implied Equity Value $539.9 Cash, Restricted Cash and Cash Equivalents [2] (86.8) Short-Term Investments [2] (163.5) Loan to Sohu [3] (155.6) Wanda Plaza Book Value [4] (26.3) Net Matching Loan Liability [5] 36.6 Withholding Tax Payable [6] 123.4 Non-Controlling Interest [2] 1.6 Implied Enterprise Value (USD) $269.1 USD to RMB Exchange Rate as of 1/13/20 6.89 Implied Enterprise Value (RMB) ¥1,855.2 Preliminary Implied Proposal Multiples Corresponding Adjusted EBITDA Base Amount Implied Multiple LTM Ended 9/30/2019 [7] ¥1,186.2 1.6x CY 2019E [8] ¥1,221.2 1.5x CY 2020E [8] ¥762.8 2.4x CY 2021E [8] ¥541.7 3.4x (dollars per ADS in actuals) Unaffected Preliminary Preliminary Implied Premium Implied Premium of Per ADS Proposal of Per ADS Proposal Unaffected Average Closing / Consideration over Average Unaffected Consideration over Trading Period Closing Average Closing / Closing / Closing Average Closing / As of 9/6/19 [9] ADS Price [10] Closing ADS Price ADS Price [11] Closing ADS Price 1-Day Closing $5.92 68.9% 5-Day Average Closing $5.77 73.4% 10-Day Average Closing $5.73 74.4% 1-Month Average Closing $5.92 68.9% 3-Month Average Closing $8.12 23.2% 6-Month Average Closing [12] $12.74 (21.5%) $8.26 21.0% 1-Year Average Closing [12] $14.87 (32.8%) $7.96 25.6% 52-Week High—2/21/19 Closing [12] $21.81 (54.1%) $12.41 (19.4%) 52-Week Low—8/28/19 Closing $5.51 81.5% Source: Public filings, Capital IQ, Company management. Note: Changyou.com, Ltd. is referred to herein as the “Company” or “Changyou”. 1. Represents the net dilutive impact of an equivalent of 0.4 million ADS options outstanding based on the treasury method, per Company management. Per public filings and Company management, one ADS is equivalent to two Class A ordinary shares. 2. Per public filings in USD as of 9/30/2019. 3. Represents book value of loan between Changyou and Sohu as of 9/30/2019 as provided by Company management in USD. 4. Represents real estate owned by the Company and leased out to third parties. Company management has indicated that the net book value of RMB 181.4 million as of 9/30/2019 approximates fair value and to utilize this figure for purposes of our analyses. The net book value is converted from RMB to USD at an exchange rate of 6.87 conversion rate, per Company management. 5. Represents an arrangement between Changyou and Sohu whereby loans are provided by both parties such that Sohu receives RMB onshore and Changyou receives USD offshore loans. Net matching loan liability as of 9/30/19 provided in USD and calculated as matching liability less matching receivable. 6. Per Company management, the Company incurs withholding taxes at 5%-10% based on amounts distributed to shareholders and for offshore loans it enters into. Company management has indicated that the Company is likely to pay taxes at 7.5%, representing a total withholding tax liability of ~$123.4 million based on dividends previously paid as provided by Company management. 7. Historical Adjusted EBITDA per public filings, and converted from RMB to USD at an exchange rate of 6.86, per Company management.    8. Projected Adjusted EBITDA for the years 2019E, 2020E and 2021E are provided by Company management in RMB. 9. Sohu, the controlling shareholder of Changyou, announced its proposal to acquire the remaining Class A shares or ADSs of Changyou not currently owned for $5.00 per Class A share or $10.00 per ADS on 9/9/19. Changyou announced its receipt of this proposal on 9/6/19 in a 6-K filed on 9/9/19. 10. Per Capital IQ. 11. Represents Changyou’s closing ADS price assuming the 2019 Dividend was paid on 9/6/2019. Furthermore, assumes the impact on stock price is equivalent to the dividend amount per ADS and that there is no benefit or loss from reinvestment of the dividend proceeds. 12. Average closing / closing ADS price includes ADS prices prior to the payment of a special dividend of $9.40 per ADS on 6/3/2019. On the date of the dividend, the ADS closed $9.40 per ADS lower than the prior day close; as such, the average closing / closing ADS price for these time frames may not be comparable to recent ADS prices. If the closing ADS price on each day prior to 6/3/2019 was lowered by $9.40, the adjusted implied premium / (discount) would be 21.0%, 25.6% and (19.4%) for the 6-month average closing, 1-year average closing and 52-week high, respectively. Preliminary and Confidential | Subject to Further Review and Revision 4


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 4. Glossary 33 5. Disclaimer 36


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LTM 9/30/2019 1.5x – 3.5x $9.80 $16.17 sis Analy CY 2019E Companies EBITDA 1.5x – 3.5x $9.94 $16.50 lected Se Adjusted CY 2020E Preliminary 2.0x – 4.0x $9.11 $13.21 CY 2021E 2.5x – 4.5x $8.65 $11.57 Perpetual Growth Flow -5.0% – 5.0% $9.64 $11.74 Analysis Discount Rate Preliminary Discounted Cash 16.0% – 25.0% $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 Source: Company management, Capital IQ, Bloomberg, public filings. Note: Based on an equivalent of 53.6 million ADS outstanding and the net dilutive impact of an equivalent of 0.4 million ADS options outstanding based on the treasury method, per Company management. Per public filings and Company management, one ADS is equivalent to two Class A ordinary shares. Note: We understand that the Company is likely to continue to make shareholder distributions in the future, however, the valuation reference ranges do not include any reduction for withholding taxes of up to 10% incurred on distributions to shareholders. Preliminary and Confidential | Subject to Further Review and Revision 6


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Preliminary Financial Analyses Summary (cont.) Preliminary Implied Per ADS Value Reference Ranges (dollars, RMB and ADS in millions, except per ADS values) Preliminary Preliminary Preliminary Preliminary Preliminary Selected Companies Selected Companies Selected Companies Selected Companies Discounted Cash Flow Analysis Analysis Analysis Analysis Analysis LTM Ended 9/30/2019 CY 2019E CY 2020E CY 2021E Perpetual Growth Rate Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA -5.0% — 5.0% Discount Rate Corresponding Base Amount ¥1,186.2 ¥1,221.2 ¥762.8 ¥541.7 16.0% — 25.0% Selected Multiples Range 1.5x — 3.5x 1.5x — 3.5x 2.0x — 4.0x 2.5x — 4.5x Prelim. Implied Enterprise Value Reference Range (RMB) ¥1,779.3 — ¥4,151.7 ¥1,831.7 — ¥4,274.1 ¥1,525.6 — ¥3,051.1 ¥1,354.2 — ¥2,437.6 ¥1,720.3 — ¥2,504.5 RMB to USD Exchange Rate on 1/13/2020 [1] 0.145 — 0.145 0.145 — 0.145 0.145 — 0.145 0.145 — 0.145 0.145 — 0.145 Prelim. Implied Enterprise Value Reference Range (USD) $258.1 — $602.3 $265.7 — $620.1 $221.3 — $442.7 $196.5 — $353.7 $249.6 — $363.3 Cash, Restricted Cash and Cash Equivalents as of 9/30/2019 [2] 86.8 — 86.8 86.8 — 86.8 86.8 — 86.8 86.8 — 86.8 86.8 — 86.8 Short-Term Investments as of 9/30/2019 [2] 163.5 — 163.5 163.5 — 163.5 163.5 — 163.5 163.5 — 163.5 163.5 — 163.5 Loan to Sohu as of 9/30/2019 [3] 155.6 — 155.6 155.6 — 155.6 155.6 — 155.6 155.6 — 155.6 155.6 — 155.6 Wanda Plaza Book Value as of 9/30/2019 [4] 26.3 — 26.3 26.3 — 26.3 26.3 — 26.3 26.3 — 26.3 26.3 — 26.3 Prelim. Implied Total Enterprise Value Reference Range $690.5 — $1,034.6 $698.1 — $1,052.4 $653.6 $875.0 $628.8 $786.0 $681.9 — $795.7 Net Matching Loan Liability as of 9/30/2019 [5] (36.6) — (36.6) (36.6) — (36.6) (36.6) — (36.6) (36.6) — (36.6) (36.6) — (36.6) Withholding Tax Payable as of 9/30/2019 [6] (123.4) — (123.4) (123.4) — (123.4) (123.4) — (123.4) (123.4) — (123.4) (123.4) — (123.4) Non-Controlling Interests as of 9/30/2019 [2] (1.6) — (1.6) (1.6) — (1.6) (1.6) — (1.6) (1.6) — (1.6) (1.6) — (1.6) Prelim. Implied Total Equity Value Reference Range $528.9 — $873.1 $536.5 — $890.8 $492.1 — $713.4 $467.2 — $624.4 $520.3 — $634.1 ADS Outstanding [7] 54.0 — 54.0 54.0 — 54.0 54.0 — 54.0 54.0 — 54.0 54.0 — 54.0 Prelim. Implied Per ADS Value Reference Ranges $9.80 — $16.17 $9.94 — $16.50 $9.11 — $13.21 $8.65 — $11.57 $9.64 — $11.74 Source: Company management, Capital IQ, Bloomberg, public filings. Note: No particular weight was attributed to any analysis. Note: Valuation does not give consideration to expected 7.5% withholding tax on Company earnings that Company management expects to pay on future company distributions. 1. Per Capital IQ as of 1/13/2020. 2. Per public filings in USD as of 9/30/2019. 3. Represents book value of loan between Changyou and Sohu as of 9/30/2019 as provided by Company management in USD. 4. Represents real estate owned by the Company and leased out to third parties. Company management has indicated that the net book value of RMB 181.4 million as of 9/30/2019 approximates fair value and to utilize this figure for purposes of our analyses. The net book value is converted from RMB to USD at an exchange rate of 6.87 conversion rate, per Company management. 5. Represents an arrangement between Changyou and Sohu whereby loans are provided by both parties such that Sohu receives RMB onshore and Changyou receives USD offshore loans. Net matching loan liability as of 9/30/19 provided in USD and calculated as matching liability less matching receivable. 6. Per Company management, the Company incurs withholding taxes at 5%-10% based on amounts distributed to shareholders. Company management has indicated that the Company is likely to pay taxes at 7.5%, representing a total withholding tax liability of ~$123.4 million based on dividends previously paid. 7. Based on an equivalent of 53.6 million ADS outstanding and the net dilutive impact of an equivalent of 0.4 million ADS options outstanding based on the treasury method, per Company management. Per public filings and Company management, one ADS is equivalent to two Class A ordinary shares. Preliminary and Confidential | Subject to Further Review and Revision 7


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Preliminary Financial Analyses Selected Historical and Projected Financial Information (RMB in millions) Fiscal Year Ended December 31, LTM Ended Fiscal Year Ending December 31, CAGR CAGR 2016 2017 2018 9/30/2019 2019E 2020E 2021E 2022E 2023E 2024E 2016 to 2018 2018 to 2024E PC Game ¥1,822.6 ¥1,615.7 ¥1,565.0 ¥1,834.6 ¥1,635.6 ¥1,401.1 ¥1,205.3 ¥1,037.8 ¥894.5 -7.3% -8.9% Mobile Game 775.2 1,407.6 1,003.0 1,170.3 868.8 1,039.0 987.3 1,610.0 1,381.7 13.7% 5.5% Online Game 2,597.8 3,023.3 2,568.1 ¥2,768.5 3,004.9 2,504.3 2,440.1 2,192.5 2,647.8 2,276.2 -0.6% -2.0% Online Advertising 261.6 169.7                130.2 99.1 95.2 95.2 95.2 95.2 95.2 95.2 -29.4% -5.1% IVAS & Other 144.2 95.8                40.2 15.9 6.3 0.0 0.0 0.0 0.0 0.0 -47.2% -100.0% Revenues, Net [1] ¥3,003.6 ¥3,288.8 ¥2,738.5 ¥2,883.5 ¥3,106.5 ¥2,599.5 ¥2,535.3 ¥2,287.7 ¥2,743.0 ¥2,371.4 -4.5% -2.4% Growth % 462.7% 9.5% -16.7% 13.4% -16.3% -2.5% -9.8% 19.9% -13.5% Cost of Sales [1] (795.5) (532.5) (473.4) (534.6) (456.2) (365.1) (469.2) (398.5) (645.8) (488.3) Gross Profit ¥2,208.1 ¥2,756.3 ¥2,265.1 ¥2,348.8 ¥2,650.3 ¥2,234.5 ¥2,066.1 ¥1,889.2 ¥2,097.2 ¥1,883.1 Margin % 73.5% 83.8% 82.7% 81.5% 85.3% 86.0% 81.5% 82.6% 76.5% 79.4% Operating Expenses [1] (1,386.0) (1,436.4) (1,212.2) (1,272.6) (1,534.0) (1,572.7) (1,608.2) (1,524.0) (1,802.6) (1,704.4) Depreciation and Amortization 172.7 133.8 120.2 109.9 104.9 101.0 83.8 75.7 76.4 59.3 Total Adjustments [2] 30.2 18.7 9.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBITDA ¥1,024.9 ¥1,472.4 ¥1,182.8 ¥1,186.2 ¥1,221.2 ¥762.8 ¥541.7 ¥440.9 ¥371.1 ¥238.0 7.4% -23.5% Margin % 34.1% 44.8% 43.2% 41.1% 39.3% 29.3% 21.4% 19.3% 13.5% 10.0% Growth % -140.1% 43.7% -19.7% 3.2% -37.5% -29.0% -18.6% -15.8% -35.9% Depreciation and Amortization (172.7) (133.8) (120.2) (109.9) (104.9) (101.0) (83.8) (75.7) (76.4) (59.3) Adjusted EBIT ¥852.2 ¥1,338.6 ¥1,062.7 ¥1,076.3 ¥1,116.3 ¥661.8 ¥457.9 ¥365.2 ¥294.6 ¥178.7 11.7% -25.7% Margin % 28.4% 40.7% 38.8% 37.3% 35.9% 25.5% 18.1% 16.0% 10.7% 7.5% Additional Financial Information Capital Expenditures [3] ¥86.5 ¥24.3 ¥111.4 ¥21.8 ¥21.1 ¥37.5 ¥29.4 ¥42.7 ¥35.0 ¥38.3 Net Working Capital [4] (¥89.5) ¥78.1 (¥498.7) (¥794.5) (¥812.6) (¥743.8) (¥778.1) (¥763.7) (¥835.7) (¥800.3) Change in Net Working Capital [4] ¥56.0 ¥167.6 (¥576.8) (¥313.9) ¥68.8 (¥34.3) ¥14.4 (¥72.0) ¥35.4 Source: Company management, public filings. Note: Historical financials for 2016, 2017 and 2018 per public filings and have been converted from USD to RMB at exchange rates of 6.64, 6.76, 6.61, respectively, per Company management. LTM capital expenditures provided by company management in RMB. Per Company management, depreciation and amortization, capital expenditures and net working capital balances do not exclude the balances from the Cinema advertising business for 2016, 2017 and 2018. Historical financials for 2016, 2017, and 2018 include RaidCall business that was discontinued in 2019. 1. Historical financial results for the Cinema advertising business are not included as this business was wound down during the third quarter of 2019, as a result of Chinese courts granting a petition for bankruptcy relief. 2. Total Adjustments: Impairment Loss of Other Assets [5] ¥29.1 ¥19.8 ¥10.2 ¥0.0 ¥0.0 ¥0.0 ¥0.0 ¥0.0 ¥0.0 ¥0.0 Disposal (Gain)/Loss of Fixed Assets [6] 1.0 (1.1) (0.4) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Adjustments ¥30.2 ¥18.7 ¥9.8 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 3. Capital expenditures include purchases of intangible assets. 4. Net working capital figures per public filings as of 9/30/2019 and in USD. They have been converted to RMB using 6.94, 6.53, 6.86 and 6.87 for 2016, 2017, 2018 and last twelve months respectively, per Company management. 5. Represents impairment of license fee and prepaid sharing revenue. 6. Represents gains and losses from disposing the Company’s operating assets such as servers, IT equipment, etc. 8 Preliminary and Confidential | Subject to Further Review and Revision


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Preliminary Financial Analyses Preliminary Selected Companies Analysis (dollars in millions, except per share / ADS values) Share / ADS Equity Market Enterprise Enterprise Value [1] to Adjusted EBITDA Selected Company Country Exchange Price [2] Value [2,3] Value [2,3] LTM CY 2019E CY 2020E CY 2021E Friend Times Inc. China Hong Kong Stock Exchange $0.14 $305.8 $260.1 4.4x NA NA NA Gravity Co., Ltd. South Korea Nasdaq $34.68 241.0 136.7 2.5x NA NA NA GungHo Online Entertainment, Inc. Japan Tokyo Stock Exchange $20.33 1,416.9 704.1 2.1x 2.4x 3.2x 4.4x IGG Inc Singapore Hong Kong Stock Exchange $0.83 1,068.3 816.7 4.4x 4.8x 4.5x 4.1x Webzen Inc. South Korea KOSDAQ (Korea) $14.05 437.2 238.0 5.0x 4.7x 3.6x 2.9x Low 2.1x 2.4x 3.2x 2.9x High 5.0x 4.8x 4.5x 4.4x Median 4.4x 4.7x 3.6x 4.1x Mean 3.7x 4.0x 3.7x 3.8x Chan you (Current as of 1/13/2020) China Nasdaq $10.32 $550.2 $301.4 2.1x 2.2x 2.0x 1.9x Chan you (Unaffected as of 9/6/2019) [4] China Nasdaq $5.92 $316.4 $101.2 0.6x 0.7x 0.7x 0.6x Source: Bloomberg, Public filings and Capital IQ. Note: No company used in this analysis for comparative purposes is identical to the Company. 1. Enterprise value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalents. 2. Based on closing prices as of 1/13/2020. 3. Based on diluted shares. 4. Sohu, the controlling shareholder of Chan you, announced its proposal to acquire the remaining Class A shares or ADSs of Chan you not currently owned for $5.00 per Class A share or $10.00 per ADS on 9/9/19. Chan you announced its receipt of this proposal on 9/6/19 in a 6-K filed on 9/9/19. Preliminary and Confidential | Subject to Further Review and Revision 9


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Preliminary Financial Analyses Preliminary Discounted Cash Flow Analysis (RMB in millions) Projected Fiscal Year Ending December 31, Terminal Value Discount Implied 2024E Adjusted EBITDA 2019E [1] 2020E 2021E 2022E 2023E 2024E Assumptions Rate Terminal Multiple [4] Revenues, Net ¥908.4 ¥2,599.5 ¥2,535.3 ¥2,287.7 ¥2,743.0 ¥2,371.4 ¥2,371.4 -5.00% 0.00% 5.00% Growth % 13.4% -16.3% -2.5% -9.8% 19.9% -13.5% 16.0% 3.4x 4.7x 7.1x 18.3% 3.1x 4.1x 6.0x Cost of Sales (38.6) (365.1) (469.2) (398.5) (645.8) (488.3) (488.3) 20.5% 2.8x 3.7x 5.2x Operating Expenses (579.2) (1,572.7) (1,608.2) (1,524.0) (1,802.6) (1,704.4) (1,683.4) 22.8% 2.6x 3.4x 4.6x Adjusted EBIT ¥290.7 ¥661.8 ¥457.9 ¥365.2 ¥294.6 ¥178.7 ¥199.7 25.0% 2.5x 3.1x 4.1x Taxes [2] (46.5) (105.9) (73.3) (58.4) (47.1) (28.6) (32.0) Unlevered Earnings ¥244.1 ¥555.9 ¥384.6 ¥306.8 ¥247.5 ¥150.1 ¥167.8 Depreciation and Amortization 24.1 101.0 83.8 75.7 76.4 59.3 38.3 Discount PV of Terminal Value Capital Expenditures [3] (1.5) (37.5) (29.4) (42.7) (35.0) (38.3) (38.3) Rate as a % of Enterprise Value Change in Net Working Capital 18.1 (68.8) 34.3 (14.4) 72.0 (35.4) (2.5) -5.00% 0.00% 5.00% Unlevered Free Cash Flows ¥284.8 ¥550.5 ¥473.3 ¥325.4 ¥360.9 ¥135.8 ¥165.3 16.0% 18.6% 24.0% 32.5% 18.3% 16.3% 20.7% 27.4% Present Value PV of Terminal Value Based 20.5% 14.3% 17.9% 23.3% of Cash Flows on Perpetual Growth Rate for Implied Enterprise Value 22.8% 12.7% 15.7% 20.0% Discount Rate (2019—2024) 2024 Unlevered Free Cash Flow 25.0% 11.2% 13.8% 17.3% -5.00% 0.00% 5.00% -5.00% 0.00% 5.00% 16.0% ¥1,691.1 ¥385.5 ¥532.6 ¥813.4 ¥2,076.6 ¥2,223.7 ¥2,504.5 18.3% ¥1,645.9 ¥319.6 ¥428.6 ¥619.8 ¥1,965.4 ¥2,074.4 ¥2,265.7 20.5% ¥1,603.6 + ¥267.9 ¥350.7 ¥487.1 = ¥1,871.5 ¥1,954.4 ¥2,090.7 22.8% ¥1,564.1 ¥226.6 ¥291.0 ¥391.6 ¥1,790.7 ¥1,855.1 ¥1,955.7 25.0% ¥1,527.0 ¥193.3 ¥244.2 ¥320.5 ¥1,720.3 ¥1,771.2 ¥1,847.5 Source: Company management, public filings. Note: Present values as of 1/13/2020. 1. Represents a 3.0-month stub period. 2019E figures converted from USD to RMB assuming conversion ratio equal to the LTM period ended 9/30/2019, 6.86. 2. Tax rate at 16.0%, per Company management. 3. Capital expenditures includes purchases of intangible assets. 4. Implied from corresponding discount rate and 2024E growth rate. 10 Preliminary and Confidential | Subject to Further Review and Revision


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 Selected Benchmarking Information 12 Selected Chan you Public Market Observations 15 Selected Sohu Public Market Observations 29 4. Glossary 33 5. Disclaimer 36


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 Selected Benchmarking Information 12 Selected Chan you Public Market Observations 15 Selected Sohu Public Market Observations 29 4. Glossary 33 5. Disclaimer 36


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Selected Benchmarking Information Size Size [1] Leverage Liquidity (LTM Revenue, millions) (Enterprise Value as of 1/13/20, millions) (Debt to LTM Adjusted EBITDA as of 1/13/20) (Current Ratio as of 1/13/20) GungHo Online Entertainment $1,022.8 IGG Inc $816.7 Chan you 0.0% GungHo Online Entertainment 6.6 IGG Inc $715.0 GungHo Online Entertainment $704.1 Gravity Co., Ltd. 0.0% Webzen Inc. 5.9 Chan you $420.1 Chan you $301.4 IGG Inc 0.0% FriendTimes Inc. 3.9 Gravity Co., Ltd. $348.0 FriendTimes Inc. $260.1 FriendTimes Inc. 0.1% IGG Inc 2.8 FriendTimes Inc. $229.7 Webzen Inc. $238.0 GungHo Online Entertainment 0.7% Gravity Co., Ltd. 2.5 Webzen Inc. $158.7 Gravity Co., Ltd. $136.7 Webzen Inc. 4.2% Chan you 1.2 Chan you (Unaffected) [2] $101.2 ############# Historical Growth Historical Growth Projected Growth Projected Growth (CY 2016 to CY 2018 Revenue) (CY 2017 to CY 2018 Revenue) (CY 2018 to CY 2019E Revenue) (CY 2018 to CY 2020E Revenue) Gravity Co., Ltd. 136.2% FriendTimes Inc. 109.1% GungHo Online Entertainment 16.9% GungHo Online Entertainment -0.4% FriendTimes Inc. 60.4% Gravity Co., Ltd. 102.5% Chan you 13.4% IGG Inc -1.5% IGG Inc 52.5% Webzen Inc. 31.6% IGG Inc -5.0% Webzen Inc. -1.8% Webzen Inc. -0.3% IGG Inc 23.3% Webzen Inc. -17.6% Chan you -2.6% Chan you -4.5% GungHo Online Entertainment -0.2% FriendTimes Inc. NA FriendTimes Inc. NA GungHo Online Entertainment -9.5% Chan you -16.7% Gravity Co., Ltd. NA Gravity Co., Ltd. NA ############# -100000000000000.0% Projected Growth Historical Growth Historical Growth Projected Growth (CY 2018 to CY 2021E Revenue) (CY 2016 to CY 2018 Adjusted EBITDA) (CY 2017 to CY 2018 Adjusted EBITDA) (CY 2018 to CY 2019E Adjusted EBITDA) Webzen Inc. 4.2% Gravity Co., Ltd. 184.1% FriendTimes Inc. 143.9% GungHo Online Entertainment 17.1% IGG Inc 0.4% FriendTimes Inc. 99.1% Gravity Co., Ltd. 140.8% Chan you 3.2% GungHo Online Entertainment -1.7% IGG Inc 71.6% Webzen Inc. 43.1% Webzen Inc. -22.3% Chan you -2.5% Webzen Inc. 10.1% IGG Inc 30.6% IGG Inc -26.8% FriendTimes Inc. NA Chan you 7.4% Chan you -19.7% FriendTimes Inc. NA Gravity Co., Ltd. NA GungHo Online Entertainment -24.3% GungHo Online Entertainment -21.7% Gravity Co., Ltd. NA ############# ############# Source: Company management, public filings, Capital IQ, Bloomberg. Note: No company used in this analysis for comparative purposes is identical to the Company. Note: Historical and projected Chan you financial results do not include the Cinema advertising business as the business was wound down during the third quarter of 2019 as a result of Chinese courts granting a petition for bankruptcy relief. 1. Per public filings for the period ended 9/30/2019. 2. Based on price per ADS as of 9/6/2019. 13 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Benchmarking Information (cont.) Projected Growth Projected Growth Profitability Profitability (CY 2018 to CY 2020E Adjusted EBITDA) (CY 2018 to CY 2021E Adjusted EBITDA) (LTM Adjusted EBITDA to LTM Revenue) (CY 2019E Adjusted EBITDA to CY 2019E Revenue) Webzen Inc. 0.7% Webzen Inc. 8.6% Chan you 41.1% Chan you 39.3% GungHo Online Entertainment -6.1% IGG Inc -5.1% GungHo Online Entertainment 32.4% Webzen Inc. 32.5% IGG Inc -11.1% GungHo Online Entertainment -14.3% Webzen Inc. 30.2% GungHo Online Entertainment 30.3% Chan you -19.7% Chan you -22.9% IGG Inc 26.0% IGG Inc 23.8% FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. 25.9% FriendTimes Inc. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA Gravity Co., Ltd. 15.5% Gravity Co., Ltd. NA ############# ############# ############# Profitability Profitability Relative Depreciation (CY 2020E Adjusted EBITDA to CY 2020E Revenue) (CY 2021E Adjusted EBITDA to CY 2021E Revenue) (LTM Depr. to LTM Adjusted EBITDA) Webzen Inc. 36.2% Webzen Inc. 38.9% FriendTimes Inc. 1.4% Chan you 29.3% IGG Inc 26.1% IGG Inc 2.0% GungHo Online Entertainment 26.9% Chan you 21.4% Gravity Co., Ltd. 3.2% IGG Inc 25.1% GungHo Online Entertainment 20.0% GungHo Online Entertainment, Inc 4.2% FriendTimes Inc. NA FriendTimes Inc. NA Chan you 9.3% Gravity Co., Ltd. NA Gravity Co., Ltd. NA Webzen Inc. 12.9% -100000000000000.0% Source: Company management, public filings, Capital IQ, Bloomberg. Note: No company used in this analysis for comparative purposes is identical to the Company. Note: Historical and projected Chan you financial results do not include the Cinema advertising business as the business was wound down during the third quarter of 2019 as a result of Chinese courts granting a petition for bankruptcy relief. 14 Preliminary and Confidential | Subject to Further Review and Revision


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 Selected Benchmarking Information 12 Selected Chan you Public Market Observations 15 Selected Sohu Public Market Observations 29 4. Glossary 33 5. Disclaimer 36


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Selected Chan you Public Market Observations Trading Snapshot Market Trading Overview (dollars and ADS in millions, except per ADS values and where otherwise noted) Current Unaffected Current Unaffected ADS Price ADS Price As of As of Public Market Enterprise Value as of 1/13/20 as of 9/6/19 Price Per ADS [5] 1/13/20 9/6/19 Closing ADS Price $10.32 $5.92 10-Day Average $9.96 $5.73 ADS Outstanding [1] 53.3 53.2 1-Month Average $9.87 $5.92 Dilutive ADS [1] 0.1 0.2 3-Month Average $9.68 $8.12 Fully Diluted ADS 53.3 53.4 6-Month Average $8.77 $12.74 Market Value of Equity $550.2 $316.4 52-Week High $21.81 $21.81 Non-Controlling Interest [2] 1.6 1.6 52-Week Low $5.51 $5.51 Cash, Restricted Cash and Cash Equivalents [2] (86.8) (136.7) Short-Term Investments [2] (163.5) (80.2) Public Market Enterprise Value $301.4 $101.2 Current Unaffected ADS Price ADS Price Other Market Information [5] Implied Multiples as of 1/13/20 as of 9/6/19 90-Day Average Daily Trading Value $3.1 $2.9 Enterprise Value / Adjusted EBITDA % of Market Value of Equity 0.56% 0.91% LTM [3] 2.1x 0.6x 90-Day Average Daily Trading Volume (in thousands) 323.6 253.9 CY 2019E [4] 2.2x 0.7x % of ADSs Outstanding 0.61% 0.48% CY 2020E [4] 2.0x 0.7x % of Public Float 1.87% 1.46% CY 2021E [4] 1.9x 0.6x Selected Number of Analysts Covering the Company [6] 5 5 Total Public Float [7] 17.4 17.4 % of Total ADSs Outstanding 32.6% 32.6% Source: Public filings, Capital IQ, Bloomberg, Wall Street Equity Research. Note: The above information reflects the most recent publicly available information. 1. ADS price as of 9/6/2019 represents an equivalent of 53.2 million ADS outstanding and the net dilutive impact of an equivalent of 0.2 million ADS options outstanding based on the treasury method as of June 30, 2019. ADS price as of 1/13/2020 represents an equivalent of 53.3 million ADS outstanding and the net dilutive impact of an equivalent of 0.1 million ADS options outstanding based on the treasury method as of September 30, 2019. Per public filings and Company management, one ADS is equivalent to two Class A ordinary shares. 2. Per public filings’ balance sheets as of 9/30/2019 for ADS price as of 1/13/2019 and as of 6/30/2019 for unaffected ADS price as of 9/6/2019. 3. Per public filings for the period ended 9/30/2019 for ADS price as of 1/13/2019 and the period ended 6/30/2019 for unaffected ADS price as of 9/6/2019. 4. Implied 2019E, 2020E and 2021E multiples for as of 1/13/20 and as of 9/6/2019 reflect most recent Wall Street Equity Research estimates as of 1/13/2020. 5. Per Capital IQ as of 1/13/2020. 6. Analyst coverage provided by Bank of America Merrill Lynch, Jefferies, Morgan Stanley, Citi and Credit Suisse. 7. Represents ADS held by shareholders other than Sohu, per Capital IQ and public filings. 16 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Two-Year ADS Trading Activity Prior to Unaffected Date ADS Price Performance Prior to Unaffected Date (9/6/2017 – 9/7/2019) Chan you released its Q4 earnings results $45.00 and revenue and net income missed consensus estimates by 3.7% and 23.8%, respectively, due to weaker-than-expected $40.00 performance by Legacy TLBB $35.00 Payment of special dividend of $9.40 per ADS on 4/27/2018 Payment of special dividend of (“2018 Dividend”). Closing ADS $9.40 per ADS on 6/3/2019 $30.00 price on 4/27/2018 was $18.97, (“2019 Dividend”). Closing ADS representing a decrease of price on 6/3/2019 was $8.96, $10.53 from the prior day close. representing a decrease of $25.00 $9.40 from the prior day close. $20.00 $15.00 $10.00 $10.24 $8.00 $5.00 $0.00 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Chan you Adjusted Closing ADS Price [1] Chan you Closing ADS Price Unaffected 2-Year Average Adjusted Closing ADS Price Unaffected 1-Year Average Adjusted Closing ADS Price Source: Capital IQ, public filings. 1. Represents Changyou’s closing ADS price assuming the 2018 Dividend and 2019 Dividend are paid on 9/6/2017. Furthermore, assumes the impact on stock price is equivalent to the dividend amount per ADS and that there is no benefit or loss from reinvestment of the dividend proceeds. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Relative Total Stockholder Return Relative Total Return Since Unaffected Date (9/6/2019) 1-Year 2-Year 3-Year Total Return Total Return Total Return Since Proposal 9/6/18—9/6/19 9/6/17—9/6/19 9/6/16—9/6/19 (9/9/19 – 1/13/20) Chan you (10.5%) (54.6%) (27.4%) 200.0% MSCI China Index 2.7% (0.5%) 28.4% Received non-binding proposal S&P 500 Index 5.6% 25.7% 59.2% from Mr. Charles Zhang, chairman of the Company, for $42.10 per ADS on 5/22/2017, representing a 9% premium to the prior day close price 11.1% 150.0% 15.6% 16.7% 100.0% 50.0% Sep-16 Jan-17 May-17 Sep-17 Dec-17 Apr-18 Aug-18 Dec-18 Apr-19 Aug-19 Dec-19 Chan you Index MSCI China Index S&P 500 Index Source: Bloomberg, public information.


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Selected Chan you Public Market Observations Historical Trading Multiples LTM EV/Adjusted EBITDA 12.0x Median LTM EV/Adj. EBITDA 10.0x Chan you: 3.8x Selected Companies: 6.1x 8.0x 6.0x 4.0x 2.0x 0.0x Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 EV/Adj. EBITDA of Changyou.Com Ltd. Average EV/Adj. EBITDA of Selected Companies [1] 3-Year Median EV/Adj. EBITDA of Changyou.Com Ltd. 3-Year Median EV/Adj. EBITDA of Selected Companies [1] NFY EV/Adjusted EBITDA 10.0x Median NFY EV/Adj. EBITDA Chan you: 3.9x 8.0x Selected Companies: 6.1x 6.0x 4.0x 2.0x 0.0x Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 EV/Adj. EBITDA of Changyou.Com Ltd. Average EV/Adj. EBITDA of Selected Companies [1] 3-Year Median EV/Adj. EBITDA of Changyou.Com Ltd. 3-Year Median EV/Adj. EBITDA of Selected Companies [1] Source: Capital IQ. 1. Refer to page 9 for Selected Companies. Preliminary and Confidential | Subject to Further Review and Revision 19


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Selected Chan you Public Market Observations Historical Trading Activity Information From 2018 Dividend to 2019 Dividend (4/27/2018 – 5/31/2019) Total Volume: 48.0mm Average VWAP: $17.60 37.2% 18.0% 15.0% 11.7% 8.4% 7.8% 2.0% $12.00- $13.50- $15.00- $16.50- $18.00- $19.50- $21.00- $13.49 $14.99 $16.49 $17.99 $19.49 $20.99 $22.50 Source: Bloomberg. Note: Trading activity represented by daily volume-weighted average price (VWAP) amounts and volumes per Bloomberg. Preliminary and Confidential | Subject to Further Review and Revision 20


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Selected Chan you Public Market Observations Historical Trading Activity Information From 2019 Dividend to Unaffected Date (6/3/2019 – 9/6/2019) Total Volume: 14.2 mm Average VWAP: $8.21 31.3% 18.9% 18.2% 17.9% 8.3% 5.5% $5.00- $6.00- $7.00- $8.00- $9.00- $10.00- $5.99 $6.99 $7.99 $8.99 $9.99 $11.00 Source: Bloomberg. Note: Trading activity represented by daily volume-weighted average price (VWAP) amounts and volumes per Bloomberg. Preliminary and Confidential | Subject to Further Review and Revision 21


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Selected Chan you Public Market Observations Timeline and ADS Trading History ADS Price (USD) Volume (mm) $50.00 3.5 $45.00 3.0 $40.00 Unaffected ADS Price as of 9/6/20191 = $5.92 $35.00 2.5 E $30.00 2.0 $25.00 G 1.5 $20.00 $15.00 1.0 $10.00 K $5.00 0.5 $0.00 0.0 Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 ADS Close Price Unaffected ADS Close Price as of 9/6/2019 Selected Events Event Date Comment Event Date Comment Chan you announced Q4 earnings results and its net profit came in Chan you distributed the special cash dividend announced on April A 2/21/2017 F 4/26/2018 21.0% above expectations due to increased expense control. 5, 2018. Chan you received a preliminary non-binding proposal from Chan you announced the Q4 results of FY 2018 which was in line B 5/22/2017 Chairman Charles Zhang to acquire all of the outstanding ordinary G 2/1/2019 with consensus estimates. shares of Chan you for $42.10 per ADS. Chan you announced the resignation of Jasmine Zhou as Chief C 7/31/2017 H 4/29/2019 Chan you declared a special cash dividend of $9.40 per ADS. Financial Officer. Chan you released its Q4 earnings results and revenue and net Chan you distributed the special cash dividend announced on April income missed consensus estimates by 3.7% and 23.8%, I 6/3/2019 D 1/29/2018 29, 2019. respectively, due to weaker-than-expected performance by Legacy TLBB. Changyou’s indirect wholly-owned subsidiary Shanghai Jingmao J 7/23/2019 Culture Communication filed a voluntary petition in a court for relief E 4/5/2018 Chan you declared a special cash dividend of $9.40 per ADS. under the bankruptcy laws of the PRC. Chan you received a preliminary non-binding proposal from K 9/9/2019 Sohu.com Limited to acquire all of the outstanding ordinary shares not already owned by Sohu for a purchase price of $10.00 per ADS. Source: Capital IQ, public information 1. Chan you announced the going private proposal following the close of the market on 9/6/2019. 22 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Selected Equity Research Analyst Commentary Date of Price Share Valuation Selected Analyst Recommendation Commentary Report Target Price1 Approach Multiple “We expect Chan you game revenue and profit growth to lag peers’ due to its November Morgan 2020E Underweight $10.00 $9.48 weaker game pipeline. Its flagship mobile game, Legacy TLBB, is losing 3.0x 19, 2019 Stanley EV/EBITDA momentum, while the upcoming game pipeline is uncertain.” “We think as the flagship title in Chinese MMORPG genre, TLBB PC and Legacy mobile versions have both entered the mature stage in which core user community remains stable while monetization can be occasionally boosted by November Credit Neutral $10.00 $9.70 major content upgrades (e.g. new version, new system and new game-play) and 2020E P/E 5.0x 6, 2019 Suisse promotional activities (e.g. anniversary, rebate). We expect TLBB PC to shrink 7% QoQ due to difficult seasonality, while TLBB Mobile to remain largely the same QoQ in 3Q19.” “As the Company has started to launch new games, we expect total revenue to Bank of resume growth in 2020 despite the restructuring of the cinema ad business, November America NA NA $9.72 driven by continued growth of the core online game business. We model 16% NA NA 5, 2019 Merrill YoY growth in online game sales, assuming TLBB PC game to be largely stable Lynch and new mobile games to add incremental revenue.” “Company provided 4Q19 revenue guidance of USD100-110m, with the mid- PEG 0.7x points 17% ahead our estimates. Online games revenue is expected to reach November Jefferies Underperform $7.70 $9.63 US$95-105m vs our estimates at US$86m. Non-GAAP net income is expected 4, 2019 Implied 2019E to reach US$27-32m, ahead our estimates at US$17m. We estimate PC version of TLBB to decline by about 7% QoQ mainly due to reduced promotion.” & 2020E P/E 4.0x “For 4Q19, we model total revs of US$104.7mn, vs. guidance of US$100- $10.00 $9.63 110mn. This included online game revenue of US$101.7mn, vs. guidance of November US$95-105mn. With DMD launching in 4Q/1Q20 (not in 4Q guidance), TLBB Citi Neutral 2020E P/E 4.0x 4, 2019 Honor will support sequential games revs growth partially offset by the QoQ decline in TLBB PC. We model non-GAAP net income of US$31.5mn, comparing to guidance of US$27-32mn.” Prior to Proposal “(Chan you) has launched a number of different versions for TLBB including one PEG in PC and two versions in mobile, which we think another new franchise is 0.7x August 5, needed to drive revenue growth in 2020. For Legacy TLBB, we estimate it Jefferies Underperform $6.70 $7.53 Implied 2019E 2019 remains stable in revenue benefiting from regular content updates…The winding down of loss making cinema advertising business should help the overall & 2020E P/E 4.0x profitability of Chan you.” “Game revenue grew 8% YoY, the first positive growth since2Q18, driven by the August 5, Morgan Underweight $10.00 $7.53 strong operation of legacy titles. Opex was also kept under control. Despite 2019E 3.0x 2019 Stanley 2019e P/E of 3.5x being around the trough level, we remain UW, due to EV/EBITDA Changyou’s weaker game pipeline compared with its peers’.: Source: Capital IQ, Wall Street research and public filings. 1. Reflects closing share price on the previous trading date before the date of report. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Selected Equity Research Analyst Observations – Revenue (dollars in millions) Fiscal Year Ending December 31, Revenue 2019E 2020E 2021E Bank of America $452.0 $461.0 $519.0 Jefferies $459.0 $460.0 $468.0 Morgan Stanley $456.0 $398.0 $380.0 Citi $458.0 $470.0 $475.0 Credit Suisse $458.6 $399.6 NA Low $452.0 $398.0 $380.0 High $459.0 $470.0 $519.0 Median $458.0 $460.0 $471.5 Mean $456.7 $437.7 $460.5 Company Management Projections [1] $449.7 $371.1 $362.2 % of Median 98.2% 80.7% 76.8% Source: Bloomberg, Capital IQ, Wall Street research, public filings, Company management. Note: Company management projections do not include revenue from the Cinema advertising segment, which was terminated in 2019 due to significant losses in the past two fiscal years. 1. Reflects forward exchange rates of 6.91, 7.01 and 7.00 RMB to USD for 2019E, 2020E and 2021E, respectively. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Selected Equity Research Analyst Observations – Adjusted EBITDA (dollars in millions) Fiscal Year Ending December 31, Adjusted EBITDA 2019E 2020E 2021E Bank of America $132.4 $199.0 $240.3 Margin % 29.3% 43.2% 46.3% Jefferies Estimates $130.0 $132.0 $130.0 Margin % 28.5% 33.2% 34.2% Morgan Stanley $157.0 $130.0 $118.0 Margin % 34.4% 32.7% 31.1% Citi $136.0 $160.0 $146.0 Margin % 29.7% 34.0% 30.7% Credit Suisse $139.4 $123.9 NA Margin % 30.4% 31.0% NA Low $130.0 $123.9 $118.0 High $157.0 $199.0 $240.3 Median $136.0 $132.0 $138.0 Mean $139.0 $149.0 $158.6 Company Management Projections [1] $176.8 $108.9 $77.4 % of Median 130.0% 82.5% 56.1% Margin % 39.3% 29.3% 21.4% Source: Bloomberg, Capital IQ, Wall Street research, public filings, Company management. Note: Company management projections do not include financial results from the Cinema advertising business as the business was wound down during the third quarter of 2019 as a result of Chinese courts granting a petition for bankruptcy relief. 1. Reflects forward exchange rates of 6.91, 7.01 and 7.00 RMB to USD for 2019E, 2020E and 2021E respectively, per Bloomberg. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Ownership Summary (shares and ADSs in millions) Current Class A Class B Total ADS Ownership % ADSs Held [1] Shares [1] + Shares [2] = Shares Equiv. [3] Economic [4] Voting [5] Unaffiliated Insider Holdings Sohu.com Limited 35.9 1.5 70.3 71.8 35.9 66.9% 95.2% Public Holdings Maso Capital Partners 3.0 6.0 — 6.0 3.0 5.6% 0.8% 16.8% BlueCrest Capital Management 2.8 5.6 — 5.6 2.8 5.3% 0.8% 15.9% Renaissance Technologies 1.2 2.5 — 2.5 1.2 2.3% 0.3% 7.0% Invesco 1.2 2.4 — 2.4 1.2 2.2% 0.3% 6.7% All Other 9.5 19.0 — 19.0 9.5 17.8% 2.6% 53.6% Total Ordinary Shares/ADSs [6] 53.6 37.0 70.3 107.2 53.6 100.0% 100.0% 100.0% Economic Ownership % Voting Ownership % All Other, All Other, 17.8% 4.8% Invesco, 2.2% Renaissance Technologies, 2.3% BlueCrest Capital Management, Sohu.com 5.3% Limited, 66.9% Maso Capital Sohu.com Partners, 5.6% Limited, 95.2% Source: Capital IQ, public filings. 1. All of the outstanding Class A shares are held by Bank of New York Mellon, the depository for the Company’s ADS program. The ownership shown above reflects the number of Class A units that corresponds to the number of ADSs held by each party (each ADS reflects two Class A shares). 2. Sohu owns the entirety of the outstanding Class B shares. Each Class B share is convertible into one Class A share, and is entitled to ten votes compared to one vote per share for Class A shares. 3. ADS equivalent is calculated as total shares divided by two, per Company management. 4. Class B shares are convertible 1:1 to Class A shares; as such, economic ownership % is calculated based on total shares held by each party. 5. Class B shares are entitled to 10 votes and Class A shares are entitled to one vote. 6. Based on shares as of 9/30/2019 per public filings. 26 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Float and Trading Observations Public Float / Shares Outstanding 65.6% 57.1% 47.3% 48.0% 47.3% 40.7% 43.9% 32.6% 29.2% FriendTimes Inc. Gravity Co., Ltd. GungHo Online IGG Inc Webzen Inc. Mean Median Changyou.com Sohu.com Limited Entertainment, Inc. Limited 90-Day Average Daily Volume / Public Float 2.1% 2.0% 1.9% 1.8% 1.2% 1.3% 1.2% 0.8% 0.5% FriendTimes Inc. Gravity Co., Ltd. GungHo Online IGG Inc Webzen Inc. Mean Median Changyou.com Sohu.com Limited Entertainment, Inc. Limited Source: Capital IQ as of 1/13/2020. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Chan you Public Market Observations Float and Trading Observations (cont.) Average Daily Volume/ Shares Outstanding 1.1% 0.9% 0.7% 0.8% 0.7% 0.6% 0.6% 0.4% 0.2% FriendTimes Inc. Gravity Co., Ltd. GungHo Online IGG Inc Webzen Inc. Mean Median Changyou.com Sohu.com Limited Entertainment, Inc. Limited 90-Day Average Daily Value (Dollars in millions) $17.1 $7.0 $5.6 $4.0 $3.1 $1.9 $1.7 $1.9 $0.4 FriendTimes Inc. Gravity Co., Ltd. GungHo Online IGG Inc Webzen Inc. Mean Median Changyou.com Sohu.com Limited Entertainment, Inc. Limited Source: Capital IQ as of 1/13/2020. Preliminary and Confidential | Subject to Further Review and Revision


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 Selected Benchmarking Information 12 Selected Chan you Public Market Observations 15 Selected Sohu Public Market Observations 29 4. Glossary 33 5. Disclaimer 36


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Selected Sohu Public Market Observations Trading Snapshot Market Trading Overview (dollars and shares in millions, except per share values and where otherwise noted) Current Current Share Price Share Price Public Market Enterprise Value as of 1/13/20 Price Per Share [5] as of 1/13/20 Closing Share Price $14.15 10-Day Average $12.58 Shares Outstanding [1] 39.3 1-Month Average $11.88 Dilutive Shares 0.0 3-Month Average $10.79 Fully Diluted Shares Outstanding 39.3 6-Month Average $11.05 Market Value of Equity $555.4 52-Week High $18.88 Non-Controlling Interest [2] 837.8 52-Week Low $6.26 Long-Term Bank Loans 28.3 Cash, Restricted Cash and Cash Equivalents (258.1) Short-Term Investments (1,305.2) Public Market Enterprise Value ($141.9) Other Market Information [5] Adjusted EBITDA 90-Day Average Daily Trading Value $4.0 LTM [3] (0.1) % of Market Value of Equity 0.71% CY 2019E [4] 75.0 90-Day Average Daily Trading Volume (in thousands) 354.9 CY 2020E [4] 92.3 % of Shares Outstanding 0.91% CY 2021E [4] 123.0 % of Public Float 2.06% Selected Number of Analysts Covering the Company [6] 3 Total Public Float [7] 17.2 % of Total Shares Outstanding 43.9% Source: Public filings, Capital IQ, Bloomberg, Wall Street Equity Research. Note: The above information reflects the most recent publicly available information. 1. Share price as of 1/13/2020 reflects the 39.3 million share outstanding as of 930/2019. 2. Non-controlling interests in Sohu’s consolidated financial statements primarily consist of non-controlling interests for Sogou and Chan you, per public filings’ balance sheets as of 9/30/2019. 3. Per Capital IQ as of 1/13/2019. 4. Implied 2019E, 2020E and 2021E estimates reflect most recent Wall Street Equity Research estimates per Bloomberg as of 1/13/2020. 5. Per Capital IQ as of 1/13/2020. 6. Analyst coverage provided by Morgan Stanley, Citi and Benchmark. 7. Represents shares held by shareholders other than Photon Group Limited, Renaissance Technologies Corp, and other Insiders per Capital IQ and public filings. 30 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Sohu Public Market Observations Ownership Summary (shares in millions) Current Share Holders Shares Held Ownership % Total Public Holdings, Insider Holdings 67.6% Photon Group Limited 9.7 24.7% Renaissance Technologies Corp. 2.5 6.4% Zhang, Charles (Chairman & CEO) 0.3 0.7% Company Employees/Individual Insiders 0.2 0.6% Total Insider Holdings 12.7 32.4% Public Holdings Macquarie Investment Management Business Trust 8.0 20.4% Orbis Investment Management Limited 2.8 7.1% Public Sector Pension Investment Board 1.7 4.3% The Vanguard Group, Inc. 1.1 2.8% BlackRock, Inc. (NYSE:BLK) 0.9 2.2% Other Public Shareholders 12.1 30.7% Total Public Holdings 26.5 67.6% Photon Group Limited, Total Basic Shares Outstanding 39.3 100.0% Other Insider Holdings, 24.7% 1.3% Renaissance Technologies Corp., 6.4%


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Selected Sohu Public Market Observations Timeline and ADS Trading History Share Price (USD) Volume (mm) $45.00 4.0 $40.00 3.5 $35.00 3.0 $30.00 2.5 $25.00 2.0 $20.00 $15.00 1.5 1.0 $10.00 $5.00 0.5 $0.00 0.0 Jun-18 Aug-18 Oct-18 Dec-18 Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20 ADS Close Price Selected Events Event Date Comment Event Date Comment Sohu’s majority-owned subsidiary Chan you announces special cash Sohu announced Q2 earnings results and its net loss was in 68.8% E 4/29/2019 dividend of $9.40 per ADS for an amount payable to Sohu of A 7/30/2018 lower year over year driven by cost savings in the brand advertising approximately $337 million. business. Sohu announced Q2 earnings results and its net loss came in 9.1% F 8/5/2018 higher than consensus estimates driven by headwinds from a Sohu announced Q3 earnings results and its net loss came in 48.8% challenging macroeconomic environment. B 11/5/2018 lower than consensus estimates driven by the cost savings of Sohu Video and solid results from the online game business. Sohu announces delivery of a preliminary non-binding proposal to G 9/9/2019 acquire Changyou.com Limited for $10.00 per ADS, in cash. Sohu announced Q4 earnings results and its net loss came in 17.6% C 2/1/2019 higher than consensus estimates due to slightly down year over year Sohu announced Q2 earnings results and its net loss came in 43.0% revenue. H 11/4/2019 lower than consensus estimates driven by healthy growth in the search business and cost savings initiatives in Sohu Media and Sohu Video. Sohu announced Q1 earnings results and its net loss came in 5.9% D 4/29/2019 lower than consensus estimates driven by solid performance in its search and game businesses. Source: Capital IQ, public information.


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 4. Glossary 33 5. Disclaimer 36


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Glossary of Terms Definition Description Adjusted EBIT Earnings Before Interest and Taxes, adjusted for certain non-recurring items Adjusted EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain other non-recurring items ADS American Depository Shares CAGR Compound Annual Growth Rate Current Ratio Current Assets / Current Liabilities CY Calendar Year E Estimated EV Enterprise Value FY Fiscal Year FYE Fiscal Year Ending Latest Twelve Months or the Most Recently Completed 12-Month Period for which Financial Information has been LTM Made Public NA Not Available NMF Not Meaningful Figure NTM Next Twelve Months PV Present Value QoQ Quarter-Over-Quarter RMB Chines Yuan (Renminbi)


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Glossary of Terms Definition Description USD United States Dollar VWAP Volume-weighted Average Price WACC Weighted Average Cost of Capital YoY Year-Over-Year


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Page 1. Executive Summary 3 2. Preliminary Financial Analyses 5 3. Appendices 11 4. Glossary 33 5. Disclaimer 36


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Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Changyou.com Limited (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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Disclaimer (cont.) All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. 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