UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, ~~2016~~2017

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

For the transition period from to

Commission File Number: 001-35198

Pandora Media, Inc.

(Exact name of registrant as specified in its charter)



Delaware	94-3352630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2101 Webster Street, Suite 1650 Oakland, CA	94612
(Address of principal executive offices)	(Zip Code)

(510) 451-4100

(Registrant’s telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated filer”~~" "accelerated filer" and ~~“smaller~~"smaller reporting ~~company”~~company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)	Emerging growth company o

If an emerging growth company, 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of registrant’s common stock outstanding as of July ~~22, 2016~~27, 2017 was: ~~231,041,580.~~242,621,114.

Table of Contents

Pandora Media, Inc.

FORM 10-Q Quarterly Report

Table of Contents



		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of December 31, ~~2015~~2016 and June 30, ~~2016~~2017	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2016~~2017	4

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, ~~2015~~2016 and ~~2016~~2017	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2015~~2016 and ~~2016~~2017	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2227

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3844

Item 4.	Controls and Procedures	3945

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4046

Item 1A.	Risk Factors	40

~~Item 5.~~	~~Other Information~~	4146

Item 6.	Exhibits	4271

	Signatures	4373

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Pandora Media, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	As of December 31, 2015			As of June 30, 2016			As of December 31, 2016			As of June 30, 2017
Assets
Current assets
Cash and cash equivalents	$	334,667		$	238,367		$	199,944		$	209,581
Short-term investments	35,844			54,800			37,109			18,056
Accounts receivable, net of allowance of $2,165 at December 31, 2015 and $2,345 at June 30, 2016	277,075			263,654
Accounts receivable, net of allowance of $3,633 at December 31, 2016 and $5,708 at June 30, 2017							309,267			288,347
Prepaid content acquisition costs							46,310			39,869
Prepaid expenses and other current assets	35,920			43,286			33,191			18,188
Assets held for sale							—			227,844
Total current assets	683,506			600,107			625,821			801,885
Long-term investments	46,369			18,153			6,252			—
Property and equipment, net	66,370			102,016			124,088			120,792
Goodwill	303,875			306,715			306,691			71,243
Intangible assets, net	110,745			100,705			90,425			23,235
Other long-term assets	29,792			31,478			31,533			13,490
Total assets	$	1,240,657		$	1,159,174		$	1,184,810		$	1,030,645
Liabilities and stockholders’ equity
Liabilities, redeemable convertible preferred stock and stockholders’ equity
Current liabilities
Accounts payable	$	17,897		$	6,132		$	15,224		$	12,780
Accrued liabilities	37,185			29,723			35,465			43,601
Accrued royalties	97,390			123,583
Accrued content acquisition costs							93,723			88,260
Accrued compensation	43,788			48,971			60,353			45,580
Deferred revenue	19,939			28,751			28,359			32,475
Other current liabilities	15,632			17,432			20,993			—
Liabilities held for sale							—			43,059
Total current liabilities	231,831			254,592			254,117			265,755
Long-term debt, net	234,577			243,483			342,247			352,157
Other long-term liabilities	30,862			32,804			34,187			25,701
Total liabilities	497,270			530,879			630,551			643,613
Redeemable convertible preferred stock: 172,500 shares issued and outstanding at June 30, 2017							—			173,095
Stockholders’ equity
Common stock: 224,970,412 shares issued and outstanding at December 31, 2015 and 231,030,303 at June 30, 2016	23			23
Common stock: 235,162,757 shares issued and outstanding at December 31, 2016 and 242,412,275 at June 30, 2017							24			24
Additional paid-in capital	1,110,539			1,186,777			1,264,693			1,347,285
Accumulated deficit	(366,658		)	(558,093		)	(709,636		)	(1,132,721		)
Accumulated other comprehensive loss	(517		)	(412		)	(822		)	(651		)
Total stockholders’ equity	743,387			628,295			554,259			213,937
Total liabilities and stockholders’ equity	$	1,240,657		$	1,159,174
Total liabilities, redeemable convertible preferred stock and stockholders’ equity							$	1,184,810		$	1,030,645

The accompanying notes are an integral part of the condensed consolidated financial statements.

Pandora Media, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

~~(unaudited)~~(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2015			2016			2015			2016			2016			2017			2016			2017
Revenue
Advertising	$	230,921		$	265,126		$	409,660		$	485,434		$	265,126		$	278,204		$	485,434		$	501,512
Subscription and other	54,639			55,125			106,664			109,857			55,125			68,900			109,857			133,778
Ticketing service	—			22,771			—			45,036			22,771			29,730			45,036			57,548
Total revenue	285,560			343,022			516,324			640,327			343,022			376,834			640,327			692,838
Cost of revenue
Cost of revenue - Content acquisition costs	130,134			176,633			256,157			347,897
Cost of revenue - Other	20,043			24,833			36,276			45,832
Cost of revenue - Ticketing service	—			15,259			—			29,905
Cost of revenue—Content acquisition costs													176,633			195,875			347,897			383,295
Cost of revenue—Other													25,106			27,440			46,301			52,972
Cost of revenue—Ticketing service													15,259			20,510			29,905			39,128
Total cost of revenue	150,177			216,725			292,433			423,634			216,998			243,825			424,103			475,395
Gross profit	135,383			126,297			223,891			216,693			126,024			133,009			216,224			217,443
Operating expenses
Product development	18,742			33,808			34,617			69,654			33,560			41,233			69,171			80,821
Sales and marketing	94,035			123,812			178,309			241,434			123,589			145,891			241,022			270,993
General and administrative	38,812			40,562			75,566			86,858			40,760			57,954			87,284			102,479
Goodwill impairment													—			131,997			—			131,997
Contract termination fees													—			23,467			—			23,467
Total operating expenses	151,589			198,182			288,492			397,946			197,909			400,542			397,477			609,757
Loss from operations	(16,206		)	(71,885		)	(64,601		)	(181,253		)	(71,885		)	(267,533		)	(181,253		)	(392,314		)
Interest expense	(124		)	(6,247		)	(255		)	(12,422		)	(6,247		)	(7,404		)	(12,422		)	(14,785		)
Other income, net	380			255			708			1,117			255			78			1,117			307
Total other income (expense), net	256			(5,992		)	453			(11,305		)
Total other expense, net													(5,992		)	(7,326		)	(11,305		)	(14,478		)
Loss before benefit from (provision for) income taxes	(15,950		)	(77,877		)	(64,148		)	(192,558		)	(77,877		)	(274,859		)	(192,558		)	(406,792		)
Benefit from (provision for) income taxes	(115		)	1,544			(174		)	1,123			1,544			(277		)	1,123			(611		)
Net loss	$	(16,065	)	$	(76,333	)	$	(64,322	)	$	(191,435	)	(76,333		)	(275,136		)	(191,435		)	(407,403		)
Weighted-average common shares outstanding used in computing basic and diluted net loss per share	211,742			229,745			210,840			228,202
Net loss per share, basic and diluted	$	(0.08	)	$	(0.33	)	$	(0.31	)	$	(0.84	)
Net loss available to common stockholders													$	(76,333	)	$	(289,664	)	$	(191,435	)	$	(421,931	)
Net loss per common share, basic and diluted													$	(0.33	)	$	(1.20	)	$	(0.84	)	$	(1.76	)
Weighted-average basic and diluted common shares													229,745			241,320			228,202			239,428

The accompanying notes are an integral part of the condensed consolidated financial statements.

Pandora Media, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2015			2016			2015			2016			2016			2017			2016			2017
Net loss	$	(16,065	)	$	(76,333	)	$	(64,322	)	$	(191,435	)	$	(76,333	)	$	(275,136	)	$	(191,435	)	$	(407,403	)
Change in foreign currency translation adjustment	(48		)	(55		)	(147		)	(288		)	(55		)	(62		)	(288		)	129
Change in net unrealized gains on marketable securities	(283		)	88			275			393
Change in net unrealized loss on marketable securities													88			7			393			42
Other comprehensive income (loss)	(331		)	33			128			105			33			(55		)	105			171
Total comprehensive loss	$	(16,396	)	$	(76,300	)	$	(64,194	)	$	(191,330	)	$	(76,300	)	$	(275,191	)	$	(191,330	)	$	(407,232	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Pandora Media, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)

~~(unaudited)~~


	Six months ended June 30,						Six months ended June 30,
	2015			2016			2016			2017
Operating activities
Net loss	$	(64,322	)	$	(191,435	)	$	(191,435	)	$	(407,403	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Goodwill impairment							—			131,997
Depreciation and amortization	9,365			27,637			27,637			35,115
Stock-based compensation	50,679			71,087			71,087			68,226
Amortization of premium on investments, net	1,229			247			247			73
Other operating activities	944			1,474			179			186
Amortization of debt discount	—			8,938			8,938			9,799
Bad debt							1,295			9,274
Changes in operating assets and liabilities
Accounts receivable	(16,123		)	12,139			12,139			12,594
Prepaid content acquisition costs							(7,271		)	6,441
Prepaid expenses and other assets	(2,104		)	(16,140		)	(8,869		)	(11,664		)
Accounts payable, accrued and other current liabilities	11,959			(17,409		)	(17,409		)	15,072
Accrued royalties	7,697			26,177
Accrued content acquisition costs							26,177			(5,475		)
Accrued compensation	5,897			5,497			5,497			(13,191		)
Other long-term liabilities	(1,596		)	1			1			176
Deferred revenue	12,685			8,812			8,812			4,116
Reimbursement of cost of leasehold improvements	749			4,397			4,397			5,236
Net cash provided by (used in) operating activities	17,059			(58,578		)
Net cash used in operating activities							(58,578		)	(139,428		)
Investing activities
Purchases of property and equipment	(14,578		)	(34,564		)	(34,564		)	(8,541		)
Internal-use software costs	(3,369		)	(14,310		)	(14,310		)	(10,894		)
Changes in restricted cash	—			(250		)	(250		)	(642		)
Purchases of investments	(111,541		)	(11,091		)	(11,091		)	—
Proceeds from maturities of investments	132,119			20,007			20,007			25,274
Proceeds from sale of investments	3,662			500			500			—
Payments related to acquisition, net of cash acquired	(200		)	(676		)
Net cash provided by (used in) investing activities	6,093			(40,384		)
Payments related to acquisitions, net of cash acquired							(676		)	—
Net cash (used in) provided by investing activities							(40,384		)	5,197
Financing activities
Proceeds from issuance of redeemable convertible preferred stock							—			172,500
Payments of issuance costs							(32		)	(12,625		)
Proceeds from employee stock purchase plan	3,275			3,837			3,837			6,146
Proceeds from exercise of stock options	2,862			1,873			1,873			3,138
Payment of debt issuance costs	—			(32		)
Tax payments from net share settlements of restricted stock units	(907		)	(2,761		)	(2,761		)	—
Net cash provided by financing activities	5,230			2,917			2,917			169,159
Effect of exchange rate changes on cash and cash equivalents	(236		)	(255		)	(255		)	292
Net increase (decrease) in cash and cash equivalents	28,146			(96,300		)
Net (decrease) increase in cash and cash equivalents							(96,300		)	35,220
Cash and cash equivalents at beginning of period	175,957			334,667			334,667			199,944
Less: Cash held for sale							—			(25,583		)
Cash and cash equivalents at end of period	$	204,103		$	238,367		$	238,367		$	209,581
Supplemental disclosures of cash flow information
Cash paid during the period for interest	$	219		$	3,228		$	3,228		$	4,827
Purchases of property and equipment recorded in accounts payable and accrued liabilities	$	3,637		$	5,308		$	5,308		$	1,885
Accretion of preferred stock issuance costs							$	—		$	13,935
Stock dividend payable to preferred stockholders							$	—		$	595

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Basis of Presentation

~~Pandora~~Pandora—Internet Radio and On-Demand Music Services

Pandora is the world’s most powerful music discovery platform, offering a personalized experience for each of our listeners wherever and whenever they want to listen to music—whether through earbuds, car speakers or live on stage. ~~Our vision~~Pandora is ~~to be the definitive source of music discovery~~available as an ad-supported service, a radio subscription service called Pandora Plus and ~~enjoyment for billions.~~an on-demand subscription service called Pandora Premium. The majority of our listener hours occur on mobile devices, with the majority of our revenue generated from advertising on our ad-supported service on these devices. We offer both local and national advertisers the opportunity to deliver targeted messages to our listeners using a combination of audio, display and video advertisements. We also generate revenue ~~by offering an advertising-free subscription service which we call~~from subscriptions to Pandora ~~One.~~Plus and Pandora Premium. We were incorporated as a California corporation in January 2000 and reincorporated as a Delaware corporation in December 2010. Our principal operations are located in the United States, and we also ~~operate~~are located in Australia, New Zealand, Canada and ~~Canada.~~the United Kingdom.

Ticketing Service

In June 2017, we entered into an agreement to sell Ticketfly. Refer to Note 6 "Assets Held for Sale" in the ~~acquisition of~~Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly ~~on October 31, 2015.~~disposition.

As used herein, ~~“Pandora,” “we,” “our,” the “Company”~~"Pandora," "we," "our," "the Company" and similar terms include Pandora Media, Inc. and its subsidiaries, unless the context indicates otherwise.

Basis of Presentation

The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“("U.S. ~~GAAP”~~GAAP") along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission ("SEC") Regulation S-X, and include the accounts of Pandora and our ~~wholly-owned~~wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of our management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period and should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

Certain changes in presentation have been made to conform the prior period presentation to current period reporting. We have reclassified ~~certain amounts~~prepaid content acquisition costs from the ~~accounts payable, accrued~~prepaid expenses and other ~~current liabilities~~assets line item to the ~~long-term liabilities~~prepaid content acquisition costs line item of our condensed consolidated statements of cash flows. We have also reclassified ~~internal-use software~~amortization of internal use-software costs from the ~~purchases of property~~product development and ~~equipment~~sales and marketing line ~~item~~items to the ~~internal-use software costs~~cost of revenue—other and general and administrative line ~~item~~items of our condensed consolidated statements of ~~cash flows.~~operations. Lastly, we have also reclassified ~~interest expense~~bad debt and goodwill impairment from the other ~~income (expense), net~~operating activities line item to the ~~interest expense~~bad debt and goodwill impairment line ~~item~~items of ~~our~~the condensed consolidated statements of ~~operations.~~cash flows.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates are used in several areas including, but not limited to determining accrued ~~royalties,~~content acquisition costs, amortization of minimum guarantees under content acquisition agreements, selling prices for elements sold in multiple-element arrangements,

Table of Contents

Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

the allowance for doubtful accounts, the fair value of stock options, market stock units ("MSUs"), stock-settled performance-based ~~RSUs (“PSUs”~~restricted stock units ("PSUs") ~~and~~, the Employee Stock Purchase Plan ("ESPP"), the ~~provision for (benefit from)~~benefit from (provision for) income taxes, the fair value of convertible debt, the fair value of acquired property and equipment, intangible assets and goodwill and the ~~impact~~useful lives of ~~forfeitures on stock-based compensation.~~acquired intangible assets. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements could be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require ~~management~~

~~Table of Contents~~

~~Pandora Media, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

’smanagement’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

2. Summary of Significant Accounting Policies

~~There~~Other than discussed below, there have been no material changes to our significant accounting policies as compared to those described in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

Stock-Based Compensation—Restricted Stock Units and Stock Options

Stock-based awards granted to employees, including grants of restricted stock units ("RSUs") and stock options, are recognized as expense in our statements of operations based on their grant date fair value. We recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally three to four years. We estimate the fair value of RSUs at our stock price on the grant date. We generally estimate the grant date fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model is affected by our stock price on the date of grant, the expected stock price volatility over the expected term of the award, which is based on projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award and expected dividends.

Stock-based compensation expense is recorded in the statement of operations for only those stock-based awards that will vest. In the first quarter of 2017 we adopted new accounting guidance from the Financial Accounting Standards Board ("FASB") on stock compensation, or ASU 2016-09, as described in "Recently Adopted Accounting Standards" below and have elected to account for forfeitures as they occur, rather than estimating expected forfeitures.

Prior to the adoption of ASU 2016-09, we elected to use the "with and without" approach as described in Accounting Standards Codification 740—Income Taxes in determining the order in which tax attributes are utilized. As a result, we previously only recognized a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to us have been utilized. In addition, we elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credit, through the statement of operations.

Net Loss per Common Share

Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units, market stock units, performance-based RSUs and instruments convertible into common stock, to the extent dilutive. Basic and diluted net loss per common share were the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Assets and Liabilities Held for Sale

We consider assets to be held for sale when management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. We cease to record depreciation and amortization expense at the time of designation as held for sale. The carrying value of assets and liabilities held for sale were $227.8 million and $43.1 million as of June 30, 2017. We had no assets or liabilities held for sale as of December 31, 2016.

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Concentration of Credit Risk

For the three and six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we had no customers that accounted for more than 10% of our total revenue. As of December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, we had no customers that accounted for more than 10% of our total accounts receivable.

Recently Issued Accounting Standards

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amends the existing accounting standards for revenue recognition. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue. Under the guidance, revenue is recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is effective for public entities with annual and interim reporting periods beginning after December 15, 2017. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the guidance. We expect to adopt ASU 2014-09 as of January 1, 2018 and have updated our planned adoption method to the modified retrospective method. We have completed our initial assessment and do not believe there will be a material impact to our condensed consolidated financial statements for the majority of our advertising and subscription revenue arrangements. We are currently continuing to evaluate the impact that the new principal versus agent guidance may have on certain of our advertising revenue arrangements and on our ticketing service revenue arrangements and we are continuing to evaluate the expected impact on our business processes, systems and controls. We expect to complete our assessment of the effects of adopting ASU 2014-09 during 2017, and we will continue our evaluation of ASU 2014-09, including how it may impact new arrangements we enter into as well as new or emerging interpretations of the standard, through the date of adoption.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions for all entities. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have completed our initial assessment and expect to adopt ASU 2016-02 as of January 1, 2019 using the modified retrospective method. We expect the potential impact of adopting ASU 2016-02 to be material to our lease liabilities and assets on our consolidated balance sheets.

In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting ("ASU" 2017-09"). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective prospectively for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. We do not expect the adoption of ASU 2017-09 will have a material impact on our financial statements.

Recently Adopted Accounting Standards

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, ~~Compensation -~~ Compensation—Stock Compensation (Topic 718) ("ASU ~~2016-09)"~~2016-09"). ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. Additionally, it allows an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. We adopted this guidance in the first quarter of 2017 using the modified retrospective transition method. Upon adoption, we recognized the previously unrecognized excess tax benefits as of January 1, 2017 through retained earnings. The previously unrecognized excess tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance. As a result, the net impact resulted in no effect on net deferred tax assets or our accumulated deficit as of January 1, 2017. Without the valuation allowance, the Company’s net deferred tax assets would have increased by approximately $142.0 million. Additionally, we elected to account for forfeitures as they occur, rather than estimating expected forfeitures. The net cumulative effect of this change was an increase to additional paid in capital as of January 1, 2017 by $1.2 million.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 eliminated the requirement to calculate the implied fair value of goodwill, which is step two of the previous goodwill impairment test, to measure a goodwill impairment charge. By eliminating step two of the goodwill impairment test, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The guidance is effective for calendar-year public business

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entities that meet the definition of an SEC filer for fiscal years beginning after December 15, ~~2016, and interim periods within that fiscal year,~~2019, although early adoption is ~~permitted. We are currently evaluating implementation methods and the effect that implementation of this standard will have on our consolidated financial statements upon adoption.~~

~~In August 2014, the FASB issued Accounting Standards Update No. 2014-15,~~ ~~Going Concern (Subtopic 205-40)~~ (“ASU 2014-15��). ASU 2014-15 requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable). The guidance is effectivepermitted for fiscal years beginning after December 15, 2016 and for interim periods within that fiscal year. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

~~In May 2014, the FASB issued Accounting Standards Update No. 2014-9,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ (“ASU 2014-9”). ASU 2014-9 outlines a single comprehensive model for entities to use in accounting for revenue. Under the guidance, revenue is recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard may be effective for public entities with annual and interim ~~reporting periods~~goodwill impairment testing dates following January 1, 2017. We have elected to early adopt this guidance beginning ~~after December 15, 2017. Entities have~~in the ~~option~~second quarter of 2017 using ~~either a full retrospective or a modified retrospective approach to adopt~~ the ~~guidance. We are currently evaluating implementation methods and~~prospective method, as we believe the ~~effect that implementation~~elimination of ~~this standard~~step two of the goodwill impairment test will ~~have on our consolidated financial statements upon adoption.~~

~~In February 2016, the FASB issued Accounting Standards Update No. 2016-02,~~ ~~Leases (Topic 842)~~ ~~("ASU 2016-02"). ASU 2016-02 requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions~~make testing for all entities. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating implementation methods and the effect that implementation of this standard will have on our consolidated financial statements upon adoption.goodwill impairment less costly.

3. Cash, Cash Equivalents and Investments

Cash, cash equivalents and investments consisted of the following:

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~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~


	As of December 31, 2015		As of June 30, 2016		As of December 31, 2016		As of June 30, 2017
	(in thousands)				(in thousands)
Cash and cash equivalents
Cash	$	104,361	$	67,756	$	144,192	$	148,057
Money market funds	180,021		112,607		55,752		61,524
Commercial paper	31,089		47,684
Corporate debt securities	2,000		10,320
U.S. government and government agency debt securities	17,196		—
Total cash and cash equivalents	$	334,667	$	238,367	$	199,944	$	209,581
Short-term investments
Commercial paper	$	4,792	$	3,998
Corporate debt securities	31,052		50,802		$	37,109	$	18,056
Total short-term investments	$	35,844	$	54,800	$	37,109	$	18,056
Long-term investments
Corporate debt securities	$	46,369	$	18,153	$	6,252	$	—
Total long-term investments	$	46,369	$	18,153	$	6,252	$	—
Cash, cash equivalents and investments	$	416,880	$	311,320	$	243,305	$	227,637

Our short-term investments have maturities of twelve months or less and are classified as available-for-sale. Our long-term investments have maturities of greater than twelve months and are classified as available-for-sale.

The following tables summarize our available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category as of December 31, ~~2015~~2016 and June 30, ~~2016.~~2017.


	As of December 31, 2015									As of December 31, 2016
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
Money market funds	$	180,021	$	—	$	—		$	180,021	$	55,752	$	—	$	—		$	55,752
Commercial paper	35,881		—		—			35,881
Corporate debt securities	79,760		8		(347		)	79,421		43,413		3		(55		)	43,361
U.S. government and government agency debt securities	17,198		—		(2		)	17,196
Total cash equivalents and marketable securities	$	312,860	$	8	$	(349	)	$	312,519	$	99,165	$	3	$	(55	)	$	99,113


	As of June 30, 2016									As of June 30, 2017
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
Money market funds	$	112,607	$	—	$	—		$	112,607	$	61,524	$	—	$	—		$	61,524
Commercial paper	51,682		—		—			51,682
Corporate debt securities	79,223		69		(17		)	79,275		18,066				(10		)	18,056
Total cash equivalents and marketable securities	$	243,512	$	69	$	(17	)	$	243,564	$	79,590	$	—	$	(10	)	$	79,580

The following table presents available-for-sale investments by contractual maturity date as of December 31, ~~2015~~2016 and June 30, ~~2016.~~2017.

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	As of December 31, 2015				As of December 31, 2016
	Adjusted Cost		Fair Value		Adjusted Cost		Fair Value
	(in thousands)				(in thousands)
Due in one year or less	$	266,205	$	266,150	$	92,914	$	92,861
Due after one year through three years	46,655		46,369		6,251		6,252
Total	$	312,860	$	312,519	$	99,165	$	99,113


	As of June 30, 2016				As of June 30, 2017
	Adjusted Cost		Fair Value		Adjusted Cost		Fair Value
	(in thousands)				(in thousands)
Due in one year or less	$	225,395	$	225,411	$	79,590	$	79,580
Due after one year through three years	18,117		18,153
Total	$	243,512	$	243,564	$	79,590	$	79,580

The following tables summarize our available-for-sale securities’ fair value and gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of December 31, ~~2015~~2016 and June 30, ~~2016.~~2017.


	As of December 31, 2015															As of December 31, 2016
	Twelve Months or Less					More than Twelve Months					Total					Twelve Months or Less					More than Twelve Months					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)															(in thousands)
Corporate debt securities	$	64,804	$	(293	)	$	8,531	$	(54	)	$	73,335	$	(347	)	$	34,257	$	(52	)	$	4,099	$	(3	)	$	38,356	$	(55	)
U.S. government and government agency debt securities	16,241		(2		)	—		—			16,241		(2		)
Total	$	81,045	$	(295	)	$	8,531	$	(54	)	$	89,576	$	(349	)	$	34,257	$	(52	)	$	4,099	$	(3	)	$	38,356	$	(55	)


	As of June 30, 2016															As of June 30, 2017
	Twelve Months or Less					More than Twelve Months					Total					Twelve Months or Less					More than Twelve Months				Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)															(in thousands)
Corporate debt securities	$	17,796	$	(7	)	$	9,763	$	(10	)	$	27,559	$	(17	)	$	18,056	$	(10	)	$	—	$	—	$	18,056	$	(10	)
Total	$	17,796	$	(7	)	$	9,763	$	(10	)	$	27,559	$	(17	)	$	18,056	$	(10	)	$	—	$	—	$	18,056	$	(10	)

Our investment policy requires investments to be investment grade, primarily rated ~~“A1”~~"A1" by Standard & Poor’s or ~~“P1”~~"P1" by Moody’s or better for short-term investments and rated ~~“A”~~"A" by Standard & Poor’s or ~~“A2”~~"A2" by Moody’s or better for long-term investments, with the objective of minimizing the potential risk of principal loss. In addition, the investment policy limits the amount of credit exposure to any one issuer.

The unrealized losses on our available-for-sale securities as of June 30, ~~2016~~2017 were primarily a result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. As of June 30, ~~2016,~~2017, we owned 2512 securities that were in an unrealized loss position. Based on our cash flow needs, we may be required to sell a portion of these securities prior to maturity. However, we expect to recover the full carrying value of these securities. As a result, no portion of the unrealized losses at June 30, ~~2016~~2017 is deemed to be other-than-temporary and the unrealized losses are not deemed to be credit losses. When evaluating the investments for other-than-temporary impairment, we review factors such as the length of time and extent

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~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~

to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not we will be required to sell, the investment before recovery of the investment’s amortized cost basis. During the three and six months ended June 30, ~~2016,~~2017, we did not recognize any impairment charges. During the three and six months ended June 30, 2016, we had proceeds from the sale of available-for-sale securities of $0.5 million. We did not recognize a realized gain or loss in connection with these sales.

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4. Fair Value

We record cash equivalents and short-term investments at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

When determining fair value, whenever possible we use observable market data and rely on unobservable inputs only when observable market data is not available.

The following fair value ~~of these~~hierarchy tables categorize information regarding our financial assets and liabilities ~~was determined using the following inputs~~measured at fair value on a recurring basis at December 31, ~~2015~~2016 and June 30, ~~2016:~~2017:


	As of December 31, 2015						As of December 31, 2016
	Fair Value Measurement Using						Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	(in thousands)						(in thousands)
Assets
Money market funds	$	180,021	$	—	$	180,021
Commercial paper	—		35,881		35,881
Corporate debt securities	—		79,421		79,421		$	—	$	43,361	$	43,361
U.S. government and government agency debt securities	—		17,196		17,196
Total assets measured at fair value	$	180,021	$	132,498	$	312,519	$	—	$	43,361	$	43,361


	As of June 30, 2016						As of June 30, 2017
	Fair Value Measurement Using						Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	(in thousands)						(in thousands)
Assets
Money market funds	$	112,607	$	—	$	112,607
Commercial paper	—		51,682		51,682
Corporate debt securities	—		79,275		79,275		$	—	$	18,056	$	18,056
Total assets measured at fair value	$	112,607	$	130,957	$	243,564	$	—	$	18,056	$	18,056

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~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~

~~Our money market funds are classified as Level 1 within the fair value hierarchy because they are valued primarily using quoted market prices.~~ Our other cash equivalents and short-term investments are classified as Level 2 within the fair value hierarchy because they are valued using professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. As of December 31, ~~2015~~2016 and June 30, ~~2016,~~2017, we held no Level 3 assets or liabilities.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Our money market funds are no longer classified within the fair value hierarchy, as the fair values are measured at net asset value using the practical expedient. As of December 31, 2016 and June 30, 2017, the fair values of our money market funds were $55.8 million and $61.5 million.

Refer to Note 7,8, "Debt Instruments," for the carrying amount and estimated fair value of our convertible senior notes, which are not recorded at fair value as of June 30, ~~2016.~~2017.

5. Commitments and Contingencies

Minimum Guarantees and Other Provisions—Content Acquisition Costs

Certain of our content acquisition agreements contain minimum guarantees, and require that we make upfront minimum guarantee payments. During the three and six months ended June 30, 2017, we prepaid $68.8 million and $145.8 million in content acquisition costs related to minimum guarantees, which were offset by amortization of prepaid content acquisition costs of $28.9 million and $105.9 million. As of June 30, 2017, we have future minimum guarantee commitments of $617.2 million, of which $209.7 million will be paid in 2017 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content acquisition costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage considers factors such as listening hours, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

Several of our content acquisition agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause our payments under those agreements to escalate. In addition, record labels, publishers and PROs with whom we have entered into direct license agreements have the right to audit our content acquisition payments, and any such audit could result in disputes over whether we have paid the proper content acquisition costs. However, as of June 30, 2017, we do not believe it is probable that these provisions of our agreements discussed above will, individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations or cash flows.

Legal Proceedings

We have been in the past, and continue to be, a party to various legal proceedings, which have consumed, and may continue to consume, financial and managerial resources. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Our management periodically evaluates developments that could affect the amount, if any, of liability that we have previously accrued and make adjustments as appropriate. Determining both the likelihood and the estimated amount of a loss requires significant judgment, and management’s judgment may be incorrect. We do not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effect on our business, financial position, results of operations or cash flows.

Pre-1972 copyright litigation

On April 17, 2014, UMG Recordings, Inc., Sony Music Entertainment, Capitol Records, LLC, Warner Music Group Corp. and ABKCO Music and Records, Inc. filed suit against Pandora Media Inc. in the Supreme Court of the State of New York. The complaint claims common law copyright infringement and unfair competition arising from allegations that Pandora owes royalties for the public performance of sound recordings recorded prior to February 15, 1972.

In October 2015, the parties reached an agreement ("pre-1972 settlement") whereby we agreed to pay the plaintiffs a total of $90 million. The settlement resolves all past claims as to our use of pre-1972 recordings owned or controlled by the plaintiffs and enables us, without any additional payment, to reproduce, perform and broadcast such recordings in the United States through December 31, 2016. This agreement was approved by our board of directors and executed on October 21, 2015. Pursuant to this settlement, we paid the plaintiffs $60 million in October 2015 and the plaintiffs dismissed the case with prejudice. As a result, cost of revenue - content acquisition costs increased by $65.4 million in the twelve months ended December 31, 2015, of which $57.9 million was related to a one-time cumulative charge to cost of revenue - content acquisition costs related to pre-1972 spins played through September 30, 2015. The remaining charge of $24.6 million will be recorded in cost of revenue - content acquisition costs in 2016 based on expected streaming of pre-1972 recordings over the period. The pre-72 settlement further requires that we make four additional installment payments of $7.5 million each. The first was paid in December 2015, the second was paid in March 2016 and the third was paid in June 2016. The remaining installment will be paid on or before October 1, 2016.

On October 2, 2014, Flo & Eddie Inc. filed a class action suit against Pandora Media Inc. in the federal district court for the Central District of California. The complaint alleges misappropriation and conversion in connection with the public performance of sound recordings recorded prior to February 15, 1972. On December 19, 2014, Pandora filed a motion to strike the complaint pursuant to California’s Anti-Strategic Lawsuit Against Public Participation ~~(“Anti-SLAPP”~~("Anti-SLAPP") ~~statute. This motion~~statute, which was ~~denied, and we have~~ appealed ~~the ruling~~ to the Ninth Circuit Court of Appeals. ~~As a result, the~~The district court litigation ~~has been~~is currently stayed pending the Ninth ~~Circuit's review.~~Circuit’s decision. On December 8, 2016, the Ninth Circuit heard oral argument on the Anti-SLAPP motion. On March 15, 2017, the Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions. The California Supreme Court has accepted certification and opening briefs are due on August 4, 2017.

OnBetween September 14, 2015 and October 19, 2015, Arthur and Barbara Sheridan ~~et al~~ filed aseparate class action ~~suit~~suits against ~~Pandora Media, Inc.~~the Company in the federal district ~~court~~courts for the Northern District of ~~California.~~California, District of New Jersey and Northern District of Illinois. The ~~complaint alleges~~complaints allege a variety of violations of common law and state copyright statutes, common law misappropriation, unfair competition, conversion, unjust enrichment and violation of ~~California~~ rights of publicity arising from allegations that we owe royalties for the public performance of sound recordings recorded prior to February 15, 1972. ~~On October 28, 2015, the Court granted the parties’ stipulation to stay the district court~~The action ~~pending the Ninth Circuit’s review of Pandora’s appeal~~ in ~~Flo & Eddie et al. v. Pandora Media, Inc., which involves similar allegations.~~

Illinois

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(unaudited)

was dismissed by the court in June 2017. The actions in California and New Jersey are currently stayed pending the Ninth Circuit's decision in Flo & Eddie, Inc. v. Pandora Media, Inc.

On September ~~16, 2015, Arthur and Barbara Sheridan,~~7, 2016, Ponderosa Twins Plus One et alal. filed a ~~second~~ class action suit against ~~Pandora Media, Inc. in~~ the ~~federal district court for the Southern District~~Company alleging claims similar to that of New York. The complaint alleges common law copyright infringement, violation of New York right of publicity, unfair competition and unjust enrichment arising from allegations that we owe royalties for the public performance of sound recordings recorded prior to February 15, 1972. On October 28, 2015 the Court granted the parties’ stipulation to stay the district court action pending the Second Circuit’s review of Sirius XM’s appeal in the Flo & Eddie, ~~et al.~~Inc. v. ~~Sirius XM matter, which involves similar allegations.~~

~~On October 17, 2015, Arthur and Barbara Sheridan, et al filed a third class~~Pandora Media Inc. The action ~~suit against us~~is currently stayed in ~~the federal district court for~~ the Northern District of Illinois (“Third Class Action Suit”). The complaint alleges common law copyright infringement, violation of the Illinois Uniform Deceptive Trade Practices Act, conversion, and unjust enrichment arising from allegations that we owe royalties for the public performance of sound recordings recorded prior to February 15, 1972. On December 29, 2015, Pandora filed a motion to dismiss and motion to stay the caseCalifornia pending the ~~Second~~Ninth Circuit’s ~~decision. The motion to stay was denied, and the motion to dismiss remains pending.~~

~~On October 19, 2015, Arthur and Barbara Sheridan, et al filed a fourth class action suit against us~~decision in the federal district court for the District of New Jersey (“Fourth Class Action Suit”). The complaint alleges common law copyright infringement, unfair competition and unjust enrichment arising from allegations that we owe royalties for the public performance of sound recordings recorded prior to February 15, 1972. On December 29, 2015,Flo & Eddie, Inc. v. Pandora ~~filed a motion to dismiss and motion to stay the case pending the Second Circuit’s decision. On March 16, 2016, the district court granted the motion to stay.~~Media, Inc.

The outcome of any litigation is inherently uncertain. Except as noted above, ~~including with respect to the $90 million settlement for UMG Recordings, Inc. et al v. Pandora Media Inc. in the Supreme Court of the State of New York,~~ we do not believe it is probable that the final outcome of the matters discussed above will, individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on our business. In particular, rate court proceedings could take years to complete, could be very costly and may result in current and past royalty rates that are materially less favorable than rates we currently pay or have paid in the past.

Indemnification Agreements, Guarantees and Contingencies

In the ordinary course of business, we are party to certain contractual agreements under which we may provide indemnifications of varying scope, terms and duration to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. Such indemnification provisions are accounted for in accordance with guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others. To date, we have not incurred, do not anticipate incurring and therefore have not accrued for, any costs related to such indemnification provisions.

While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on our business, financial position, results of operations or cash flows.

6. ~~Goodwill~~Assets and ~~Intangible Assets~~Liabilities Held for Sale

Ticketfly

In June 2017, we entered into an agreement to sell Ticketfly, our ticketing service segment, to Eventbrite, Inc. ("Eventbrite") for an estimated purchase price of $184.5 million, which includes an aggregate purchase price of $200.0 million, less estimated purchase price adjustments of $10.9 million for certain indemnification provisions and costs to sell of $4.6 million. The $200.0 million aggregate purchase price consists of $150.0 million in cash and $50.0 million in the form of a convertible subordinated promissory note (the "Note"), which are payable and issuable at the closing of the transaction. We expect the sale to be completed in the three months ending September 30, 2017. The purchase price is subject to customary adjustments for working capital and certain indemnification provisions. The Note will be due five years from its issuance date (the "Maturity Date") and will accrue interest at a rate of 6.5% per annum, payable quarterly in cash or stock for the first year, and in cash thereafter. Prior to the Maturity Date, the Note is convertible at the Company’s option into shares of Eventbrite’s common stock.

As a result of the agreement, we met the requirements to classify the assets and liabilities of Ticketfly as held for sale in the three months ended June 30, 2017. During the three and six months ended June 30, 2017, we recognized goodwill impairment of $131.7 million for the Ticketfly assets held for sale, which was based on the fair value of these net assets as implied by the estimated purchase price of $184.5 million. We consider the fair value of the net assets to be classified as Level 2 within the fair value hierarchy because Ticketfly is not a publicly traded company. Instead, the fair value was based on other observable inputs, such as the selling price, which represents an exit price.

The revenues and expenses of Ticketfly are included in our condensed consolidated statements of operations for the three and six months ended June 30, 2016 ~~we completed a business combination that was not material to our condensed consolidated financial statements. During~~and 2017. The following table provides Ticketfly's loss before provision for income taxes for the three ~~months ended June 30, 2016, we made an adjustment to goodwill~~ and ~~deferred tax liabilities as a result of the impact of final pre-acquisition Ticketfly income tax returns filed. The changes in the carrying amount of goodwill for the~~ six months ended June 30, 2016 ~~are as follows:~~

and 2017:

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Goodwill
(in thousands)
Balance as of December 31, 2015 $ 303,875
Goodwill resulting from business combination and purchase price adjustments 2,840
Balance as of June 30, 2016 $ 306,715



	Three months ended June 30,				Six months ended June 30,
	2016		2017		2016		2017
	(in thousands)
Loss before benefit from (provision for) income taxes	$	8,230	$	141,041	$	15,851	$	151,245

KXMZ

~~The following summarizes information regarding~~In June 2017, we entered into a purchase agreement to sell KXMZ, an FM radio station based in Rapid City, South Dakota. As a result of the ~~gross carrying amounts~~purchase agreement, we met the requirements to classify the assets and ~~accumulated amortization~~liabilities of ~~intangible assets.~~

As of December 31, 2015 As of June 30, 2016
Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value
(in thousands) (in thousands)
Finite-lived intangible assets
Patents $ 8,030
$ (1,824 ) $ 6,206
$ 8,030
$ (2,190 ) $ 5,840
Developed technology 56,050
(1,265 ) 54,785
56,166
(7,431 ) 48,735
Customer relationships - clients 37,300
(777 ) 36,523
37,400
(3,131 ) 34,269
Customer relationships - users 1,940
(318 ) 1,622
1,940
(803 ) 1,137
Trade names 11,720
(304 ) 11,416
11,735
(1,204 ) 10,531
Total finite-lived intangible assets $ 115,040
$ (4,488 ) $ 110,552
$ 115,271
$ (14,759 ) $ 100,512

Indefinite-lived intangible assets
FCC license - Broadcast Radio $ 193
$ —
$ 193
$ 193
$ —
$ 193

Total intangible assets $ 115,233
$ (4,488 ) $ 110,745
$ 115,464
$ (14,759 ) $ 100,705

~~Amortization expense of intangible assets was $0.2 million and $5.1 million~~KXMZ as held for sale in the three months ended June 30, ~~2015~~2017. This did not result in a material impact to our condensed consolidated financial statements.

Assets and ~~2016. Amortization expense of intangible assets was $0.4 million and $10.3 million~~Liabilities Held for ~~the six months ended June 30, 2015 and 2016.~~Sale

The following ~~is a schedule~~table provides the carrying amounts of ~~future amortization expense related to finite-lived intangible~~the major classes of assets and liabilities of Ticketfly and KXMZ included in held for sale in our Condensed Consolidated Balance Sheet as of June 30, ~~2016.~~2017.

As of
June 30,
2016
(in thousands)
Remainder of 2016 $ 10,276
2017 20,118
2018 17,654
2019 17,129
2020 15,896
Thereafter 19,439
Total future amortization expense $ 100,512



	As of June 30, 2017
Assets held for sale
Cash and cash equivalents	$	25,583
Accounts receivable, net	5,625
Prepaid expenses and other current assets	10,293
Property and equipment, net	5,096
Goodwill	103,474
Intangible assets, net	57,932
Other long-term assets	19,841
Total assets held for sale	$	227,844
Liabilities held for sale
Accounts payable, accrued liabilities and accrued compensation	$	5,637
Other current liabilities	28,758
Other long-term liabilities	8,664
Total liabilities held for sale	$	43,059

The above assets and liabilities held for sale have been classified as current due to our expectation that the sales will be completed within one year of June 30, 2017. Given that the sales of Ticketfly and KXMZ do not represent a strategic shift in our business, we have not classified the operations of these business as discontinued operations in our Condensed Consolidated Statements of Operations.

7. ~~Debt Instruments~~Goodwill and Intangible Assets

~~Long-term debt, net consisted~~During the three and six months ended June 30, 2017, we entered into agreements to sell Ticketfly and KXMZ and met the requirements to classify the assets and liabilities of Ticketfly and KXMZ as held for sale. As a result of the ~~following:~~Ticketfly agreement, we recognized a goodwill impairment of $131.7 million for the Ticketfly assets held for sale, which was based on the fair value of these net assets as implied by the estimated purchase price of $184.5 million, which includes an aggregate purchase price of $200.0 million, less estimated purchase price adjustments of $10.9 million for certain indemnification provisions and costs to sell of $4.6 million. As a result of the KXMZ agreement, we recognized a goodwill impairment of $0.3 million for the KXMZ assets held for sale, which was based on the fair value of these net assets as implied by the estimated purchase price. We performed goodwill impairment testing on our remaining goodwill, noting no additional impairment.

The changes in the carrying amount of goodwill in each of our reporting segments for the six months ended June 30, 2017, are as follows:

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

As of December 31, As of June 30,
2015 2016
(in thousands)
1.75% convertible senior notes due 2020 $ 345,000
$ 345,000
Unamortized discount on convertible senior notes (110,423 ) (101,517 )
Long-term debt, net $ 234,577
$ 243,483



	Pandora			Ticketfly			Total
	(in thousands)
Balance as of December 31, 2016	$	71,650		$	235,041		$	306,691
Goodwill impairment	(300		)	(131,697		)	(131,997		)
Goodwill classified as held for sale	(107		)	(103,367		)	(103,474		)
Effect of currency translation adjustment	—			23			23
Balance as of June 30, 2017	$	71,243		$	—		$	71,243

The following summarizes information regarding the gross carrying amounts and accumulated amortization of intangible assets.



	As of December 31, 2016							As of June 30, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Intangible Assets Held for Sale			Net Carrying Value
	(in thousands)							(in thousands)
Finite-lived intangible assets
Patents	$	8,030	$	(2,556	)	$	5,474	$	8,030	$	(2,923	)	$	—		$	5,107
Developed technology	56,162		(13,599		)	42,563		56,162		(19,293		)	(19,235		)	17,634
Customer relationships—clients	37,399		(5,487		)	31,912		37,399		(7,449		)	(29,950		)	—
Customer relationships—users	1,940		(1,288		)	652		1,940		(1,732		)	(208		)	—
Trade names	11,735		(2,104		)	9,631		11,735		(2,895		)	(8,346		)	494
Total finite-lived intangible assets	$	115,266	$	(25,034	)	$	90,232	$	115,266	$	(34,292	)	$	(57,739	)	$	23,235

Indefinite-lived intangible assets
FCC license - Broadcast Radio	$	193	$	—		$	193	$	193	$	—		$	(193	)	$	—

Total intangible assets	$	115,459	$	(25,034	)	$	90,425	$	115,459	$	(34,292	)	$	(57,932	)	$	23,235
Note: Amounts may not recalculate due to rounding

Amortization expense of intangible assets was $5.1 million and $4.1 million for the three months ended June 30, 2016 and 2017. Amortization expense of intangible assets was $10.3 million and $9.3 million for the six months ended June 30, 2016 and 2017.

The following is a schedule of future amortization expense related to finite-lived intangible assets as of June 30, 2017.

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)



	As of June 30, 2017
	(in thousands)
Remainder of 2017	$	3,827
2018	6,066
2019	5,546
2020	5,251
2021	727
Thereafter	1,818
Total future amortization expense	$	23,235

8.Debt Instruments

Long-term debt, net consisted of the following:



	As of December 31,			As of June 30,
	2016			2017
	(in thousands)
1.75% convertible senior notes due 2020	$	345,000		$	345,000
Credit facility	90,000			90,000
Unamortized discount and deferred issuance costs	(92,753		)	(82,843		)
Long-term debt, net	$	342,247		$	352,157

Convertible Debt Offering

On December 9, 2015, we completed an unregistered Rule 144A offering for the issuance of $345.0 million aggregate principal amount of our 1.75% Convertible Senior Notes due 2020 (the ~~“Notes”~~"Notes"). In connection with the issuance of the Notes, we entered into capped call transactions with the initial purchaser of the Notes and an additional financial institution (“("capped call ~~transactions”~~transactions").

The net proceeds from the sale of the Notes were approximately $336.5 million, after deducting the initial purchasers' fees and other estimated expenses. We used approximately $43.2 million of the net proceeds to pay the cost of the capped call transactions.

The Notes are unsecured, senior obligations of Pandora, and interest is payable semi-annually at a rate of 1.75% per annum. The Notes will mature on December 1, 2020, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms prior to such date. Prior to July 1, 2020, the Notes are convertible at the option of holders only upon the occurrence of specified events or during certain periods as further described ~~below;~~in Note 7 "Debt Instruments" in our Annual Report on Form 10-K for the year ended December 31, 2016; thereafter, until the second scheduled trading day prior to maturity, the Notes will be convertible at the option of holders at any time.

~~The conversion rate for the Notes is initially 60.9050 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $16.42~~ ~~per share of our common stock, and is subject to adjustment in certain circumstances.~~

We will not have the right to redeem the Notes prior to December 5, 2018. We may redeem all or any portion of the Notes for cash at our option on or after December 5, 2018 if the last reported sale price of our common stock is at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period, including the last trading day of such period, ending on, and including, any of the five trading days immediately preceding the date on which we provide notice of redemption. Any optional redemption of the Notes will be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The maximum number of shares of common stock the Notes are convertible into is approximately 27.3 million~~, and is subject to adjustment under certain circumstances.~~

~~The Notes will be convertible at the option of holders only under the following circumstances:~~

Prior to the close of business on the business day immediately preceding July 1, 2020, during any calendar quarter commencing after the calendar quarter ending on March 31, 2016 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive), during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

Prior to the close of business on the business day immediately preceding July 1, 2020, during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

~~Prior to the business day immediately preceding July 1, 2020, upon the occurrence of specified corporate events; or~~

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~~Pandora Media, Inc.~~

~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~

~~At any time on or after July 1, 2020 until the close of business on the second scheduled trading day immediately preceding the December 1, 2020 maturity date.~~

Upon the occurrence of a make-whole fundamental change or if we call all or any portion of the Notes for redemption prior to July 1, 2020, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the related redemption period.

The Notes were separated into debt and equity components and assigned a fair value. The value assigned to the debt component is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the cash proceeds and this estimated fair value represents the value which has been assigned to the equity component and recorded as a debt discount. The debt discount is being amortized using the effective interest method over the period from the date of issuance through the December 1, 2020 maturity date.

The ~~initial debt component~~valuation of the Notes ~~was valued at $233.5 million, based~~is further described in Note 7 "Debt Instruments" in our Annual Report on Form 10-K for the contractual cash flows discounted at an appropriate market rate for non-convertible debt at the date of issuance. The carrying value of the permanent equity component reported in additional paid-in-capital was initially valued at $103.0 million, which is net of $2.6 millionyear ended December 31, 2016. ~~of fees and expenses allocated to the equity component.~~

The following table outlines the effective interest rate, contractually stated interest expense and costs related to the amortization of the discount for the Notes:

Three months ended
June 30, Six months ended
June 30,
2016
(in thousands except for effective interest rate)
Effective interest rate 10.18 % 10.18 %
Contractually stated interest expense $ 1,509
$ 3,019
Amortization of discount $ 4,503
$ 8,938

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The capped call transactions are expected to reduce the potential dilution to our common stock and/or offset the cash payments we would be required to make in excess of the principal amount of the converted Notes in the event that the market price of our common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction, with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. The strike price of the capped call transactions corresponds to the initial conversion price of the Notes and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions have an initial cap price of $25.26 per share and are subject to certain adjustments under the terms of the capped call transactions. The capped call transactions have been included as a net reduction to additional paid-in capital within stockholders’ equity.



	Three months ended June 30,						Six months ended June 30,
	2016			2017			2016			2017
	(in thousands except for effective interest rate)
Effective interest rate	10.18		%	10.18		%	10.18		%	10.18		%
Contractually stated interest expense	$	1,509		$	1,493		$	3,019		$	3,002
Amortization of discount	$	4,503		$	4,912		$	8,938		$	9,799

The total estimated fair value of the Notes as of June 30, ~~2016~~2017 was ~~$345.1~~$331.9 million. The fair value was determined using a methodology that combines direct market observations with quantitative pricing models to generate evaluated prices. We consider the fair value of the Notes to be a Level 2 measurement due to the limited trading activity of the Notes.

The closing price of our common stock was ~~$12.45~~$8.92 on June 30, ~~2016,~~2017, which was less than the initial conversion price for the Notes of approximately $16.42 per share. As such, the if-converted value of the Notes was less than the principal amount of $345.0 million.

Credit Facility

We are party to a $120.0 million credit facility with a syndicate of financial institutions, which expires on September 12, 2018. In September 2016, we borrowed $90.0 million from the credit facility to enhance our working capital position. The amount borrowed is included in long-term debt on our balance sheet. Interest is payable quarterly at the applicable annual interest rate of 3.81% through September 2017. The applicable interest rate will be adjusted in September 2017.

As of June 30, ~~2016,~~2017, we had ~~no borrowings outstanding,~~ $1.2 million in letters of credit outstanding and ~~$118.8~~$28.8 million of available borrowing capacity under the credit facility. We are in compliance with all financial covenants associated with the credit facility as of June 30, ~~2016~~.2017.

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

9.Redeemable Convertible Preferred Stock

In June 2017, we entered into an agreement with Sirius XM Radio, Inc. ("Sirius XM") to sell 480,000 shares of Series A redeemable convertible preferred stock ("Series A") for $1,000 per share, with gross proceeds of $480.0 million (the "Sirius XM Investment Agreement"). The Series A shares will be issued in two rounds: an initial closing of 172,500 shares for $172.5 million that occurred on June 9, 2017 upon signing the agreement with Sirius XM, and an additional closing of 307,500 shares for $307.5 million that is subject to antitrust clearance and other customary closing conditions. We expect the additional closing to occur in the fourth quarter of 2017. In the three and six months ended June 30, 2017, total proceeds to the Company from the initial closing, net of preferred stock issuance costs of $13.9 million, were $158.6 million, exclusive of the termination fee paid to KKR Classic Investors L.P. ("KKR"), and certain related expenses, totaling $23.5 million as described below.

Conversion Feature

Holders of the Series A shares have the option, at any time after the additional closing, or if the Sirius XM Investment Agreement is terminated prior to the additional closing, the date of such termination, to convert their shares plus any accrued dividends into common stock. We have the right to settle the conversion in cash, common stock or a combination thereof. The conversion rate for the Series A is initially 95.2381shares of common stock per each share of Series A, which is equivalent to an initial conversion price of approximately $10.50 per share of our common stock, and is subject to adjustment in certain circumstances. Dividends on the Series A will accrue on a daily basis, whether or not declared, and will be payable on a quarterly basis at a rate of 6% per year. We have the option to pay dividends in cash when authorized by the Board and declared by the Company or accumulate dividends in lieu of paying cash. Dividends accumulated in lieu of paying cash will continue to accrue and cumulate at rate of 6% per year.

Redemption Feature

Under certain circumstances, we will have the right to redeem the Series A on or after the date which is three years after the additional closing or, if the additional closing does not occur, the third anniversary of the initial closing. The Series A holders will have the right to require us to redeem the Series A on or after the date which is five years after the additional closing or, if the additional closing does not occur, the fifth anniversary of the initial closing. Any optional redemption of the Series A will be at a redemption price equal to 100% of the liquidation preference, plus accrued and unpaid dividends to, but excluding, the redemption date. We have the option to redeem the Series A in cash, common stock or a combination thereof.

Fundamental Changes

If certain fundamental changes involving the Company occur, including change in control or liquidation, the Series A will be redeemed subject to certain adjustments, as determined by the date of the fundamental change. The change in control amount is the greater of the redemption value of 100% of the liquidation preference, plus all accrued dividends unpaid through the fifth anniversary of the initial closing, assuming the shares would have remained outstanding through that date, or the price that common stockholders would receive if the Series A shares had been redeemed immediately prior to the announcement of the change in control.

Recognition

Since the redemption of the Series A is contingently or optionally redeemable and therefore not certain to occur, the Series A is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A is redeemable at the option of the holders and is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company's control, we have classified the Series A in the redeemable convertible preferred stock line item in our condensed consolidated balance sheets. We did not identify any embedded features that would require bifurcation from the equity-like host instrument. We have elected to recognize the Series A at the redemption value at each period end, and have recorded the issuance costs through retained earnings as a deemed preferred stock dividend. In addition, we have elected to account for the 6% dividend at the stated rate.

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)



	As of June 30,
	2017
	(in thousands)
Series A redeemable convertible preferred stock	$	172,500
Issuance costs	(13,935		)
Accretion of issuance costs	13,935
Stock dividend payable to preferred stockholders	595
Redeemable convertible preferred stock	$	173,095

Contract Termination Fees

In May 2017, we entered into an agreement to sell redeemable convertible preferred stock to KKR. In June 2017, in conjunction with the Series A, we terminated the previous contractual commitment to sell redeemable convertible preferred stock to KKR, which resulted in a contract termination fee and related legal and professional fees, totaling $23.5 million. This is included in the contract termination fees line item of our condensed consolidated statements of operations.

8.10. Stock-based Compensation Plans and Awards

ESPP

The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation. The ESPP provides for six-month offering periods, commencing in February and August of each year.

We estimate the fair value of shares to be issued under the ESPP on the first day of the offering period using the Black-Scholes valuation model. The determination of the fair value is affected by our stock price on the first date of the offering period, as well as other assumptions including the risk-free interest rate, the estimated volatility of our stock price over the term of the offering period, the expected term of the offering period and the expected dividend rate. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering ~~period, net of estimated forfeitures.~~period. Forfeitures are recognized as they occur.

The following assumptions for the Black-Scholes option pricing model were used to determine the per-share fair value of shares to be granted under the ESPP:


	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2015		2016		2015		2016		2016		2017		2016		2017
Expected life (in years)	0.5		0.5		0.5		0.5		0.5		0.5		0.5		0.5
Risk-free interest rate	0.07	%	0.41	%	0.05 - 0.07%		0.24 - 0.41%		0.41%		0.65	%	0.24 - 0.41%		0.44 - 0.65%
Expected volatility	42	%	41	%	42	%	41	%	41%		39	%	41	%	39 - 52%
Expected dividend yield	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%

During the three months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we withheld ~~$1.7~~$2.2 million and ~~$2.2~~$3.3 million in contributions from employees and recognized ~~$0.6~~$0.7 million and ~~$0.7~~$1.0 million of stock-based compensation expense related to the ESPP, respectively. During the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we withheld ~~$3.3~~$3.8 million and ~~$3.8~~$6.1 million in contributions from employees and recognized ~~$1.2~~$1.4 million and ~~$1.4~~$1.9 million of stock-based compensation expense related to the ESPP, respectively. In the six months ended June 30, ~~2015~~2016 and ~~2016, 282,966~~2017, 611,348 and ~~611,348~~547,765 shares of common stock were issued under the ESPP. There were no shares of common stock issued under the ESPP in the three months ended June 30, ~~2015~~2016 and ~~2016.~~2017.

Employee Stock-Based Awards

Our 2011 Equity Incentive Plan (the ~~“2011 Plan”~~"2011 Plan") provides for the issuance of stock options, restricted stock units and other stock-based awards to our employees. The 2011 Plan is administered by the compensation committee of our board of directors.

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Pandora Media, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Stock options

We measure stock-based compensation ~~expenses~~expense for stock options at the grant date fair value of the award and recognize ~~expenses~~expense on a straight-line basis over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes option-pricing model. During the three months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we recorded stock-based compensation expense from stock options of approximately ~~$2.4~~$2.3 million and ~~$2.3~~$4.0 million. During the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we recorded stock-based compensation expense from stock options of approximately ~~$5.2~~$9.2 million and ~~$9.2~~$5.9 million.

The per-share fair value of each stock option was determined on the grant date using the Black-Scholes option pricing model using the following assumptions:



	Three months ended June 30,			Six months ended June 30,
	2016	2017		2016	2017
Expected life (in years)	N/A	6.00		N/A	5.93 - 6.05
Risk-free interest rate	N/A	1.92%		N/A	1.92 - 2.18%
Expected volatility	N/A	61%		N/A	61%
Expected dividend yield	N/A	0	%	N/A	0	%

There were no options granted in the three and six months ended June 30, ~~2015 and~~ 2016.

~~Restricted stock units ("RSUs")~~RSUs

The fair value of ~~the restricted stock units~~RSUs is expensed ratably over the vesting period. RSUs typically have an initial annual cliff vest and then vest quarterly thereafter over the service period, which is generally three to four years. During the three

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~~Pandora Media, Inc.~~

~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~

months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we recorded stock-based compensation expense from RSUs of approximately ~~$24.1~~$28.1 million and ~~$28.1~~$33.4 million. During the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, we recorded stock-based compensation expense from RSUs of approximately ~~$43.7~~$59.1 million and ~~$59.1~~$58.8 million.

MSUs

In March 2015, the compensation committee of the board of directors granted performance awards consisting of market stock units to certain key executives under our 2011 Plan.

MSUs granted in March 2015 are earned as a function of Pandora’s ~~total stock return ("TSR")~~TSR performance measured against that of the Russell 2000 Index across three performance periods:

One-third of the target MSUs are eligible to be earned for a performance period that is the first calendar year of the MSU grant (the ~~“One-Year~~"One-Year Performance ~~Period”~~Period");

One-third of the target MSUs are eligible to be earned for a performance period that is the first two calendar years of the MSU grant (the ~~“Two-Year~~"Two-Year Performance ~~Period”~~Period"); and

Any remaining portion of the total potential MSUs are eligible to be earned for a performance period that is the entire three calendar years of the MSU grant (the ~~“Three-Year~~"Three-Year Performance ~~Period”~~Period").

For each performance period, a ~~“performance multiplier”~~"performance multiplier" is calculated by comparing Pandora’s TSR for the period to the Russell 2000 Index TSR for the same period, using the average adjusted closing stock price of Pandora stock, and the Russell 2000 Index, for ninety calendar days prior to the beginning of the performance period and the last ninety calendar days of the performance period. In each period, the target number of shares will vest if the Pandora TSR is equal to the Russell 2000 Index TSR. For each percentage point that the Pandora TSR falls below the Russell 2000 Index TSR for the period, the performance multiplier is decreased by three percentage points. The performance multiplier is capped at 100% for the One-Year and Two-Year Performance Periods. However, the full award is eligible for a payout up to 200% of target, less any shares earned in prior periods, in the Three-Year Performance Period. Specifically, for each percentage point that the Pandora TSR exceeds the Russell 2000 Index TSR for the Three-Year Performance Period, the performance multiplier is increased by 2%. As such, the

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

ability to exceed the target number of shares is determined exclusively with respect to Pandora's three-year TSR during the term of the award.

We have determined the grant-date fair value of the MSUs using a Monte Carlo simulation performed by a third-party valuation firm. We recognize stock-based compensation for the MSUs over the requisite service period, which is approximately three years, using the accelerated attribution method.

~~During the six months ended June 30, 2015 we granted 776,000 MSUs at a total grant-date fair value of $4.3 million.~~ There were no MSUs granted in the three or six months ended June 30, ~~2016.~~2016 or 2017. During the three months ended June 30, ~~2015~~2016, we recorded approximately $0.2 million in stock-based compensation expense from MSUs. During the three months ended June 30, 2017, we recorded a credit to stock-based compensation expense from MSUs of approximately $0.1 million as a result of executive terminations. During the six months ended June 30, 2016 and ~~2016,~~2017, we recorded stock-based compensation expense from MSUs of approximately ~~$0.5~~$0.4 million and $0.2 ~~million. During the six months ended June 30, 2015 and 2016, we recorded stock-based compensation expense from MSUs of approximately $0.6 million and $0.4~~ million.

In February 2016 and January 2017, the compensation committee of the board of directors certified the results of the One-Year Performance Period and Two-Year Performance Period of the 2015 MSU grant, which concluded December 31, ~~2015.~~2015 and 2016. During the One-Year Performance Period, our relative TSR declined 26 percentage points relative to the Russell 2000 Index TSR for the period, which resulted in the vesting of the One-Year Performance Period at 22% of the one-third vesting opportunity for the period. During the Two-Year Performance Period, our relative TSR declined 48 percentage points relative to the Russell 2000 Index TSR for the period, which resulted in vesting of the Two-Year Performance Period at 0% of the one-third vesting opportunity for the period.

PSUs

In April and October 2016, the compensation committee of the board of directors granted 2016 Performance Awards consisting of stock-settled performance-based RSUs to certain key executives under our 2011 Plan.

PSUs granted in April and October 2016 have a vesting period that includes a ~~four year~~four-year service period, during which one fourth of the awards will vest after one year and the remainder will vest quarterly thereafter. The PSUs are earned when our trailing average ninety-day stock price is equal to or greater than $20.00. If the trailing average ninety-day stock price does not equal or exceed $20.00 on the applicable vesting date, then the portion of the award that was scheduled to vest on such vesting date shall not

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~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~(unaudited)~~

vest but shall vest on the next vesting date on which the trailing average ninety-day stock price equals or exceeds $20.00. Any portion of the award that remains unvested as of the final vesting date shall be canceled and forfeited.

We have determined the grant-date fair value of the PSUs granted in April and October 2016 using a Monte Carlo simulation performed by a third-party valuation firm. We recognize stock-based compensation for the PSUs over the requisite service period, which is approximately four years, using the accelerated attribution method.

During the three and six months ended June 30, 2016 we granted 1,725,000 PSUs at a total grant-date fair value of $8.7 million. There were no PSUs granted in the three or six months ended June 30, ~~2015.~~2017. During the three ~~and six~~ months ended June 30, 2016 and 2017, we recorded stock-based compensation expense from PSUs of approximately $1.1 million and $0.3 million. ~~There was no~~During the six months ended June 30, 2016 and 2017, we recorded stock-based compensation expense from PSUs ~~in the three or six months ended June 30, 2015.~~of approximately $1.1 million and $1.4 million.

Stock-based Compensation Expense

Stock-based compensation expense related to all employee and non-employee stock-based awards was as follows:

Three months ended
June 30, Six months ended
June 30,
2015 2016 2015 2016
(in thousands) (in thousands)
Stock-based compensation expense

Cost of revenue - Other $ 1,406
$ 1,544
$ 2,613
$ 3,021
Cost of revenue - Ticketing service —
67
—
127
Product development 5,354
7,243
9,959
15,744
Sales and marketing 13,327
15,128
24,671
28,741
General and administrative 7,397
8,450
13,436
23,454
Total stock-based compensation expense $ 27,484
$ 32,432
$ 50,679
$ 71,087

In the six months ended June 30, 2016, we recorded stock-based compensation expense of $6.8 million related to accelerated awards in connection with executive severance. This amount is included in the general and administrative line item of our condensed consolidated statements of operations.

9.~~Net Loss Per Share~~

~~Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.~~

Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units, market stock units and performance-based RSUs, to the extent dilutive. Basic and diluted net loss per share were the same for the three and six months ended June 30, 2015 and 2016, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

2022

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)



	Three months ended June 30,				Six months ended June 30,
	2016		2017		2016		2017
	(in thousands)				(in thousands)
Stock-based compensation expense
Cost of revenue—Other	$	1,544	$	814	$	3,021	$	1,629
Cost of revenue—Ticketing service	67		34		127		63
Product development	7,243		9,422		15,744		17,337
Sales and marketing	15,128		15,102		28,741		28,598
General and administrative	8,450		13,236		23,454		20,599
Total stock-based compensation expense	$	32,432	$	38,608	$	71,087	$	68,226

In the six months ended June 30, 2016 and three and six months ended June 30, 2017, we recorded stock-based compensation expense of $6.8 million and $5.4 million related to accelerated awards in connection with executive terminations. The majority of this amount is included in the general and administrative line item of our condensed consolidated statements of operations.

11.Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units, market stock units, performance-based RSUs and instruments convertible into common stock, to the extent dilutive. Basic and diluted net loss per common share were the same for the three and six months ended June 30, 2016 and 2017, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table sets forth the computation of historical basic and diluted net loss per common share:


	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2015			2016			2015			2016			2016			2017			2016			2017
	(in thousands except per share amounts)						(in thousands except per share amounts)						(in thousands except per share amounts)						(in thousands except per share amounts)
Numerator
Net loss	$	(16,065	)	$	(76,333	)	$	(64,322	)	$	(191,435	)	$	(76,333	)	$	(275,136	)	$	(191,435	)	$	(407,403	)
Less: Stock dividend payable to preferred stockholders													—			(14,528		)	—			(14,528		)
Net loss available to common stockholders													(76,333		)	(289,664		)	(191,435		)	(421,931		)
Denominator
Weighted-average common shares outstanding used in computing basic and diluted net loss per share	211,742			229,745			210,840			228,202
Net loss per share, basic and diluted	$	(0.08	)	$	(0.33	)	$	(0.31	)	$	(0.84	)
Weighted-average basic and diluted common shares													229,745			241,320			228,202			239,428
Net loss per common share, basic and diluted													$	(0.33	)	$	(1.20	)	$	(0.84	)	$	(1.76	)

The following potential common shares outstanding were excluded from the computation of diluted net loss per common share because including them would have been anti-dilutive:

As of June 30,
2015 2016
(in thousands)
Options to purchase common stock 10,478
10,027
Restricted stock units 16,189
23,906
Performance awards* 776
2,416
Total common stock equivalents 27,443
36,349
*Includes potential common shares outstanding for MSUs and PSUs

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)



	As of June 30,
	2016	2017
	(in thousands)
Options to purchase common stock	10,027	9,384
Restricted stock units	23,906	21,739
Performance awards*	2,416	1,993
Shares issuable pursuant to the ESPP	720	589
Total common stock equivalents	37,069	33,705
*Includes potential common shares outstanding for MSUs and PSUs

On June 9, 2017, we entered into an agreement with Sirius XM to sell 480,000 shares of Series A, of which 172,500 shares were issued in the three months ended June 30, 2017. Under the treasury stock method, the Series A will generally have a dilutive impact on earnings per share if our average stock price for the period exceeds approximately $10.50 per share of our common stock, the conversion price of the Series A. For the period from the issuance of the offering through June 30, 2017, the conversion feature of the Series A was anti-dilutive, as our average stock price was less than the conversion price.

On December 9, 2015, we completed an offering of our 1.75% convertible senior notes due 2020. Under the treasury stock method, the Notes will generally have a dilutive impact on earnings per share if our average stock price for the period exceeds approximately $16.42 per share of our common stock, the conversion price of the Notes. For the period from the issuance of the offering of the Notes through June 30, ~~2016,~~2017, the conversion feature of the Notes was ~~anti-dilutive.~~anti-dilutive, as our average stock price was less than the conversion price.

In connection with the pricing of the Notes, we entered into capped call transactions which increase the effective conversion price of the Notes, and are designed to reduce potential dilution upon conversion of the Notes. Since the beneficial impact of the capped call is anti-dilutive, it is excluded from the calculation of earnings per share. Refer to Note 78 "Debt Instruments" for further details regarding our Notes.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

12.Segment Data and Revenue by Geographic Area

Segment Data

Our two operating segments, which are the same as our two reportable segments, are as follows:

Pandora—Internet radio and on-demand music services

Pandora is the world’s most powerful music discovery platform, offering a personalized experience for each of our listeners wherever and whenever they want to listen to music—whether through earbuds, car speakers or home audio/video equipment. Pandora is available as an ad-supported service, a radio subscription service called Pandora Plus and an on-demand subscription service called Pandora Premium. The majority of our listener hours occur on mobile devices, with the majority of our revenue generated from advertising on our ad-supported service on these devices. We offer both local and national advertisers the opportunity to deliver targeted messages to our listeners using a combination of audio, display and video advertisements. We also generate revenue from subscriptions to Pandora Plus and Pandora Premium.

Ticketing service

We operate our ticketing service through our subsidiary Ticketfly, a leading live events technology company that provides ticketing and marketing software and services for clients, which are venues and event promoters, across North America. Ticketfly's ticketing, digital marketing and analytics software helps promoters book talent, sell tickets and drive in-venue revenue, while Ticketfly's consumer tools help fans find and purchase tickets to events. Tickets are primarily sold through the Ticketfly platform but are also sold through other channels such as box offices.

The measurement basis of segment profit or loss is gross profit, as operating expenses and working capital are all managed on an aggregate basis. Total segment assets have not been presented as segment assets are not reported to, used by management to allocate resources to or used to assess performance of the segments.

In June 2017, we entered into an agreement to sell Ticketfly. Refer to Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly disposition.

The following table provides the financial performance of our reportable segments, including a reconciliation of gross profit from segment operations to gross profit from total operations:



	Three months ended June 30,
	2016							2017
	Pandora		Ticketfly		Total			Pandora		Ticketfly		Total
	(in thousands)							(in thousands)
Revenues	$	320,251	$	22,771	$	343,022		$	347,104	$	29,730	$	376,834
Cost of revenues	201,739		15,259		216,998			223,315		20,510		243,825
Gross profit	$	118,512	$	7,512	$	126,024		$	123,789	$	9,220	$	133,009
Operating and other expenses					(202,357		)					(408,145		)
Net loss					$	(76,333	)					$	(275,136	)



	Six months ended June 30,
	2016							2017
	Pandora		Ticketfly		Total			Pandora		Ticketfly		Total
	(in thousands)							(in thousands)
Revenues	$	595,291	$	45,036	$	640,327		$	635,290	$	57,548	$	692,838
Cost of revenues	394,198		29,905		424,103			436,267		39,128		475,395
Gross profit	$	201,093	$	15,131	$	216,224		$	199,023	$	18,420	$	217,443
Operating and other expenses					(407,659		)					(624,846		)
Net loss					$	(191,435	)					$	(407,403	)

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The following table provides depreciation and amortization costs included in costs of revenues by segment included in the consolidated statements of operations. We did not record depreciation and amortization expense of long-term assets related to the Ticketfly segment in June 2017, subsequent to the date that the related assets qualified as held for sale.



	Three months ended June 30,
	2016						2017
	Pandora		Ticketfly		Total		Pandora		Ticketfly		Total
	(in thousands)						(in thousands)
Depreciation and amortization	$	2,432	$	1,435	$	3,867	$	5,763	$	951	$	6,714



	Six months ended June 30,
	2016						2017
	Pandora		Ticketfly		Total		Pandora		Ticketfly		Total
	(in thousands)						(in thousands)
Depreciation and amortization	$	4,578	$	2,868	$	7,446	$	9,110	$	2,381	$	11,491

Revenue by Geographic Area

The following table sets forth revenue by geographic area:



	Three months ended June 30,				Six months ended June 30,
	2016		2017		2016		2017
	(in thousands)				(in thousands)
Revenue by geographic area
United States	$	337,363	$	372,807	$	630,623	$	684,102
International	5,659		4,027		9,704		8,736
Total revenue	$	343,022	$	376,834	$	640,327	$	692,838

No individual foreign country represented a material portion of our consolidated revenue during the three and six months ended June 30, 2016 and 2017.

13.Restructuring Charges

Reduction in Force

On January 12, 2017, we announced a reduction in force plan affecting approximately 7% of our U.S. employee base, excluding Ticketfly. In the six months ended June 30, 2017, we incurred approximately $6.0 million of cash expenditures, substantially all of which are related to employee severance and benefits costs. In the six months ended June 30, 2017, total reduction in force expenses were $5.6 million, which was lower than cash reduction in force costs due to a credit related to non-cash stock-based compensation expense reversals for unvested equity awards. The reduction in force plan was completed and all amounts were paid in the six months ended June 30, 2017.

Australia and New Zealand Exit Costs

On June 27, 2017, we announced a plan to discontinue business activities in Australia and New Zealand. The related restructuring charges in the three months ended June 30, 2017 relate primarily to a reduction of headcount of approximately 50 employees, which resulted in employee severance and benefits costs, less a credit related to non-cash stock-based compensation expense reversals for unvested equity awards. The dissolution of the Australia and New Zealand business operations is expected to be completed in the three months ended September 30, 2017. We expect to incur additional costs related to the termination of certain advertising agreements and lease agreements and other restructuring charges in the three months ending September 30, 2017. We do not expect these restructuring charges to have a material impact on our financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“("MD~~&A”~~&A")

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~"Exchange Act").

This Quarterly Report on Form 10-Q contains ~~“forward-looking statements”~~"forward-looking statements" that involve substantial risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ~~“Securities Act”~~"Securities Act") and Section 21E of the Exchange Act, including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses, plans and objectives of management and economic, competitive and technological trends. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,”"anticipate," "believe," "estimate," "expect," "intend," "may," "might," "plan," "project," "will," "would," "should," "could," "can," "predict," "potential," "continue," "objective," or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled ~~“Risk Factors”~~"Risk Factors" included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. We qualify all of our forward-looking statements by these cautionary statements. These and other factors could cause our results to differ materially from those expressed in this Quarterly Report on Form 10-Q.

Some of the industry and market data contained in this Quarterly Report on Form 10-Q are based on independent industry publications, including those generated by Triton Digital Media (“Triton”) or other publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, we have not independently verified the accuracy or completeness of this information.

As used herein, ~~“Pandora,”~~"Pandora," the ~~“Company,” “we,” “our,”~~"Company," "we," "our," and similar terms refer to Pandora Media, Inc., unless the context indicates otherwise.

~~“Pandora”~~"Pandora" and other trademarks of ours appearing in this report are our property. This report may contain additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

Overview

~~Pandora -~~ Pandora—Internet Radio ~~Service~~and On-Demand Music Services

Pandora is the world’s most powerful music discovery platform, offering a personalized experience for each of our listeners wherever and whenever they want to listen to music—whether through earbuds, car speakers or ~~live on stage.~~home audio/video equipment. Our vision is to be the definitive source of music discovery and enjoyment for ~~billions.~~billions of users. Pandora is available as an ad-supported service, a radio subscription service called Pandora Plus and an on-demand subscription service called Pandora Premium. The majority of our listener hours occur on mobile devices, with the majority of our revenue generated from advertising on our ad-supported service on these devices. We offer both local and national advertisers the opportunity to deliver targeted messages to our listeners using a combination of audio, display and video advertisements. We also generate revenue from subscriptions to Pandora Plus and Pandora Premium. Founded by musicians, Pandora also empowers artists with valuable data and tools to help grow their careers and connect with their fans.

For the three months ended June 30, 2016, we streamed 5.66 billion hours of radio, and as of June 30, 2016, we had 78.1 million active users during the prior 30-day period. Since we launched our non-subscription, ad-supported radio service in 2005 our listeners have created over 10 billion stations.

At the heart of our service is our set of proprietary personalization technologies, including the Music Genome Project and our playlist generating algorithms. The Music Genome Project is a database of over ~~1,000,000~~1,500,000 uniquely analyzed songs from over ~~150,000~~200,000 artists, spanning over ~~600~~650 genres and sub-genres, which ~~we develop~~our team of trained musicologists has developed one song at a time by evaluating and cataloging each song’s particular attributes. The Music Genome Project database is a subset of our full catalog available to be played. When a listener enters a single song, artist, comedian or genre to start a station, the Pandora service instantly generates a station that plays music or comedy we think that listener will enjoy. ~~Based~~Over time, our service has evolved by using data science to further tailor the listener experience based on listener

reactions to the recordings we ~~pick, we further tailor the station to match the listener's preferences.~~pick. Listeners also have the ability to add variety to and rename stations, which further allows for the personalization of our service. We have integrated this technology into Pandora Premium, giving listeners the ability to search and play any track or album as well as offering unique playlist features tailored to each listener's distinct preferences.

For the three months ended June 30, 2017, we streamed 5.22 billion hours of radio, and as of June 30, 2017, we had 76.0 million active users during the prior 30-day period and 4.86 million paid subscribers. Since we launched the Pandora service in 2005 our listeners have created over 11 billion stations.

We currently provide the Pandora service through ~~two~~three models:


•	~~Free~~Ad-Supported Service. Our ~~free~~ad-supported Pandora service ~~is advertising-supported and~~ allows listeners to access to our music and comedy catalogs and personalized playlist generating system for free across all of our delivery platforms. Listeners can obtain more features, such as skips and the ability to replay tracks, by watching an advertisement.

•

Subscription Service—Pandora ~~One.~~Plus. Pandora ~~One~~Plus is a ~~premium daily, monthly or annual~~ paid, ad-free subscription version of the Pandora service ~~which currently~~that includes ~~advertisement-free access. Pandora One also enables listeners to have more daily skips, enjoy~~replays, additional skipping, offline listening, higher quality audio on supported devices and ~~enjoy~~ longer timeout-free listening.

•

Subscription Service—Pandora Premium. Our on-demand subscription service, Pandora Premium, launched to select listeners on March 15, 2017, with general availability in the United States on April 18, 2017. Pandora Premium is a paid, ad-free version of the Pandora service that offers a unique, on-demand experience, providing users with the ability to search, play and collect songs and albums, build playlists on their own or with the tap of a button and automatically generates playlists based on the user’s listening activity. The features of Pandora Plus are also included in Pandora Premium.

A key element of our strategy is to make the Pandora service available everywhere that there is internet connectivity. To this end, we make the Pandora service available through a variety of distribution channels. In addition to streaming our service to computers, we have developed Pandora mobile device applications ~~(“apps”~~("apps") for smartphones and mobile operating systems, such as the iPhone ~~Android~~ and ~~the Windows Phone~~Android and for tablets including the iPad and Android tablets. We distribute those mobile apps free to listeners via app stores.

The development and launch of Pandora Plus and Pandora Premium have and will continue to require significant engineering effort, as well as other resources. In addition, to ~~smartphones~~support the launch of these services we have entered into direct license agreements with major and ~~tablets,~~independent record labels, some of which include substantial minimum guarantee payments. In order for Pandora Plus and Pandora Premium to be successful, we will need to attract subscribers to these new service offerings. The market for subscription-based music services, including on-demand services, is ~~now integrated~~intensely competitive, and our ability to realize a return on our investments in these new service offerings will depend on our ability to leverage the existing audience of our ad-supported service, our brand awareness and our ability to deliver differentiated subscription services with ~~more than 1,800 connected devices, including automobiles, automotive aftermarket devices~~features and ~~consumer electronic devices.~~functionality that listeners find attractive. Refer to our discussion of these matters in Item 1A—"Risk Factors".

Ticketing Service

We operate our ticketing service through our subsidiary Ticketfly, is a leading live events technology company that provides ticketing and marketing software and services for our clients, which are venues and event promoters, across North America. Ticketfly's ticketing, digital marketing and analytics software helps promoters book talent, sell tickets and drive in-venue revenue, while Ticketfly's consumer tools help fans find and purchase tickets to events. Tickets are primarily sold through the Ticketfly platform but are also sold through other channels such as box offices. In the three months ended June 30, ~~2016,~~2017, Ticketfly had approximately 3848 thousand live events on sale, for which approximately ~~3.7~~4.7 million tickets, excluding box office sales, were sold to approximately ~~1.6~~2.0 million unique ticket buyers, which resulted in more than ~~$160~~$195.0 million in gross transaction value, excluding box office sales.

Ticketfly's platform provides ticketing and marketing services for venues and event promoters across North America and makes it easy for fans to find and purchase tickets to events, and also gives artists a means to more effectively promote their events. We also connect our listeners to events through promotion on our internet radio service.

Recent Events

Pandora Premium

Our on-demand subscription service, Pandora Premium, launched to select listeners on March 15, 2017, with general availability in the United States on April 18, 2017. Pandora Premium is a paid version of the Pandora service that offers a unique, on-demand experience, providing users with the ability to search, play and collect songs and albums, build playlists on their own or with the tap of a button and automatically generates playlists based on the user’s listening activity.

Convertible Redeemable Preferred Stock

In June 2017, we entered into an agreement with Sirius XM Radio, Inc. ("Sirius XM") to sell 480,000 shares of Series A redeemable convertible preferred stock ("Series A") for $1,000 per share, with gross proceeds of $480.0 million (the "Sirius XM Investment"). The Series A shares will be issued in two rounds: an initial closing of 172,500 shares for $172.5 million that occurred on June 9, 2017 upon signing the agreement with Sirius XM, and an additional closing of 307,500 shares for $307.5 million that is subject to antitrust clearance and other customary closing conditions. We expect the additional closing to occur in the fourth quarter of 2017. In the three and six months ended June 30, 2017, total proceeds to the Company from the initial closing, net of preferred stock issuance costs of $13.9 million, were $158.6 million, exclusive of the termination fee paid to KKR Classic Investors L.P. ("KKR"), and certain related expenses, totaling $23.5 million. Refer to Note 9 "Redeemable Convertible Preferred Stock" in the Notes to Condensed Consolidated Financial Statements for further details on the redeemable convertible preferred stock sale.

Ticketfly Disposition

In June 2017, we entered into an agreement to sell Ticketfly, our ticketing service segment, to Eventbrite, Inc. ("Eventbrite") for an estimated purchase price of $184.5 million, which includes an aggregate purchase price of $200.0 million, less estimated purchase price adjustments of $10.9 million for certain indemnification provisions and costs to sell of $4.6 million. The $200.0 million aggregate purchase price consists of $150.0 million in cash and $50.0 million in the form of a convertible subordinated promissory note (the "Note"), which are payable and issuable at the closing of the transaction. We expect the sale to be completed in the ~~acquisition~~three months ended September 30, 2017. The purchase price is subject to customary adjustments for working capital and certain indemnification provisions. The Note will be due five years from its issuance date (the "Maturity Date") and will accrue interest at a rate of 6.5% per annum, payable quarterly in cash or stock for the first year, and in cash thereafter. Prior to the Maturity Date, the Note is convertible at the Company’s option into shares of Eventbrite’s common stock.

As a result of the purchase agreement, we met the requirements to classify the assets and liabilities of Ticketfly as held for sale in the three months ended June 30, 2017. During the three and six months ended June 30, 2017, we recognized goodwill impairment of $131.7 million for the Ticketfly assets held for sale, which was based on ~~October 31, 2015.~~the excess carrying value of goodwill over the fair value of these net assets as implied by the estimated purchase price of $184.5 million. Refer to Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly disposition.

KXMZ Disposition

In June 2017, we entered into an agreement to sell KXMZ, an FM radio station based in Rapid City, South Dakota. As a result of the purchase agreement, we met the requirements to classify the assets and liabilities of KXMZ as held for sale in the three months ended June 30, 2017. This did not result in a material impact to our condensed consolidated financial statements. Refer to Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the KXMZ disposition.

Australia and New Zealand

Factors Affecting our Business Model

~~Internet Radio Service~~

AContent Acquisition Costs

We pay content acquisition costs based on the terms of direct license agreements with major and independent music labels and distributors for the significant majority of the ~~listener hours for~~sound recordings we stream on our ~~internet radio~~ad-supported service, ~~our core business, occur~~Pandora Plus and Pandora Premium. Depending on ~~mobile devices and as such, we face challenges in optimizing our advertising products for delivery~~the applicable service, these license agreements generally require us to pay either a per-performance fee based on ~~mobile and other connected device platforms and monetizing inventory, or opportunities to sell advertisements, generated by listeners using these platforms.~~

~~In addition, our monetization strategy includes increasing~~ the number of ~~ad campaigns sold~~sound recordings we transmit, a percentage of revenue associated with the service, or a per-subscriber minimum amount, all generally subject to ~~local advertisers, placing~~certain discounts. Certain of these license agreements require minimum guarantee payments, some of which are paid in advance.

If we have not entered into a direct license agreement with the copyright owner of a particular sound recording that is streamed on our services, we stream that sound recording pursuant to a statutory license and pay the applicable rates set by the Copyright Royalty Board on December 16, 2015 (the "Web IV Proceeding"). The rates for non-subscription services, such as our ad-supported service, were set at $0.0017 per play and the rates for subscription services, such as Pandora Plus, were set at $0.0022 per play for the five-year period from 2016 through 2020. Sound recordings streamed under the statutory license and paid at the Web IV Proceeding rates can only be played in radio mode on our services-these sound recordings cannot be played on-demand or offline and are not eligible for replay or additional skips.

Content acquisition costs for musical works are negotiated with and paid to performing rights organizations ("PROs") such as ASCAP, BMI, SESAC and Global Music Rights and directly to publishing companies. Content acquisition costs for the streaming of musical works on our ad-supported service are calculated such that each copyright holder receives its usage-based and ownership-based share of a royalty pool equal to 20% of the content acquisition costs paid by us ~~in more direct competition with broadcast radio~~ for ~~advertiser spending, especially~~sound recordings on our ad-supported service. Content acquisition costs for ~~audio advertisements. Key~~the streaming of musical works on our subscription services are equal to the ~~success~~rates determined in accordance with the statutory license set forth in 17 U.S.C. §115 ("Section 115").

The current rate structure for the statutory license for reproduction rights under Section 115 expires at the end of 2017. We are currently one of five commercial music service operators (along with Amazon, Apple, Google and Spotify) participating in rate-setting proceedings in which three judges of the CRB will determine the Section 115 rates for calendar years 2018 to 2022 (the "Phonorecords III Proceedings"). The Nashville Songwriters Association International, the National Association of Music Publishers and George Johnson Music Publishing are also participating in the Phonorecords III Proceedings. A trial before the CRB concluded in April 2017, and the CRB is expected to render a decision prior to the end of 2017. The rates established by the CRB in the Phonorecords III Proceedings may be higher, lower or the same as the rates currently in effect.

The Phonorecords III Proceedings are important to us because our ~~strategy to~~direct licenses with music publishers reference the Section 115 rates. As a result, any increase ~~local advertising is~~in the Section 115 rates would increase our content acquisition costs, which, if such increase were substantial, could materially harm our financial condition and hinder our ability to ~~convince a substantial base of local advertisers of the benefits of advertising on the Pandora service, including demonstrating the effectiveness and relevance~~provide interactive features in our services, or cause one or more of our subscription services to not be economically viable.

Ad-Supported Service

Our ad-supported service is monetized through the sale of display, audio and video advertisements to national, regional and local advertisers. We compete with digital advertising ~~products,~~networks such as Google and Facebook, other digital media companies and local broadcast radio stations in ~~particular audio~~our advertising ~~products.~~

business.

Our total number of listener hours is a key driver for both advertising revenue generation opportunities and content acquisition costs, which are the largest component of our ad-related expenses.


•	Advertising Revenue. Listener hours define the number of opportunities we have to sell advertisements, which we refer to as inventory. Our ability to attract advertisers depends in large part on our ability to offer sufficient inventory within desired demographics.

•

Cost of Revenue—Content Acquisition ~~Costs.~~Costs—Ad-Supported Service. We pay content acquisition costs ~~or royalties,~~ to the copyright owners and performers, or their agents, of each sound recording that we stream, as well as to the publishers and songwriters, or their agents, for the musical works embodied in each of those sound recordings, subject to certain exclusions. ~~Content~~The majority of the content acquisition costs related to our ad-supported service are ~~calculated based~~driven by direct license agreements with major and independent labels and distributors, as discussed above in "Factors Affecting Our Business Model—Content Acquisition Costs". Certain of these license agreements include minimum guarantee payments, some of which are paid in advance.

As a result of the structure of our license agreements, our ability to achieve and sustain profitability and operating leverage on our ad-supported service depends on our ability to increase our revenue per thousand listener hours of streaming through increased advertising revenue across all of our delivery platforms.

Subscription Services

We monetize our subscription services through subscription payments made by users of the services. We drive subscriber growth in our subscription services by providing the world's most powerful music discovery platform, offering a personalized experience for each of our listeners. In addition, we invest in marketing and free-trials to promote our service.

Our total number of paid subscriptions is a key driver for both subscription revenue and content acquisition costs related to our subscription services, which is the largest component of our subscription-related expenses. In order to drive greater subscription revenue, we must increase the number of new subscribers to our subscription services and minimize the number of current subscribers who discontinue their subscriptions.

•

Subscription Revenue. Our subscription revenue depends upon the number of ~~sound recordings streamed, revenue earned~~paid subscriptions we are able to sell and the price that our subscribers pay for those subscriptions. Our ability to attract subscribers depends in large part on our ability to offer features and functionality on our subscription services that are valued by consumers within desired demographics, on terms that are attractive to those consumers, and still enable us to maintain adequate gross margins.

•

Cost of Revenue—Content Acquisition Costs—Subscription Service. We pay content acquisition costs to the copyright owners, performers, songwriters, or ~~other usage measures.~~their agents, subject to certain exclusions. The ~~number of sound recordings we transmit to users of the Pandora service, as generally reflected by listener hours, drives a substantial~~ majority of our content acquisition costs ~~although certain~~related to our subscription service are generally driven by direct license agreements with major and independent labels and distributors, PROs and publishers, as discussed above in "Factors Affecting Our Business Model—Content Acquisition Costs". Certain of ~~our licensing~~these license agreements ~~require us to pay fees for public performances~~include minimum guarantee payments, some of ~~musical works based on a percentage of revenue.~~which are paid in advance.

Royalties for sound recordings are negotiated with and paid to record labels, rights organizations or to SoundExchange, Inc. ("SoundExchange") and Merlin Networks B.V. ("Merlin"). During 2015, we paid performance rates for the sound recordings we streamed according to the terms of the Pureplay Settlement agreement (the “2015 Pureplay Rates”). On December 16, 2015, the Copyright Royalty Board ("CRB") announced new per-performance rates that apply for commercial webcasters for calendar years 2016 through 2020 (the “Web IV Rates”). Unlike the royalty structure applicable under the Pureplay Settlement agreement, the Web IV Rates do not include an alternative calculation based on percentage of revenue, but instead are solely based on per-performance rates. The rates for non-subscription services were set at $0.0017 per play, and represent an approximate 21% increase from the 2015 Pureplay Rate for non-subscription services. The rates for subscription services were set at $0.0022 per play and represent a 12% decrease from the 2015 Pureplay Rate for subscription services. The Web IV Rates took effect January 1, 2016 and the rates for the calendar years 2017 through 2020 will be adjusted by the CRB to reflect the increases or decreases, if any, in the Consumer Price Index, applicable to that rate year, but will otherwise be the same as the rates for calendar year 2016.

Royalties for musical works are most often negotiated with and paid to performing rights organizations (“PROs") such as ASCAP, BMI, SESAC and Global Music Rights ("GMR") or directly to publishing companies. During the twelve months ended December 31, 2015, we entered into several direct deals with ASCAP, BMI and music publishers. The majority of the licenses are structured so that each publisher or PRO receives a pro rata share of a royalty pool equal to 20% of the royalties paid by us for sound recordings, with the pro rata share of the pool paid to each publisher or PRO being determined based on our usage of its works. These license agreements are structured differently from previous PRO and publisher licenses, which have traditionally been based on a percentage of a service’s revenue or a flat fee.

Given the ~~per-play royalty~~ structure of our license agreements for our subscription services, the ~~Web IV Rates,~~majority of our content acquisition costs increase ~~with each additional listener hour, regardless of whether we~~as subscription revenue increases and are ~~able~~subject to ~~generate more revenue.~~minimum guarantee payments. As such, our ability to achieve and sustain profitability and operating leverage on our ~~advertising-supported service~~subscription services depends on our ability to increase our revenue ~~per hour of streaming~~ through increased ~~advertising revenue across all of our delivery platforms. Please refer~~paid subscriptions on terms that maintain an adequate gross margin. Refer to our discussion of these matters in ~~“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 for further information.~~Item 1A—"Risk Factors" below.

~~Other Offerings~~

In 2016, we have substantially increased our investments in our operations to drive anticipated future growth. One of our key objectives is to maintain our position as the most powerful music discovery platform, which we believe will strengthen our brand and help us to convince advertisers to allocate spending towards our ad products. As such, a central focus is adding, retaining and engaging listeners to build market share and grow our listener hours. As our business has matured, our revenue growth has exceeded the growth in our listener hours. However, we expect to incur increasing annual net losses in the near term because our current strategy is to leverage improvements in gross profit by investing in broadening distribution channels and developing innovative and scalable products.

In 2016 and 2017, we intend to launch new subscription offerings that provide additional functionality, including an on-demand music streaming service. The development and launch of such additional service offerings will require significant engineering effort, as well as marketing, and other resources. In order to successfully launch such additional service offerings, we will need to obtain the associated content licensing rights and we will need to attract listeners to these new service offerings. The market for subscription-based music services, including on-demand services, is intensely competitive, and our ability to realize a return on this investment will depend on our ability to leverage brand awareness and deliver a differentiated service that listeners find attractive.

We also intend to leverage the core Pandora internet radio service to expand our ticketing service. Our ticketing service consists of the Ticketfly platform, which is a fully-integrated cloud ticketing platform for live events. Ticketfly's platform provides ticketing and marketing services for venues and event promoters across North America and makes it easy for fans to find and purchase tickets to events, and also gives artists a means to more effectively promote their events.

~~Please refer to our discussion of these matters in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 for further information.~~

Key Metrics

In the quarter ended December 31, 2016, we began reporting updated key metrics on a prospective basis as a result of a change in our service offerings. We discontinued our previous key metrics as of October 1, 2016. Certain of our new key metrics are not comparable to prior periods given the lack of history of our new service offerings. As such, these metrics have not been presented for, nor compared against, these periods. Refer to the "Key Metrics" section of Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2016 for a summary of the changes in our key metrics.

The below key metrics do not include amounts related to our ticketing service, unless otherwise specifically stated.

Subscription Services—Total

Paid Subscribers

Paid subscribers are defined as the number of distinct users that have current, paid access to our subscription service as of the beginning or the end of the period. Net new subscribers are defined as the net number of distinct new users that have paid for access to our subscription services in the period. We track paid subscribers because it is a key indicator of the growth of our subscription services.

The below table sets forth the detail of the change in paid subscribers in the six months ended June 30, 2017, which includes paid subscribers as of December 31, 2016, net new subscribers during the six months ended June 30, 2017 and paid subscribers as of June 30, 2017.



	Subscribers
	(in millions)
Paid subscribers as of December 31, 2016	4.39
Net new paid subscribers	0.47
Paid subscribers as of June 30, 2017	4.86

Penetration rate

Penetration rate is defined as paid subscribers divided by total trailing 30-day active users. We track penetration rate as it is an indicator of the relative scale of our subscriber base. Our penetration rate as of June 30, 2017 was 6.4%.

Average revenue per paid subscriber ("ARPU") and average licensing costs per paid subscriber ("LPU")

ARPU is defined as average monthly revenue per paid subscriber on our subscription services. LPU is defined as average monthly content acquisition costs per paid subscriber on our subscription services. We believe ARPU to be the central top-line indicator for evaluating the results of our monetization efforts on our subscription services. We track LPU because it is a key measure of our ability to manage costs for our subscription services. The below table sets forth our ARPU and LPU for our subscription services for the three and six months ended June 30, 2017.



	Three months ended June 30,			Six months ended June 30,
	2016	2017		2016	2017
Subscription ARPU	N/A	$	4.82	N/A	$	4.79
Subscription LPU	N/A	$	3.11	N/A	$	3.03

Total Service

Listener ~~Hours~~hours

We track listener hours because it is a key indicator of the growth of our ~~business. Beginning with~~business and the ~~listener hours disclosed in~~engagement of our ~~Annual Report on Form 10-K for the year ended December 31, 2015, we~~listeners. We include listener hours related to our non-radio content offerings in the definition of listener hours. These offerings include non-music content such as podcasts, as well as custom music content such as Pandora ~~Premiers~~Premieres and artist mixtapes. Historically, listener hours related to non-radio content represented a negligible number of listener hours. Including non-radio content in the listener hours we have previously reported for the three and six months ended June 30, 2015 would not have changed the reported listener hours. We calculate listener hours based on the total bytes served for each track that is requested and served from our servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track. For non-music content such as podcasts, episodes are divided into approximately track-length parts, which are treated as tracks under this definition. To the extent that third-party measurements of listener hours are not calculated using a similar server-based approach, the third-party measurements may differ from our measurements.

The table below sets forth our total listener hours for the three and six months ended June 30, ~~2015~~2016 and ~~2016.~~2017.

Three months ended
June 30, Six months ended
June 30,
2015 2016 2015 2016
(in billions) (in billions)
Listener hours 5.30
5.66
10.60
11.18



	Three months ended June 30,		Six months ended June 30,
	2016	2017	2016	2017
Service	(in billions)		(in billions)
Advertising	4.97	4.19	9.82	8.58
Subscription	0.69	1.03	1.36	1.85
Total	5.66	5.22	11.18	10.43

Active ~~Users~~users

We track the number of active users as an additional indicator of the breadth of audience we are reaching at a given time. We define active users as the number of distinct registered users, including subscribers, that have requested audio from our

servers within the trailing 30 days to the end of the final calendar month of the period. The number of active users may overstate the number of unique individuals who actively use our service within a month as one individual may register for, and use, multiple accounts. ~~Beginning with the active users disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015, we are also including~~We include active users who only request non-radio content offerings in the definition of active users. ~~Including users who only request non-radio content in the calculation of active users would not have materially changed the reported active users as of June 30, 2015.~~

The table below sets forth our total active users as of June 30, ~~2015~~2016 and ~~2016~~2017.

As of June 30,
2015 2016
(in millions)
Active users 79.4
78.1



	As of June 30,
	2016	2017
	(in millions)
Active users—all services	78.1	76.0

We define advertising-based active users (“ad-based active users”) as the number of users, excluding subscribers, that have requested audio from our servers within the trailing 30 days to the end of the final calendar month of the period. We define subscribers as the number of distinct users at the end of the period that have subscribed to our service. Inactive subscribers are included as they contribute towards revenue per thousand listener hours (“RPMs”), which are described in further detail below.

~~The table below sets forth our users on an advertising and subscription basis as of June 30, 2015 and 2016.~~

As of June 30,
2015 2016
User type Users (in millions)
Ad-based active users 76.0
74.7
Subscribers* 3.9
3.9
Total 79.9
78.6
* Includes subscribers that have not used our service within the trailing 30 days to the end of the final calendar month of the period.

~~The table below sets forth our listener hours on an advertising and subscription basis for the three and six months ended June 30, 2015 and~~ ~~2016~~.

Three months ended
June 30, Six months ended
June 30,
2015 2016 2015 2016
User type Listener hours (in billions) Listener hours (in billions)
Ad-based active users 4.63
4.97
9.30
9.82
Subscribers 0.67
0.69
1.30
1.36
Total 5.30
5.66
10.60
11.18
Advertising-based service

Advertising Revenue per Thousand Listener Hours (“("ad ~~RPMs”~~RPMs")

We track ad RPMs for our non-subscription, ad-supported service because it is a key indicator of our ability to monetize advertising inventory created by our listener hours. We focus on ad RPMs across all of our delivery platforms. We believe ad RPMs to be the central top-line indicator for evaluating the results of our monetization efforts. Ad RPMs are calculated by dividing advertising revenue by the number of thousands of listener hours of our advertising-based service.

~~Subscription and Other Revenue~~Advertising Content Acquisition Costs per Thousand Listener Hours ~~(“subscription RPMs”~~("ad LPMs")

We track subscription RPMs because it is a key indicator of the performance of our subscription service. Subscription RPMs are calculated by dividing subscription and other revenue by the number of thousands of listener hours of our subscription service.

~~Total Revenue per Thousand Listener Hours (“total RPMs”)~~

~~We track total RPMs~~ad LPMs for our non-subscription, ad-supported service ~~which includes~~across all delivery platforms. Prior to September 15, 2016, ad and subscription RPMs, because it is a key indicator of our ability to monetize our listener hours. Total RPMs compare advertising and subscription and other revenue in a given period to total listener hours in the period. We calculate total RPMs by dividing the total revenue by the number of thousands of listener hours.

~~Licensing Costs per Thousand Listener Hours (“LPMs”)~~

~~We track~~ LPMs ~~and analyze them in combination with our analysis of RPMs as they provide a key indicator of our profitability. LPMs are~~were relatively fixed ~~licensing~~content acquisition costs with scheduled annual rate adjustments, ~~that drive period-over-period changes in LPMs. As such, the margin on our business varies principally with variances in ad RPMs and subscription RPMs.~~

~~Historically, we provided estimates~~per thousands of disaggregated ad RPMs, subscription RPMs, total RPMs and related LPMs for our computer platform as well as our mobile and other connected devices platforms. Starting in the three months ended March 31, 2016, we no longer present disaggregated RPMs or LPMs for our computer or mobile and other connected devices platforms. Previously, we had provided this information in order to demonstrate the potential monetization expansion opportunity as mobile and other connected devices markets matured. Revenue and listener hours for mobile and other connected devices have since grown to represent the significant majority of our total revenue and listener hours. ~~In addition,~~Subsequent to September 15, 2016, LPMs are our content acquisition costs as calculated either under the rates set by our license agreements with record labels, PROs and music publishers or under the Web IV rates if we ~~currently manage~~have not entered into a license agreement with the ~~business to optimize revenue across our device platforms and thus we no longer assess our performance on~~copyright owner of a ~~disaggregated basis. As such, we no longer believe this disaggregation is relevant.~~particular sound recording, in each case per thousands of listener hours.

Period-to-period results should not be regarded as precise nor can they be relied upon as indicative of results for future periods. In addition, as our business matures and in response to technological evolutions, we anticipate that the relevant indicators we monitor for evaluating our business may change.

The table below sets forth our RPMs and LPMs ~~on an ad, subscription and total basis~~for our ad-supported service for the three ~~months ended June 30, 2015~~ and ~~2016.~~

Three months ended June 30,
2015 2016
RPM LPM* RPM LPM*

Advertising $ 49.94
$ 22.54
$ 53.34
$ 30.65
Subscription 81.15
38.49
79.79
35.30
Total $ 53.91
$ 24.57
$ 56.56
$ 31.21
*We pay per-performance rates for the streaming of sound recordings for our Pandora One subscription service that are higher than the per-performance rates for our advertising-supported service.

~~The table below sets forth our RPMs and LPMs on an ad, subscription and total basis for the~~ six months ended June 30, ~~2015~~2016 and ~~2016.~~2017.

Six months ended June 30,
2015 2016
RPM LPM* RPM LPM*

Advertising $ 44.09
$ 22.13
$ 49.46
$ 30.56
Subscription 81.60
38.68
80.62
35.24
Total $ 48.72
$ 24.17
$ 53.25
$ 31.13
*We pay per-performance rates for the streaming of sound recordings for our Pandora One subscription service that are higher than the per-performance rates for our advertising-supported service.



	Three months ended June 30,				Six months ended June 30,
	2016		2017		2016		2017
Advertising RPMs	$	53.34	$	66.15	$	49.46	$	58.34
Advertising LPMs	$	30.65	$	35.84	$	30.56	$	34.61
*The calculation of RPMs does not include revenue generated by Ticketfly or Next Big Sound.

Advertising RPMs

For the three and six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, the increase in ~~advertising~~ad RPMs was primarily due to ~~the growth in advertising revenue outpacing the growth~~a decrease in advertising listener hours as a result of hours control mechanisms and an increase in the ~~average price~~number of ads sold per ~~ad.~~hour.

~~Subscription RPMs~~

For the three and six months ended June 30, 2016 compared to 2015, the decrease in subscription RPMs was due to the growth in subscription listening hours outpacing the growth in subscription revenue.

Advertising LPMs

For the three and six months ended June 30, ~~2016~~2017 compared to ~~2015, advertising~~2016, the increase in ad LPMs ~~increased as a result of royalty~~was primarily due to rate increases ~~of 21% on~~related to our ~~advertising-supported platform~~direct license agreements with major and ~~increases~~independent labels, distributors, PROs and publishers in comparison to the statutory rates used to calculate our content acquisition costs ~~paid to PROs and publishers due to~~in the ~~royalty structure of our new publishing licenses.~~

~~Subscription LPMs~~

~~For the~~ three ~~and six~~ months ended June 30, 2016 compared to 2015, subscription LPMs decreased as a result of royalty rate decreases of 12% on our subscription-supported platform, offset by increases in content acquisition costs paid to PROs and publishers under the royalty structure of our new publishing licenses.2016.

Basis of Presentation and Results of Operations

The following table presents our results of operations for the periods indicated as a percentage of total revenue. The period-to-period comparisons of results are not necessarily indicative of results for future periods.


	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2015		2016		2015		2016		2016		2017		2016		2017
Revenue
Advertising	81	%	77	%	79	%	76	%	77	%	74	%	76	%	72	%
Subscription and other	19		16		21		17		16		18		17		19
Ticketing service	—		7		—		7		7		8		7		8
Total revenue	100		100		100		100		100		100		100		100
Cost of revenue
Cost of revenue — Content acquisition costs	46		51		50		54		51		52		54		55
Cost of revenue — Other (1)	7		7		7		7		7		7		7		8
Cost of revenue — Ticketing service (1)	—		4		—		5		4		5		5		6
Total cost of revenue	53		63		57		66		63		65		66		69
Gross profit	47		37		43		34		37		35		34		31
Operating expenses
Product development (1)	7		10		7		11		10		11		11		12
Sales and marketing (1)	33		36		35		38		36		39		38		39
General and administrative (1)	14		12		15		14		12		15		14		15
Goodwill impairment									—		35		—		19
Contract termination fees									—		6		—		3
Total operating expenses	53		58		56		62		58		106		62		88
Loss from operations	(6	)	(21	)	(13	)	(28	)	(21	)	(71	)	(28	)	(57	)
Interest expense	—		(2	)	—		(2	)	(2	)	(2	)	(2	)	(2	)
Other income, net	—		—		—		—		—		—		—		—
Total other expense, net	—		(2	)	—		(2	)	(2	)	(2	)	(2	)	(2	)
Loss before provision for income taxes	(6	)	(23	)	(12	)	(30	)
Provision for income taxes	—		—		—		—
Loss before provision for (benefit from) income taxes									(23	)	(73	)	(30	)	(59	)
Provision for (benefit from) income taxes									—		—		—		—
Net loss	(6	)%	(22	)%	(12	)%	(30	)%	(22	)	(73	)	(30	)	(59	)
Net loss available to common stockholders									(22	)%	(77	)%	(30	)%	(61	)%


(1) Includes stock-based compensation as follows:
Cost of revenue - Other	0.5	%	0.5	%	0.5	%	0.5	%	0.5	%	0.2	%	0.5	%	0.2	%
Cost of revenue - Ticketing service	—		—		—		—		—		—		—		—
Product development	1.9		2.1		1.9		2.5		2.1		2.5		2.5		2.5
Sales and marketing	4.7		4.4		4.8		4.5		4.4		4.0		4.5		4.1
General and administrative	2.6		2.5		2.6		3.7		2.5		3.5		3.7		3.0
Note: Amounts may not recalculate due to rounding

Revenue

~~Revenue~~


	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2015		2016		$ Change		2015		2016		$ Change		2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)						(in thousands)						(in thousands)
Revenue
Advertising	$	230,921	$	265,126	$	34,205	$	409,660	$	485,434	$	75,774	$	265,126	$	278,204	$	13,078	$	485,434	$	501,512	$	16,078
Subscription and other	54,639		55,125		486		106,664		109,857		3,193		55,125		68,900		13,775		109,857		133,778		23,921
Ticketing service	—		22,771		22,771		—		45,036		45,036		22,771		29,730		6,959		45,036		57,548		12,512
Total revenue	$	285,560	$	343,022	$	57,462	$	516,324	$	640,327	$	124,003	$	343,022	$	376,834	$	33,812	$	640,327	$	692,838	$	52,511

Advertising revenue

We generate advertising revenue primarily from audio, display and video advertising, which is typically sold on a cost-per-thousand impressions, or CPM, basis. Advertising campaigns typically range from one to twelve months, and advertisers generally pay us based on the number of delivered impressions or the satisfaction of other criteria, such as ~~click-throughs.~~click-through rates. We also have arrangements with advertising agencies under which these agencies sell advertising inventory on our service directly to advertisers. We report revenue under these arrangements net of amounts due to agencies. For the three months ended June 30, ~~2015~~2016 and ~~2016~~2017 and the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, advertising revenue accounted for ~~81%~~77% , ~~77%~~74%, ~~79%~~76% and ~~76%,~~72% of our total revenue, respectively. We expect that advertising will comprise a substantial majority of ~~our~~ revenue for the foreseeable future.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, advertising revenue increased ~~$34.2~~$13.1 million or ~~15%~~5%, primarily due to an approximate ~~20%~~5% increase in the ~~average price per ad due in part to our increase in relative volume~~number of ~~local ad sales and our focus on monetizing mobile inventory.~~ads sold.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, advertising revenue increased ~~$75.8~~$16.1 million or ~~18%~~3%, primarily due to an approximate ~~30%~~10% increase in the number of ads sold, offset by an approximate 5% decrease in the average price per ~~ad due in part to our increase in relative volume of local ad sales and our focus on monetizing mobile inventory.~~ad.

Subscription and other revenue

Subscription and other revenue is generated primarily through the sale of monthly or annual paid subscriptions to Pandora ~~One,~~Plus and Pandora Premium. Pandora Plus is a ~~premium~~paid, ad-free version of the Pandora service ~~which currently~~that includes ~~advertisement-free access~~replays, additional skipping, offline listening, higher quality audio on supported devices and ~~higher audio quality~~longer timeout-free listening. Pandora Premium is a paid, ad-free version of the Pandora service that also offers a unique, on-demand experience, providing users with the ability to search, play and collect songs and albums, build playlists on their own or with the ~~devices that support it.~~tap of a button and automatically generates playlists based on their listening activity. Subscription revenue is recognized on a straight-line basis over the duration of the subscription period. For the three months ended June 30, ~~2015~~2016 and ~~2016~~2017 and the six months ended June 30, ~~2015~~2016 and ~~2016,~~2017, subscription and other revenue accounted for ~~19%,~~ 16%, ~~21%~~18%, 17% and ~~17%~~19% of our total revenue, respectively.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, subscription and other revenue increased ~~$0.5~~$13.8 million or 1%25%, primarily due to ~~a 1%~~an approximate 25% increase in the number of subscribers.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, subscription and other revenue increased ~~$3.2~~$23.9 million or 3%22%, primarily due to an approximate ~~2% increase in the average price per subscription and a 1%~~25% increase in the number of subscribers.

Ticketing service

Ticketing service revenue is generated primarily from service and merchant processing fees generated on ticket sales through the Ticketfly platform. Ticketfly sells tickets to fans for events on behalf of clients and charges a fee per ticket, which generally increases as the face value of the ticket increases, or a percentage of the total convenience charge and order processing fee, for its services at the time the ticket for an event is sold. Ticketing service revenue is recorded net of the face value of the ticket at the time of the sale, as Ticketfly generally acts as the agent in these transactions.

For ~~the three and six months ended June 30, 2016, ticketing service revenue was $22.8 million and $45.0 million and accounted for approximately 7% of our total revenue. In~~ the three months ended June 30, 2016 Ticketfly had approximately 38 thousand live events on sale, for which approximately 3.7 million tickets, excluding box office sales, were sold to approximately 1.6 million unique ticket buyers, which resulted in more than $160 million in gross transaction value, excluding box office sales. Inand 2017 and the six months ended June 30, 2016 and 2017, ticketing service revenue accounted for 7% , 8%, 7% and 8% of our total revenue, respectively. In June 2017, we entered into an agreement to sell Ticketfly. Refer to Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly ~~had approximately 74 thousand live events on sale, for which~~disposition.

~~approximately 7.5~~For the three months ended June 30, 2017 compared to 2016, ticketing service revenue increased $7.0 million or 31%, primarily due to an approximate 25% increase in the number of tickets sold, excluding box office ~~sales, were sold to approximately 3.2 million unique ticket buyers, which resulted in more than $330 million in gross transaction value, excluding box office~~ sales. ~~We had no ticketing service revenue in~~

For the ~~three and~~ six months ended June 30, ~~2015, given that~~2017 compared to 2016, ticketing service revenue increased $12.5 million or 28%, primarily due to an approximate 25% increase in the ~~acquisition~~number of ~~Ticketfly was completed on October 31, 2015.~~

~~Deferred revenue~~

Our deferred revenue consists principally of both prepaid but unrecognized subscription revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

In addition, subscription revenue derived from sales through certain mobile devices may be subject to refund or cancellation terms which may affect the timing or amount of the subscription revenue recognition. When refund rights exist, we recognize revenue when services have been provided and the rights lapse or when we have developed sufficient transaction history to estimate a return reserve.tickets sold, excluding box office sales.

Costs and Expenses

Cost of revenue consists of cost of revenue—content acquisition costs, cost of revenue—other and cost of revenue— ticketing. Our operating expenses consist of product development, sales and marketing, ~~and~~ general and administrative ~~costs.~~costs, goodwill impairment and contract termination fees. Cost of revenue—content acquisition costs are the most significant component of our costs and expenses, followed by employee-related costs, which include stock-based compensation expenses. ~~We expect to continue to hire additional employees in order to support our anticipated growth and our product development initiatives.~~ In any particular period, the timing of additional hires could materially affect our cost of revenue and operating expenses, both in absolute dollars and as a percentage of revenue. ~~We anticipate that our costs and expenses will increase in the future.~~

Cost of revenue—Content acquisition costs

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
Cost of revenue - Content acquisition costs $ 130,134
$ 176,633
$ 46,499
$ 256,157
$ 347,897
$ 91,740



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
Cost of revenue—Content acquisition costs	$	176,633	$	195,875	$	19,242	$	347,897	$	383,295	$	35,398

Cost of revenue—content acquisition costs ~~principally~~primarily consist of ~~royalties~~licensing fees paid for streaming music or other content to our listeners. ~~Royalties are currently calculated using negotiated rates documented in agreements. The~~

In the year ended December 31, 2016, we obtained the rights to stream the majority of sound recordings on our ~~royalties are payable based~~service through statutory licenses, with the costs for such licenses determined according to the per play rates set by the Copyright Royalty Board. We obtained the rights to the majority of the musical works streamed on ~~a fee per public performance of a sound recording, while in other cases~~ our ~~royalties are payable~~service through direct licensing agreements with PROs or publishers, with the costs for such licenses based on a percentage of the content acquisition costs we paid for sound recordings.

During the three and six months ended June 30, 2017, the majority of our ~~revenue,~~content acquisition costs were calculated using negotiated rates in direct license agreements with record labels, music publishers and PROs. Depending on the applicable service, our sound recording license agreements generally require us to pay either a ~~formula that involves a combination~~per-performance fee based on the number of ~~per performance and revenue metrics or~~sound recordings we transmit, a percentage of ~~royalties~~revenue associated with the service, or a per-subscriber minimum amount, all generally subject to certain discounts. For our ad-supported service, the majority of our content acquisition costs for musical works are based on a percentage of content acquisition costs paid for sound recordings. For our subscription services, content acquisition costs for musical works are determined in accordance with the statutory license set forth in 17 U.S.C. § 115. Certain of our direct license agreements are also subject to minimum guarantee payments, some of which are paid in advance and amortized over the minimum guarantee period. For certain ~~royalty~~content acquisition arrangements, we accrue for estimated ~~royalties~~content acquisition costs based on the available facts and circumstances and adjust these estimates as more information becomes available. For additional information, see above in "Factors Affecting Our Business Model—Content Acquisition Costs".

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, content acquisition costs increased ~~$46.5~~$19.2 million or ~~36%~~11% and content acquisition costs as a percentage of total revenue increased from ~~46%~~51% to ~~51%~~52%, primarily due to ~~blended sound recording royalty~~ rate increases ~~of 15%, an approximate 5% increase~~related to our direct license agreements with major and independent labels, distributors, PROs and publishers in ~~listener hours and an increase in~~comparison to the statutory rates used to calculate our content acquisition costs ~~paid to publishers and PROs due to~~in the ~~royalty structure of our new publishing licenses.~~three months ended June 30, 2016.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, content acquisition costs increased ~~$91.7~~$35.4 million or ~~36%~~10% and content acquisition costs as a percentage of total revenue increased from ~~50%~~54% to ~~54%~~55%, primarily due to ~~blended sound recording royalty~~ rate increases ~~of 15%, an approximate 5% increase~~related to our direct license agreements with major and independent labels, distributors, PROs and publishers in ~~listener hours and an increase in~~comparison to the statutory rates used to calculate our content acquisition costs ~~paid to publishers and PROs due to~~in the ~~royalty structure of our new publishing licenses.~~six months ended June 30, 2016.

Cost of revenue—Other

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
Cost of revenue — Other $ 20,043
$ 24,833
$ 4,790
$ 36,276
$ 45,832
$ 9,556



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
Cost of revenue—Other	$	25,106	$	27,440	$	2,334	$	46,301	$	52,972	$	6,671

Cost of revenue—other consists primarily of ad and music serving costs, employee-related ~~and~~costs, facilities and equipment costs, ~~and~~ other costs of ad ~~sales.~~sales and amortization expense related to acquired intangible assets and internal-use software. In the three and six months ended June 30, 2017 we reallocated headcount from cost of revenue—other to other financial statement line items due to a reorganization of the company as a result of a change in company strategy. Ad and music serving costs consist of content streaming, maintaining our internet radio ~~service~~and on-demand subscription services and creating and serving advertisements through third-party ad servers. We make payments to third-party ad servers for the period the advertising impressions are delivered or click-through actions occur, and accordingly, we record this as a cost of revenue in the related period. Employee-related costs include salaries and benefits associated with supporting music and ~~ad serving~~ad-serving functions. Other costs of ad sales include costs related to music events that are sold as part of certain of our advertising arrangements.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, cost of revenue—other increased ~~$4.8~~$2.3 million or ~~24%~~9%, primarily due to a ~~$3.7~~$3.3 million increase in ~~hosting~~amortization expense of acquired intangible assets and ~~ad serving costs driven by an increase in advertising revenue~~internal-use software and a ~~$2.4~~$1.2 million increase in other costs of ad sales, offset by a $3.4 million decrease in employee-related ~~and facilities and equipment~~ costs driven by an approximate ~~25% increase~~40% decrease in average headcount ~~offset by a decrease of $1.5 million in costs~~ related to ~~music events that are sold~~the reorganization of the company as ~~part~~a result of ~~advertising arrangements.~~a change in company strategy and the reduction in force in the first quarter of 2017.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, cost of revenue—other increased ~~$9.6~~$6.7 million or ~~26%~~14%, primarily due to a ~~$5.9~~$4.4 million increase in ~~employee-related~~ad and ~~facilities and equipment costs driven by an approximate 25% increase in headcount and a $5.6 million increase in hosting and ad~~music serving costs driven by an increase in ~~advertising~~ revenue, a $4.1 million increase in amortization expense of acquired intangible assets and internal-use software and a $3.0 million increase in other costs of ad sales, offset by a $6.1 million decrease ~~of $2.1 million~~ in employee-related costs driven by an approximate 35% decrease in average headcount related to ~~music events that are sold~~the reorganization of the company as ~~part~~a result of ~~advertising arrangements.~~a change in company strategy and the reduction in force in the first quarter of 2017.

Cost of ~~revenue -~~ revenue—Ticketing service

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
Cost of revenue — Ticketing service $ —
$ 15,259
$ 15,259
$ —
$ 29,905
$ 29,905



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
Cost of revenue—Ticketing service	$	15,259	$	20,510	$	5,251	$	29,905	$	39,128	$	9,223

Cost of revenue—ticketing service consists primarily of ticketing revenue share costs, hosting costs, credit card fees and other cost of revenue and intangible amortization expense. The majority of these costs are related to revenue share costs, which consist of fees paid to clients for their share of convenience and order processing fees. Intangible amortization expense is related to amortization of developed technology acquired in connection with the Ticketfly acquisition. In June 2017, we entered into an agreement to sell Ticketfly. Refer to Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly disposition.

For the three months ended June 30, 2017 compared to 2016, cost of revenue—ticketing service ~~was $15.3~~increased $5.3 million ~~and consisted~~or 34%, primarily ~~of $10.0~~due to a $4.8 million increase in ~~ticketing~~ revenue share costs ~~$3.4 million~~driven by an increase in ~~credit card fees and other cost of revenue and $1.4 million in intangible amortization expense. We had no cost of revenue—~~ticketing service ~~in the three months ended June 30, 2015, given that the acquisition~~revenue of ~~Ticketfly was completed on October 31, 2015.~~31%.

For the six months ended June 30, 2017 compared to 2016, cost of revenue—ticketing service ~~was $29.9~~increased $9.2 million ~~and consisted~~or 31%, primarily ~~of $20.2~~due to a $7.5 million increase in ~~ticketing~~ revenue share costs ~~$6.3~~and an increase of $1.5 million in credit card fees, ~~and other cost~~both of ~~revenue and $2.8 million~~which were driven by an increase in ~~intangible amortization expense. We had no cost of revenue—~~ticketing service ~~in the six months ended June 30, 2015, given that the acquisition~~revenue of ~~Ticketfly was completed on October 31, 2015.~~28%.

Gross ~~profit~~margin


	Three months ended June 30,									Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
	2015			2016			$ Change			2015			2016			$ Change			2016			2017			$ Change		2016			2017			$ Change
	(in thousands)									(in thousands)									(in thousands)								(in thousands)
Gross profit
Total revenue	$	285,560		$	343,022		$	57,462		$	516,324		$	640,327		$	124,003		$	343,022		$	376,834		$	33,812	$	640,327		$	692,838		$	52,511
Total cost of revenue	150,177			216,725			66,548			292,433			423,634			131,201			216,998			243,825			26,827		424,103			475,395			51,292
Gross profit	$	135,383		$	126,297		$	(9,086	)	$	223,891		$	216,693		$	(7,198	)	$	126,024		$	133,009		$	6,985	$	216,224		$	217,443		$	1,219
Gross margin	47		%	37		%				43		%	34		%				37		%	35		%			34		%	31		%

For the three months ended June 30, ~~2016~~2017 compared to ~~2015, gross profit decreased by $9.1 million or 7% and~~2016, gross margin decreased from ~~47%~~37% to ~~37%~~35% as the growth in cost of revenue—content acquisition costs outpaced the growth in revenue ~~primarily~~ due to ~~blended royalty~~ rate increases ~~of 15%, an approximate 5% increase~~related to our direct license agreements with major and independent labels, distributors, PROs and publishers in ~~listener hours and an increase in~~comparison to the statutory rates used to calculate our content acquisition costs ~~paid to publishers and PROs under~~in the ~~royalty structure of our new publishing licenses.~~three months ended June 30, 2016.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015, gross profit decreased by $7.2 million or 3% and~~2016, gross margin decreased from ~~43%~~34% to ~~34%~~31% as the growth in cost of revenue—content acquisition costs outpaced the growth in revenue ~~primarily~~ due to ~~blended royalty~~ rate increases ~~of 15%, an approximate 5% increase~~related to our direct license agreements with major and independent labels, distributors, PROs and publishers in ~~listener hours and an increase in~~comparison to the statutory rates used to calculate our content acquisition costs ~~paid to publishers and PROs under~~in the ~~royalty structure of our new publishing licenses.~~six months ended June 30, 2016.

Product development

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
Product development $ 18,742
$ 33,808
$ 15,066
$ 34,617
$ 69,654
$ 35,037



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
Product development	$	33,560	$	41,233	$	7,673	$	69,171	$	80,821	$	11,650

Product development consists primarily of employee-related ~~and facilities and equipment~~ costs, including salaries and benefits related to employees in software engineering, music analysis and product management departments, facilities and equipment costs, information technology, costs associated with supporting consumer connected-device manufacturers in implementing our service in their products and amortization expense related to acquired intangible assets. We incur product development expenses primarily for improvements to our website and the Pandora app, development of new services and enhancement of existing services, development of new advertising products and development and enhancement of our personalized ~~station generating~~playlisting system. We have generally expensed product development as incurred. These amounts are offset by costs that we capitalize to develop software for internal use. Certain website development and internal use software development costs are capitalized when specific criteria are met. In such cases, the capitalized amounts are amortized over the useful life of the related application once the application is placed in service. We expect these capitalized costs to increase during the remainder of 2016 as we develop an on-demand streaming service. We intend to substantially increase investments in developing new products and enhancing the functionality of our existing products.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, product development ~~expense~~expenses increased by ~~$15.1~~$7.7 million or ~~80%~~23%, primarily due to a ~~$17.9~~$4.5 million increase in employee-related ~~and facilities and equipment~~ costs driven by an approximate ~~90%~~10% increase in average headcount and a ~~$1.8~~$3.0 million ~~increase~~decrease in ~~intangible amortization expense and an increase~~capitalized personnel costs driven by the launch of ~~$1.1 million in professional fees, offset by a $5.8 million increase in costs that we capitalized to develop software for internal use.~~Pandora Premium.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, product development expenses increased ~~$35.0~~by $11.7 million or ~~101%~~17%, primarily due to a ~~$40.3~~$7.3 million increase in employee-related ~~and facilities and equipment~~ costs driven by an approximate ~~90%~~10% increase in average headcount and a ~~$3.6~~$2.8 million ~~increase~~decrease in ~~intangible amortization expense and an increase~~capitalized personnel costs driven by the launch of ~~$2.3 million in professional fees, offset by an $11.2 million increase in costs that we capitalized to develop software for internal use.~~Pandora Premium.

Sales and marketing

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
Sales and marketing $ 94,035
$ 123,812
$ 29,777
$ 178,309
$ 241,434
$ 63,125



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
Sales and marketing	$	123,589	$	145,891	$	22,302	$	241,022	$	270,993	$	29,971

Sales and marketing consists primarily of employee-related ~~and facilities and equipment~~ costs, including salaries, commissions and benefits related to employees in sales, sales support, marketing, advertising and music ~~maker~~makers group ~~departments.~~departments, and facilities and equipment costs. In addition, sales and marketing expenses include transaction processing commissions on subscription purchases through mobile app stores, external sales and marketing expenses such as brand marketing, advertising, customer acquisition, direct response and search engine marketing costs, public relations expenses, costs related to music events, agency platform and media measurement expenses ~~infrastructure costs~~ and amortization expense related to acquired intangible assets.

We are substantially increasing sales and marketing expenses to drive growth as we hire additional personnel to build out our sales and sales support teams, particularly as we continue to build out our local market sales team. In 2015, we launched advertising campaigns to increase the awareness of our brand. We anticipate that we will continue to utilize these types of advertising campaigns in the future. As such, we anticipate higher overall levels of sales and marketing expense going forward.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, sales and marketing expenses increased ~~$29.8~~$22.3 million or ~~32%~~18%, primarily due to a ~~$14.3~~$17.4 million increase in brand marketing, advertising, customer acquisition, direct response and search engine marketing costs driven by our advertising campaigns launched in the ~~three months ended June 30, 2016,~~same period, as well as a ~~$13.6~~$2.7 million increase in employee-related costs primarily due to severance costs incurred in connection with the dissolution of the Australia and ~~facilities and equipment costs driven by an approximate 20% increase in headcount and a $1.7 million increase in intangible amortization expense.~~New Zealand business operations.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, sales and marketing expenses increased ~~$63.1~~$30.0 million or ~~35%~~12%, primarily due to a ~~$32.5 million increase in employee-related and facilities and equipment costs driven by an approximate 20% increase in headcount, a $23.0~~$17.0 million increase in brand marketing, advertising, customer acquisition, direct response and search engine marketing costs driven by our advertising campaigns launched in the six months ended June 30, ~~2016,~~2017. Additionally, employee-related costs increased $8.3 million primarily due to severance costs incurred in connection with the reduction in force in the first quarter of 2017 and the dissolution of the Australia and New Zealand business operations. The increase in sales and marketing expenses was also due to a ~~$3.4~~$4.3 million increase in ~~intangible amortization expense~~facilities and ~~a $1.6 million~~equipment costs driven by an increase in ~~transaction processing commissions on subscription purchases through mobile app stores.~~depreciation expense for leasehold improvements.

General and administrative

Three months ended
June 30, Six months ended
June 30,
2015 2016 $ Change 2015 2016 $ Change
(in thousands) (in thousands)
General and administrative $ 38,812
$ 40,562
$ 1,750
$ 75,566
$ 86,858
$ 11,292



	Three months ended June 30,						Six months ended June 30,
	2016		2017		$ Change		2016		2017		$ Change
	(in thousands)						(in thousands)
General and administrative	$	40,760	$	57,954	$	17,194	$	87,284	$	102,479	$	15,195

General and administrative consists primarily of employee-related ~~and facilities and equipment~~ costs, including salaries, benefits and severance expense for finance, accounting, legal, internal information technology and other administrative ~~personnel.~~personnel, and facilities and equipment costs. In addition, general and administrative expenses include legal expenses, professional services costs for outside ~~legal~~accounting and ~~accounting~~other services, ~~infrastructure costs,~~ credit card fees and sales and other tax expense. We expect general and administrative expenses to increase in future periods as we continue to invest in corporate infrastructure, including adding personnel and systems to our administrative functions.

For the three months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, general and administrative expenses increased ~~$1.8~~$17.2 million or 5%42%, primarily due to an increase of $7.4 million in bad debt expense primarily related to our ticketing service, a $3.8 million increase in legal fees primarily related to the rate-setting proceedings under Section 115 and a $3.4 million increase in employee-related costs driven by $6.3 million in ~~employee-related and facilities and equipment~~executive severance costs, ~~driven by an approximate 30% increase in headcount and a $0.8 million increase in sales and other tax expense,~~ offset by a ~~$6.7 million~~5% decrease in ~~professional fees related to royalty and other legal matters.~~average headcount as a result of the reduction in force in the first quarter of 2017.

For the six months ended June 30, ~~2016~~2017 compared to ~~2015,~~2016, general and administrative expenses increased ~~$11.3~~$15.2 million or ~~15%~~17%, primarily due to ~~a $22.0~~an $8.1 million increase in ~~employee-related and facilities and equipment costs driven by executive severance~~legal fees primarily related to the rate-setting proceedings under Section 115 and an ~~approximate 30%~~ increase of $8.0 million in ~~headcount and a $1.8 million increase in sales and other tax~~bad debt expense primarily related to our ticketing service, offset by a ~~$14.0~~$4.5 million decrease in ~~professional~~employee-related costs primarily driven by a decrease in executive severance costs.

Goodwill impairment



	Three months ended June 30,			Six months ended June 30,
	2016	2017	$ Change	2016	2017	$ Change
	(in thousands)			(in thousands)
Goodwill impairment	—	131,997	131,997	—	131,997	131,997

For the three and six months ended June 30, 2017, goodwill impairment was $132.0 million and consisted primarily of $131.7 million of impairment expense related to the write down of Ticketfly goodwill which was based on the fair value of Ticketfly's net assets as implied by the estimated purchase price of $184.5 million, which includes an aggregate purchase price of $200.0 million, less estimated purchase price adjustments of $10.9 million for certain indemnification provisions and costs to

sell of $4.6 million. Refer to Note 6 "Assets Held for Sale" and Note 7 "Goodwill and Intangible Assets" in the Notes to Condensed Consolidated Financial Statements for further information on the goodwill impairment.

Contract termination fee



	Three months ended June 30,			Six months ended June 30,
	2016	2017	$ Change	2016	2017	$ Change
	(in thousands)			(in thousands)
Contract termination fee	—	23,467	23,467	—	23,467	23,467

For the three and six months ended June 30, 2017, contract termination fees were $23.5 million and consisted of fees related to ~~royalty~~the termination of the contractual commitment with KKR. In May 2017, we entered into an agreement to sell redeemable convertible preferred stock to KKR. In conjunction with the Series A, we terminated the contractual commitment to sell redeemable convertible preferred stock to KKR, which resulted in contract termination fees, including the related legal and ~~other legal matters.~~professional fees of $23.5 million in June 2017.

Interest expense

Interest expense in the three and six months ended June 30, ~~2016~~2017 consists primarily of interest expense on our 1.75% Convertible Senior Notes due ~~2020.~~2020 and interest on our credit facility. Refer to Note ~~7 “Debt Instruments”~~8 "Debt Instruments" in the Notes to Condensed Consolidated Financial Statements for further details on our ~~Notes.~~Notes and credit facility.

~~Provision for (benefit from)~~Benefit from (provision for) income taxes

We have historically been subject to income taxes in the United States and various foreign jurisdictions. As we expand our operations to other foreign locations, we become subject to taxation based on the applicable foreign statutory rates and our effective tax rate could fluctuate accordingly.

Our ~~provision for (benefit from)~~benefit from (provision for) income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted statutory income tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized.

As a result of acquisitions, deferred tax liabilities were established for the book-tax basis difference related to acquired intangible assets. The net deferred tax liabilities provided an additional source of income to support the realizability of pre-existing deferred tax assets. During the three months ended June 30, 2016, we made an adjustment to goodwill and deferred tax liabilities as a result of the impact of final pre-acquisition Ticketfly income tax returns filed. As a result, during the three and six months ended June 30, 2016, we released $1.9 million of our valuation allowance and recorded an income tax benefit.

Off-Balance Sheet Arrangements

Our liquidity is not dependent on the use of off-balance sheet financing arrangements and as of June 30, ~~2016~~2017 we had no such arrangements.

Contractual Obligations

There has been no material change in our contractual obligations other than in the ordinary course of business since the year ended December 31, ~~2015.~~2016.

Quarterly Trends

Our operating results fluctuate from quarter to quarter as a result of a variety of factors. We expect our operating results to continue to fluctuate in future quarters.

~~Pandora~~Pandora—Internet Radio and On-Demand Music Subscription Services

Our results reflect the effects of seasonal trends in listener and advertising behavior. WeDuring the last quarter of each calendar year, we expect to experience both higher advertising sales due to greater advertiser demand during the holiday season and increased usage due to the popularity of holiday ~~music during~~music. In addition, in the ~~last three months~~first quarter of each calendar ~~year. In addition,~~year, we expect to experience lower advertising sales ~~in the first three months of each calendar year~~ due to reduced advertiser demand, and increased usage by listeners due to increased use of media-streaming devices received as gifts during the holiday season. We believe these seasonal trends have affected, and will

continue to affect our operating results, particularly asif increases in content acquisition costs from increased usage are not offset by increases in advertising sales in the first calendar quarter.

In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns and a variety of other factors, many of which are outside our control. As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance.

Ticketing Service

Ticketfly's results reflect the effects of seasonality related to the timing of events. Tickets for festivals, which constitute a significant portion of Ticketfly's business, typically go on sale during the first half of the year. As such, the Ticketfly business has historically experienced an increase in revenue in the

first half of each year relative to the fourth quarter of the prior year. ~~We expect these seasonal trends~~In June 2017, we entered into an agreement to ~~continue~~sell Ticketfly. Refer to ~~affect our operating results.~~Note 6 "Assets Held for Sale" in the Notes to Condensed Consolidated Financial Statements for further details on the Ticketfly disposition.

Liquidity and Capital Resources

As of June 30, ~~2016,~~2017, we had cash, cash equivalents and investments totaling ~~$311.3~~$227.6 million, which primarily consisted of cash and money market funds held at major financial institutions ~~commercial paper~~ and investment-grade corporate debt securities.

Our principal uses of cash during the three and six months ended June 30, ~~2016~~2017 were funding our operations, as described below, and capital expenditures.

Sources of Funds

We believe, based on our current operating plan, that our existing cash and cash equivalents and ~~available borrowings under our credit facility~~additional sources of funding will be sufficient to meet our anticipated cash needs for at least the next twelve months.

From time to time, we may explore additional financing sources and means to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, in connection with any future acquisitions, we may require additional funding which may be provided in the form of additional debt, equity or equity-linked financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms.

Our Indebtedness

Credit Facility

1.75% Convertible Senior Notes Due 2020

On December 9, 2015, we completed an unregistered Rule 144A offering of $345.0 million aggregate principal amount of our 1.75% Convertible Senior Notes due 2020. The net proceeds from the sale of the Notes were approximately $336.5 million, after deducting the initial purchaser’s fees and other estimated expenses. We used approximately $43.2 million of the net proceeds to pay the cost of the capped call transactions. Refer to Note ~~7 “Debt Instruments”~~8 "Debt Instruments" in the Notes to Condensed Consolidated Financial Statements for further details on our Notes.

Redeemable Convertible Preferred Stock

XM Investment"). The Notes are unsecured, senior obligations of Pandora, and interest is payable semi-annually at a rate of 1.75% per annum. The Notes will mature on December 1, 2020, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms prior to such date. Prior to July 1, 2020, the Notes are convertible at the option of holders only upon the occurrence of specified events or during certain periods; thereafter, until the second scheduled trading day prior to maturity, the NotesSeries A shares will be ~~convertible at the option of holders at any time.~~

~~The conversion rate for the Notes is initially 60.9050 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to~~issued in two rounds: an initial ~~conversion price~~closing of ~~approximately $16.42 per share~~172,500 shares for $172.5 million that occurred on June 9, 2017 upon signing the agreement with Sirius XM, and an additional closing of ~~our common stock, and~~307,500 shares for $307.5 million that is subject to ~~adjustment~~antitrust clearance and other customary closing conditions. We expect the additional closing to occur in ~~certain circumstances.~~

~~The Notes were separated into debt~~the fourth quarter of 2017. In the three and ~~equity components and assigned a fair value. The value assigned~~six months ended June 30, 2017, total proceeds to the ~~debt component is~~Company from the ~~estimated fair value as~~initial closing, net of preferred stock issuance costs of $13.9 million, were $158.6 million, exclusive of the ~~issuance date of similar debt without the conversion feature. The difference between the cash proceeds~~termination fee paid to KKR, and ~~this estimated fair value represents the value which has been assigned~~certain related expenses, totaling $23.5 million. Refer to ~~the equity component and recorded as a debt discount. The debt discount is being amortized using the effective interest method.~~

The capped call transactions are expected generally to reduce the potential dilution to our common stock and/or offset the cash payments we would be required to make in excess of the principal amount of the converted NotesNote 9 "Redeemable Convertible Preferred Stock" in the event that the market price of our common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction, with such reduction and/or offset subjectNotes to ~~a cap based~~Condensed Consolidated Financial Statements for further details on the cap price of the capped call transactions. The strike price of the capped call transactions corresponds to the initial conversion price of the Notes and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions have an initial cap

price of $25.26 per share and are subject to certain adjustments under the terms of the capped call transactions. The capped call transactions have been included as a net reduction to additional paid-in capital within stockholders’ equity.redeemable convertible preferred stock sale.

Capital Expenditures

Consistent with previous periods, future capital expenditures will primarily focus on acquiring additional hosting and general corporate infrastructure. Our access to capital is adequate to meet our anticipated capital expenditures for our current plans.

Historical Trends

The following table summarizes our cash flow data for the six months ended June 30, ~~2015~~2016 and ~~2016.~~2017.

Six months ended
June 30,
2015 2016
(in thousands)
Net cash provided by (used in) operating activities $ 17,059
$ (58,578 )
Net cash provided by (used in) investing activities 6,093
(40,384 )
Net cash provided by financing activities 5,230
2,917



	Six months ended June 30,
	2016			2017
	(in thousands)
Net cash used in operating activities	$	(58,578	)	$	(139,428	)
Net cash (used in) provided by investing activities	(40,384		)	5,197
Net cash provided by financing activities	2,917			169,159

Operating activities

In the six months ended June 30, ~~2016,~~2017, net cash used in operating activities was ~~$58.6~~$139.4 million and primarily consisted of our net loss of ~~$191.4~~$407.4 million, which was partially offset by non-cash charges of ~~$109.4~~$254.7 million, primarily related to ~~$71.1~~$132.0 million in goodwill impairment, $68.2 million in stock-based compensation ~~charges~~expense and ~~$27.6~~$35.1 million in depreciation and amortization expense. Net cash used in operating activities also included a decrease in ~~accounts payable~~accrued compensation of ~~$17.4~~$13.2 million and an increase in prepaid ~~expenses~~ and other current assets of ~~$16.1~~$11.7 million, ~~primarily related to advance payments made for the publishing agreements signed in 2015,~~ offset by an increase in accounts payable, accrued ~~royalties~~and other current liabilities of ~~$26.2~~$15.1 million and a decrease in accounts receivable of ~~$12.1 million in cash from collections of accounts receivables.~~$12.6 million. Net cash used in operating activities increased by ~~$75.6~~$80.9 million from the six months ended June 30, ~~2015,~~2016, primarily due to an increase in our net loss of ~~$127.1~~$216.0 million, offset by an increase in goodwill impairment of $132.0 million.

Investing activities

In the six months ended June 30, ~~2016,~~2017, net cash ~~used in~~provided by investing activities was ~~$40.4~~$5.2 million and included ~~$34.6~~$25.3 million in proceeds from maturities of investments, offset by $10.9 million of capital expenditures for internal-use software and $8.5 million of capital expenditures for leasehold improvements and server ~~equipment, $14.3 million of capital expenditures for internal-use software and $11.1 million in purchases of investments, offset by $20.5 million in proceeds from sales and maturities of investments.~~equipment. Net cash ~~used in~~provided by investing activities increased by ~~$46.5~~$45.6 million from the six months ended June 30, ~~2015,~~2016, primarily due to a decrease ~~in proceeds from sales and maturities of investments of $115.3 million, an increase~~ in capital expenditures for leasehold improvements and server equipment of ~~$20.0~~$26.0 million and ~~an increase in capital expenditures for internal-use software of $10.9 million, offset by~~ a decrease in purchases of investments of ~~$100.5~~$11.1 million.

Financing activities

In the six months ended June 30, ~~2016,~~2017, net cash provided by financing activities was ~~$2.9~~$169.2 million and included ~~$3.8~~$172.5 million in proceeds from the issuance of redeemable convertible preferred stock and $6.1 million in proceeds from our employee stock purchase plan, ~~and $1.9~~offset by $12.6 million in ~~proceeds from the exercise of stock options, offset by $2.8 million in tax payments from net share settlements of RSUs.~~cash paid for issuance costs. Net cash provided by financing activities ~~decreased $2.3~~increased $166.2 million from the six months ended June 30, ~~2015,~~2016 primarily due to an increase in ~~tax payments from net share settlements of RSUs of $1.9 million and a decrease in~~ proceeds from the ~~exercise~~issuance of redeemable convertible preferred stock ~~options~~ of ~~$1.0~~$172.5 million.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our estimates

form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the condensed consolidated financial statements. We believe that our critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.

~~There~~Other than discussed below, there have been no material changes to our critical accounting policies and estimates as compared to those described in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 under the caption ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations —~~ Operations—Critical Accounting Policies and Estimates.”"

Stock-Based Compensation—Restricted Stock Units and Stock Options

Stock-based compensation expense is recorded in the statement of operations for only those stock-based awards that will vest. In the first quarter of 2017 we adopted new accounting guidance from the Financial Accounting Standards Board ("FASB") on stock compensation, or ASU 2016-09, as described in "Recently Adopted Accounting Standards" in Note 2 of the "Notes to Condensed Consolidated Financial Statements" and have elected to account for forfeitures as they occur, rather than estimating expected forfeitures.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Fluctuation Risk

There have been no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. For further discussion of quantitative and qualitative disclosures about market risk, reference is made to our Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain ~~“disclosure~~"disclosure controls and procedures,”" as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our interim Chief Executive Officer, ~~and~~who is also our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Based on ~~their~~this evaluation at the end of the period covered by this Quarterly Report on Form 10-Q, our interim Chief Executive Officer, ~~and~~who is also our Chief Financial Officer, ~~have~~has concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, ~~2016.~~2017.

Changes in Internal Control over Financial Reporting

There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The material set forth in Note 5 in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Before deciding to invest in our common stock, you should carefully consider each of the risk factors described below, which include any material changes to, and supersede the description of, risk factors associated with the Company’s business previously disclosed in ~~“Part~~Part I, - Item ~~1A. Risk Factors” in~~1A of our Annual Report on Form 10-K for the year ended December 31, ~~2015 and all information set forth in this Quarterly Report on Form 10-Q.~~2016. Those risks and the risks described in this Quarterly Report on Form 10-Q, including in the section entitled ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations,”" could materially harm our business, financial condition, operating results, cash flow and prospects. If that occurs, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

If our efforts to attract and retain subscribers or convert ad-supported listeners into subscribers of our subscription offerings are not successful, our business will be adversely affected.

Our ability to continue to attract and retain users of our paid subscription services will depend in part on our ability to consistently provide our subscribers with a quality experience through Pandora Plus and Pandora Premium. If Pandora Plus and Pandora Premium subscribers do not perceive these offerings to be of value, or if we introduce new or adjust existing features or pricing in a manner that is not favorably received by them, we may not be able to attract and retain subscribers or be able to convince listeners to become subscribers of such additional service offerings. Subscribers may cancel their subscription to our service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, competitive services that provide a better value or experience or as a result in changes in pricing. Further, in a number of cases, the rates that we pay pursuant to our direct license agreements with record labels are significantly affected by the number of subscribers we are able to attract and retain. If our efforts to attract and retain subscribers are not successful, our business, operating results and financial condition may be adversely affected.

Our ability to offer interactive features in our services depends upon maintaining commercially viable direct licenses with copyright owners of the music we play. If we are not able to maintain these direct licenses, we could lose the right to provide interactive features in our ad-supported service and Pandora Plus and the right to operate Pandora Premium. If we are not able to renew these direct licenses on similar terms when they expire, our profitability may be negatively affected.

Prior to September 15, 2016, we obtained the right to publicly perform music sound recordings on our services in the U.S. primarily through a statutory license at rates set by the Copyright Royalty Board. In 2015 and 2016, we entered into direct license agreements with dozens of music sound recording copyright owners, commonly known as "record labels", with thousands of musical work copyright owners, commonly known as "publishers", and with ASCAP, BMI and SESAC, the three largest performing rights organizations, commonly known as "PROs". In total, these agreements give us the right to add interactive features such as replays, additional skips and offline play to our ad-supported service and Pandora Plus in the U.S., which features we introduced on September 15, 2016, and they also give us the right to operate Pandora Premium. We continue to rely on the U.S. statutory license to publicly perform music sound recordings that are not covered by our direct licenses with record labels, but those recordings now constitute a small portion of the music that we stream. The direct licenses we have entered into with record labels and publishers are complex and require significant on-going efforts to operationalize, and there is risk that we may not be able to comply with the terms of these licenses, which could result in the loss of some or all of these licenses and some or all of the rights they convey. Similarly, many of these licenses provide that if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward. In addition, if we are acquired, certain terms of our direct licenses, including favorable rates for content acquisition costs that currently apply to us, may not be available to an acquiror. If we were to fail to maintain any of these direct licenses, or if rights to certain music were no longer available under these licenses, then we may have to remove the affected music from our services, or discontinue certain interactive features for such music, or it might become commercially impractical for us to operate Pandora Premium. Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations.

Several of these direct licenses also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if breached, could cause our payments under those agreements to escalate substantially. In addition, record labels, publishers and PROs with whom we have entered into direct licenses have the right to audit our content acquisition payments, and any such audit could result in disputes over whether we have paid the proper content acquisition costs. If such a dispute were to occur, we could be required to pay additional content acquisition costs, audit fees and interest or penalties, and the amounts involved could materially and adversely affect our business, financial condition and results of operations. Pursuant to the statutory license under which we streamed most of our sound recordings prior to September 15, 2016, and under which we will stream a small portion of our sound recordings going forward, SoundExchange, Inc. ("SoundExchange") has the right to audit our content acquisition payments thereunder. SoundExchange is currently conducting audits of our payments for the years 2010 to 2016.

Further, there is no guarantee that the direct licenses we have now will be renewed in the future or that such licenses will be available at the rates for content acquisition costs associated with the current licenses. If we are unable to secure and maintain direct licenses for the rights to provide music on our services at rates that are similar to those under our current direct licenses, or other commercially viable rates, our content costs could rise and materially adversely affect our business, financial condition and results of operations.

Minimum guarantees required under certain of our music license agreements may limit our operating flexibility and could adversely affect our liquidity and results of operations.

As described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Note 5, Commitments and Contingencies", certain of our music license agreements contain minimum guarantees and require that we make upfront minimum guarantee payments. As of June 30, 2017, we have future minimum guarantee commitments of $617.2 million. Such minimum guarantees related to our content acquisition costs are not tied to our number of subscribers, active users or the number of sound recordings used on our services. As such, our ability to achieve and sustain profitability and operating leverage on our services depends on our ability to increase our revenue through increased paid subscriptions and advertising sales on terms that maintain an adequate gross margin. Given the multiple-year duration and largely fixed cost nature of these minimum guarantees, if subscriber acquisition and retention or advertising sales do not meet our expectations, our margins may be materially and adversely affected. To the extent subscriber and subscription revenue growth or advertising sales do not meet our expectations, our liquidity and results of operations could also be adversely affected as a result of such minimum guarantees. In addition, the long-term and fixed cost nature of these minimum guarantees may limit our flexibility in planning for, or reacting to, changes in our business and the market segments in which we operate.

We rely on estimates of the market share of licensable content controlled by each content provider to forecast whether such minimum guarantees will be recoupable against our actual content acquisition costs incurred over the duration of the license agreement. To the extent that these market share estimates are incorrect and our actual content acquisition costs for a particular content provider is less than the amount of the minimum guarantee, our margins may be materially and adversely affected.

The rates we must pay for "mechanical rights" to use musical works on our services are set by the Copyright Royalty Board, which is currently in the process of determining these rates for the five-year period beginning January 1, 2018. If these rates increase significantly, it will adversely affect our business.

Our direct licenses with thousands of music publishers provide that the content acquisition payments for the so-called "reproduction rights" or "mechanical rights"-which are implicated in the interactive features that we introduced on September 15, 2016 to our Pandora Plus service, as well as in the operation of Pandora Premium-are determined in accordance with the rate formula set by the Copyright Royalty Board for the compulsory license made available by Section 115 of the Copyright Act. Further, these rates are also applicable to our use of musical works for which we do not have a direct license with the copyright owners. The current rate structure for the Section 115 compulsory license expires at the end of 2017. The Copyright Royalty Board has commenced proceedings to set the rates for the Section 115 compulsory license for calendar years 2018 to 2022 (the "Phonorecords III Proceedings"), and we are a participant in the Phonorecords III Proceedings. The trial under the Phonorecords III Proceedings commenced in March 2017 and concluded in April 2017. A decision is expected by the end of 2017. The rates established by the Copyright Royalty Board in the Phonorecords III Proceedings may be higher, lower or the same as the rates currently in effect. If the Phonorecords III Proceedings yield rates that exceed the rates that are currently in place, our content acquisition costs may significantly increase, which could materially harm our financial condition and hinder our ability to provide interactive features in our services, or cause one or more of our subscription services to not be economically viable.

If we are unsuccessful at operating Pandora Premium, our on-demand subscription offering, our business may be adversely affected.

Our acquisition of certain assets of Rdio in December 2015 was intended to facilitate our launch of new subscription offerings that provide additional functionality, including our Pandora Plus service, launched in September 2016, and Pandora Premium, our on-demand subscription offering that launched in March 2017. In addition to the cost of the Rdio assets, the development and launch of such additional service offerings has required and will continue to require significant engineering as well as marketing and other resources. In addition, to support the launch of these services we have entered into direct license agreements with the major record labels, which agreements entail substantial minimum guaranteed content acquisition cost payments by us. There is no assurance that we will be able to successfully operate Pandora Premium, or obtain and maintain the content license rights to enable the continued offering of Pandora Plus and Pandora Premium. Further, in a number of cases, the rates for content acquisition costs payable under certain of our direct license agreements with record labels are significantly affected by the number of subscribers we are able to attract and retain to our subscription services, including Pandora Premium. If we fail to successfully operate Pandora Plus and/or Pandora Premium, or if we are not able to attract sufficient paying subscribers to those services, we will not realize the benefits of the Rdio asset acquisition or the substantial investment made in the development of such additional product offerings.

Our inability to obtain accurate and comprehensive information necessary to identify the ownership of sound recordings and musical works used on our services may impact our ability to perform our obligations under our licenses from the copyright holders, may require us to remove or decrease the number of performances of certain music on our services, and may subject us to potential copyright infringement claims and difficulties in controlling content acquisition costs.

We currently rely on the assistance of third parties to determine comprehensive and accurate rightsholder information for the sound recordings and the musical works underlying the sound recordings that we use on our services. If the information provided to us does not comprehensively or accurately identify which labels, artists, composers, songwriters or publishers own or administer sound recordings or musical works, or if we are unable to determine which musical works correspond to specific sound recordings, it may be difficult to identify the appropriate rightsholders to pay under our direct licenses, and it may also be difficult to comply with other obligations under those agreements. Further, our inability to accurately identify rights holders may prevent us from obtaining necessary additional licenses, which could lead to a reduction in the music available to stream on our service, adversely impacting our ability to retain and expand our listener base. Such a lack of ownership data may also make it difficult to identify the sound recordings that we should remove from our service, which may subject us to significant liability for copyright infringement.

We also rely on the assistance of third parties to provide notices of intent ("NOIs") for a compulsory license under Section 115 of the Copyright Act to those copyright owners with whom we do not have a direct license agreement or whose contact information is unavailable or unknown. If the third parties on which we rely do not provide NOIs to the correct parties (including the United States Copyright Office for unknown copyright owners), or to all parties who should receive an NOI, or do not serve the NOI in a timely manner, we may be subject to significant liability for copyright infringement.

We are not able to obtain licenses for the underlying literary works for the sound recordings of spoken-word comedy content that we stream. Third parties could assert copyright claims against us as a result.

We stream spoken word comedy content, for which the underlying literary works are not currently entitled to eligibility for licensing by any performing rights organization in the United States. Rather, pursuant to industry-wide custom and practice, this content is performed absent a specific license from any such performing rights organization or individual rights owners, although content acquisition costs are paid to SoundExchange for the public performance of the sound recordings in which such literary works are embodied. There can be no assurance that this industry custom will not change or that we will not otherwise become subject to additional licensing costs for spoken word comedy content imposed by performing rights organizations or individual copyright owners in the future or be subject to claims of copyright infringement.

If we are unable to maintain revenue growth from our advertising products, particularly in mobile advertising, our results of operations will be materially adversely affected.

Our number of listener hours on mobile devices comprised approximately 86% of our total listener hours for the year ended December 31, 2016, and we expect that mobile listener hours will continue to grow more quickly than computer listener hours. The percentage of advertising spending allocated to digital advertising on mobile devices still lags behind that allocated to traditional online advertising. According to eMarketer, the percentage of U.S. advertising spending allocated to advertising on mobile devices was approximately 23% in 2016, compared to approximately 37% for all online advertising. We must

therefore continue to convince advertisers of the capabilities of mobile digital advertising opportunities so that they migrate their advertising spend toward demographics and ad solutions that more effectively utilize mobile inventory.

We continue to build our sales capability to penetrate local advertising markets, which we view as a key challenge to monetizing our listener hours, including listener hours on mobile and other connected devices. Our audio advertising capability also places us in direct competition with terrestrial radio, as many advertisers that purchase audio ads focus their spending on terrestrial radio stations who traditionally have strong connections with local advertisers. We cannot foresee whether we will be able to continue to capture local and audio advertising revenue at the current rate of growth, which may have an adverse impact on future revenue and income.

We continue to work on initiatives that, if successfully implemented, would increase our number of listener hours on mobile and other connected devices, including efforts to expand the reach of our service by making it available on a variety of devices, such as smartphones and devices connected to or installed in automobiles. In order to effectively monetize such increased listener hours, we must, among other things, convince advertisers to migrate spending to nascent advertising markets, penetrate local advertising markets and develop compelling ad product solutions. We may not be able to effectively monetize inventory generated by listeners using mobile and connected devices, or do so in a time frame that supports our business plans.

Advertising spending is increasingly being placed through new data-driven channels, such as the programmatic buying ecosystem, where mobile offerings are not as mature as their web-based equivalents. Because the substantial majority of our listener hours occur on mobile devices, our growth prospects and revenue may be adversely affected if the advertising ecosystem is slow to adopt data-driven mobile advertising offerings.

As new advertising buying technologies, such as programmatic buying, develop around data-driven technologies and advertising products, an increasing percentage of advertising spend is likely to shift to such channels and products. These data-driven advertising products and programmatic buying technologies allow publishers to use data to target advertising toward specific groups of consumers who are more likely to be interested in the advertising message delivered. These advertising products and programmatic technologies are currently more developed in terms of ad technology and industry adoption on the web than they are on mobile. Due to the fact that the substantial majority of our listener hours occur on mobile devices, our ability to attract advertising spend, and ultimately our ad revenue, may be adversely affected by this shift. We have no reliable way to predict how significantly or how quickly advertisers will shift buying to programmatic technologies and data-driven advertising products.

We have developed a data-driven, programmatic advertising capability for mobile in an effort to take advantage of this trend. However, if adoption of mobile programmatic or demand for our mobile programmatic offering lags behind web-based programmatic technologies and competitive offerings, our ability to grow revenue may be adversely affected.

Emerging industry trends in digital advertising measurement and pricing may pose challenges for our ability to forecast or optimize our advertising inventory, which may adversely impact our advertising revenue.

The digital advertising marketplace is introducing new ways to measure and price advertising inventory. Specifically, the industry is in the process of moving from purchasing ad impressions based on the number of ads served by the applicable ad server to a new “viewable” impression standard (based on number of pixels in view and duration) for select products. In the absence of a uniform industry standard, agencies and advertisers have adopted several different billing standards and measurement methodologies. In addition, measurement services may require technological integrations which are still being evaluated by the industry. As these trends in the industry continue to evolve, our advertising revenue may be adversely affected by the availability, accuracy and utility of the available analytics and measurement technologies as well as our ability to successfully implement and operationalize such technologies and standards.

Our failure to convince advertisers of the benefits of our ad-supported service in the future could harm our business.

For the year ended December 31, 2016, we derived 77% of our revenue from the sale of advertising and expect to continue to derive a substantial majority of our revenue from the sale of advertising in the future. Our ability to attract and retain advertisers, and ultimately to sell our advertising inventory to generate advertising revenue, depends on a number of factors, including:

increasing the number of listener hours, particularly within desired demographics;

keeping pace with changes in technology and our competitors;

competing effectively for advertising dollars from other online marketing and media companies;

penetrating the market for local radio advertising;

demonstrating the value of advertisements to reach targeted audiences across all of our delivery platforms, including the value of mobile digital advertising;

ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that we serve listeners) do not have a negative impact on listener hours;

continuing to develop and diversify our advertising platform, which currently includes delivery of display, audio and video advertising products through multiple delivery channels, including computers, mobile and other connected devices; and

coping with ad blocking technologies that have been developed and are likely to continue to be developed that can block the display of our ads.

Our agreements with advertisers are generally short-term or may be terminated at any time by the advertiser. Advertisers that are spending only a small amount of their overall advertising budget on our service may view advertising with us as experimental and unproven and may leave us for competing alternatives at any time. We may never succeed in capturing a greater share of our advertisers’ core advertising spending, particularly if we are unable to achieve the scale and industry penetration necessary to demonstrate the effectiveness of our advertising platforms, or if our advertising model proves ineffective or not competitive when compared to alternatives. Failure to demonstrate the value of our service would result in reduced spending by, or loss of, existing or potential future advertisers, which would materially harm our revenue and business.

Unavailability of, or fluctuations in, third-party measurements of our audience may adversely affect our ability to grow advertising revenue.

Selling ads, locally and nationally, requires that we demonstrate to advertisers that our service has substantial reach and usage. Third-party measurement vendors' technology may not reflect our true listening audience and their underlying methodologies are subject to change at any time. In addition, the methodologies we apply to measure the key metrics that we use to monitor and manage our business may differ from the methodologies used by third-party measurement service providers. For example, we calculate listener hours based on the total bytes served for each track that is requested and served from our servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track. By contrast, certain third-party measurement service providers may calculate and report the number of listener hours using a client-based approach, which measures time elapsed during listening sessions. Measurement technologies for mobile and consumer electronic devices may be even less reliable in quantifying the reach, usage and location of our service, and it is not clear whether such technologies will integrate with our systems or uniformly and comprehensively reflect the reach, usage and location of our service. While we have been working with third-party measurement service providers and certain of their measurements have earned Media Ratings Council accreditation, some providers have not yet developed uniform measurement systems that comprehensively measure the reach, usage and location of our service. In order to demonstrate to potential advertisers the benefits of our service, we supplement third-party measurement data with our internal reporting, which may be perceived as less valuable than third-party numbers. If third-party measurement providers report lower metrics than we do, or if there is wide variance among reported metrics, our ability to attract advertisers to our service could be adversely affected.

The lack of accurate cross-platform measurements for internet radio and broadcast radio may adversely affect our ability to grow advertising revenue.

We have invested substantial resources to create accurate cross-platform measurements for internet radio and broadcast radio in the major automated media-buying platforms, attempting to create a one-stop shop that enables media buyers to compare internet radio audience reach with terrestrial radio audience reach using traditional broadcast radio metrics.

Media buying agencies receive measurement metrics from third parties, such as Triton for internet radio and Nielsen for more traditional media like terrestrial radio and television. Media buying agencies may choose not to show, or may be prohibited by contract from showing, internet radio metrics alongside traditional terrestrial metrics. Despite our efforts to

achieve parity within the tools available to media buying agencies, a lack of comparable internet radio metrics in these buying tools could have a materially negative effect on our ability to sell advertising on our service and achieve our revenue goals.

If we are unable to continue to make our technology compatible with the technologies of third-party distribution partners who make our service available to our listeners through mobile devices, consumer electronic products and automobiles, we may not remain competitive and our business may fail to grow or decline.

In order to deliver music everywhere our listeners want to hear it, our service must be compatible with mobile, consumer electronic, automobile and website technologies. Our service is accessible in part through both Pandora-developed and third-party developed apps that hardware manufacturers embed in, and distribute through, their devices. Most of our agreements with makers of mobile operating systems and devices through which our service may be accessed, including Apple and Google, are short-term or can be canceled at any time with little or no ~~material~~prior notice or penalty. The loss of these agreements, or the renegotiation of these agreements on less favorable economic or other terms, could limit the reach of our service and its attractiveness to advertisers. Some of these mobile device makers and operating system providers, including Apple, Amazon, Samsung and Google, are now, or may in the future become, competitors of ours, and could stop allowing or supporting access to our service through their products for competitive reasons.

Connected devices and their underlying technologies are constantly evolving. As internet connectivity of automobiles, mobile devices and other consumer electronic products expands and as new internet-connected products are introduced, we must constantly adapt our technology. It is challenging to keep pace with the continual release of new devices and technological advances in digital media delivery. If manufacturers fail to make products that are interoperable with our technology or we fail to adapt our technology to their evolving requirements, our ability to grow or sustain the reach of our service, increase listener hours and sell advertising could be adversely affected.

Consumer tastes and preferences can change in rapid and unpredictable ways and consumer acceptance of these products depends on the marketing, technical and other efforts of third-party manufacturers, which is beyond our control. If consumers fail to accept the products of the companies with whom we partner or if we fail to establish relationships with makers of leading consumer products, our business could be adversely affected.

If our efforts to attract prospective listeners and to retain existing listeners are not successful, our growth prospects and revenue will be adversely affected.

Our ability to grow our business and generate advertising revenue depends on retaining and expanding our listener base and increasing listener hours. We must convince prospective listeners of the benefits of our service and existing listeners of the continuing value of our service. The more listener hours we stream, the more ad inventory we have to sell. Further, growth in our listener base increases the size of demographic pools targeted by advertisers, which improves our ability to deliver advertising in a manner that maximizes our advertising customers’ return on investment and, ultimately, to demonstrate the effectiveness of our advertising solutions and justify a pricing structure that is profitable for us. If we fail to grow our listener base and listener hours, particularly in key demographics such as young adults, we will be unable to grow advertising revenue, and our business will be materially and adversely affected.

Our ability to increase the number of our listeners and listener hours will depend on effectively addressing a number of challenges. Some of these challenges include:

providing listeners with a consistent high quality, user-friendly and personalized experience;

successfully expanding our share of listening in cars;

continuing to build and maintain availability of catalogs of music and comedy and other content that our listeners enjoy;

continuing to innovate and keep pace with changes in technology and our competitors;

maintaining and building our relationships with makers of consumer products such as mobile devices and other consumer electronic products to make our service available through their products;

maintaining positive listener perception of our service while managing ad-load to optimize inventory utilization; and

minimizing listener churn and attracting lapsed listeners back to the service.

In addition, we have historically relied heavily on the success of viral marketing to expand consumer awareness of our service. We recently began supplementing our viral marketing strategy with larger, more costly marketing campaigns, and this increase in marketing expenses could fail to achieve expected returns and therefore have an adverse effect on our results of operations. We cannot guarantee that we will be successful in maintaining or expanding our listener base and failure to do so would materially and adversely affect our business, operating results and financial condition.

Further, although we use our number of active users as a key indicator of our brand awareness and the growth of our business, the number of active users exceeds the number of unique individuals who register for, or actively use, our service. We define active users as the number of distinct users that have requested audio from our servers within the trailing 30 days from the end of each calendar month. To establish an account, a person does not need to provide personally unique information. For this reason, a person may have multiple accounts. If the number of actual listeners does not result in an increase in listener hours, then our business may not grow as quickly as we expect, which may harm our business, operating results and financial condition.

If we fail to accurately predict and play music, comedy or other content that our listeners enjoy, we may fail to retain existing and attract new listeners.

We believe that a key differentiating factor between the Pandora service and other music content providers is our ability to predict music that our listeners will enjoy. Our personalized playlist generating system, based on the Music Genome Project and our proprietary algorithms, is designed to enable us to predict listener music preferences and select music content tailored to our listeners’ individual music tastes. We have invested, and will continue to invest, significant resources in refining these technologies; however, we cannot guarantee that such investments will produce the intended results. The effectiveness of our personalized playlist generating system depends in part on our ability to gather and effectively analyze large amounts of listener data and listener feedback and we have no assurance that we will continue to be successful in enticing listeners to give a thumbs-up or thumbs-down to enough songs for our database to effectively predict and select new and existing songs. In addition, our ability to offer listeners songs that they have not previously heard and impart a sense of discovery depends on our ability to acquire and appropriately categorize additional tracks that will appeal to our listeners’ diverse and changing tastes. While we have over 1,000,000 analyzed songs in our library, we must continuously identify and analyze additional tracks that our listeners will enjoy and we may not effectively do so. Further, many of our competitors currently have larger catalogs than we offer and they may be more effective in providing their listeners with a more appealing listener experience.

We also provide comedy content on Pandora, and for that content we also try to predict what our listeners will enjoy, using technology similar to the technology that we use to generate personalized playlists for music. The risks that apply to predicting our listeners’ musical tastes apply to comedy and other content to an even greater extent, particularly as we lack experience with content other than music, do not yet have as large a data set on listener preferences for comedy and other content, and have a much smaller catalog as compared to music. Our ability to predict and select music, comedy and other content that our listeners enjoy is critical to the perceived value of our service among listeners and failure to make accurate predictions would adversely affect our ability to attract and retain listeners, increase listener hours and sell advertising.

We face, and will continue to face, competition with other content providers for listener hours and advertising spending.

We compete for the time and attention of our listeners with other content providers on the basis of a number of factors, including quality of experience, relevance, acceptance and perception of content quality, ease of use, price, accessibility, perception of ad load, brand awareness and reputation. Such competition affects the amount of quality advertising inventory available which we can offer to advertisers on our ad-supported service.

Many of our competitors may leverage their existing infrastructure, brand recognition and content collections to augment their services by offering competing internet radio features within a more comprehensive digital music streaming service. We face increasing competition for listeners from a growing variety of music services that deliver music content through mobile phones and other wireless devices. Our direct competitors in the internet radio segment include iHeart Radio, LastFM and other companies in the traditional broadcast and internet radio market. We also directly compete with the non-interactive, internet radio offerings from providers such as Spotify, Apple Music, Tidal, Google Play Music and Slacker, and we compete more broadly with on-demand music streaming services such as Spotify, Apple Music, YouTube, SoundCloud, Google Play Music, Amazon Prime, Napster, and Deezer.

Our competitors also include terrestrial radio and satellite radio services, many of which also broadcast on the internet. Terrestrial radio providers offer their content for free, are well established and accessible to listeners and offer content, such as news, sports, traffic, weather and talk that we currently do not offer. In addition, many terrestrial radio stations have begun

broadcasting digital signals, which provide high-quality audio transmission. Satellite radio providers may offer extensive and oftentimes exclusive news, comedy, sports and talk content, national signal coverage and long-established automobile integration. In addition, terrestrial radio pays no content acquisition costs for its use of sound recordings and satellite radio pays a much lower percentage of revenue, 10.5% in 2016 and 11% in 2017, than internet radio providers for use of sound recordings, giving broadcast and satellite radio companies a significant cost advantage. We also compete directly with other emerging non-interactive internet radio providers, which may offer more extensive content libraries than we offer and some of which may be accessed internationally.

We compete for the time and attention of our listeners with providers of other forms of in-home and mobile entertainment. To the extent existing or potential listeners choose to watch cable television, stream video from on-demand services or play interactive video games on their home-entertainment system, computer or mobile phone rather than listen to the Pandora service, these content services pose a competitive threat. We also compete with many other forms of media and services for the time and attention of our listeners, including non-music competitors such as Facebook, Google, Snap, MSN, Yahoo!, Verizon, ABC, CBS, FOX, NBC, The New York Times and the Wall Street Journal, among others.

We believe that companies with a combination of financial resources, technical expertise and digital media experience also pose a significant threat. For example, Apple, Amazon and Google operate competing services. These and other competitors may devote greater resources than we have available, have a more accelerated time frame for deployment, be willing to absorb significant costs to acquire customers through free trials or other initiatives, operate their music services at a loss in order to drive their other profitable businesses, and leverage their existing user base and proprietary technologies to provide products and services that our listeners and advertisers may view as superior or more cost effective. Our current and future competitors may have more well established brand recognition, more established relationships with music content companies and consumer product manufacturers, greater financial, technical and other resources, more sophisticated technologies or more experience in the markets, both domestic and international, in which we compete.

We also compete for listeners on the basis of the presence and visibility of our app, which is distributed via the largest app stores operated by Apple, Google and Amazon. Such distribution is subject to an application developer license agreement in each case. We face significant competition for listeners from these companies, who are also promoting their own digital music and content online through their app stores. Search engines and app stores rank responses to search queries based on the popularity of a website or mobile application, as well as other factors that are outside of our control. Additionally, app stores often offer users the ability to browse applications by various criteria, such as the number of downloads in a given time period, the length of time since a mobile app was released or updated, or the category in which the application is placed. The websites and mobile applications of our competitors may rank higher than our website and our Pandora app, and our app may be difficult to locate in app stores, which could draw potential listeners away from our service and toward those of our competitors. In addition, our competitors’ products may be pre-loaded or integrated into consumer electronics products or automobiles, creating an initial visibility advantage. If we are unable to compete successfully for listeners against other digital media providers by maintaining and increasing our presence and visibility online, in app stores and in consumer electronics products and automobiles, our listener hours may fail to increase as expected or decline and our business may suffer. Additionally, should any of these parties reject our app from their app store or amend the terms of their license in such a way that inhibits our ability to distribute our apps, or negatively affects our economics in such distribution, our ability to increase listener hours and sell advertising would be adversely affected, which would reduce our revenue and harm our operating results.

To compete effectively, we must continue to invest significant resources in the development of our service to enhance the user experience of our listeners.

Additionally, in order to compete successfully for advertisers against new and existing competitors, we must continue to invest resources in developing and diversifying our advertisement platform, harnessing listener data and ultimately proving the effectiveness and relevance of our advertising products. There can be no assurance that we will be able to compete successfully for listeners and advertisers in the future against existing or new competitors, and failure to do so could result in loss of existing or potential listeners, loss of current or potential advertisers or a reduced share of our advertisers’ overall marketing budget, which could adversely affect our pricing and margins, lower our revenue, increase our research and development and marketing expenses, diminish our brand strength and prevent us from achieving or maintaining profitability.

Our ability to expand our services into countries outside the United States is dependent on our ability to obtain necessary licenses from content owners, which we currently do not have.

We currently operate the Pandora service in the United States, and in June 2017 we announced a plan to discontinue business activities in Australia and New Zealand, where we previously operated the Pandora service. In order to launch any interactive or non-interactive music streaming service anywhere else in the world, we will need to negotiate and execute license

agreements with the necessary rights holders. We may not be able to obtain all of the necessary rights to expand our service offerings on commercially viable terms, or at all. If we are not able to obtain the necessary licenses on commercially viable terms, then we will not be able to expand our service internationally, and our growth could suffer materially. This could adversely affect our business, financial condition and results of operations.

We face many risks associated with our long-term plan to further expand our operations outside of the United States, including difficulties obtaining rights to music and other content on favorable terms.

Expanding our operations into international markets is an element of our long-term strategy. However, offering our services outside of the United States involves numerous risks and challenges. For example, we recently discontinued business activities in Australia and New Zealand, where we had provided our service since June 2012. Most importantly, there is no statutory licensing regime for digital streaming of music content available outside of the United States, and direct licenses from music rights organizations and other content owners may not be available on commercially viable terms. Addressing content-licensing and other business issues in foreign jurisdictions may require a significant investments of time, capital and other resources by us, and there can be no assurance that we would succeed or achieve any return on these investments.

In addition, international expansion exposes us to other risks such as:

the need to modify our technology and market our service in non-English speaking countries;

the need to localize our service to foreign customers’ preferences and customs;

the need to conform our operations, and our marketing and advertising efforts, with the laws and regulations of foreign jurisdictions, including, but not limited to, the use of any personal information about our listeners;

the need to amend existing agreements and to enter into new agreements with automakers, automotive suppliers, consumer electronics manufacturers with products that integrate our service, and others in order to provide that service in foreign countries;

difficulties in managing operations due to language barriers, distance, staffing, cultural differences and business infrastructure constraints and domestic laws regulating corporations that operate internationally;

our lack of experience in marketing, and encouraging viral marketing growth without incurring significant marketing expenses, in foreign countries;

application of foreign laws and regulations to us;

fluctuations in currency exchange rates;

reduced or ineffective protection of our intellectual property rights in some countries; and

potential adverse tax consequences associated with foreign operations and revenue.

Furthermore, in most international markets, we would not be the first entrant, and our competitors may be better positioned than we are to succeed. In addition, in jurisdictions where copyright protection has been insufficient to protect against widespread music piracy, achieving market acceptance of our service may prove difficult as we would need to convince listeners to stream our service when they could otherwise download the same music for free. As a result of these obstacles, we may find it impossible or prohibitively expensive to enter or sustain our presence in foreign markets, or entry into foreign markets could be delayed, which could hinder our ability to grow our business.

Expansion of our operations into content beyond pre-recorded music, including comedy, live events and podcasts, subjects us to additional business, legal, financial and competitive risks.

Expansion of our operations into delivery of content beyond pre-recorded music involves numerous risks and challenges, including increased capital requirements, new competitors and the need to develop new strategic relationships. Growth into these new areas may require changes to our existing business model and cost structure, modifications to our infrastructure and exposure to new regulatory and legal risks, including infringement liability, any of which may require additional expertise that we currently do not have. There is no guarantee that we will be able to generate sufficient revenue from advertising sales associated with comedy, live events, podcasts or other non-prerecorded-music content to offset the ~~Risk Factors~~costs of maintaining these

stations or the content acquisition costs paid for such stations. Further, we have established a reputation as a music format internet radio provider and our ability to gain acceptance and listenership for comedy, live events, podcasts or other non-music content stations, and thus our ability to attract advertisers on these stations, is not certain. Failure to obtain or retain rights to comedy, live events, podcasts or other non-music content on acceptable terms, or at all, to successfully monetize and generate revenues from such content, or to effectively manage the numerous risks and challenges associated with such expansion could adversely affect our business and financial condition.

We have engaged and may in the future engage in the acquisition or disposition of other companies, technologies and businesses, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

We have recently acquired and may in the future seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our service, enhance our technical capabilities or otherwise offer growth opportunities. For example, in 2015, we acquired Next Big Sound, Ticketfly and certain assets of Rdio. These acquisitions, and our pursuit of future potential acquisitions, may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, we have limited experience acquiring and integrating other businesses. We may be unsuccessful in integrating our acquired businesses or any additional business we may acquire in the future or may not otherwise realize anticipated benefits of past or future acquisitions.

We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:

unanticipated costs or liabilities associated with the acquisition;

incurrence of acquisition-related costs;

diversion of management’s attention from other business concerns;

regulatory uncertainties;

harm to our existing business relationships with business partners and advertisers as a result of the acquisition;

harm to our brand and reputation;

the potential loss of key employees;

use of resources that are needed in other parts of our business; and

use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

In addition, we recently concluded that operating Ticketfly is no longer part of our strategy, and as such agreed to sell Ticketfly to a third party. The sale price in this disposition of Ticketfly is substantially less that we paid to acquire Ticketfly in 2015. This disposition has also required, and continues to require, significant attention by our management and board of directors, and has caused us to incur significant expenses related to the sale. While we anticipate entering into a commercial arrangement with the purchaser that will afford us some of the benefits we had sought to obtain when we purchased Ticketfly, we may not realize the expected benefits of this commercial agreement. Further, we will be subject to potential liability for indemnities we have agreed to in the sale agreement.

Our ability to increase the number of our listeners will depend in part on our ability to establish and maintain relationships with automakers, automotive suppliers and consumer electronics manufacturers with products that integrate our service.

A key element of our strategy to expand the reach of our service and increase the number of our listeners and listener hours is to establish and maintain relationships with automakers, automotive suppliers and consumer electronics manufacturers

that integrate our service into and with their products. Working with certain third-party distribution partners, we currently offer listeners the ability to access our service through a variety of consumer electronics products used in the home and devices connected to or installed in automobiles. We intend to broaden our ability to reach additional listeners, and increase current listener hours, through other platforms and partners over time, including through direct integration into connected cars. However, product design cycles in automotive manufacturing are lengthy and the useful lives of automobiles in service is long, and we may not be able to achieve our goals in our desired timeframe, which could adversely impact our ability to grow our business.

Our existing agreements with partners in the automobile and consumer electronics industries generally do not obligate those partners to offer our service in their products. In addition, some automobile manufacturers or their supplier partners may terminate their agreements with us for convenience. Our business could be adversely affected if our automobile partners and consumer electronics partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us. If we are forced to amend the business terms of our distribution agreements as a result of competitive pressure, our ability to maintain and expand the reach of our service and increase listener hours would be adversely affected, which would reduce our revenue and harm our operating results.

We rely upon an agreement with DoubleClick, which is owned by Google, for delivering and monitoring most of our ads. Failure to renew the agreement on favorable terms, or termination of the agreement, could adversely affect our business.

We use DoubleClick’s ad-serving platform to deliver and monitor most of the ads for our ad-supported service. There can be no assurance that our agreement with DoubleClick, which is owned by Google, will be extended or renewed upon expiration, that we will be able to extend or renew our agreement with DoubleClick on terms and conditions favorable to us or that we could identify another alternative vendor to take its place. Our agreement with DoubleClick also allows DoubleClick to terminate our relationship before the expiration of the agreement on the occurrence of certain events, including material breach of the agreement by us, and to suspend provision of the services if DoubleClick determines that our use of its service violates certain security, technology or content standards.

We rely on third parties to provide software and related services necessary for the operation of our business.

We incorporate and include third-party software into and with our apps and service offerings and expect to continue to do so. The operation of our apps and service offerings could be impaired if errors occur in the third-party software that we use. It may be more difficult for us to correct any defects in third-party software because the development and maintenance of the software is not within our control. Accordingly, our business could be adversely affected in the event of any errors in this software. There can be no assurance that any third-party licensors will continue to make their software available to us on acceptable terms, to invest the appropriate levels of resources in their software to maintain and enhance its capabilities, or to remain in business. Any impairment in our relationship with these third-party licensors could harm our ability to maintain and expand the reach of our service, increase listener hours and sell advertising, each of which could harm our operating results, cash flow and financial condition.

Digital music streaming is an evolving industry, which makes it difficult to evaluate our near- and long-term business prospects.

Digital music streaming continues to develop as an industry and our near- and long-term business prospects are difficult to evaluate. The marketplace for digital music streaming is subject to significant challenges and new competitors. As a result, the future revenue, income and growth potential of our business is uncertain. Investors should consider our business and prospects in light of the risks and difficulties we encounter in this evolving business, which risks and difficulties include, among others, risks related to:

our evolving business model and new licensing models for content as well as the potential need for additional types of content;

our ability to develop additional products and services, or products and services in adjacent markets, in order to maintain revenue growth, and the resource requirements of doing so;

our ability to retain current levels of active listeners, build our listener base and increase listener hours;

our ability to effectively monetize listener hours by growing our sales of advertising inventory created from developing new and compelling ad product solutions that successfully deliver advertisers’ messages across the range of our delivery platforms while maintaining our listener experience;

our ability to attract new advertisers, retain existing advertisers and prove to advertisers that our advertising platform is effective enough to justify a pricing structure that is profitable for us;

our ability to maintain relationships with platform providers, makers of mobile devices, consumer electronic products and automobiles;

our ability to continue to secure the rights to music that attracts listeners to the service on fair and reasonable economic terms.

Failure to successfully address these risks and difficulties and other challenges associated with operating in an evolving marketplace could materially and adversely affect our business, financial condition and results of operations.

We have incurred significant operating losses in the past and may not be able to generate sufficient revenue to be profitable.

Since our inception in 2000, we have incurred significant net operating losses and, as of December 31, 2016, we had an accumulated deficit of $709.6 million. A key element of our strategy is to increase the number of listeners and listener hours to increase our industry penetration, including the number of listener hours on mobile and other connected devices. However, as our number of listener hours increases, our content acquisition costs also increase. In addition, we have adopted a strategy to invest in our operations in advance of, and to drive, future revenue growth. This strategy includes recently completed acquisitions and other initiatives. As a result of these trends, we have not in the past generated, and may not in the future generate, sufficient revenue from the sale of advertising and subscriptions, or new revenue sources, to offset our expenses. In addition, we plan to continue to invest heavily in our operations to support anticipated future growth. As a result of these factors, we expect to incur annual net losses in the near term.

Our revenue has increased rapidly in recent periods; however, we do not expect to sustain our high revenue growth rates in the future as a result of a variety of factors, including increased competition and the maturation of our business, and we cannot guarantee that our revenue will continue to grow or will not decline. Investors should not consider our historical revenue growth or operating expenses as indicative of our future performance. If revenue growth is lower than our expectations, or our operating expenses exceed our expectations, our financial performance will be adversely affected. Further, if our future growth and operating performance fail to meet investor or analyst expectations, it could have a material adverse effect on our stock price.

In addition, in our efforts to increase revenue as the number of listener hours has grown, we have expanded and expect to continue to expand our sales force. If our hiring of additional sales personnel does not result in a sufficient increase in revenue, the cost of this additional headcount will not be offset, which would harm our operating results and financial condition.

If we fail to effectively manage our growth, our business and operating results may suffer.

Our rapid growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. In order to attain and maintain profitability, we will need to recruit, integrate and retain skilled and experienced sales personnel who can demonstrate our value proposition to advertisers and increase the monetization of listener hours, particularly on mobile devices, by developing relationships with both national and local advertisers to convince them to migrate advertising spending to online and mobile digital advertising markets and utilize our advertising product solutions. Continued growth could also strain our ability to maintain reliable service levels for our listeners, effectively monetize our listener hours, develop and improve our operational, financial and management controls and enhance our reporting systems and procedures. If our systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we may also be unable to meet our obligations under advertising agreements with respect to the timing of our delivery of advertising or other performance obligations. As our operations grow in size, scope and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable management resources. If we fail to maintain the necessary level of discipline and efficiency and allocate limited resources effectively in our organization as it grows, our business, operating results and financial condition may suffer.

Our business and prospects depend on the strength of our brands and failure to maintain and enhance our brands would harm our ability to expand our base of listeners, advertisers and other partners.

Maintaining and enhancing the "Pandora" and "Next Big Sound" brands is critical to expanding our base of listeners, advertisers, venue partners, concertgoers, content owners and other partners. Maintaining and enhancing our brands will depend largely on our ability to continue to develop and provide an innovative and high quality experience for our listeners and

concertgoers and attract advertisers, content owners, venue partners and automobile, mobile device and other consumer electronic product manufacturers to work with us, which we may not do successfully.

Our brands may be impaired by a number of other factors, including service outages, data privacy and security issues, listener perception of ad load and exploitation of our trademarks by others without permission. In addition, if our partners fail to maintain high standards for products that integrate our service, or if we partner with manufacturers of products that our listeners reject, the strength of our brand could be adversely affected.

Assertions by third parties of violations under state law with respect to the public performance and reproduction of pre-1972 sound recordings could result in significant costs and substantially harm our business and operating results.

Federal copyright protection does not apply to sound recordings created prior to February 15, 1972 ("pre-1972 sound recordings"). The protection of such recordings is instead governed by a patchwork of state statutory and common laws. Copyright owners of pre-1972 sound recordings have commenced litigation against us in New York, California, Illinois, and New Jersey alleging violations of state statutory and common laws arising from the reproduction and public performance of pre-1972 sound recordings. Despite settling one such suit with the major record labels in October 2015, and entering into direct license agreements for recorded music with major and independent labels, distributors and publishers during the first nine months of 2016 that also permit us to stream certain pre-1972 sound recordings, we still face a number of class-action suits brought by various plaintiffs who seek, among other things, restitution, disgorgement of profits, and punitive damages as well as injunctive relief prohibiting further violation of those copyright owners’ alleged exclusive rights.

If we are found liable for the violation of the exclusive rights of any pre-1972 sound recording copyright owners, then we could be subject to liability, the amount of which could be significant. Similarly, any settlements of the remaining litigation could require substantial payments. If we are required to obtain licenses from individual sound recording copyright owners for the reproduction and public performance of pre-1972 sound recordings, then the time, effort and cost of securing such licenses directly from all owners of sound recordings used on our service could be significant and could harm our business and operating results. If we are required to obtain licenses for pre-1972 sound recordings to avoid liability and are unable to secure such licenses, then we may have to remove pre-1972 sound recordings from our service, which could harm our ability to attract and retain users.

We could be adversely affected by regulatory restrictions on the use of mobile and other electronic devices in motor vehicles and legal claims arising from use of such devices while driving.

Regulatory and consumer agencies have increasingly focused on distraction to drivers that may be associated with use of mobile and other devices in motor vehicles. In 2010, the U.S. Department of Transportation identified driver distraction as a top priority, and in April 2013, the National Highway Traffic Safety Administration (the "NHTSA") released voluntary Phase 1 Driver Distraction Guidelines for visual-manual devices not related to the driving task that are integrated into motor vehicles. In November 2016, NHTSA released its proposed voluntary Phase 2 Driver Distraction Guidelines for portable and aftermarket devices that may be used in motor vehicles, which include recommendations such as automatic mobile device pairing with motor vehicle entertainment systems and lock-outs of mobile devices while being used by the driver of a motor vehicle. If NHTSA or other agencies implemented regulatory restrictions and took enforcement action related to how drivers and passengers in motor vehicles may engage with devices on which our service is broadcast, such restrictions or enforcement actions could inhibit our ability to increase listener hours and generate ad revenue, which would harm our operating results. In addition, concerns over driver distraction due to use of mobile and other electronic devices used to access our service in motor vehicles could result in product liability or personal injury litigation and negative publicity.

Federal, state and industry regulations as well as self-regulatory programs related to privacy and data security pose the threat of lawsuits and other liability, require us to expend significant resources for compliance, and may hinder our ability and our advertisers’ ability to deliver certain types of advertising.

We collect and utilize demographic and other information from and about our listeners and artists as they interact with our service, including information which could fall under a definition of "personally identifiable information" under various state and federal laws. For example, to register for a Pandora account, our listeners self-report the following information: birth year, gender, zip code and e-mail address. Listeners must also provide their credit card or debit card numbers and other billing information if they choose to take advantage of additional service offerings, such as Pandora Plus. We also may collect location information from listeners who have enabled this feature on their mobile or other devices, information listeners provide on their profile page or in using other community or social networking features that are part of our service, or information listeners provide when they participate in polls or contests or sign up to receive e-mail newsletters. Further, we and third parties use tracking technologies, including "cookies" and related technologies, to help us manage and track our listeners’ interactions with

our service and deliver relevant advertising. We also collect information from and track artists’ activity on our Pandora Artist Marketing Platform. Third parties may, either without our knowledge or consent, or in violation of contractual prohibitions, obtain, transmit or utilize our listeners’ or artists’ personally identifiable information, or data associated with particular users, devices or artists.

Various federal and state laws and regulations, as well as the laws of foreign jurisdictions in which we may choose to operate, govern the collection, use, retention, sharing and security of the data we receive from and about our listeners. Privacy groups and government authorities have increasingly scrutinized the ways in which companies link personal identities and data associated with particular users or devices with data collected through the internet, and we expect such scrutiny to continue to increase. Alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources in responding to and defending such allegations and claims. Claims or allegations that we have violated laws and regulations relating to privacy and data security have resulted and could in the future result in negative publicity and a loss of confidence in us by our listeners and our advertisers.

Existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations, and various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand current or enact new laws regarding privacy and data security-related matters. We may find it necessary or desirable to join self-regulatory bodies or other privacy-related organizations that require compliance with their rules pertaining to privacy and data security. We are also bound by our public-facing privacy statement, which sets forth the ways in which we collect, use and share information. We also may be bound by contractual obligations that limit our ability to collect, use, disclose and leverage listener data and to derive economic value from it. New laws, amendments to or re-interpretations of existing laws, rules of self-regulatory bodies, industry standards and contractual obligations, as well as changes in our listeners’ expectations and demands regarding privacy and data security, may limit our ability to collect, use and disclose, and to leverage and derive economic value from listener data. We may also be required to expend significant resources to adapt to these changes and to develop new ways to deliver relevant advertising or otherwise provide value to our advertisers. In particular, government regulators have proposed "do not track" mechanisms, and requirements that users affirmatively "opt-in" to certain types of data collection and use that, if enacted into law or adopted by self-regulatory bodies or as part of industry standards, could significantly hinder our ability to collect and use data relating to listeners. Restrictions on our ability to collect, access and harness listener data, or to use or disclose listener data or any profiles that we develop using such data, could in turn limit our ability to stream personalized music content to our listeners and offer targeted advertising opportunities to our advertising customers, each of which are critical to the success of our business.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, self-regulatory bodies, industry standards and contractual obligations. Increased regulation of data utilization and distribution practices, including self-regulation and industry standards, could increase our cost of operation, limit our ability to grow our operations or otherwise adversely affect our business.

Government regulation of the internet is evolving, and unfavorable developments could have an adverse effect on our operating results.

We are subject to general business regulations and laws, as well as regulations and laws specific to the internet. Such laws and regulations cover sales and other taxes and withholding of taxes, user privacy, data collection and protection, copyrights, electronic contracts, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, broadband internet access and content restrictions. We cannot guarantee that we have been or will be fully compliant in every jurisdiction, as it is not entirely clear how existing laws and regulations governing issues such as privacy, taxation and consumer protection apply to the internet. Moreover, as internet commerce continues to evolve, increasing regulation by federal, state and foreign agencies becomes more likely. The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet, including laws limiting network neutrality, could decrease listener demand for our service offerings and increase our cost of doing business. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also hinder our operational flexibility, raise compliance costs and result in additional historical or future liabilities for us, resulting in adverse impacts on our business and our operating results.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our revenue and operating results could vary significantly from quarter to quarter and year to year due to a variety of factors, many of which are outside our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this "Risk Factors" section, factors that may contribute to the variability of our quarterly and annual results include:

costs associated with pursuing licenses or other commercial arrangements;

costs associated with defending any litigation, including intellectual property infringement litigation, and any associated judgments or settlements;

our ability to pursue, and the timing of, entry into new geographic or content markets or other strategic initiatives and, if pursued, our management of these initiatives;

the impact of general economic and competitive conditions on our revenue and expenses; and

changes in government regulation affecting our business.

Seasonal variations in listener and advertising behavior may also cause fluctuations in our financial results. We expect to experience some effects of seasonal trends in listener behavior due to higher advertising sales during the fourth quarter of each year due to greater advertiser demand during the holiday season and lower advertising sales in the first quarter of the following year. Expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns and a variety of other factors, many of which are outside our control. In addition, we expect to experience increased usage during the fourth quarter of each year due to the holiday season, and in the first quarter of each year due to increased use of media-streaming devices received as gifts during the holiday season.

If we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting. The report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of year-end, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.

While we have determined that our internal control over financial reporting was effective as of June 30, 2017, as indicated in "Controls and Procedures—Evaluation of Disclosure Controls and Procedures", we must continue to monitor and assess our internal control over financial reporting. If our management identifies one or more material weaknesses in our internal control over financial reporting and such weakness remains uncorrected at year-end, we will be unable to assert that such internal control is effective at year-end. If we are unable to assert that our internal control over financial reporting is effective at year-end, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls or concludes that we have a material weakness in our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on our business and the price of our common stock.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

We recently entered into that certain Investment Agreement dated as of June 9, 2017 (the “Investment Agreement”) with Sirius XM Radio Inc. (“Sirius”) under which we expect to raise approximately $480 million in exchange for the issuance of our Series A redeemable convertible preferred stock, and that certain Membership Interest Purchase Agreement dated as of June 9, 2017 (the “Ticketfly Purchase Agreement”) with Eventbrite, Inc. (“Eventbrite”) for the sale of our Ticketfly subsidiary for $150 million in cash, plus a $50 million convertible subordinated promissory note. Both transactions are subject to closing conditions that are not fully within our control, including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976. If either or both of these transactions is substantially delayed or fails to close, we would require additional capital to operate or expand our business. In addition, some of our current or future strategic initiatives may require substantial additional capital resources before they begin to generate revenue. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. For example, our current credit facility contains restrictive covenants relating to our capital raising activities and other financial and operational matters, and any debt financing secured by us in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. If we do not have funds available to enhance the Pandora service, maintain the competitiveness of our technology and pursue

business opportunities, we may not be able to service our existing listeners, acquire new listeners or attract or retain advertising customers, each of which could inhibit the implementation of our business plan and materially harm our operating results.

Failure to protect our intellectual property could substantially harm our business and operating results.

The success of our business depends, in part, on our ability to protect and enforce our trade secrets, trademarks, copyrights and patents and all of our other intellectual property rights, including our intellectual property rights underlying the Pandora service. To establish and protect those proprietary rights, we rely on a combination of patents, patent applications, trademarks, copyrights, trade secrets (including know-how), license agreements, information security procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual obligations. These afford only limited protection. Despite our efforts to protect our intellectual property rights, unauthorized parties may copy or attempt to copy aspects of our technology. Moreover, policing our intellectual property rights is difficult, costly and may not always be effective.

We have filed, and may in the future file, patent applications and from time to time we have purchased patents and patent applications from third parties. It is possible, however, that these innovations may not be protectable. In addition, given the cost, effort, risks and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek patent protection for certain innovations. However, such patent protection could later prove to be important to our business. Furthermore, there is always the possibility that our patent applications may not issue as granted patents, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable. Moreover, in certain circumstances there are additional risks, including:

present or future patents or other intellectual property rights could lapse or be invalidated, circumvented, challenged or abandoned;

our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes may be limited by our relationships with third parties;

our pending or future patent applications may not have coverage sufficient to provide the desired competitive advantage; and

our intellectual property rights may not be enforced in jurisdictions where competition may be intense or where legal protection may be weak.

We have registered "Pandora," "Music Genome Project", "Next Big Sound" and other marks as trademarks in the United States and other countries. Nevertheless, competitors may adopt service names similar to ours, or purchase confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly leading to confusion among our listeners or advertising customers. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term Pandora or our other trademarks. Any claims or customer confusion related to our trademarks could damage our reputation and brand and substantially harm our business and operating results.

We currently own the www.pandora.com internet domain name and various other domain names related to our business. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies continue to establish additional top-level domains, appoint additional domain name registrars and modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize our brand names in the United States or other countries in which we may conduct business in the future. If we lose or fail to acquire the right to use any domain name relevant to our current or future business in the United States or other countries, we may incur significant additional expense.

In order to protect our trade secrets and other confidential information, we rely in part on confidentiality agreements with our employees, consultants and third parties with whom we have relationships. These agreements may not effectively prevent disclosure of trade secrets and other confidential information and may not provide an adequate remedy in the event of misappropriation of trade secrets or any unauthorized disclosure of trade secrets and other confidential information. In addition, others may independently discover the same subject matter as that covered by our trade secrets and confidential information, and in some such cases we might not be able to assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions, and failure to obtain or maintain trade secret protection, or our competitors’ independent development

of technology similar to ours for which we are unable to rely on other forms of intellectual property protection such as patents, could adversely affect our competitive business position.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, to protect our patent rights, trademarks, trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results.

Assertions by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

Internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation or other violations of others’ intellectual property rights. Some internet, technology and media companies, including some of our competitors, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims against us. In addition, we encourage third parties to submit content for our catalog and we cannot be assured that artist representations made in connection with such submissions accurately reflect the legal rights of the submitted content. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights. In addition, various federal and state laws and regulations govern the intellectual property and related rights associated with sound recordings and musical works. Existing laws and regulations are evolving and subject to different interpretations, and various federal and state legislative or regulatory bodies may expand current or enact new laws or regulations. We cannot guarantee that we are not infringing or violating any third-party intellectual property rights.

We cannot predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business and operating results. When we are forced to defend against any infringement or misappropriation claims, we may be required to expend significant time and financial resources on the defense of such claims, even if without merit, settled out of court, or adjudicated in our favor. Furthermore, an adverse outcome of a dispute may require us to: pay damages (potentially including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s intellectual property); cease making, licensing or using products or services that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our services to avoid infringement; enter into potentially unfavorable content acquisition or license agreements in order to obtain the right to use necessary technologies, content or materials; or to indemnify our partners and other third parties. We do not carry broadly applicable patent liability insurance and lawsuits regarding patent rights, regardless of their success, can be expensive to resolve and can divert the time and attention of our management and technical personnel.

Some of our services and technologies may use "open source" software, which may restrict how we use or distribute our service or require that we release the source code of certain services subject to those licenses.

Some of our services and technologies may incorporate software licensed under so-called "open source" licenses. Such open source licenses often require that source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. Few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. We rely on multiple employee and non-employee software programmers to design our proprietary technologies, and since we may not be able to exercise complete control over the development efforts of all such programmers we cannot be certain that they have not incorporated open source software into our products and services without our knowledge, or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an open source license, we may be required to publicly release the affected portions of our source code, be forced to re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce the value of our services and technologies and materially and adversely affect our ability to sustain and grow our business.

Interruptions or delays in service arising from our own systems or from our third-party vendors could impair the delivery of our service and harm our business.

We rely on systems housed at our own premises and at those of third-party vendors, including network service providers and data center facilities, to enable listeners to stream our content in a dependable and efficient manner. We have experienced and expect to continue to experience periodic service interruptions and delays involving our own systems and those of our third-party vendors. In the event of a service outage at our main site, we maintain a backup site that can function in read-only

capacity. We do not currently maintain live fail-over capability that would allow us to instantaneously switch our streaming operations from one facility to another in the event of a service outage. In the event of an extended service outage at our main site, we do maintain and test fail-over capabilities that should allow us to switch our live streaming operations from one facility to another. Both our own facilities and those of our third-party vendors are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They also are subject to break-ins, hacking, denial of service attacks, sabotage, intentional acts of vandalism, terrorist acts, natural disasters, human error, the financial insolvency of our third-party vendors and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in our service and to unauthorized access to, or alteration of, the content and data contained on our systems and that these third-party vendors store and deliver on our behalf.

We do not exercise complete control over our third-party vendors, which makes us vulnerable to any errors, interruptions, or delays in their operations. Any disruption in the services provided by these vendors could have significant adverse impacts on our business reputation, customer relations and operating results. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

If our security systems are breached, we may face civil liability and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain listeners and advertisers.

Techniques used to gain unauthorized access to corporate data systems are constantly evolving, and we may be unable to anticipate or prevent unauthorized access to data pertaining to our listeners, including credit card and debit card information and other personally identifiable information. Like all internet services, our service, which is supported by our own systems and those of third-party vendors, is vulnerable to computer malware, Trojans, viruses, worms, break-ins, phishing attacks, denial-of-service attacks, attempts to access our servers to acquire playlists or stream music in an unauthorized manner, or other attacks on and disruptions of our and third-party vendor computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information. If an actual or perceived breach of security occurs on our systems or a vendor’s systems, we may face civil liability and reputational damage, either of which would negatively affect our ability to attract and retain listeners, which in turn would harm our efforts to attract and retain advertisers. We also would be required to expend significant resources to mitigate the breach of security and to address related matters. Unauthorized access to music or playlists would potentially create additional content acquisition cost obligations with no corresponding revenue.

We may not be able to effectively control the unauthorized actions of third parties who may have access to the listener data we collect. The integration of the Pandora service with apps provided by third parties represents a significant growth opportunity for us, but we may not be able to control such third parties’ use of listeners’ data, ensure their compliance with the terms of our privacy policies, or prevent unauthorized access to, or use or disclosure of, listener information, any of which could hinder or prevent our efforts with respect to growth opportunities.

Any failure, or perceived failure, by us to maintain the security of data relating to our listeners and employees, to comply with our posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards and contractual provisions to which we may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose listeners, artists, advertisers, revenue and employees.

We are subject to a number of risks related to credit card and debit card payments we accept.

We accept subscription payments through credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for our products, which could cause us to lose subscribers and subscription revenue, or absorb an increase in our operating expenses, either of which could harm our operating results.

If we or any of our processing vendors have problems with our billing software, or the billing software malfunctions, it could have an adverse effect on our subscriber satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our subscribers’ credit cards on a timely basis or at all, or there are issues with financial insolvency of our third-party vendors or other unanticipated problems or events, we could lose subscription revenue, which would harm our operating results.

We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply. We are currently accredited against, and in compliance with, the Payment Card Industry Data Security Standard, or PCI DSS, the payment card industry’s security standard for companies that collect, store or transmit certain data regarding credit and debit cards, credit and debit card holders and credit and debit card transactions. Currently we comply with PCI DSS version 3.2 as a Level 2 merchant. There is no guarantee that we will maintain PCI DSS compliance. Our failure to comply fully with PCI DSS in the future could violate payment card association operating rules, federal and state laws and regulations and the terms of our contracts with payment processors and merchant banks. Such failure to comply fully also could subject us to fines, penalties, damages and civil liability, and could result in the loss of our ability to accept credit and debit card payments. Further, there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss, or misuse of data pertaining to credit and debit cards, credit and debit card holders and credit and debit card transactions.

If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card-related costs, each of which could adversely affect our business, financial condition and results of operations. If we are unable to maintain our chargeback rate or refund rates at acceptable levels, credit card and debit card companies may increase our transaction fees or terminate their relationships with us. Any increases in our credit card and debit card fees could adversely affect our results of operations, particularly if we elect not to raise our rates for our service to offset the increase. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

At December 31, 2016, we had federal net operating loss carryforwards of approximately $818.5 million and tax credit carryforwards of approximately $14.8 million. At December 31, 2016, we had state net operating loss carryforwards of approximately $552.2 million and tax credit carryforwards of approximately of $21.5 million. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, ("the Code"), if a corporation undergoes an "ownership change," the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In general, an "ownership change" will occur if there is a cumulative change in our ownership by "5-percent stockholders" that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. As a result of prior equity issuances and other transactions in our stock, we have previously experienced "ownership changes" under section 382 of the Code and comparable state tax laws. We may also experience ownership changes in the future as a result of other future transactions in our stock. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards or other pre-change tax attributes to offset United States federal and state taxable income may be subject to limitations.

We could be subject to additional income tax liabilities.

We are subject to income taxes in the United States and in certain foreign jurisdictions. As we expand our operations globally, we become subject to taxation based on the applicable foreign statutory rates and our effective tax rate could fluctuate accordingly. Significant judgment is required in evaluating and estimating our worldwide provision for income taxes and accruals for these taxes. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates, by losses incurred in jurisdictions for which we are not able to realize the related tax benefit, by changes in foreign currency exchange rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are also subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income tax liabilities against us.

Our Ticketfly business may be subject to sales tax and other taxes, which we will remain liable for even if the pending transaction to sell Ticketfly is completed.

The application of indirect taxes (such as sales, use, excise, admissions, amusement, entertainment or other transaction-based taxes) to internet-based live entertainment ticketing businesses such as Ticketfly is a complex and evolving area. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the internet and ecommerce. In many cases, it is not clear how existing statutes apply to the internet or ecommerce. In addition, governments are increasingly looking for ways to increase revenues, which has resulted in discussions about tax reform and other legislative action to increase tax revenues, including through indirect taxes. Changes in these tax laws could adversely affect our business.

Ticketfly is not the seller of tickets sold on the Ticketfly platform. Instead it facilitates the transaction between our venue partners and customers. If a taxing jurisdiction were to treat Ticketfly as the seller and liable for the tax of the venue partners or customers, it could result in a material liability.

Ticketfly does not currently calculate all applicable indirect taxes on the fees charged when a customer purchases tickets on the Ticketfly platform. Some jurisdictions may interpret their law in a manner that would require Ticketfly to calculate, collect and remit the applicable indirect taxes on the entire charges. Such an interpretation could negatively impact our customers and our business.

If the pending transaction to sell Ticketfly to Eventbrite pursuant to the Ticketfly Purchase Agreement is completed, we will remain obligated to indemnify Eventbrite for any taxes, including indirect taxes, owed with respect to any period ending on or before the closing date of the sale of Ticketfly to Eventbrite (including any period prior to our acquisition of Ticketfly). As described above, such indirect taxes for which we are required to indemnify Eventbrite could be material.

The issuance of shares of our Series A redeemable convertible preferred stock to Sirius dilutes the ownership of holders of our common stock and may adversely affect the market price of our common stock.

The Sirius Investment Agreement provides that (i) 172,500 shares of Series A Preferred Stock would be issued and sold to Sirius on June 9, 2017 (the “Initial Closing”) and (ii) the remaining 307,500 shares will be issued and sold to Sirius at a future date (the “Additional Closing”), subject to the satisfaction of certain customary closing conditions.

The Initial Closing occurred on June 9, 2017, whereby Sirius paid to the Company $172.5 million in exchange for 172,500 shares of Series A redeemable convertible preferred stock. As of May 5, 2017, these shares represented approximately 6% of our outstanding common stock, on an as-converted basis. Holders of Series A redeemable convertible preferred stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears. Beginning on the Additional Closing date (or if the Sirius Investment Agreement is terminated prior to the Additional Closing, the date of such termination), the Series A redeemable convertible preferred stock is convertible at the option of the holders at any time into shares of common stock at an initial conversion price of $10.50 per share of common stock and an initial conversion rate of 95.2381 shares of common stock per share of Series A redeemable convertible preferred stock, subject to certain customary anti-dilution adjustments. Any conversion of Series A redeemable convertible preferred stock may be settled by the Company, at our option, in shares of common stock, cash or any combination thereof. However, subject to explicit stockholder approval, the Series A redeemable convertible preferred stock may not be converted into more than 19.99% of our outstanding common stock.

The conversion of the Series A redeemable convertible preferred stock to common stock would dilute the ownership interest of existing holders of our common stock. Furthermore, any sales in the public market of the common stock issuable upon conversion of the Series A redeemable convertible preferred stock could adversely affect prevailing market prices of our common stock. We granted Sirius customary registration rights in respect of their shares of Series A redeemable convertible preferred stock and any shares of common stock issued upon conversion of the Series A redeemable convertible preferred stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales by Sirius of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

The issuance of shares of our Series A redeemable convertible preferred stock to Sirius reduces the relative voting power of holders of our common stock. Sirius may also exercise influence over us, including through its ability to designate and the ability of the Series A redeemable convertible preferred stockholders to elect up to three members of our Board of Directors.

As of the Initial Closing, the terms of the Sirius Investment Agreement and of the Series A redeemable convertible preferred stock grant Sirius consent rights with respect to certain actions by us, including:

amending our organizational documents in a manner that would have an adverse effect on the Series A redeemable convertible preferred stock;

issuing any capital stock, or any options or other rights convertible into capital stock, other than those issued or granted in the ordinary course of business under ~~“Part I - Item 1A. Risk Factors”~~the terms of the Company’s employee benefit plans;

redeeming or repurchasing any shares of our outstanding capital stock (or rights to acquire our capital stock), other than pursuant to cashless exercise of stock options and certain other exceptions; and

establishing a record date for, declaring or paying any dividend on our capital stock (or making any other distributions or setting aside payment for any distributions).

With respect to voting rights, beginning on the date of the Additional Closing, Sirius, as holder of our Series A Preferred Stock, is entitled to vote, on an as-converted basis (up to a maximum of 19.99% of the common stock outstanding, unless stockholder approval has been received), together with holders of our common stock on all matters submitted to a stockholder vote. This effectively reduces the relative voting power of the holders of our common stock. The Investment Agreement also imposes a number of affirmative and negative covenants on us. As a result, upon the Additional Closing, Sirius will have the ability, through its voting power, to influence the outcome of any matter submitted for the vote of the holders of our common stock. Sirius may have interests that diverge from, or even conflict with, those of our other stockholders.

In addition, beginning on the Additional Closing date, unless Sirius and its affiliates fail to beneficially own at least 50% of the shares of Series A redeemable convertible preferred stock (or shares of common stock issued upon conversion thereof), Sirius will have the right to designate three directors to serve on our Board. A Sirius director must also be designated as Chairman of the Board. However, on the second anniversary of the Additional Closing, or upon Sirius and its affiliates beneficially owning less than 75% of the shares of Series A redeemable convertible preferred stock (or shares of common stock issued upon conversion of Series A redeemable convertible preferred stock), Sirius will have the right to designate only two directors for election to the Board. The directors designated by Sirius are entitled to serve on committees of our Board, subject to applicable law and stock exchange rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the directors designated by Sirius may differ from the interests of our security holders as a whole or of our other directors.

Our Series A redeemable convertible preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, may result in the interests of Sirius differing from those of our common stockholders and could delay or prevent an attempt to take over our Company.

Sirius, as the holder of our Series A redeemable convertible preferred stock, has the right to receive a liquidation preference entitling it to be paid out of our assets available for distribution to stockholders before any payment may be made to holders of our common stock, an amount equal to the sum of (a) $1,000 per share liquidation preference and (ii) all accrued dividends as of the date of the liquidation.

In addition, dividends on the Series A redeemable convertible preferred stock accrue and are cumulative at the rate of 6.0% per annum, payable quarterly in arrears. As long as the Series A redeemable convertible preferred stock dividends are in arrears, we may not declare any dividend or make any distributions relating to common stock or redeem any common stock, subject to certain exceptions (including redemptions pursuant to employment contracts and benefit plans).

Sirius, as the holder of our Series A Preferred Stock also has certain redemption rights or put rights, including the right to require us to repurchase all or any portion of the Series A Preferred Stock on and immediately following five years after the Additional Closing (or if the Additional Closing does not occur, five years after the Initial Closing). As holder of the Series A Preferred Stock, Sirius also has the right, subject to certain exceptions, to require us to repurchase all or any portion of the Series A Preferred Stock upon certain change of control events at the greater of (a) 100% of the liquidation preference thereof plus all accrued dividends unpaid through the fifth anniversary of the Initial Closing and (b) the consideration Sirius would have received if it had converted its shares of Series A Preferred Stock into common stock immediately prior to the change of control event (disregarding the 19.99% limit).

These dividend and share repurchase obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to Sirius, as the holder of our Series A Preferred Stock, could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. In certain circumstances, the conversion of Series A Preferred Stock may settle in common stock instead of cash and if such settlement occurs, it would be dilutive to our common stock. The preferential rights could also result in divergent interests between Sirius and holders of our common stock. Furthermore, as a sale of our Company will likely require us to repurchase Series A Preferred Stock as a change of control event, this obligation could have the effect of delaying or preventing a sale of our Company that may otherwise be beneficial to our stockholders.

If the Additional Closing does not occur, we may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

As we have adopted a strategy to invest in our operations in advance of, and to drive, future revenue growth, if the Additional Closing of the Sirius Transaction fails to occur, we may require additional capital to operate or expand our business. In addition, some of our current or future strategic initiatives, or our expansion into international markets, may require substantial additional capital resources before they begin to generate revenue. Furthermore, if the Sirius Transaction does not close and/or we fail to close the sale of Ticketfly, our cash resources would be significantly less than we have currently planned. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Any debt financing secured by us in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. If we do not have funds available to enhance our services, maintain the competitiveness of our technology and pursue business opportunities, we may not be able to service our existing listeners, acquire new listeners or attract or retain advertising customers, each of which could inhibit the implementation of our business strategy and materially harm our operating results.

We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe that our success depends on the contributions of our executive officers as well as our ability to attract and retain qualified sales, technical and other personnel. All of our employees, including our executive officers, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry and in the San Francisco Bay Area, where our headquarters is located, and in New York, and we may incur significant costs to attract them. If we are unable to attract and retain our executive officers and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed. We use stock-based and other performance-based incentive awards such as restricted stock units and cash bonuses to help attract, retain, and motivate qualified individuals. If our stock-based or other compensation programs cease to be viewed as competitive and valuable benefits, our ability to attract, retain, and motivate employees could be weakened, and our business could be harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business.

We believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork, cultivates creativity and promotes focus on execution. We have invested substantial time, energy and resources in building a highly collaborative team that works together effectively in a non-hierarchical environment designed to promote openness, honesty, mutual respect and pursuit of common goals. As we continue to develop the infrastructure of a public company and grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

The impact of worldwide economic conditions, including the effect on advertising budgets and discretionary entertainment spending behavior, may adversely affect our business and operating results.

Our financial condition is affected by worldwide economic conditions and their impact on advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and reductions in spending by advertisers could have a serious adverse impact on our business. In addition, we provide an entertainment service, and payment for our Pandora Plus subscription service may be considered discretionary on the part of some of our current and prospective subscribers or listeners who may choose to use a competing free service or to listen to Pandora without subscribing. To the extent that overall economic conditions reduce spending on discretionary activities, our ability to retain current and obtain new subscribers could be hindered, which could reduce our subscription revenue and negatively impact our business.

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as cybersecurity incidents or terrorism.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins or similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse effect on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our principal executive offices are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism could cause disruptions in our business or the economy as a whole. Our servers may also be vulnerable to computer viruses,

cybersecurity incidents and similar disruptions caused by unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential customer data. Our business interruption insurance may be insufficient to compensate us for all such losses. As we rely heavily on our servers and the internet to conduct our business and provide high quality service to our listeners, such disruptions could negatively impact our ability to run our business, resulting in a loss of existing or potential listeners and advertisers and increased maintenance costs, which would adversely affect our operating results and financial condition.

We may not have sufficient cash flow from our business to make payments on our indebtedness.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 1.75% convertible senior notes due 2020 (the "Notes"), depends on our performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. See Note 8, "Debt Instruments." If one or more holders elect to convert their Notes, we may elect to satisfy our conversion obligation in whole or in part through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.

Accounting Standards Codification Subtopic 470-20 (ASC 470-20), Debt with Conversion and Other Options, requires an entity to separately account for the liability and equity components of convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component of the Notes is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the Notes. As a result, we will be required to recognize a greater amount of non-cash interest expense current and future periods presented as a result of the amortization of the discounted carrying value of the Notes to their principal amount over the term of the Notes. We will report lower net income (or greater net losses) in our consolidated financial results because ASC 470-20 will require interest to include both the current period’s amortization of the original issue discount and the instrument’s coupon interest, which could adversely affect our reported or future consolidated financial results, the trading price of our common stock and the trading price of the Notes.

In addition, under certain circumstances, in calculating earnings per share, convertible debt instruments (such as the Notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares of common stock issuable upon conversion of the Notes, if any, are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Notes exceeds their principal amount. Under the treasury stock method, diluted earnings per share is calculated as if the number of shares of common stock that would be necessary to settle such excess, if we were to elect to settle such excess in shares, were issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes (if any) then, to the extent we generate positive net income, our diluted consolidated earnings per share would be adversely affected.

Risks Related to Owning Our Common Stock

Our stock price has been and will likely continue to be volatile, and the value of an investment in our common stock may decline.

The trading price of our common stock has been and is likely to continue to be volatile. In addition to the risk factors described in this section, and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~

~~Item 5. Other Information~~2016, additional factors that may cause the price of our common stock to fluctuate include, but are not limited to:

~~On April 21, 2016,~~our actual or anticipated operating performance and the ~~Board~~operating performance of ~~Directors~~similar companies in the internet, radio or digital media spaces;

our ability to grow active users and listener hours;

competitive conditions and developments;

our actual or anticipated achievement of financial and non-financial key operating metrics;

general economic conditions and their impact on advertising spending;

the overall performance of the ~~Company (the “Board”) conditionally approved~~equity markets;

threatened or actual litigation or regulatory proceedings, including the current Phonorecords III rate proceedings in the CRB;

changes in laws or regulations relating to our service;

any major change in our board of directors or management;

publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and

sales or expected sales of shares of our common stock by us, and our officers, directors and significant stockholders.

In addition, the stock market has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of affected companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

If securities or industry analysts cease publishing research about our business, publish inaccurate or unfavorable research about our business, or make projections that exceed our actual results, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. Furthermore, such analysts publish their own projections regarding our actual results. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if we fail to meet securities and industry analysts’ projections.

Our charter documents, Delaware law and certain terms of our music licensing arrangements could discourage takeover attempts and lead to management entrenchment.

Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of the Company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors (although the board of directors has recommended that the stockholders approve an amendment to the Company’s Amended and Restated ~~Bylaws (the “Bylaw Amendment”) to require all directors and officers~~Certificate of the Company to comply with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission. The Board also authorized the officers of the Company to cause the Bylaw Amendment to become effective contingent upon the approval of the Charter Amendment by the Company’s stockholdersIncorporation at the ~~2016~~2017 annual meeting of ~~stockholders.~~stockholders to eliminate the classification of the board of directors);

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

Asthe ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

the requirement for the affirmative vote of holders of at least 66 2⁄3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our certificate of incorporation relating to the issuance of preferred stock and management of our business or our bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate an unsolicited takeover attempt; and

advance notice procedures with ~~the previously disclosed amendment~~which stockholders must comply to nominate candidates to our ~~Amended and Restated Certificate~~board of ~~Incorporation (the “Charter Amendment”),~~directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the ~~Bylaw Amendment was conditionally approved in order~~acquiror’s own slate of directors or otherwise attempting to ~~comply with the conditions imposed by the Federal Communications Commission in the Declaratory Ruling issued on May 1, 2015 in connection with our acquisition~~obtain control of us.

Section 203 of the ~~license to operate the FM radio station KXMZ.~~Delaware General Corporation Law governs us. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

~~The Company’s officers caused~~In addition, if we are acquired, certain terms of our music licensing arrangements, including favorable rates for content acquisition costs that currently apply to us, may not be available to an acquiror. These terms may discourage a potential acquiror from making an offer to buy us or may reduce the ~~Bylaw Amendment~~price such a party may be willing to ~~be executed and effective July 21, 2016.~~

The foregoing summary of the Bylaw Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Bylaw Amendment, which is filed as Exhibit 3.04 hereto and incorporated by reference herein.offer.

Item 6. Exhibits

Incorporated by Reference
Exhibit
No.
Exhibit Description Form File No. Exhibit
Filing
Date
Filed By
Filed
Herewith
3.01
Amended and Restated Certificate of Incorporation S-1/A 333-172215 3.1 4/4/2011
3.02
Certificate of Amendment to the Amended and Restated Certificate of Incorporation X
3.03
Amended and Restated Bylaws S-1/A 333-172215 3.2 4/4/2011
3.04
Certificate of Amendment to the Amended and Restated Bylaws X
10.01†
Form of Performance Award Agreement under the 2011 Equity Incentive Plan X
31.01
Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
31.02
Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
32.01
Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
101. INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101. SCH
XBRL Taxonomy Schema Linkbase Document X
101.CAL
XBRL Taxonomy Calculation Linkbase Document X
101. DEF
XBRL Taxonomy Definition Linkbase Document X
101.LAB
XBRL Taxonomy Labels Linkbase Document X
101.PRE
XBRL Taxonomy Presentation Linkbase Document X



		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed By	Filed Herewith
3.01	Amended and Restated Certificate of Incorporation	S-1/A	333-172215	3.1	4/4/2011
3.02	Certificate of Amendment to the Amended and Restated Certificate of Incorporation	10-Q	001-35198	3.02	7/26/2016
3.03	Amended and Restated Bylaws	S-1/A	333-172215	3.2	4/4/2011
3.04	Certificate of Amendment to the Amended and Restated Bylaws	10-Q	001-35198	3.04	7/26/2016
3.05	Certificate of Amendment to the Amended and Restated Bylaws	8-K	001-35198	3.1	3/2/2017
3.06	Certificate of Amendment to the Amended and Restated Bylaws	8-K	001-35198	3.1	3/16/2017
3.07	Certificate of Amendment to the Amended and Restated Bylaws	8-K	001-35198	3.1	3/30/2017
3.08	Certificate of Amendment to the Amended and Restated Bylaws	8-K	001-35198	3.1	4/14/2017
3.09	Certificate of Amendment to the Amended and Restated Bylaws	8-K	001-35198	3.1	4/27/2017
3.10	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock	8-K	001-35198	3.1	6/14/2017
10.01	Investment Agreement dated as of May 8, 2017, by and among Pandora Media, Inc., KKR Classic Investors LLC and the other purchasers listed on the signature pages thereto	8-K	001-35198	10.1	5/12/2017
10.02	First Amendment to Investment Agreement, dated as of June 8, 2017, by and between Pandora Media, Inc. and KKR Classic Investors L.P.	8-K	001-35198	10.1	6/14/2017
10.03	Notice of Termination, dated as of June 9, 2017	8-K	001-35198	10.2	6/14/2017
10.04	Investment Agreement, dated as of June 9, 2017, by and between Pandora Media, Inc. and Sirius XM Radio Inc.	8-K	001-35198	10.3	6/14/2017
10.05	Registration Rights Agreement, dated as of June 9, 2017, by and between Pandora Media, Inc. and Sirius XM Radio Inc.	8-K	001-35198	10.4	6/14/2017
10.06	Membership Interest Purchase Agreement, dated as of June 9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC	8-K	001-35198	10.5	6/14/2017

10.07†

Amended and Restated Executive Severance and Change of Control Policy

31.01

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101. INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101. SCH

XBRL Taxonomy Schema Linkbase Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101. DEF

XBRL Taxonomy Definition Linkbase Document

101.LAB

XBRL Taxonomy Labels Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished on a supplemental basis to the Securities and Exchange Commission upon request; provided, however that we may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

~~† Indicates management contract or compensatory plan.~~


†	Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Pandora Media, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	PANDORA MEDIA, INC.

Date: July ~~26, 2016~~31, 2017	By:	/s/ ~~Michael S. Herring~~Naveen Chopra
		~~Michael S. Herring~~Naveen Chopra
		~~President~~Interim Chief Executive Officer and Chief Financial Officer
		(Duly Authorized Officer and Principal ~~Financial~~Executive and ~~Accounting~~Financial Officer)

4373



	Goodwill
	(in thousands)
Balance as of December 31, 2015	$	303,875
Goodwill resulting from business combination and purchase price adjustments	2,840
Balance as of June 30, 2016	$	306,715



	As of June 30, 2016
	(in thousands)
Remainder of 2016	$	10,276
2017	20,118
2018	17,654
2019	17,129
2020	15,896
Thereafter	19,439
Total future amortization expense	$	100,512