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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Pandora Media,€Inc.
We have audited the accompanying consolidated balance sheets of Pandora Media,€Inc. as of December€31, 2014 and
2015, and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the
eleven month period ended December€31, 2013 and the twelve month periods ended December€31, 2014 and 2015. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Pandora Media,€Inc. at December€31, 2014 and 2015, and the consolidated results of its operations and its
cash flows for the eleven month period ended December€31, 2013 and the twelve month periods ended December€31, 2014 and
2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Pandora Media,€Inc.'s internal control over financial reporting as of December€31, 2015, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated February€18, 2016 expressed an unqualified opinion thereon.
/s/ Ernst€& Young€LLP
San Francisco, California
February 18, 2016
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