EX-99.(C)(3) 5 d887828dex99c3.htm EX-99.(C)(3) EX-99.(c)(3)

Exhibit (c) (3)

 

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Project Legend 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 2 3 , 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. Financial Analyses 9 3. Appendices 16 Selected Benchmarking Information 17 Selected Changyou Public Market Observations 19 4. Glossary 30 5. Disclaimer 33


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Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices 16 4. Glossary 30 5. Disclaimer 33


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Executive Summary Transaction Overview Summary of Transaction Value (dollars, RMB and ADS in millions, except per ADS values) Per ADS Transaction Consideration $10.80 Basic Shares Outstanding 53.6 Dilutive ADS [1] 2.5 Fully Diluted Shares Outstanding 56.1 Implied Equity Value $606.0 Cash, Restricted Cash and Cash Equivalents [2] (94.4) Short-Term Investments [2] (211.9) Loan to Sohu [3] (160.0) Wanda Plaza Book Value [4] (25.8) Net Matching Loan Liability [5] 1.2 Withholding Tax Payable [6] 123.4 Non-Controlling Interest [2] 1.6 Withholding Tax on Cash to be Distributed [7] 32.0 Present Value of Withholding Tax on Future Cash Flow [8] 13.0 Implied Enterprise Value (USD) $285.1 USD to RMB Exchange Rate as of 1/21/20 6.91 Implied Enterprise Value (RMB) ¥1,969.0 Implied Transaction Multiples Corresponding Adjusted EBITDA Base Amount Implied Multiples CY 2019 [9] ¥1,268.7 1.6x CY 2020E [10] ¥762.8 2.6x CY 2021E [10] ¥541.7 3.6x Implied Premiums to Historical Unaffected ADS Trading Prices (dollars per ADS in actuals) Average Adjusted Average Implied Premium Adjusted Implied Premium Closing / of Per ADS Transaction Closing / of Per ADS Transaction Unaffected Closing Consideration over Closing Consideration over Trading Period ADS Average Closing / ADS Average Closing / As of 9/6/19 [11] Price [12] Closing ADS Price Price [13] Closing ADS Price 1-Day Closing $5.92 82.4% 5-Day Average Closing $5.77 87.3% 10-Day Average Closing $5.73 88.4% 1-Month Average Closing $5.92 82.5% 3-Month Average Closing $8.12 33.1% 6-Month Average Closing $12.74 (15.2%) $8.26 30.7% 1-Year Average Closing $14.87 (27.4%) $7.96 35.7% 52-Week High—2/21/19 Closing $21.81 (50.5%) $12.41 (13.0%) 52-Week Low—8/28/19 Closing $5.51 96.0%


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Executive Summary Transaction Overview (cont.) 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 2.5 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 Company management in USD as of 12/31/2019. 3. Represents book value of loan between Changyou and Sohu as of 12/31/2019 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 180.2 million as of 12/31/2019 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 6.98 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 12/31/2019 provided in USD and calculated as matching liability less matching receivable. 6. Per Company management, the Company incurs withholding taxes based on amounts distributed to shareholders and through offshore loans. 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. Per Company management, the balance of all Company (i) onshore cash, restricted cash and cash equivalents, (ii) onshore short-term investments, and (iii) proceeds from the loan to Sohu will be paid out as dividends in the near term, and as such the withholding tax on cash to be distributed represents the amount to be reserved for future withholding taxes. 8. Per Company management, as consistent with historical precedents, the Company plans to continue to distribute future free cash flows to shareholders and/or enter into offshore loans, both of which incur withholding taxes. Per Company management, represents the midpoint of the present value (at a discount rate range of 16.0% to 25.0%) of withholding taxes on future distributions and offshore loans assuming all taxes accrued on free cash flows in the discrete forecast period are paid in 2024, distributions and offshore loans continue to be made into perpetuity, and withholding taxes are 7.5%. 9. Historical Adjusted EBITDA per Company management, and converted from RMB to USD at an exchange rate of 6.90, per Company management. 10. Projected Adjusted EBITDA for the years 2020E and 2021E are provided by Company management in RMB. 11. 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. 12. Per Capital IQ. 13. Represents Changyou’s closing ADS price adjusted for the 2019 Dividend paid on 6/3/2019. Assumes the impact on stock price prior to the 2019 Dividend is equivalent to the dividend amount per ADS and that there is no benefit or loss from reinvestment of the dividend proceeds.


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Selected Changes From the Special Committee Preliminary Discussion Materials Dated January 16, 2020 (dollars in millions, except per ADS values) January 16, 2020 January 23, 2020 Change (Market Data as of January 13, 2020) (Market Data as of January 21, 2020) Selected Companies Analysis Selected Adjusted EBITDA Multiples CY 2019 1.5x – 3.5x 1.5x – 3.5x 0.0x – 0.0x CY 2020E 2.0x – 4.0x 2.0x – 4.0x 0.0x – 0.0x CY 2021E 2.5x – 4.5x 2.5x – 4.5x 0.0x – 0.0x Discounted Cash Flow Analysis Selected Long-Term Growth Rate -5.0% – 5.0% -5.0% – 5.0% 0.0% – 0.0% Selected Discount Rate 16.0% – 25.0% 16.0% – 25.0% 0.0% – 0.0% Selected Financial Information 2019 Adjusted EBITDA ¥1,221.2 ¥1,268.7 ¥47.5 2020E Adjusted EBITDA ¥762.8 ¥762.8 ¥0.0 2021E Adjusted EBITDA ¥541.7 ¥541.7 ¥0.0 Implied Per ADS Reference Ranges Selected Companies Analysis Selected Adjusted EBITDA Multiples CY 2019 $9.94 – $16.50 $10.51 – $17.24 $0.57 – $0.74 CY 2020E $9.11 – $13.21 $9.53 – $13.65 $0.42 – $0.44 CY 2021E $8.65 – $11.57 $9.09 – $12.07 $0.44 – $0.50 Discounted Cash Flow Analysis $9.64 – $11.74 $9.44 – $11.74 $(0.20) – $0.00 • The report dated January 23, 2020 includes updated ADS counts reflecting fully diluted ADS of ~56.1 million compared to ~54.0 million in the report dated January 16, 2020. • For the report dated January 23, 2020, the Discounted Cash Flows analysis no longer includes the present value of the stub period for CY 2019 and instead includes the full year impact of CY 2020 as the first period.


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Selected Changes From the Special Committee Preliminary Discussion Materials Dated January 16, 2020 (dollars, RMB and ADS in millions, except per ADS values) January 16, 2020 January 23, 2020 (Balance Sheet as of (Balance Sheet as of September 30, 2019) Changes December 31, 2019) Non-Operating Assets/Liabilities Cash, Restricted Cash and Cash Equivalents [1] $86.8 $7.6 $94.4 Short-Term Investments [1] 163.5 48.4 211.9 Loan to Sohu [2] 155.6 4.4 160.0 Wanda Plaza Book Value [3] 26.3 + (0.5) = 25.8 Net Matching Loan Liability [4] (36.6) 35.4 (1.2) Non-Controlling Interest [1] (1.6) 0.0 (1.6) Withholding Tax Payable [5] (123.4) 0.0 (123.4) Withholding Tax on Cash to be Distributed [6] 0.0 (32.0) (32.0) Present Value of Withholding Tax on Future Cash Flow [7] 0.0 (13.0) (13.0) Sum of Non-Operating Assets/Liabilities $270.6 $50.3 $320.9 Per Diluted Share Amount [8] $4.82 $0.90 $5.72 Sources: Public filings, Company management. Note: Non-operating assets/liabilities per Company management as of 9/30/2019 for the report dated January 16, 2020 and as of 12/31/2019 for the report dated January 23, 2020. 1. Per Company management in USD. 2. Represents book value of loan between Changyou and Sohu as provided by Company management in USD. 3. Represents real estate owned by the Company and leased out to third parties. The net book value is converted from RMB to USD at exchange rates provided by Company management. 4. 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 provided in USD and calculated as matching liability less matching receivable. 5. Per Company management, the Company incurs withholding taxes based on amounts distributed to shareholders and through offshore loans. 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. 6. Per Company management, the balance of all Company (i) onshore cash, restricted cash and cash equivalents, (ii) onshore short-term investments, and (iii) proceeds from the loan to Sohu will be paid out as dividends in the near term, and as such the withholding tax on cash to be distributed represents the amount to be reserved for future withholding taxes. 7. Per Company management, as consistent with historical precedents, the Company plans to continue to distribute future free cash flows to shareholders and/or enter into offshore loans, both of which incur withholding taxes. Per Company management, represents the midpoint of the present value (at a discount rate range of 16.0% to 25.0%) of withholding taxes on future distributions and offshore loans assuming all taxes accrued on free cash flows in the discrete forecast period are paid in 2024, distributions and offshore loans continue to be made into perpetuity, and withholding taxes are 7.5%. 8. Based on an equivalent of 53.6 million ADS outstanding and the net dilutive impact of an equivalent of 2.5 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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Selected Changes From the Special Committee Preliminary Discussion Materials Dated January 16, 2020 (cont.) Additionally, since the Special Committee Discussion Materials Dated January 16, 2020, the following market changes have occurred with regards to the Selected Companies: Prior Materials dated 1/16/2020 Current Materials dated 1/23/2020 Market Data as of 1/13/2020 Market Data as of 1/21/2020 Change [1] Share/ADS Enterprise Value [1] to Adjusted EBITDA Share/ADS Enterprise Value [1] to Adjusted EBITDA Share/ADS Enterprise Value [2] to Adjusted EBITDA Selected Companies Price LTM CY 2019E CY 2020E CY 2021E Price LTM CY 2019E CY 2020E CY 2021E Price LTM CY 2019E CY 2020E CY 2021E FriendTimes Inc. $0.14 4.4x NA NA NA $0.14 4.6x NAA NAA NA N ($0.00) 0.2x NA NA NA Gravity Co., Ltd. $34.68 2.5x NA NA NA $35.55 2.8x NAA NAA NA N $0.87 0.2x NA NA NA GungHo Online Entertainment, Inc. $20.33 2.1x 2.4x 3.2x 4.4x $20.60 2.2x 2.4x 3.2x 4.5x $0.27 0.0x 0.0x 0.0x 0.1x IGG Inc $0.83 4.4x 4.8x 4.5x 4.1x $0.80 4.1x 4.5x 4.2x 3.9x ($0.03) (0.3x) (0.3x) (0.3x) (0.2x) Webzen Inc. $14.05 5.0x 4.7x 3.6x 2.9x $13.67 4.6x 4.4x 3.4x 2.7x ($0.38) (0.3x) (0.3x) (0.2x) (0.2x) Low 2.1x 2.4x 3.2x 2.9x 2.2x 2.4x 3.2x 2.7x 0.0x 0.0x 0.0x (0.2x) High 5.0x 4.8x 4.5x 4.4x 4.6x 4.5x 4.2x 4.5x (0.3x) (0.3x) (0.3x) 0.1x Median 4.4x 4.7x 3.6x 4.1x 4.1x 4.4x 3.4x 3.9x (0.3x) (0.3x) (0.2x) (0.2x) Mean 3.7x 4.0x 3.7x 3.8x 3.6x 3.8x 3.6x 3.7x (0.0x) (0.2x) (0.1x) (0.1x) Changyou $10.32 2.1x 2.2x 2.0x 1.9x $10.12 2.1x 2.1x 2.0x 1.8x ($0.20) (0.0x) (0.1x) (0.1x) (0.1x) Sources: Public filings, Capital IQ, Bloomberg. Note: No company used in this analysis for comparative purposes is identical to the Company. 1. Computed as Current Materials dated 1/23/2020 less Prior Materials dated 1/16/2020. 2. Enterprise value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalent. 8 Preliminary and Confidential | Subject to Further Review and Revision


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Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices 16 4. Glossary 30 5. Disclaimer 33


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Financial Analyses Summary Implied Per ADS Value Reference Ranges (dollars in actuals) Per ADS Transaction Consideration: $10.80 CY 2019 $10.51 $17.24 1.5x – 3.5x Analysis EBITDA CY 2020E $9.53 $13.65 Companies Adjusted 2.0x – 4.0x Selected CY 2021E $9.09 $12.07 2.5x – 4.5x Cash Perpetual Growth -5.0% – 5.0% Analysis $9.44 $11.74 Discount Rate Discounted Flow 16.0% – 25.0% $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 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 2.5 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


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Financial Analyses Summary (cont.) Implied Per ADS Value Reference Ranges (dollars, RMB and ADS in millions, except per ADS values) Selected Companies Selected Companies Selected Companies Discounted Cash Flow Analysis Analysis Analysis Analysis CY 2019 CY 2020E CY 2021E Perpetual Growth Rate Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA -5.0% — 5.0% Discount Rate Corresponding Base Amount ¥1,268.7 ¥762.8 ¥541.7 16.0% — 25.0% Selected Multiples Range 1.5x — 3.5x 2.0x — 4.0x 2.5x — 4.5x Implied Enterprise Value Reference Range (RMB) ¥1,903.1 — ¥4,440.5 ¥1,525.6 — ¥3,051.1 ¥1,354.2 — ¥2,437.6 ¥1,491.0 — ¥2,312.4 RMB to USD Exchange Rate on 1/21/2020 [1] 0.145 — 0.145 0.145 — 0.145 0.145 — 0.145 0.145 — 0.145 Implied Enterprise Value Reference Range (USD) $275.6 — $643.1 $220.9 — $441.9 $196.1 — $353.0 $215.9 — $334.9 Cash, Restricted Cash and Cash Equivalents as of 12/31/2019 [2] 94.4 — 94.4 94.4 — 94.4 94.4 — 94.4 94.4 — 94.4 Short-Term Investments as of 12/31/2019 [2] 211.9 — 211.9 211.9 — 211.9 211.9 — 211.9 211.9 — 211.9 Loan to Sohu as of 12/31/2019 [3] 160.0 — 160.0 160.0 — 160.0 160.0 — 160.0 160.0 — 160.0 Wanda Plaza Book Value as of 12/31/2019 [4] 25.8 — 25.8 25.8 — 25.8 25.8 — 25.8 25.8 — 25.8 Implied Total Enterprise Value Reference Range $767.7 — $1,135.2 $713.0 $934.0 $688.2 $845.1 $708.0 — $827.0 Net Matching Loan Liability as of 12/31/2019 [5] (1.2) — (1.2) (1.2) — (1.2) (1.2) — (1.2) (1.2) — (1.2) Withholding Tax Payable as of 12/31/2019 [6] (123.4) — (123.4) (123.4) — (123.4) (123.4) — (123.4) (123.4) — (123.4) Non-Controlling Interests as of 12/31/2019 [2] (1.6) — (1.6) (1.6) — (1.6) (1.6) — (1.6) (1.6) — (1.6) Withholding Tax on Cash to be Distributed [7] (32.0) — (32.0) (32.0) — (32.0) (32.0) — (32.0) (32.0) — (32.0) Present Value of Withholding Tax on Future Cash Flow [8] (20.0) — (9.8) (20.0) — (9.8) (20.0) — (9.8) (20.0) — (9.8) Implied Total Equity Value Reference Range $589.5 — $967.1 $534.8 — $765.9 $510.0 — $677.0 $529.8 — $658.9 ADS Outstanding [9] 56.1 — 56.1 56.1 — 56.1 56.1 — 56.1 56.1 — 56.1 Implied Per ADS Value Reference Ranges $10.51 — $17.24 $9.53 — $13.65 $9.09 — $12.07 $9.44 — $11.74 See following page for footnotes. Preliminary and Confidential | Subject to Further Review and Revision 11


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Financial Analyses Summary (cont.) Source: Company management, Capital IQ, Bloomberg, public filings. Note: No particular weight was attributed to any analysis. 1. Per Capital IQ as of 1/21/2020. 2. Per company management in USD as of 12/31/2019. 3. Represents book value of loan between Changyou and Sohu as of 12/31/2019 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 180.2 million as of 12/31/2019 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 6.98 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 12/31/19 provided in USD and calculated as matching liability less matching receivable. 6. Per Company management, the Company incurs withholding taxes based on amounts distributed to shareholders and through offshore loans. 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. Per Company management, the balance of all Company (i) onshore cash, restricted cash and cash equivalents, (ii) onshore short-term investments, and (iii) proceeds from the loan to Sohu will be paid out as dividends in the near term, and as such the withholding tax on cash to be distributed represents the amount to be reserved for future withholding taxes. 8. Per Company management, as consistent with historical precedents, the Company plans to continue to distribute future free cash flows to shareholders and/or enter into offshore loans, both of which incur withholding taxes. Per Company management, represents the midpoint of the present value (at a discount rate range of 16.0% to 25.0%) of withholding taxes on future distributions and offshore loans assuming all taxes accrued on free cash flows in the discrete forecast period are paid in 2024, distributions and offshore loans continue to be made into perpetuity, and withholding taxes are 7.5%. 9. Based on an equivalent of 53.6 million ADS outstanding and the net dilutive impact of an equivalent of 2.5 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.


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Financial Analyses Selected Historical and Projected Financial Information (RMB in millions) Fiscal Year Ended December 31, Fiscal Year Ending December 31, CAGR CAGR 2016 2017 2018 2019 2020E 2021E 2022E 2023E 2024E 2016 to 2019 2019 to 2024E PC Game ¥1,822.6 ¥1,615.7 ¥1,565.0 ¥1,849.1 ¥1,635.6 ¥1,401.1 ¥1,205.3 ¥1,037.8 ¥894.5 0.5% -13.5% Mobile Game 775.2 1,407.6 1,003.0 1,190.9 868.8 1,039.0 987.3 1,610.0 1,381.7 15.4% 3.0% Online Game 2,597.8 3,023.3 2,568.1 3,039.9 2,504.3 2,440.1 2,192.5 2,647.8 2,276.2 5.4% -5.6% Online Advertising 261.6 169.7 130.2 94.6 95.2 95.2 95.2 95.2 95.2 -28.8% 0.1% IVAS & Other 144.2 95.8 40.2 5.3 0.0 0.0 0.0 0.0 0.0 -66.8% NMF Revenues, Net [1] ¥3,003.6 ¥3,288.8 ¥2,738.5 ¥3,139.8 ¥2,599.5 ¥2,535.3 ¥2,287.7 ¥2,743.0 ¥2,371.4 1.5% -5.5% Growth % 462.7% 9.5% -16.7% 14.7% -16.3% -2.5% -9.8% 19.9% -13.5% Cost of Sales [1] (795.5) (532.5) (473.4) (656.9) (365.1) (469.2) (398.5) (645.8) (488.3) Gross Profit ¥2,208.1 ¥2,756.3 ¥2,265.1 ¥2,482.9 ¥2,234.5 ¥2,066.1 ¥1,889.2 ¥2,097.2 ¥1,883.1 Margin % 73.5% 83.8% 82.7% 79.1% 86.0% 81.5% 82.6% 76.5% 79.4% Operating Expenses [1] (1,386.0) (1,436.4) (1,212.2) (1,321.9) (1,572.7) (1,608.2) (1,524.0) (1,802.6) (1,704.4) Depreciation and Amortization 172.7 133.8 120.2 105.6 101.0 83.8 75.7 76.4 59.3 Total Adjustments [2] 30.2 18.7 9.8 2.1 0.0 0.0 0.0 0.0 0.0 Adjusted EBITDA ¥1,024.9 ¥1,472.4 ¥1,182.8 ¥1,268.7 ¥762.8 ¥541.7 ¥440.9 ¥371.1 ¥238.0 7.4% -28.4% Margin % 34.1% 44.8% 43.2% 40.4% 29.3% 21.4% 19.3% 13.5% 10.0% Growth % -140.1% 43.7% -19.7% 7.3% -37.5% -29.0% -18.6% -15.8% -35.9% Depreciation and Amortization (172.7) (133.8) (120.2) (105.6) (101.0) (83.8) (75.7) (76.4) (59.3) Adjusted EBIT ¥852.2 ¥1,338.6 ¥1,062.7 ¥1,163.1 ¥661.8 ¥457.9 ¥365.2 ¥294.6 ¥178.7 10.9% -31.2% Margin % 28.4% 40.7% 38.8% 37.0% 25.5% 18.1% 16.0% 10.7% 7.5% Additional Financial Information Capital Expenditures [3] ¥86.5 ¥24.3 ¥111.4 ¥8.5 ¥37.5 ¥29.4 ¥42.7 ¥35.0 ¥38.3 Net Working Capital [4] (¥89.5) ¥78.1 (¥498.7) (¥766.5) (¥743.8) (¥778.1) (¥763.7) (¥835.7) (¥800.3) Change in Net Working Capital [4] ¥56.0 ¥167.6 (¥576.8) (¥267.8) ¥22.7 (¥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, and 6.61, respectively, per Company management. Historical financials for 2019 per Company management and have been converted from USD to RMB at an exchange rate of 6.89. 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 the 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 ¥2.1 ¥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 Total Adjustments ¥30.2 ¥18.7 ¥9.8 ¥2.1 ¥0.0 ¥0.0 ¥0.0 ¥0.0 ¥0.0 3. Capital expenditures include purchases of intangible assets. 4. Historical net working capital figures for 2016, 2017, and 2018 per public filings and have been converted to RMB using exchange rates of 6.94, 6.53, and 6.86 respectively, per Company management. Historical net working capital figures for 2019 per Company management have been converted from USD to RMB at an exchange rate of 6.98. 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. 13 Preliminary and Confidential | Subject to Further Review and Revision


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Financial Analyses 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 FriendTimes Inc. China Hong Kong Stock Exchange $0.14 $317.1 $271.6 4.6x NA NA NA Gravity Co., Ltd. South Korea Nasdaq $36.12 251.0 147.6 2.8x NA NA NA GungHo Online Entertainment, Inc. Japan Tokyo Stock Exchange $20.46 1,425.8 713.6 2.2x 2.4x 3.2x 4.5x IGG Inc Singapore Hong Kong Stock Exchange $0.79 1,012.2 760.5 4.1x 4.5x 4.2x 3.9x Webzen Inc. South Korea KOSDAQ (Korea) $13.41 417.4 219.9 4.6x 4.4x 3.4x 2.7x Low 2.2x 2.4x 3.2x 2.7x High 4.6x 4.5x 4.2x 4.5x Median 4.1x 4.4x 3.4x 3.9x Mean 3.6x 3.8x 3.6x 3.7x Changyou (Current as of 1/21/2020) China Nasdaq $10.12 $539.5 $290.8 2.1x 2.1x 2.0x 1.8x Changyou (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 1/21/2020. 3. Based on diluted shares. 4. 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. Preliminary and Confidential | Subject to Further Review and Revision 14


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Financial Analyses Discounted Cash Flow Analysis (RMB in millions) Projected Fiscal Year Ending December 31, Terminal Value Discount Implied 2024E Adjusted EBITDA 2020E 2021E 2022E 2023E 2024E Assumptions Rate Terminal Multiple [3] Revenues, Net ¥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 % -16.3% -2.5% -9.8% 19.9% -13.5% 16.00% 3.6x 4.9x 7.5x 18.25% 3.3x 4.4x 6.3x Cost of Sales (365.1) (469.2) (398.5) (645.8) (488.3) (488.3) 20.50% 3.0x 3.9x 5.5x Operating Expenses (1,572.7) (1,608.2) (1,524.0) (1,802.6) (1,704.4) (1,683.4) 22.75% 2.8x 3.6x 4.8x Adjusted EBIT ¥661.8 ¥457.9 ¥365.2 ¥294.6 ¥178.7 ¥199.7 25.00% 2.6x 3.3x 4.3x Taxes [1] (105.9) (73.3) (58.4) (47.1) (28.6) (32.0) Unlevered Earnings ¥555.9 ¥384.6 ¥306.8 ¥247.5 ¥150.1 ¥167.8 Depreciation and Amortization 101.0 83.8 75.7 76.4 59.3 38.3 Discount PV of Terminal Value Capital Expenditures [2] (37.5) (29.4) (42.7) (35.0) (38.3) (38.3) Rate as a % of Enterprise Value Change in Net Working Capital (22.7) 34.3 (14.4) 72.0 (35.4) 6.8 -5.00% 0.00% 5.00% Unlevered Free Cash Flows ¥596.7 ¥473.3 ¥325.4 ¥360.9 ¥135.8 ¥174.5 16.00% 22.0% 28.0% 37.2% 18.25% 19.4% 24.4% 31.8% Present Value PV of Terminal Value Based 20.50% 17.2% 21.4% 27.5% of Cash Flows on Perpetual Growth Rate for Implied Enterprise Value 22.75% 15.4% 18.9% 23.9% Discount Rate (2020—2024) 2024 Unlevered Free Cash Flow 25.00% 13.7% 16.8% 20.9% -5.00% 0.00% 5.00% -5.00% 0.00% 5.00% 16.00% ¥1,451.1 ¥408.2 ¥563.9 ¥861.3 ¥1,859.3 ¥2,015.1 ¥2,312.4 18.25% ¥1,405.7 ¥338.5 ¥453.9 ¥656.5 ¥1,744.2 ¥1,859.6 ¥2,062.2 20.50% ¥1,363.2 + ¥283.8 ¥371.6 ¥516.1 = ¥1,647.0 ¥1,734.8 ¥1,879.2 22.75% ¥1,323.3 ¥240.2 ¥308.4 ¥415.1 ¥1,563.6 ¥1,631.8 ¥1,738.4 25.00% ¥1,286.0 ¥205.0 ¥258.9 ¥339.8 ¥1,491.0 ¥1,544.9 ¥1,625.8 Source: Company management, public filings. Note: Present values as of 1/21/2020. 1. Tax rate at 16.0%, per Company management. 2. Capital expenditures includes purchases of intangible assets. 3. Implied from corresponding discount rate and 2024E growth rate. 15 Preliminary and Confidential | Subject to Further Review and Revision


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Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices 16 Selected Benchmarking Information 17 Selected Changyou Public Market Observations 19 4. Glossary 30 5. Disclaimer 33


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Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices 16 Selected Benchmarking Information 17 Selected Changyou Public Market Observations 19 4. Glossary 30 5. Disclaimer 33


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Selected Benchmarking Information Size Size [1] Leverage Liquidity (LTM Revenue, millions) (Enterprise Value as of 1/21/20, millions) (Debt to LTM Adjusted EBITDA as of 1/21/20) (Current Ratio as of 1/21/20) GungHo Online Entertainment $1,021.9 IGG Inc $760.5 Changyou 0.0% GungHo Online Entertainment 6.6 IGG Inc $715.0 GungHo Online Entertainment $713.6 Gravity Co., Ltd. 0.0% Webzen Inc. 5.9 Changyou $420.1 Changyou $290.8 IGG Inc 0.0% FriendTimes Inc. 3.9 Gravity Co., Ltd. $345.0 FriendTimes Inc. $271.6 FriendTimes Inc. 0.1% IGG Inc 2.8 FriendTimes Inc. $229.3 Webzen Inc. $219.9 GungHo Online Entertainment 0.7% Gravity Co., Ltd. 2.5 Webzen Inc. $157.3 Gravity Co., Ltd. $147.6 Webzen Inc. 4.2% Changyou 1.2 Changyou (Unaffected) [2] $101.2 ############## Historical Growth Historical Growth Projected Growth Projected Growth (CY 2017 to CY 2019 Revenue) [3] (CY 2018 to CY 2019 Revenue) [3] (CY 2019 to CY 2020E Revenue) [3] (CY 2019 to CY 2021E Revenue) [3] IGG Inc 8.2% GungHo Online Entertainment 16.9% Webzen Inc. 16.9% Webzen Inc. 17.3% GungHo Online Entertainment 8.0% Changyou 14.7% IGG Inc 2.2% IGG Inc 3.1% Webzen Inc. 4.1% IGG Inc -5.0% GungHo Online Entertainment -15.1% GungHo Online Entertainment -9.8% Changyou -2.3% Webzen Inc. -17.6% Changyou -17.2% Changyou -10.1% FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA ############## -100000000000000.0% Historical Growth Historical Growth Projected Growth Projected Growth (CY 2017 to CY 2019 Adjusted EBITDA) [3] (CY 2018 to CY 2019 Adjusted EBITDA) [3] (CY 2019 to CY 2020E Adjusted EBITDA) [3] (CY 2019 to CY 2021E Adjusted EBITDA) [3] Webzen Inc. 5.4% GungHo Online Entertainment 17.1% Webzen Inc. 30.5% Webzen Inc. 28.3% IGG Inc -2.2% Changyou -13.8% IGG Inc 8.0% IGG Inc 8.0% GungHo Online Entertainment -4.3% Webzen Inc. -22.3% GungHo Online Entertainment -24.7% GungHo Online Entertainment -26.6% Changyou -7.2% IGG Inc -26.8% Changyou -39.9% Changyou -34.7% FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA ############## ############## Profitability Profitability Profitability (LTM Adjusted EBITDA to LTM Revenue) [3] (CYE 2020 Adjusted EBITDA to CY 2020E Revenue) [3] (CY 2021E Adjusted EBITDA to CY 2021E Revenue) [3] Changyou 40.4% Webzen Inc. 36.2% Webzen Inc. 38.9% GungHo Online Entertainment 32.4% Changyou 29.3% IGG Inc 26.1% Webzen Inc. 30.2% GungHo Online Entertainment 26.9% Changyou 21.4% IGG Inc 23.8% IGG Inc 25.1% GungHo Online Entertainment 20.0% FriendTimes Inc. NA FriendTimes Inc. NA FriendTimes Inc. NA Gravity Co., Ltd. NA Gravity Co., Ltd. NA 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 Changyou 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. Based on public trading prices of common stock. 2. Based on price per ADS and public information as of 9/6/2019. 3. Selected companies’ 2019 financials are based on Wall Street research estimates for year end 12/31/2019. Preliminary and Confidential | Subject to Further Review and Revision 18


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Selected Changyou Public Market Observations Trading Snapshot Market Trading Overview (dollars and ADS in millions, except per ADS values and where otherwise noted) Current Unaffected ADS Price ADS Price Public Market Enterprise Value as of 1/21/20 as of 9/6/19 Closing ADS Price $10.12 $5.92 ADS Outstanding [1] 53.3 53.2 Dilutive ADS [1] 0.1 0.2 Fully Diluted ADS 53.3 53.4 Market Value of Equity $539.5 $316.4 Non-Controlling Interest [2] 1.6 1.6 Cash, Restricted Cash and Cash Equivalents [2] (86.8) (136.7) Short-Term Investments [2] (163.5) (80.2) Public Market Enterprise Value $290.8 $101.2 Current Unaffected ADS Price ADS Price Implied Multiples as of 1/21/20 as of 9/6/19 Enterprise Value / Adjusted EBITDA LTM [3] 2.1x 0.6x CY 2019E [4] 2.1x 0.7x CY 2020E [4] 2.0x 0.7x CY 2021E [4] 1.8x 0.6x Current Unaffected As of As of Price Per ADS [5] 1/21/20 9/6/19 10-Day Average $10.21 $5.73 1-Month Average $10.03 $5.92 3-Month Average $9.76 $8.12 6-Month Average $8.82 $12.74 52-Week High $21.81 $21.81 52-Week Low $5.51 $5.51 Other Market Information [5] 90-Day Average Daily Trading Value $2.6 $2.9 % of Market Value of Equity 0.48% 0.91% 90-Day Average Daily Trading Volume (in thousands) 268.7 253.9 % of ADSs Outstanding 0.50% 0.48% % of Public Float 1.55% 1.46% 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 1/21/2020 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 1/21/2019 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 1/21/2019 and the period ended 6/30/2019 for unaffected ADS price as of 9/6/2019. 4. Implied 2019E, 2020E and 2021E multiples as of 1/21/20 and as of 9/6/2019 reflect most recent Wall Street Equity Research estimates as of 1/21/2020. 5. Per Capital IQ as of 1/21/2020. 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. 20 Preliminary and Confidential | Subject to Further Review and Revision


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Selected Changyou 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) Changyou 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 Changyou Adjusted Closing ADS Price [1] Changyou 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 adjusted for the 2019 Dividend paid on 6/3/2019. Assumes the impact on stock price prior to the 2019 Dividend 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 21


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Selected Changyou 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) Changyou (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 Changyou Index MSCI China Index S&P 500 Index Source: Bloomberg, public information. Preliminary and Confidential | Subject to Further Review and Revision 22


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Selected Changyou 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 23


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Selected Changyou 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% 17.9% 18.2% 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 24


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Selected Changyou Public Market Observations Timeline and ADS Trading History ADS Price (USD) Volume (mm) $50.00 3.5 $45.00 C 3.0 $40.00 D Unaffected ADS Price as of 9/6/20191 = $5.92 $35.00 B 2.5 E $30.00 F 2.0 $25.00 A G H 1.5 $20.00 I $15.00 1.0 K $10.00 J $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 Changyou announced Q4 earnings results and its net profit came in A 2/21/2017 21.0% above expectations due to increased expense control. Changyou received a preliminary non-binding proposal from B 5/22/2017 Chairman Charles Zhang to acquire all of the outstanding ordinary shares of Changyou for $42.10 per ADS. Changyou announced the resignation of Jasmine Zhou as Chief C 7/31/2017 Financial Officer. Changyou released its Q4 earnings results and revenue and net income missed consensus estimates by 3.7% and 23.8%, D 1/29/2018 respectively, due to weaker-than-expected performance by Legacy TLBB. E 4/5/2018 Changyou declared a special cash dividend of $9.40 per ADS. Event Date Comment Changyou distributed the special cash dividend announced on April F 4/26/2018 5, 2018. Changyou announced the Q4 results of FY 2018 which was in line G 2/1/2019 with consensus estimates. H 4/29/2019 Changyou declared a special cash dividend of $9.40 per ADS. Changyou distributed the special cash dividend announced on April I 6/3/2019 29, 2019. Changyou’s indirect wholly-owned subsidiary Shanghai Jingmao J 7/23/2019 Culture Communication filed a voluntary petition in a court for relief under the bankruptcy laws of the PRC. Changyou 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. Changyou announced the going private proposal following the close of the market on 9/6/2019. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Changyou Public Market Observations Selected Equity Research Analyst Commentary Date of Price Share Valuation Selected Analyst Recommendation 1 Commentary Report Target Price Approach Multiple “We expect Changyou 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$100-110mn. This included online game revenue of US$101.7mn, vs. guidance of November Citi Neutral $10.00 $9.63 US$95-105mn. With DMD launching in 4Q/1Q20 (not in 4Q guidance), TLBB 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 “(Changyou) 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 Changyou.” “Game revenue grew 8% YoY, the first positive growth since2Q18, driven by the August 5, Morgan strong operation of legacy titles. Opex was also kept under control. Despite 2019E Underweight $10.00 $7.53 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 26


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Selected Changyou 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] $454.5 $371.1 $362.2 % of Median 99.2% 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 2019 actuals provided by Company management and forward USD to RMB exchange rates of 7.01 and 7.00 for 2020E and 2021E, respectively. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Changyou 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] $183.7 $108.9 $77.4 % of Median 135.0% 82.5% 56.1% Margin % 40.8% 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 2019 actuals provided by Company management and forward USD to RMB exchange rates of 7.01 and 7.00 for 2020E and 2021E, respectively. Preliminary and Confidential | Subject to Further Review and Revision


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Selected Changyou 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, 17.8% All Other, 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. 29 Preliminary and Confidential | Subject to Further Review and Revision


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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) Preliminary and Confidential | Subject to Further Review and Revision 31


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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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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. Houlihan Lokey expressly disclaims any and all liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materials is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law.


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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. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of the foregoing entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lokey in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Parties or the Transaction, or that otherwise may be of interest to the Board, the Committee, or the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Houlihan Lokey is in possession of such information, to the Board, the Committee, or the Company or to use such information on behalf of the Board, the Committee, or the Company. Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials.


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