SEC Filing | SOHU.com Limited

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Form 20-F

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:

001-38511

SOHU.COM LIMITED

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Level 18, Sohu.com Media Plaza

Block 3, No. 2 Kexueyuan South Road, Haidian District

Beijing 100190

People’s Republic of China

(Address of principal executive offices)

Joanna Lv

Chief Financial Officer

Level 18, Sohu.com Media Plaza

Block 3, No. 2 Kexueyuan South Road, Haidian District

Beijing 100190

Telephone: (011)

8610-

6272

6666

Email:

IR@sohu-inc.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
American Depositary Shares, each representing one ordinary share, par value US$0.001 per share	SOHU	The NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 38,220,845 ordinary shares, par value $0.001 per share, as of December 31, 2021.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer ☐ Accelerated

filer

☒ Non-accelerated

filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.



U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

Table of Contents

TABLE OF CONTENTS


INTRODUCTION		1

FORWARD-LOOKING INFORMATION		2

PART I

Item 1.	Identity of Directors, Senior Management and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	59
Item 4A.	Unresolved Staff Comments	102
Item 5.	Operating and Financial Review and Prospects	102
Item 6.	Directors, Senior Management and Employees	117
Item 7.	Major Shareholders and Related Party Transactions	124
Item 8.	Financial Information	129
Item 9.	The Offer and Listing	129
Item 10.	Additional Information	129
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	140
Item 12.	Description of Securities Other than Equity Securities	141

PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	142
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	142
Item 15.	Controls and Procedures	142
Item 16A.	Audit Committee Financial Expert	143
Item 16B.	Code of Ethics	143
Item 16C.	Principal Accountant Fees and Services	143
Item 16D.	Exemptions from the Listing Standards for Audit Committees	144
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	144
Item 16F.	Change in Registrant’s Certifying Accountant	144
Item 16G.	Corporate Governance	144
Item 16H.	Mine Safety Disclosure	144
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	144

PART III

Item 17.	Financial Statements	144
Item 18.	Financial Statements	144
Item 19.	Exhibits	146

SIGNATURES		152

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Introduction

In this annual report, except where the context otherwise requires and for purposes of this annual report only:

•

“we,” “us,” “our,” “our company,” “our Group,” the “Sohu Group,” the “Group,” and “Sohu” refer to Sohu.com Limited (or our predecessor Sohu.com Inc., as applicable) and, unless the context requires otherwise, include its subsidiaries and variable interest entities (“VIEs”). As described elsewhere in this annual report, we do not own the VIEs, and the results of the VIEs’ operations only accrue to us through contractual arrangements between the VIEs, and the VIEs’ nominee shareholders, and certain of our subsidiaries. Accordingly, in appropriate contexts we will describe the VIEs’ activities separately from those of our direct and indirect owned subsidiaries and our use of the terms “we,” “us,” and “our” may not include the VIEs in those contexts. Sohu.com Inc., a Delaware corporation, was dissolved on May 31, 2018 and Sohu.com Limited, which before then was a direct wholly-owned subsidiary of Sohu.com Inc., replaced Sohu.com Inc. as the

top-tier,

publicly-traded holding company of the Sohu Group. See “Information on the Company-History and Development of the Company” in Item 4 of this annual report.

•

“ADSs” refers to our American depositary shares, each of which represents one ordinary share, par value $0.001 per share;

•

“Changyou” refers to Changyou.com Limited, a Cayman Islands exempted company, and unless the context requires otherwise, includes its subsidiaries and VIEs;

•

“China,” the “PRC,” or “Mainland China” refers to the People’s Republic of China, and for the purpose of this annual report, excludes Hong Kong, Macau, and Taiwan;

•

“HNTE” refers to high and new technology enterprises;

•

“IVAS” refers to our Internet value-added services;

•

“IPO” refers to an initial public offering;

•

“KNSE” refers to key national software enterprises;

•

“Legacy TLBB Mobile” refers to a mobile game that Changyou developed based on the title and characters of Tian Long Ba Bu, which is operated by Tencent under license from Changyou and was launched in May 2017;

•

“Memorandum and Articles of Association” refers to our Amended and Restated Memorandum of Association and our Amended and Restated Articles of Association;

•

“MMORPGs” refers to massively multiplayer online role-playing games;

•

“Offshore” refers to nations and territories outside of Mainland China, and for this purpose includes Hong Kong, Macau, and Taiwan;

•

“PC games” refers to interactive online games that may be accessed and played simultaneously by hundreds of thousands of game players through personal computers with local game

client-end

access software installation requirements. In previous annual reports, we have sometimes used the terms “MMOGs” and “MMORPGs” when referring to these

client-end

installed games played through personal computers;

•

“PRC GAAP” refers to generally accepted accounting principles of the PRC;

•

“RMB” refers to the Renminbi, which is the legal currency of China;

•

“Sogou” refers to Sogou Inc., a Cayman Islands exempted company, and unless the context requires otherwise, includes its subsidiaries and VIEs;

•

“Tencent” refers to Tencent Holdings Limited and its subsidiaries under International Financial Reporting Standards;

•

“Tian Long Ba Bu,” refers to the popular novel of that name by the famous Chinese writer Louis Cha;

•

“TLBB” or “TLBB PC” refers to the PC game developed based on the title and characters of Tian Long Ba Bu;

•

“TLBB 3D” refers to a mobile game that was developed based on the title and characters of Tian Long Ba Bu;

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•

“TLBB Honor” refers to another mobile game that was developed based on the title and characters of Tian Long Ba Bu, which adopts an innovative portrait interface;

•

“U.S. GAAP” refers to generally accepted accounting principles in the United States;

•

“U.S. TCJA” refers to the U.S. Tax Cuts and Jobs Act signed into law on December 22, 2017; and

•

“VIE” refers to an entity that is a variable interest entity under U.S. GAAP, including a subsidiary of an entity that is a variable interest entity under U.S. GAAP.

This annual report on Form

20-F

includes our audited consolidated statements of comprehensive income/(loss) for the years ended December 31, 2019, 2020, and 2021 and audited consolidated balance sheets as of December 31, 2020 and 2021.

Our predecessor Sohu.com Inc. completed an IPO of shares of its common stock on NASDAQ on July 17, 2000. Following the dissolution of Sohu.com Inc. on May 31, 2018, our ADSs began trading on NASDAQ in place of the shares of common stock of Sohu.com Inc. under the same “SOHU” symbol under which Sohu.com Inc.’s shares had previously traded.

Changyou completed its IPO on NASDAQ in April 2009, trading under the symbol “CYOU.” On April 17, 2020, we acquired all outstanding shares of Changyou that we did not already beneficially own pursuant to the merger (the “Changyou Merger”) of an indirect newly-formed wholly-owned subsidiary (“Changyou Merger Co.”) with and into Changyou, with Changyou being the company surviving the Changyou Merger, and resulting in Changyou being delisted from NASDAQ and continuing as a privately-held company wholly-owned directly and indirectly by us.

Sogou completed its IPO on the New York Stock Exchange (the “NYSE”) in November 2017, trading under the symbol “SOGO.” On September 23, 2021, we completed the transactions contemplated by a Share Purchase Agreement, dated September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021, among us, our indirect wholly-owned subsidiary Sohu.com (Search) Limited (“Sohu Search”), and TitanSupernova Limited (“Tencent Merger Sub”), an indirect wholly-owned subsidiary of Tencent (as so amended, the “Tencent/Sohu Sogou Share Purchase Agreement”), in which Sohu Search sold all of the Class A ordinary shares of Sogou and Class B ordinary shares of Sogou owned by Sohu Search to Tencent Merger Sub at a purchase price of $9.00 per share (the “Tencent/Sohu Sogou Share Purchase”). We received gross consideration of approximately $1.18 billion in cash from the Tencent/Sohu Sogou Share Purchase. Also on September 23, 2021, shortly after the completion of the Tencent/Sohu Sogou Share Purchase, Tencent Merger Sub was merged with and into Sogou (the “Sogou Merger”) pursuant to a definitive Agreement and Plan of Merger, dated September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021 (as so amended, the “Sogou Merger Agreement”), among Sogou, Tencent Merger Sub, and two other wholly-owned subsidiaries of Tencent. As a result of the completion of the Tencent/Sohu Sogou Share Purchase and the Sogou Merger, we no longer have any beneficial ownership interest in Sogou. See “Item 4. Information on the Company—History and Development of the Company” for a more detailed description of the transactions contemplated by the Tencent/Sohu Sogou Share Purchase Agreement and the Sogou Merger Agreement.

FORWARD-LOOKING INFORMATION

This annual report on Form

20-F

contains “forward looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terms such as “may,” “will,” “expects,” “anticipates,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to” and similar expressions. The forward-looking statements made in this annual report relate only to events as of the date on which the statements are made. We undertake no obligation, beyond any that is required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though our situation will change in the future.

These forward-looking statements include, but are not limited to, the following:

•

our ability to maintain and strengthen our position as a leading Chinese online media, video, and game business group in China;

•

our expected development, launch and market acceptance of our products and services;

•

our various initiatives to implement our business strategies to expand our business;

•

our future business development, results of operations and financial condition;

•

the expected growth of and change in the online media, video, and game industries in China;

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•

the PRC government policies relating to the Internet and Internet content providers, including online media, video, and game developers and operators; and

•

the effect that PRC laws and regulations; PRC government policies; and the views of courts, arbitral tribunals, and other governmental authorities may have on our ability to rely on contractual rights to effect control and management of the VIEs that are consolidated with us and our ability to consolidate such VIEs’ results of operations, assets, and liabilities in our consolidated financial statements and/or to transfer the revenues of such VIEs to our corresponding PRC subsidiaries.

Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results, and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events may occur which will affect our results.

We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction with all other parts of this annual report, including the risk factors set forth in Item 3. See “Key Information-Risk Factors”

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.

KEY INFORMATION

Financial Information Related to VIEs and Sohu.com Limited

We do not own the VIEs that we consolidate in our financial statements. We consolidate the results of the VIEs and their subsidiaries under U.S. GAAP through our contractual arrangements with the VIEs and their nominee shareholders. For more details of such contractual arrangements, see Item 7 “Related Party Transactions - Contractual Arrangements with VIEs and their Shareholders” of this annual report.

Between our entry into the Tencent/Sohu Sogou Share Purchase Agreement on September 29, 2020 and the completion of the Tencent/Sohu Sogou Share Purchase on September 23, 2021, Sogou met the criteria for discontinued operations. Accordingly, the results of operations of Sogou and the gain of approximately $855 million, net of transaction and other costs, from its disposal 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. The financial position, results of operations, and cash flows in relation to the discontinued operations were therefore not disaggregated considering they will not constitute any part of our consolidated financial statements going forward after the completion of the Tencent/Sohu Sogou Share Purchase.

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The following table presents our condensed consolidating schedule of financial position for our

top-tier

publicly-traded holding company Sohu.com Limited (the “Company”), our wholly-owned subsidiaries (“WFOEs”) that are the primary beneficiaries of the VIEs under U.S. GAAP (the “Primary Beneficiaries of VIEs”), our other subsidiaries that are not the Primary Beneficiaries of VIEs (the “Other Subsidiaries”), and the VIEs and their subsidiaries that we consolidate as of the dates presented (in thousands):


	As of December 31, 2020
	Sohu.com Limited		Other Subsidiaries		Primary Beneficiaries of VIEs		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
ASSETS
Current assets:
Cash and cash equivalents	$	586		61,505		107,938		47,028		0			217,057
Restricted cash		0		112,028		217,552		1,211		0			330,791
Short-term investments		0		31,429		69,163		153		0			100,745
Accounts receivable, net		0		19,870		20,417		47,234		0			87,521
Prepaid and other current assets		1,609		9,932		110,316		15,385		(30,652	)		106,590
Intra-Group receivables due from the Company’s subsidiaries (1)		533,678		486,704		1,015,652		506,659		(2,542,693	)		0

Total current assets from continuing operations		535,873		721,468		1,541,038		617,670		(2,573,345	)		842,704

Assets held for sale (current)													1,412,168

Total current assets													2,254,872

Fixed assets, net		0		55,929		281,450		295		0			337,674
Investment in subsidiaries and VIEs (2)		0		898,680		347,153		0		(1,245,833	)		0
Restricted time deposits		0		19,924		81,595		0		0			101,519
Other non-current assets		22,036		22,324		15,945		69,284		(1,533	)		128,056

Total assets	$												2,822,121

LIABILITIES
Current liabilities:
Accounts payable	$	0		15,824		80,642		11,145		0			107,611
Accrued liabilities		1,739		13,677		95,209		46,888		0			157,513
Receipts in advance and deferred revenue		0		1,402		7,577		43,076		0			52,055
Accrued salary and benefits		138		48,396		44,594		7,698		0			100,826
Tax payables		0		4,322		19,262		4,422		0			28,006
Short-term bank loans		0		315,550		0		0		0			315,550
Intra-Group payables due to the Company’s subsidiaries (1)		0		1,216,889		975,205		350,599		(2,542,693	)		0
Other short-term liabilities		55		89,751		21,989		25,028		(30,652	)		106,171

Total current liabilities from continuing operations		1,932		1,705,811		1,244,478		488,856		(2,573,345	)		867,732

Liabilities held for sale (current)													416,998

Total current liabilities													1,284,730

Long-term other payables		0		0		3,202		0		0			3,202
Long-term bank loans		0		92,000		0		0		0			92,000
Long-term tax liabilities		158,507		16,119		0		14,134		0			188,760
Deferred tax liabilities		0		206,594		8,985		2,014		0			217,593
Deficit of investment in subsidiaries and VIEs		50,101		0		0		0		(50,101	)		0
Other non-current liabilities		0		84		3,485		1,819		(1,533	)		3,855

Total long-term liabilities		208,608		314,797		15,672		17,967		(51,634	)		505,410

Total liabilities	$												1,790,140

Commitments and contingencies
SHAREHOLDERS’ EQUITY
Total Sohu.com Limited shareholders’ equity													347,369
Noncontrolling interest													684,612

Total shareholders’ equity (2)													1,031,981

Total liabilities and shareholders’ equity	$												2,822,121

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	As of December 31, 2021
	Sohu.com Limited		Other Subsidiaries		Primary Beneficiaries of VIEs		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
ASSETS
Current assets:
Cash and cash equivalents	$	13,564		606,306		346,566		32,513		0			998,949
Restricted cash		0		0		1,969		0		0			1,969
Short-term investments		0		147,598		251,747		0		0			399,345
Accounts receivable, net		0		25,552		20,971		36,027		0			82,550
Prepaid and other current assets		723		13,224		74,528		18,836		0			107,311
Intra-Group receivables due from the Company’s subsidiaries (1)		539,677		670,362		837,566		647,330		(2,694,935	)		0

Total current assets		553,964		1,463,042		1,533,347		734,706		(2,694,935	)		1,590,124

Fixed assets, net		0		55,358		274,212		427		0			329,997
Investment in subsidiaries and VIEs (2)		918,243		779,717		562,971		0		(2,260,931	)		0
Long-term time deposits		0		0		189,007		0		0			189,007
Other non-current assets		22,036		9,469		19,976		86,744		(1,568	)		136,657

Total assets	$	1,494,243		2,307,586		2,579,513		821,877		(4,957,434	)		2,245,785

LIABILITIES
Current liabilities:
Accounts payable	$	0		21,301		53,821		12,325		0			87,447
Accrued liabilities		1,678		11,257		81,566		43,695		0			138,196
Receipts in advance and deferred revenue		0		4,938		6,259		45,844		0			57,041
Accrued salary and benefits		83		25,637		57,372		8,393		0			91,485
Tax payables		9		7,925		7,241		1,539		0			16,714
Intra-Group payables due to the Company’s subsidiaries (1)		36,912		1,011,224		1,184,312		462,487		(2,694,935	)		0
Other short-term liabilities		1,358		58,866		38,250		14,094		0			112,568

Total current liabilities		40,040		1,141,148		1,428,821		588,377		(2,694,935	)		503,451

Long-term other payables		0		0		3,922		0		0			3,922
Long-term tax liabilities		163,334		16,119		0		14,465		0			193,918
Deferred tax liabilities		0		237,116		8,726		3,323		0			249,165
Other non-current liabilities		0		0		2,960		1,750		(1,568	)		3,142

Total long-term liabilities		163,334		253,235		15,608		19,538		(1,568	)		450,147

Total liabilities	$	203,374		1,394,383		1,444,429		607,915		(2,696,503	)		953,598

Commitments and contingencies
SHAREHOLDERS’ EQUITY
Total Sohu.com Limited shareholders’ equity		1,290,869		911,936		1,135,084		213,962		(2,260,982	)		1,290,869
Noncontrolling interest		0		1,267		0		0		51			1,318

Total shareholders’ equity (2)		1,290,869		913,203		1,135,084		213,962		(2,260,931	)		1,292,187

Total liabilities and shareholders’ equity	$	1,494,243		2,307,586		2,579,513		821,877		(4,957,434	)		2,245,785

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The following table presents our condensed consolidating schedules of results of operations for the VIEs that we consolidate and other entities for the periods presented (in thousands):


	Year Ended December 31, 2019
	Sohu.com Limited			Other Subsidiaries			Primary Beneficiaries of VIEs			VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
Revenues:
Third-party revenues	$	0			111,548			79,972			482,283		0			673,803
Intra-Group revenues (3)		0			25,606			321,469			29,674		(376,749	)		0

Total revenues		0			137,154			401,441			511,957		(376,749	)		673,803
Cost of revenues:
Third-party cost of revenues		0			15,105			127,498			101,044		0			243,647
Intra-Group cost of revenues (3)		0			2,234			39,692			139,765		(181,691	)		0

Total cost of revenues		0			17,339			167,190			240,809		(181,691	)		243,647

Gross profit		0			119,815			234,251			271,148		(195,058	)		430,156
Operating expenses:
Third-party operating expenses		2,320			75,800			354,102			69,131		0			501,353
Intra-Group operating expenses (3)		0			4,260			6,044			184,799		(195,103	)		0

Total operating expenses		2,320			80,060			360,146			253,930		(195,103	)		501,353

Operating profit/(loss)		(2,320	)		39,755			(125,895	)		17,218		45			(71,197	)
Income/(loss) from subsidiaries and VIEs (2)		(167,657	)		(154,566	)		75,149			0		247,074			0
Non-operating income/(expense)		21,142			11,870			(36,770	)		4,929		(45	)		1,126

Income/(loss) before income tax expense		(148,835	)		(102,941	)		(87,516	)		22,147		247,074			(70,071	)
Income tax expense		7,887			6,493			11,508			2,540		0			28,428

Net income/(loss) from continuing operations		(156,722	)		(109,434	)		(99,024	)		19,607		247,074			(98,499	)
Less: Net income from continuing operations attributable to the noncontrolling interest shareholders		0			58,223			0			0		0			58,223

Net income/(loss) from continuing operations attributable to Sohu.com Limited		(156,722	)		(167,657	)		(99,024	)		19,607		247,074			(156,722	)
Net income from discontinued operations, net of tax																7,386

Net loss	$															(149,336	)

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	Year Ended December 31, 2020
	Sohu.com Limited			Other Subsidiaries			Primary Beneficiaries of VIEs		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
Revenues:
Third-party revenues	$	0			119,098			77,812		552,980		0			749,890
Intra-Group revenues (3)		0			19,598			390,062		30,207		(439,867	)		0

Total revenues		0			138,696			467,874		583,187		(439,867	)		749,890
Cost of revenues:
Third-party cost of revenues		0			24,674			99,430		93,333		0			217,437
Intra-Group cost of revenues (3)		0			4,376			34,280		141,717		(180,373	)		0

Total cost of revenues		0			29,050			133,710		235,050		(180,373	)		217,437

Gross profit		0			109,646			334,164		348,137		(259,494	)		532,453
Operating expenses:
Third-party operating expenses		1,613			95,727			310,759		50,983		0			459,082
Intra-Group operating expenses (3)		0			3,957			741		254,796		(259,494	)		0

Total operating expenses		1,613			99,684			311,500		305,779		(259,494	)		459,082

Operating profit/(loss)		(1,613	)		9,962			22,664		42,358		0			73,371
Income/(loss) from subsidiaries and VIEs (2)		(46,084	)		69,099			78,938		0		(101,953	)		0
Non-operating income/(expense)		(1,071	)		(3,948	)		24,679		3,668		0			23,328

Income/(loss) before income tax expense		(48,768	)		75,113			126,281		46,026		(101,953	)		96,699
Income tax expense		6,207			102,749			20,000		4,270		0			133,226

Net income/(loss) from continuing operations		(54,975	)		(27,636	)		106,281		41,756		(101,953	)		(36,527	)
Less: Net income from continuing operations attributable to the noncontrolling interest shareholders		0			18,448			0		0		0			18,448

Net income/(loss) from continuing operations attributable to Sohu.com Limited		(54,975	)		(46,084	)		106,281		41,756		(101,953	)		(54,975	)
Net loss from discontinued operations, net of tax															(31,137	)

Net loss	$														(86,112	)

Table of Contents


	Year Ended December 31, 2021
	Sohu.com Limited		Other Subsidiaries		Primary Beneficiaries of VIEs		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
Revenues:
Third-party revenues	$	0		90,830		79,923		664,823		0			835,576
Intra-Group revenues (3)		0		275,774		256,801		21,488		(554,063	)		0

Total revenues		0		366,604		336,724		686,311		(554,063	)		835,576
Cost of revenues:
Third-party cost of revenues		0		26,055		96,891		81,725		0			204,671
Intra-Group cost of revenues (3)		0		4,957		37,732		136,221		(178,910	)		0

Total cost of revenues		0		31,012		134,623		217,946		(178,910	)		204,671

Gross profit		0		335,592		202,101		468,365		(375,153	)		630,905