[Table of Contents PAGE PART I Item 1 Business 1 Item 1A Risk Factors 33 Item 1B Unresolved Staff Comments 81 Item 2 Properties 81 Item 3 Legal Proceedings 81 Item 4 Mine Safety Disclosures 82 PART II Item 5 82 Item 6 Selected Financial Data 84 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations] [Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, Zhongguancun East Road, Haidian District,] [Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013 This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd.,] [Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties] [Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 2nd, 2013: Party A: Beijing] [Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as “Sogou Information”), aggregately hold % of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as “Sogou Technology” or the “Authorized Person”) to exercise the shareholder’s rights associated with the said % of] [Exclusive Technology Consulting and Service Agreement between Beijing Sohu New Era Information Technology Co., Ltd. and Beijing Sohu Internet Information Service Co., Ltd. August 2, 2012 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 2, 2012: Party A: Party B: In this Agreement, Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And GoodFeel Technology Co., Ltd January 1, 2013 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on January 1, 2013: Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And Beijing Yi He Jia Xun Information Technology Co., Ltd. August 30, 2011 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 30, 2011: Party A: Beijing Sohu New Era] [Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Contents 1. PURCHASE RIGHTS OF EQUITY INTEREST 2 2. PARTY B AND PARTY C’S PROMISES] [Amended and Restated Equity Interest Pledge Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) Beijing Gamease Age Digital Technology Co., Ltd._ (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Content 1. PLEDGE AND GUARANTEED SCOPE 2 2. PLEDGED EQUITY 2 3. CREATION OF PLEDGE 3 4. TERM] [Power of Attorney The Company, Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company legally established and validly existing in the People’s Republic of China (hereinafter referred to as the “PRC”) , is the shareholder of Shenzhen 7Road Technology Co., Ltd. (hereinafter referred to as “7Road Technology”) holding 100% equity interest in 7Road Technology, hereby irrevocably authorizes the] [AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013 AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic] [Supplementary Agreement to Technology Development and Utilization Services Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Technology Development and Utilization Services Agreement This Supplementary Agreement to Technology Development and Utilization Services Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed] [Supplementary Agreement to Services and Maintenance Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Services and Maintenance Agreement This Supplementary Agreement to Services and Maintenance Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed by the following two parties in] [Our Ref: Commercial Banking – A130806 Confidential 13 August 2013 Changyou.com Limited East Tower Jing Yan Building No.29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions] [Our reference number: FL993A_Changyou.com_new th 26 Confidential Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043, PRC Attn: Mr. Alex Ho Dear Sirs, Re: Changyou.com Limited US$100 Million Term Loan Facility This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00] [Our Ref: Commercial Banking – A130418 Confidential 8 May 2013 Changyou.com HK Limited East Tower Jing Yan Building, No.29 Shijingshan Road, Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES This facility letter supersedes our previous facility letter dated 19 March 2013. Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement Among Koram Games Limited (As the Seller) And HEROIC VISION HOLDINGS LIMITED (As the Buyer) And Beijing Kunlun Technology Co., Ltd. Guangzhou Kunlun Online Information Technology Co., Ltd. Kunlun Korea Co., LTD Signed on November 19, 2013 Confidential Treatment] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Supplementary Agreement to Investment Agreement the Supplementary Agreement This Supplementary Agreement to Investment Agreement (hereinafter referred to as “ (1) Koram Games Limited, a company duly incorporated and validly existing under the laws of Hong Kong, with its registration No. as] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Koram Games Limited And HEROIC VISION HOLDINGS LIMITED And TalkTalk Limited Shareholder Agreement Executed on November 19, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Contents ARTICLE 1 DEFINITIONS] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100 % Sohu.com (Hong Kong) Ltd. Hong Kong 100 % Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Momentum Information Technology Co., Ltd. People’s Republic of China] [Consent of Independent Registered Public Accounting Firm S-8 We hereby consent to the incorporation by reference in the Registration Statements on Form PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 28, 2014 EX-23.1 23 d682712dex231.htm EX-23.1] [Consent of Haiwen & Partners, PRC Counsel February 28, 2014 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 People’s Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business– Government Regulation] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Carol Yu, Co-President and Chief Financial Officer February 28, 2014 EX-32.2 28 d682712dex322.htm]