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(8)听听听Commitments and Contingencies

Guarantees

In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.

Sirius XM Holdings Restructuring

During 2023, Sirius XM Holdings initiated measures to pursue greater efficiency and to realign its business and focus on strategic priorities. 听As part of these measures, Sirius XM Holdings reduced the size of its workforce by approximately 475 roles, or 8%, and recorded charges of $4 million and $31 million during the three and nine months ended September 30, 2023, respectively, primarily related to severance and other related costs. Sirius XM Holdings also recorded impairments of $15 million during the nine months ended September 30, 2023, primarily related to terminated software projects. In addition, Sirius XM Holdings vacated one of its leased locations and recorded an impairment of $5 million to reduce the carrying value of the related right of use asset to its estimated fair value and accrued expenses of $2 million for which it will not recognize any future economic benefits during the nine months ended September 30, 2023. These charges were recorded to impairment, restructuring and acquisition costs, net of recoveries in the condensed consolidated statements of operations.

During the three months ended September 30, 2022, Sirius XM Holdings evaluated its office space needs and, as a result of such analysis, vacated certain office spaces. Sirius XM Holdings assessed the recoverability of the carrying value

of the operating lease right of use assets related to these locations. Sirius XM Holdings determined that the carrying values of the assets were not recoverable, and recorded an impairment of $16 million to reduce the carrying value of the assets to their fair values. Sirius XM Holdings also wrote off $4 million of property and equipment located at the impaired office spaces. Separately, Sirius XM Holdings performed an analysis surrounding initiatives that it is no longer pursuing and recorded an impairment of $43 million associated with terminated software projects and an impairment of $5 million related to severance. The total charge of $68 million was recorded to impairment, restructuring and acquisition costs, net of recoveries in the condensed consolidated statements of operations during the three and nine months ended September 30, 2022.

Litigation

The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

Pre-1972 Sound Recording Litigation. 听On October 2, 2014, Flo & Eddie Inc. filed a class action suit against Pandora in the federal district court for the Central District of California. The complaint alleges a violation of California Civil Code Section 980, unfair competition, misappropriation and conversion in connection with the public performance of sound recordings recorded prior to February 15, 1972 (鈥減re-1972 recordings鈥�). On December 19, 2014, Pandora filed a motion to strike the complaint pursuant to California鈥檚 Anti-Strategic Lawsuit Against Public Participation (鈥渁nti-SLAPP鈥�) statute, which following denial of Pandora鈥檚 motion was appealed to the Ninth Circuit Court of Appeals. In March 2017, the听Ninth Circuit requested certification to the California Supreme Court on the substantive legal questions. The California Supreme Court accepted certification. In May 2019, the California Supreme Court issued an order dismissing consideration of the certified questions on the basis that, following the enactment of the Orrin G. Hatch-Bob Goodlatte Music Modernization Act, Pub. L. No. 115-264, 132 Stat. 3676 (2018) (the 鈥淢MA鈥�), resolution of the questions posed by the Ninth Circuit Court of Appeals was no longer 鈥渘ecessary to . . . settle an important question of law.鈥�

The MMA grants a potential federal preemption defense to the claims asserted in the aforementioned lawsuits. In July 2019, Pandora took steps to avail itself of this preemption defense, including making the required payments under the MMA for certain of its uses of pre-1972 recordings. Based on the federal preemption contained in the MMA (along with other considerations), Pandora asked the Ninth Circuit to order the dismissal of the Flo & Eddie, Inc. v. Pandora Media, Inc. case. On October 17, 2019, the Ninth Circuit Court of Appeals issued a memorandum disposition concluding that the question of whether the MMA preempts Flo and Eddie's claims challenging Pandora's performance of pre-1972 recordings "depends on various unanswered factual questions" and remanded the case to the District Court for further proceedings.

In October 2020, the District Court denied Pandora鈥檚 renewed motion to dismiss the case under California鈥檚 anti-SLAPP statute, finding the case no longer qualified for anti-SLAPP due to intervening changes in the law, and denied Pandora鈥檚 renewed attempt to end the case. 听Alternatively, the District Court ruled that the preemption defense likely did not apply to Flo & Eddie鈥檚 claims, in part because the District Court believed that the MMA did not apply retroactively. 听Pandora promptly appealed the District Court鈥檚 decision to the Ninth Circuit, and moved to stay appellate briefing pending the appeal of a related case against SiriusXM. 听On January 13, 2021, the Ninth Circuit issued an order granting the stay of appellate proceedings pending the resolution of a related case against SiriusXM.

On August 23, 2021, the United States Court of Appeals for the Ninth Circuit issued an Opinion in a related case, Flo & Eddie Inc. v. Sirius XM Radio Inc. The related case also concerned a class action suit brought by Flo & Eddie Inc. regarding the public performance of pre-1972 recordings under California law. Relying on California鈥檚 copyright statute,

Flo & Eddie argued that California law gave it the 鈥渆xclusive ownership鈥� of its pre-1972 songs, including the right of public performance. The Ninth Circuit reversed the District Court鈥檚 grant of partial summary judgment to Flo & Eddie Inc. The Ninth Circuit held that the District Court in this related case erred in concluding that 鈥渆xclusive ownership鈥� under California鈥檚 copyright statute included the right of public performance. The Ninth Circuit remanded the case for entry of judgment consistent with the terms of the parties鈥� contingent settlement agreement, and on October 6, 2021, the parties to the related case stipulated to its dismissal with prejudice. The Flo & Eddie Inc. v. Sirius XM Radio Inc. decision is precedential in the Ninth Circuit, and therefore Sirius XM Holdings believes substantially narrows the claims that Flo & Eddie may continue to assert against Pandora.

Following issuance of the Flo & Eddie Inc. v. Sirius XM Radio Inc. opinion, on September 3, 2021, the Ninth Circuit lifted the stay of appellate proceedings in Flo & Eddie, Inc. v. Pandora Media, LLC. Pandora promptly filed an appeal of the District Court鈥檚 order denying the renewed motion to dismiss the case under California鈥檚 anti-SLAAP statute.

On June 2, 2022, the Ninth Circuit upheld the District Court鈥檚 order denying dismissal of the case under California鈥檚 anti-SLAPP statute, finding that Pandora had failed to demonstrate that Flo & Eddie鈥檚 claims arise from Pandora鈥檚 protected conduct. As part of the decision, the Ninth Circuit noted that Pandora had forcefully argued that the Court鈥檚 decision in Flo & Eddie Inc. v. Sirius XM Radio Inc., and other decisions under New York, Florida and Georgia law, foreclosed Flo & Eddie鈥檚 claims as a matter of law. Because the case has been pending for over seven years, the Ninth Circuit remanded the case to the District Court and directed 鈥渢he district court to consider expedited motions practice on the legal validity of Flo & Eddie鈥檚 claims in light of the intervening precedent.鈥�

On September 29, 2022, Flo & Eddie filed an Amended Complaint, and on October 13, 2022, Pandora filed an Answer to the Amended Complaint. In accordance with the directive of the Ninth Circuit, in November 2022, Pandora filed a Motion for Summary Judgment in this action. Following oral argument, on July 25, 2023, the Court granted Pandora鈥檚 Motion for Summary Judgment, and by order closed this action. The time for Flo & Eddie to file an appeal of the order granting Summary Judgment in favor of Pandora has not expired.

U.S. Music Royalty Fee Actions and Mass Arbitrations. 听A number of class actions and mass arbitrations have commenced against Sirius XM Holdings relating to its pricing, billing and subscription marketing practices. Although each class action and mass arbitration contains unique allegations; in general, the actions and arbitrations allege that Sirius XM Holdings falsely advertised its music subscription plans at lower prices than it actually charges, that Sirius XM Holdings allegedly did not disclose its 鈥淯.S. Music Royalty Fee鈥� and that Sirius XM Holdings has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws. 听

The plaintiffs and claimants seek to enjoin Sirius XM Holdings from advertising its music subscription plans without including the amount of the U.S. Music Royalty Fee. The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

To date, the actions and arbitrations filed against Sirius XM Holdings include:

In addition, Sirius XM Holdings has been served with notices of claims by law firms claiming to represent approximately 11,000 claimants. The notices purport to state a variety of claims, including that: Sirius XM Holdings does not adequately disclose to customers the total cost of its subscriptions; Sirius XM Holdings does not describe the type or amount of the fees imposed on customers; Sirius XM Holdings enrolls customers in automatic bill payments without having knowledge of the U.S. Music Royalty Fee; Sirius XM Holdings fails to provide consumers with an easy way to cancel their subscriptions; in the case of trial subscriptions, Sirius XM Holdings requires customers to preauthorize automatic deductions from their accounts, while hiding the fact that customers agree to automatically pay recurring charges at higher rates when the promotional period ends; and Sirius XM Holdings engages in other deceptive consumer practices. 听The notices assert potential causes of action under the Electronic Funds Transfer Act, various state consumer protection and false advertising laws, and other unspecified state and federal laws. Sirius XM Holdings expects the claimants may also pursue individual arbitrations before the American Arbitration Association pursuant to the terms and conditions of its Customer Agreement.

Sirius XM Holdings believes it has substantial defenses to the claims asserted in these actions and arbitrations, and intends to defend these actions vigorously.