8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 15, 2011

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24525	36-4159663
(State or other jurisdiction	(Commission File Number)	(IRS employer
of incorporation)		Identification No.)

3280 Peachtree Road, N.W., Suite 2300, Atlanta GA	30305
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 8.01— Other Events.

     As previously reported, on August 1, 2011, Cumulus Media Inc. (the “Company”) completed the purchase of the remaining 75.0% of the equity interests of Cumulus Media Partners, LLC (“CMP”) that the Company did not already own. In addition, also as previously reported, on March 9, 2011, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with, among others, Citadel Broadcasting Corporation (“Citadel”), pursuant to which the Company agreed to acquire all of the outstanding common stock and warrants of Citadel at a price equal to $37.00 per share, payable in a combination of cash and shares of the Company’s common stock (the “Citadel Acquisition”).

     In connection with its entry into the Merger Agreement, the Company entered into, and subsequently amended and restated, an investment agreement with certain investors (the “Investment Agreement”) pursuant to which such investors agreed to purchase up to an aggregate of $500.0 million in shares of the Company’s common stock, preferred stock or warrants to purchase common stock. On August 12, 2011, in order to satisfy its registration obligations under the Investment Agreement, the Company filed a registration statement (the “Registration Statement”) on Form S-3 (File No. 333-176294) with the Securities and Exchange Commission (the “SEC”).

     This current report on Form 8-K (this “Report”) is being filed to, among other things, update certain of the financial information included in, or incorporated by reference into, the Registration Statement. Specifically, the following financial information is hereby incorporated by reference into this Report:

     (1) the unaudited consolidated condensed financial statements of Citadel as of June 30, 2011 (Successor) and December 31, 2010 (Successor) and for the three and six months ended June 30, 2011 (Successor) and 2010 (Predecessor and Successor) contained in Citadel’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-31740), filed with the SEC on August 15, 2011;

     (2) the unaudited condensed consolidated financial statements of CMP as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010, included as Exhibit 99.1 to this Report; and

     (3) the unaudited selected pro forma condensed consolidated financial information as of June 30, 2011 and for the six months ended June 30, 2011 and the year ended December 31, 2010, included as Exhibit 99.2 to this Report.

     This Report, including the information contained in the exhibits incorporated by reference herein, contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are statements other than historical fact, and include statements relating to, among other things, recently completed and pending acquisitions, including the timing of the completion thereof, and the Company’s financial condition and results of operations after giving effect thereto. All such expectations are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are described from time to time in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2010 and its Form 8-K filed on April 25, 2011. The Company assumes no responsibility to update the forward-looking statements contained in this Form 8-K as a result of new information, future events or otherwise.

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Item 9.01— Financial Statements and Exhibits.

     (d) Exhibits. The following exhibits are filed with this report:

Exhibit No.		Description
	99.1	The unaudited condensed consolidated financial statements of CMP as of June 30, 2011 and December 31, 2010, and for the three and six months ended June 30, 2011 and June 30, 2010.
	99.2	The unaudited selected pro forma condensed consolidated financial information as of June 30, 2011 and for the three and six months ended June 30, 2011 and the year ended December 31, 2010.
	99.3	The unaudited consolidated condensed financial statements of Citadel as of June 30, 2011 (Successor) and December 31, 2010 (Successor) and for the three and six months ended June 30, 2011 (Successor) and 2010 (Predecessor and Successor) contained in Citadel’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-31740), filed with the SEC on August 15, 2011 and incorporated by reference herein.

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SIGNATURES

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

CUMULUS MEDIA INC.
By:	/s/ J.P. Hannan
	Name:	J.P. Hannan
	Title:	Senior Vice President, Treasurer and Chief Financial Officer

Date: September 15, 2011

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	The unaudited condensed consolidated financial statements of CMP as of June 30, 2011 and December 31, 2010, and for the three and six months ended June 30, 2011 and June 30, 2010.
	99.2	The unaudited selected pro forma condensed consolidated financial information as of June 30, 2011 and for the three and six months ended June 30, 2011 and the year ended December 31, 2010.

EX-99.1

EXHIBIT 99.1

CUMULUS MEDIA PARTNERS, LLC

Financial Statements
As of June 30, 2011 and December 31, 2010 and
For Each of the Three and Six Months
Ended June 30, 2011 and 2010

CUMULUS MEDIA PARTNERS, LLC
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and June 30, 2010	2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and June 30, 2010	3
Notes to Unaudited Condensed Consolidated Financial Statements	4

CUMULUS MEDIA PARTNERS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

	June 30,			December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	16,133		$	21,953
Restricted cash		600			601
Accounts receivable, less allowance for doubtful accounts of $400 and $449 in 2011 and 2010, respectively		37,297			35,846
Prepaid expenses and other current assets		6,390			7,002
Deferred tax asset		—			807
Total current assets		60,420			66,209
Property and equipment, net		22,765			26,538
Intangible assets, net		242,919			243,144
Goodwill		79,700			79,700
Deferred financing costs, net (including accumulated amortization of $13,976 and $12,709 in 2011 and 2010, respectively)		3,935			5,202
Other assets		324			—
Long-term investment		4,000			4,000
Total assets	$	414,063		$	424,793
Liabilities and Members’ Deficit
Current liabilities:
Accounts payable	$	1,202		$	130
Accrued interest		10,431			7,363
Accrued state income taxes		52			1,118
Derivative instrument		—			3,252
Current portion of long-term debt		93,228			109,786
Other current liabilities		12,233			12,355
Total current liabilities		117,146			134,004
Long-term debt		612,234			615,734
Other liabilities		7,536			8,476
Deferred income taxes		85,839			83,620
Total liabilities		822,755			841,834
Members’ deficit
Additional paid-in capital		310,850			310,850
Accumulated deficit		(787,019	)		(795,368	)
Total Cumulus Media Partners, LLC members’ deficit		(476,168	)		(484,518	)
Non-controlling interest		67,477			67,477
Total members’ deficit		(408,692	)		(417,041	)
Total liabilities and members’ deficit	$	414,063		$	424,793

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA PARTNERS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net revenues	$	48,864		$	52,706		$	88,007		$	90,624
Operating expenses:
Station operating expenses (excluding depreciation and amortization and including local marketing agreement (“LMA”) fees)		26,285			27,091			50,042			49,828
Depreciation and amortization		1,782			2,138			3,899			4,272
Corporate general and administrative expenses		2,788			2,141			5,269			3,912
Loss on disposals of assets or stations		11			3			5			3
Total operating expenses		30,866			31,373			59,215			58,015
Operating income		17,998			21,333			28,792			32,609
Non-operating expense:
Interest expense, net		(5,945	)		(6,867	)		(12,165	)		(14,617	)
Income before income taxes		12,053			14,466			16,627			17,992
Income tax expense		(5,800	)		(6,138	)		(8,279	)		(8,251	)
Net income	$	6,253		$	8,328		$	8,348		$	9,741

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA PARTNERS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

	Six Months Ended June 30,
	2011			2010
Cash flows from operating activities:
Net income	$	8,349		$	9,741
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,899			4,272
Amortization of debt issuance costs		1,268			1,311
Provision for doubtful accounts		(8	)		191
Loss on disposals of assets or stations		4			3
Fair value adjustment of derivative instruments		(3,252	)		(1,637	)
Deferred income taxes		3,026			8,086
Changes in assets and liabilities:
Restricted cash		—			57
Accounts receivable		(1,443	)		(4,253	)
Prepaid expenses and other current assets		612			(11	)
Other assets		103			—
Accounts payable and accrued expenses		2,953			(6,372	)
Other liabilities		(941	)		(849	)
Net cash provided by operating activities		14,570			10,539
Cash flows from investing activities:
Capital expenditures		(324	)		(436	)
Purchase of intangible assets		(8	)		—
Net cash used in investing activities		(332	)		(436	)
Cash flows from financing activities:
Repayments of borrowings from bank credit facilities		(20,058	)		(45,549	)
Net cash used in financing activities		(20,058	)		(45,549	)
Decrease in cash and cash equivalents		(5,820	)		(35,446	)
Cash and cash equivalents at beginning of period		21,953			80,223
Cash and cash equivalents at end of period	$	16,133		$	44,777
Supplemental disclosures of cash flow information:
Interest paid	$	11,081		$	12,338
Income taxes paid		6,871			2,029
Trade revenue		1,809			2,252
Trade expense		1,824			2,214

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA PARTNERS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Interim Financial Data and Basis of Presentation:

Description of Business

Cumulus Media Partners, LLC and subsidiaries (“CMP” or the “Company”) is a radio broadcasting company organized in the state of Delaware, focused on operating and developing commercial radio stations in the top 50 radio markets in the United States. At June 30, 2011, the Company held its radio broadcasting assets through two indirect wholly-owned subsidiaries, CMP Susquehanna Corp. (“CMPSC”) and CMP KC, LLC (“KC LLC”), both of which it owns indirectly through its direct wholly-owned subsidiary CMP Susquehanna Holdings Corp. (“Holdings”). See Note 12.

Interim Financial Data

     The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of CMP and accompanying notes included in CMP’s audited financial statements for the year ended December 31, 2010. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of CMP’s management, all adjustments necessary for a fair statement of results of the interim periods have been made and such adjustments were of a normal and recurring nature. The results of operations and cash flows for the three and six months ended June 30, 2011 are not necessarily indicative of the results of operations or cash flows that can be expected for any other interim period or for the fiscal year ending December 31, 2011.

     The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, intangible assets, derivative financial instruments, income taxes, and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

     ASU 2010-28. In December 2010, the Financial Accounting Standards Board (“FASB”) provided additional guidance for performing Step 1 of the test for goodwill impairment when an entity has reporting units with zero or negative carrying values. This Accounting Standards Update (“ASU”) updates Accounting Standards Codification (“ASC”) 350, Intangibles — Goodwill and Other, to amend the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The Company adopted this guidance effective on January 1, 2011. The update did not have a material impact on the Company’s consolidated financial statements.

     ASU 2010-29. In December 2010, the FASB issued clarification of the accounting guidance related to disclosure of pro forma information for business combinations that occur in the current reporting period. The guidance requires companies to present pro forma information in their comparative financial statements as if the acquisition date for any business combination taking place in the current reporting period had occurred at the beginning of the prior year reporting period. The Company adopted this guidance effective January 1, 2011. The guidance did not have a material impact on the Company’s financial statements.

     ASU 2011-04. In May 2011, the FASB issued an amendment to existing guidance relating to measuring fair value. The amendment clarifies the FASB’s intent about the application of existing fair value measurement requirements and expands the required disclosures for fair value measurements. Expanded disclosures are required for fair value measurements categorized within Level 3 of the fair value hierarchy. Additional disclosures are also required for nonfinancial assets that differ from the asset’s highest and best use when measured at fair value or when its fair value is measured on the basis of its highest and best use as well as the categorization by level of the fair value hierarchy for items that are not measured at fair value but for which the fair value is required to be disclosed. The amendments are effective for

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interim and annual periods beginning after December 15, 2011 and are not expected to have a material impact on the Company’s financial statements.

2. Acquisition of CMP by Cumulus Media Inc.

     On August 1, 2011, Cumulus Media Inc. (“Cumulus”) completed its previously announced acquisition of the 75.0% of the equity interests of CMP that it did not own. For additional information about this acquisition, see Note 12.

3. Derivative Financial Instruments

     CMPSC entered into an interest rate swap agreement on June 12, 2008 (the “2008 Swap”). The 2008 Swap became effective as of June 12, 2008 and expired on June 12, 2011. The 2008 Swap changed the variable-rate cash flow exposure on $200.0 million of CMPSC’s long-term bank borrowings to fixed-rate cash flows. Under the 2008 Swap, CMPSC received LIBOR-based variable interest rate payments and made fixed interest rate payments, thereby creating fixed-rate, long-term debt. The 2008 Swap was not accounted for as a cash flow hedge instrument. Accordingly, the changes in its fair value are reflected within interest expense in the statement of operations.

     The fair value of the 2008 Swap was determined using observable market based inputs (a Level 2 fair value measurement). The fair value represented an estimate of the net amount that CMP would receive if the 2008 Swap was transferred to another party or canceled as of the date of the valuation. During the three and six months ended June 30, 2011 and 2010, the Company charged $1.6 million and $3.3 million, and $1.7 million and $3.3 million, respectively, to interest income within interest expense, net in the statement of operations related to yield adjustment payments on the 2008 Swap.

     The location and fair value amounts of derivatives in the condensed consolidated balance sheets are shown in the following table:

Information on the Location and Amount of the Derivative Fair Value in the
Condensed Consolidated Balance Sheets (Dollars in thousands)

		Fair Value at
		June 30,		December 31,
	Balance Sheet Location	2011		2010
Derivative not designated as hedging instrument:
2008 Swap	Other current liabilities	$	—	$	3,252
	Total	$	—	$	3,252

     The location and effect of the derivative in the condensed consolidated statements of operations is shown in the following table:

Information on the Location and Amount of the Derivative Fair Value in the
Condensed Consolidated Statements of Operations (Dollars in thousands)

		Amount of Income Recognized on the Derivative
Derivative		for the Three Months Ended				for the Six Months Ended
Instrument	Statement of Operations Location	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
2008 Swap	Interest expense, net	$	1,666	$	1,387	$	3,252	$	1,637
	Total	$	1,666	$	1,387	$	3,252	$	1,637

4. Fair Value Measurements

     The three levels of the fair value hierarchy to be applied to financial instruments when determining fair value are described below:

     Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;

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     Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

     Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

     A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial assets and liabilities are measured at fair value on a recurring basis.

     The carrying values of receivables, payables, and accrued expenses approximate fair value due to the short maturity of these instruments.

     The following table shows the gross amount and fair value of the term loan facilities and revolving credit facilities that constitute the senior secured credit facilities of each of CMPSC and KC LLC (see Note 5, “Long-Term Debt”):

	June 30, 2011				December 31, 2010
	CMPSC		KC LLC		CMPSC		KC LLC
Term loan:
Carrying value	$	593,073	$	69,228	$	613,131	$	69,228
Fair value	$	585,682	$	8,654	$	576,077	$	8,654
Revolving credit facility:
Carrying value	$	—	$	17,000	$	—	$	17,000
Fair value (1)	$	—	$	2,131	$	—	$	2,131

(1) The KC LLC revolving credit facility was not actively traded during the three or six months ended June 30, 2011 or 2010.

     The fair values of the term loan facilities and revolving credit facilities are estimated using a discounted cash flow analysis, based on the marginal borrowing rates.

     To estimate the fair values of the term loan facilities, the Company used quoted trading prices and an industry standard cash valuation model, which utilizes a discounted cash flow approach. The significant inputs for the valuation model include the following:

• discounted cash flow rate of 3.7%;

• interest rate of 2.2%; and

• credit spread of 2.7%.

     The use of different analyses, estimates, data points or methodologies could result in materially different values.

5. Long-Term Debt

     Each of CMPSC and KC LLC have entered into various separate senior secured credit facilities, pursuant to which each entity, and its respective subsidiaries, have certain rights and obligations. Neither CMPSC nor KC LLC, nor any of their respective subsidiaries, have any rights or obligations pursuant to the other’s senior secured credit facilities.

     CMP’s long-term debt consisted of the following at June 30, 2011 and December 31, 2010 (dollars in thousands):

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	June 30, 2011			December 31, 2010
Term loan facilities	$	662,301		$	682,359
Revolving credit facilities		17,000			17,000
9.875% senior subordinated notes		12,130			12,130
Variable rate senior subordinated secured second lien notes		14,031			14,031
Total debt		705,462			725,520
Less: Current portion of long-term debt		(93,228	)		(109,786	)
Long-term portion of debt	$	612,234		$	615,734

CMPSC

Credit Facilities and Senior Notes

     In May 2006, CMPSC entered into a $700.0 million term loan facility and a $100.0 million revolving credit facility, which together comprise the “CMPSC Credit Facilities,” and issued $250.0 million in 9.875% senior subordinated notes due 2014 (the “9.875% Notes”), as described below. At the closing of these transactions, CMPSC drew on only the $700.0 million term loan, plus $3.3 million in letters of credit to cover pre-existing workers’ compensation claims, reducing availability on the revolving credit facility to $96.7 million. CMPSC is charged a commitment fee of 0.5% on the unused portion of the revolving credit facility. As of June 30, 2011, CMPSC had approximately $95.4 million of availability under its revolving credit facility.

     Obligations under the credit agreement governing the CMPSC Credit Facilities (the “CMPSC Credit Agreement”) are collateralized on a first-priority lien basis by substantially all of CMPSC’s assets in which a security interest may lawfully be granted (including Federal Communications Commission (“FCC”) licenses held by its subsidiaries) including, without limitation, intellectual property and all of the capital stock of CMPSC’s direct and indirect subsidiaries. In addition, obligations under the CMPSC Credit Facilities are guaranteed by CMPSC’s subsidiaries.

     The term loan has a repayment schedule that has required quarterly principal payments of 0.25% of the original loan since September 30, 2006. Any unpaid balance on the revolving credit facility is due in May 2012 and the term loan is due in May 2013.

     The representations, covenants and events of default in the CMPSC Credit Agreement are customary for financing transactions of this nature. Events of default in the CMPSC Credit Agreement include, among others, (i) the failure to pay when due the obligations owing under the CMPSC Credit Facilities; (ii) the failure to comply with (and not timely remedy, if applicable) certain covenants; (iii) certain cross defaults and cross accelerations; (iv) the occurrence of bankruptcy or insolvency events; (v) certain judgments against CMPSC or any of its subsidiaries; (vi) the loss, revocation or suspension of, or any material impairment in the ability to use any of CMPSC’s material FCC licenses; (vii) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; (viii) the occurrence of a Change in Control (as defined in the CMPSC Credit Agreement); and (ix) violation of certain financial covenants. Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all outstanding loans and exercise any of their rights under the CMPSC Credit Agreement and the ancillary loan documents as a secured party.

     As mentioned above, the CMPSC Credit Agreement contains certain customary financial covenants including:

• a maximum total leverage ratio;

• a minimum interest coverage ratio; and

• a limit on annual capital expenditures.

     The maximum total leverage ratio in the CMPSC Credit Agreement becomes more restrictive over the remaining term of the CMPSC Credit Agreement.

     As of June 30, 2011, CMPSC was in compliance with all of its required covenants.

     In accordance with the terms of the CMPSC Credit Agreement an excess cash flow payment of $16.6 million was made in the first quarter of 2011.

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2008 Swap

     On June 12, 2008, CMP entered into the 2008 Swap, which effectively fixed the interest rate, based on LIBOR, on $200.0 million of CMPSC’s floating rate borrowings for a three-year period. The 2008 Swap expired on June 12, 2011.

     The interest rate for the term loan is 2.0% above LIBOR (2.2% at June 30, 2011) or 1.0% above the alternate base rate. The revolving credit facility rate is variable based on the levels of leverage of CMPSC, and ranges from 1.8% to 2.3% above LIBOR and from 0.8% to 1.3% above the alternate base rate.

Amendment to CMPSC Credit Agreement

     On May 11, 2009, CMPSC entered into an amendment to the CMPSC Credit Agreement. This amendment maintained the preexisting term loan facility under the CMPSC Credit Facilities, but reduced availability under the revolving credit facility thereunder from $100.0 million to $95.4 million (after giving effect to a repayment and permanent reduction in available credit of approximately $4.6 million).

     The amendment also increased certain pre-existing restrictions, including with respect to acquisitions, which per the amendment are limited to an aggregate of $20.0 million unless such acquired entities are added as loan parties, and the ability to undertake certain corporate actions.

9.875% Notes

     In May 2006, CMPSC issued $250.0 million in 9.875% Notes. The 9.875% Notes have an interest rate of 9.875% per annum and mature in May 2014. CMP Susquehanna Radio Holdings Corp. (“Radio Holdings”) and certain of its subsidiaries are guarantors under the 9.875% Notes.

2014 Notes

     Interest on CMPSC’s variable rate senior subordinated secured second lien notes due 2014 (the “2014 Notes”) accrues at a floating rate equal to LIBOR plus 3.0% and is payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2009. The 2014 Notes mature on May 15, 2014.

     The 2014 Notes are secured by second-priority liens on tangible and intangible assets of CMPSC and its subsidiaries to the extent they can be perfected by the filing of financing statements or other similar registrations and are permitted under agreements governing CMPSC’s other indebtedness, including the CMPSC Credit Agreement. Pledged assets do not include shares of capital stock of CMPSC or any of its subsidiaries or debt securities held by CMPSC or any of its subsidiaries.

     The 2014 Notes are (i) general obligations of CMPSC; (ii) secured on a second-priority basis by a security interest in substantially all of CMPSC’s existing and future assets to the extent pledged and assigned to the 2014 Notes trustee pursuant to the security agreement in favor of the holders of the 2014 Notes, subject and subordinate certain permitted priority liens; (iii) subordinated to all first-priority senior secured indebtedness of CMPSC (including the CMPSC Credit Facilities); (iv) effectively senior to all unsecured indebtedness of CMPSC; and (v) initially guaranteed on a second-priority senior secured subordinated basis by CMPSC’s direct parent, Radio Holdings and each subsidiary of CMPSC that guarantees the senior secured credit facilities. Each guarantee of the 2014 Notes is a second-priority senior subordinated secured obligation of the guarantor and is subordinated in right of payment to all existing and future first-priority senior indebtedness of such guarantor, including each guarantor’s guarantee of CMPSC’s obligations under the CMPSC Credit Facilities and structurally subordinated to all existing and future indebtedness of non-guarantor subsidiaries of CMPSC.

     The indenture governing the 2014 Notes (the “2014 Notes Indenture”) contains covenants that limit CMPSC’s ability and the ability of its restricted subsidiaries to, among other things, (i) incur additional indebtedness or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of CMPSC’s capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of CMPSC’s assets; and (vii) designate CMPSC’s subsidiaries as unrestricted subsidiaries. The 2014 Notes Indenture also contains a covenant providing that, to the extent required to permit holders of 2014 Notes (other than affiliates of CMPSC) to sell their 2014 Notes without registration under the Securities Act of 1933 (the “Securities Act”), CMPSC or Radio Holdings will make publicly available the information concerning CMPSC or Radio Holdings as specified in Rule 144(c)(2) under the Securities Act.

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     CMPSC may redeem some or all of the 2014 Notes at any time after the issue date at a redemption price equal to 100% of their principal amount, plus any accrued and unpaid interest through the redemption date.

     Upon the occurrence of a “Change of Control” (as defined in 2014 Notes Indenture), each holder of 2014 Notes will have the right to require CMPSC to repurchase all of such holder’s 2014 Notes at a repurchase price equal to 101% of the aggregate principal amount, plus any accrued and unpaid interest through the repurchase date.

     The 2014 Notes Indenture contains events of default that are customary for agreements of this type, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness and the occurrence of certain events of bankruptcy and insolvency and certain judgment defaults.

KC LLC

     In May 2006, KC LLC entered into a $72.4 million term loan facility and a $26.0 million revolving credit facility under the KC LLC’s credit facility (the “CMP KC LLC Credit Facility”). At the closing of the transactions, by which the Company was formed, KC LLC drew on the $72.4 million term loan, plus $5.0 million in letters of credit, reducing availability on the revolving credit facility to $21.0 million. KC LLC is charged a commitment fee of 0.5% on the unused portion of the revolving credit facility.

     The term loan had a repayment schedule that requires principal payments payable at the end of each quarter equal to 0.25% of the original loan. The unpaid balance on the revolving credit facility became due in May 2010 and the term loan became due in May 2011.

     Obligations under the CMP KC LLC Credit Facility are collateralized by substantially all of KC LLC’s assets in which a security interest may lawfully be granted (including FCC licenses held by its subsidiaries), including, without limitation, intellectual property and all of the capital stock of KC LLC’s direct and indirect subsidiaries.

     The representations, covenants and events of default in the credit agreement governing the CMP KC LLC Credit Facility (the “KC LLC Credit Agreement”) are customary for financing transactions of this nature.

     On January 21, 2010, KC LLC received a notice of default pertaining to the KC LLC Credit Agreement from the administrative agent thereunder (the “Agent”). The notice of default referenced the failure of KC LLC to make the scheduled principal and interest payments that were due and payable under the KC LLC Credit Agreement on December 31, 2009. Under the notice of default and pursuant to the KC LLC Credit Agreement, the Agent accelerated all obligations under the KC LLC Credit Agreement, declaring the unpaid principal amount of all outstanding loans, accrued and unpaid interest, and all amounts due under the KC LLC Credit Agreement to be immediately due and payable.

     Accordingly, the Company classified all amounts due under the KC LLC Credit Agreement as current (approximately $86.2 million).

     Furthermore, under the terms of the KC LLC Credit Agreement, interest on the outstanding loans thereunder, all accrued interest and any other amounts due began to accrue interest on December 31, 2009 at a default rate. Such default rate provides for interest at 2.0% per year in excess of the rate of interest generally provided for in the KC LLC Credit Agreement. Under the terms of the KC LLC Credit Agreement, the Agent may, and at the request of a majority of the lenders thereunder shall, exercise all rights and remedies available to the Agent and the lenders under law. These remedies include but are not limited to seeking a judgment from KC LLC for the monies owed and enforcing the liens granted to the lenders commencing foreclosure proceedings relative to the assets of KC LLC. The Company has held preliminary discussions with the Agent and certain of the lenders, who to date have not commenced any remedial actions.

     Neither the default under the KC LLC Credit Agreement, the acceleration of all sums due thereunder, nor the exercise of any of the remedies in respect thereof by the Agent or the lenders, constitute a default under the CMPSC Credit Agreement, nor provide the lenders thereunder any contractual right or remedy. Further, neither CMPSC nor any of its subsidiaries has provided any guarantee with respect to the CMP KC LLC Credit Facility.

     On February 4, 2011, the Company entered into a restructuring support agreement (the “KC Restructuring Agreement”) along with Radio Holdco and KC LLC regarding the restructuring of KC LLC’s debt with the lenders under the CMP KC LLC Credit Facility (the “KC Restructuring”). The KC Restructuring is expected to be implemented through a pre-packaged plan of reorganization filed

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with the United States Bankruptcy Court for the District of Delaware (the “Pre-packaged Bankruptcy Proceeding”). The Company expects the Pre-packaged Bankruptcy Proceeding will occur, and the KC Restructuring will be completed, during the second half of 2011. If the KC Restructuring is completed in accordance with the terms and conditions of the KC Restructuring Agreement: (1) Radio Holdco will distribute all of the outstanding common stock of Radio Holdco to the Company; (2) KC LLC’s outstanding debt and interest of $96.4 million at June 30, 2011 will be reduced to $20.0 million; (3) all of the equity of Radio Holdco will be transferred to the lenders under the CMP KC LLC Credit Facility or their nominee; and (4) Cumulus will continue to manage the radio stations of KC LLC in 2011, subject to annual renewal of the management arrangement thereafter. As a result, the Company will no longer have an ownership interest in KC LLC. The KC Restructuring is expected to have certain tax implications for Radio Holdco in 2011 related to the cancelation of indebtedness but as a result of the loss attributes of Radio Holdco, the Company does not expect to pay a significant amount of income tax related to this transaction.

6. Intangible Assets and Goodwill

     The following tables present the changes in intangible assets and goodwill during the periods ended December 31, 2010 and June 30, 2011 and balances as of such dates (dollars in thousands):

	Indefinite Lived			Definite Lived			Total
Intangible Assets:
Balance as of December 31, 2009	$	243,023		$	3,937		$	246,960
Amortization		—			(520	)		(520	)
Impairment		(3,296	)		—			(3,296	)
Balance as of December 31, 2010	$	239,727		$	3,417		$	243,144
Acquisition		—			8			8
Amortization		—			(233	)		(233	)
Balance as of June 30, 2011	$	239,727		$	3,192		$	242,919

	Goodwill
Goodwill:
Balance as of December 2009	$	79,700
Impairment		—
Balance as of December 2010	$	79,700
Impairment		—
Balance as of June 30, 2011	$	79,700

     Favorable leases and pre-sold advertising contracts are amortized using the straight-line method over their respective terms. Amortization expense related to intangible assets was $0.1 million and $0.2 million for the three and six months ended June 30, 2011 and 2010, respectively.

7. Members’ Deficit

     On October 31, 2005, the Company entered into a capital contribution agreement with Cumulus, affiliates of Bain Capital Partners, LLC (“Bain”), The Blackstone Group L.P. (“Blackstone”) and Thomas H. Lee Partners (“THL” and together with Bain and Blackstone, the “CMP Sellers”). Bain, Blackstone and THL each contributed $75.0 million in cash in exchange for 75.0 Class A voting units of the Company. Cumulus contributed $75.0 million of assets (the “KC LLC Contribution”) in exchange for 75.0 Class B voting units of the Company. Cumulus also received 25.0 units each of Class C1, C2, and C3 non-voting units of the Company. The KC LLC Contribution consisted of four radio stations in Kansas City, Missouri and Houston, Texas. The CMP Sellers and Cumulus each contributed an additional $6.3 million in cash for 6.25 Class AA non-voting units. In connection with this transaction, the Company paid $14.2 million to the CMP Sellers and Cumulus for their equity raising efforts; these payments were netted against the contributed capital of the CMP Sellers and Cumulus. The CMP Sellers and Cumulus, as the four members of the Company, each received a 25.0% interest in the Company. To the extent distributions are made, the distributions are based on each member’s allocable portion of the Distributable Assets, as defined by the capital contribution agreement.

     For the three and six months ended June 30, 2011 and 2010, CMP did not make distributions to any of its members.

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     On March 26, 2009, in connection with CMPSC’s 2009 exchange offer relating to $175.5 million aggregate principal amount of its 9.875% Notes (the “2009 Exchange Offer”), Radio Holdings issued 3,273,633 shares of preferred stock and warrants exercisable for 3,740,893 shares of Radio Holdings’ common stock. With respect to the payment of dividends and the amounts to be paid upon liquidation, the preferred stock ranks:

• senior to the common stock of Radio Holdings and all other equity securities designated as ranking junior to the preferred stock;

• on a parity with all equity securities designated as ranking on a parity with the preferred stock; and

• junior to all equity securities designated as ranking senior to the preferred stock.

     On January 1, 2009, CMP adopted additional authoritative guidance relating to consolidations in accordance with ASC 810, Consolidations. The additional guidance required that non-controlling interests be reported as a separate component of equity on the Company’s consolidated statements of financial position. In conjunction with the 2009 Exchange Offer, Radio Holdings issued approximately $67.5 million in non-controlling equity interest related to the preferred stock and warrants.

     Dividends on the preferred stock are payable semiannually in arrears, only when, as, and if declared by the board of directors of Radio Holdings from funds legally available, payable in additional shares of the preferred stock, at an annual rate equal to 9.875% on, (i) the stated value per share of preferred stock and (ii) the amount of accrued and unpaid dividends (including dividends thereon, at an annual rate of 9.875% to the date of payment). Dividends are calculated and compounded semiannually and will be cumulative from the date of first issuance. Any dividends are calculated, based on a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. CMP has not declared any dividends on the preferred stock.

     Subsequent to June 30, 2011, Cumulus completed the acquisition of the 75.0% of the Company that it did not own. See Note 12.

8. Commitments and Contingencies

     CMPSC is a limited partner in San Francisco Baseball Associates L.P. CMPSC owns rights to broadcast San Francisco Giants Major League Baseball games for the 2009 through 2012 baseball seasons. CMP is required to pay rights fees of $5.6 million each year. The carrying value of CMP’s investment in San Francisco Baseball Associates L.P. is $4.0 million as of June 30, 2011 and 2010. CMP accounts for this investment under the cost method and elected not to calculate the fair value of the investment as CMP’s management determined it would not be practicable due to excessive costs.

     CMPSC owns rights to broadcast Kansas City Chiefs National Football League professional football games during the 2010 through 2013 football seasons. The contract requires minimum rights payments of $2.9 million, $2.8 million and $2.9 million for the 2011, 2012 and 2013 football seasons, respectively. CMP expensed rights payments of $2.3 million for the 2010 football season in the second half of 2010.

     The radio broadcast industry’s principal ratings service is Arbitron, which publishes surveys for domestic radio markets. CMPSC and KC LLC have five-year agreements with Arbitron under which they receive programming ratings materials in a majority of their respective markets. The remaining aggregate obligation of CMPSC and KC LLC under their agreements with Arbitron was $6.8 million as of June 30, 2011 and will be paid in accordance with the agreements through June 2013.

     On January 21, 2010, a former employee of CMPSC filed a purported class action lawsuit, pending in the United States District Court, Northern District of California, San Francisco Division (the “Court”), against CMPSC claiming (i) unlawful failure to pay required overtime wages; (ii) late pay and waiting time penalties; (iii) failure to provide accurate itemized wage statements; (iv) failure to indemnify for necessary expenses and losses; and (v) unfair trade practices under California’s Unfair Competition Act. On September 2, 2011, CMPSC and this former employee entered into a Joint Stipulation re: Settlement and Release of Class Action Claims (the “Settlement”) with respect to such lawsuit. The Settlement, which remains subject to the approval of the Court, provides for the payment by CMPSC of a maximum of $0.9 million in full and final settlement of all of the claims made in the lawsuit.

     In March 2011, the Company was named as a defendant in a patent infringement suit brought against it as well as other radio companies, including Cumulus, Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC. The case, Mission Abstract Data L.L.C., d/b/a Digimedia v. Beasley Broadcast Group, Inc., et al., Civil Action Case No: 1:99-mc-09999, U.S. District Court for the District of Delaware (filed March 1, 2011), alleges that the defendants are infringing or have infringed plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” Plaintiff is seeking injunctive relief and unspecified damages. The Company intends to vigorously defend this lawsuit and has not yet determined what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

     For all periods presented, CMPSC and KC LLC engaged Katz Media Group, Inc. (“Katz”) as their national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by CMPSC or KC LLC during the term of the contract, would obligate CMPSC or KC LLC to pay a termination fee to Katz, based on a formula set forth in the contract.

     CMP is currently, and expects that from time to time in the future, it will be party to, or a defendant in, various claims or lawsuits that are generally incidental to its business. CMP expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any known claim or lawsuit will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

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9. Income Taxes

     The Company’s effective income tax rate for the six months ended June 30, 2011 was 49.8% compared to 45.9% for the six months ended June 30, 2010. The Company’s effective tax rate increased in both periods as the result of KC LLC losses for which the Company is not able to record a tax benefit. Due to a history of losses and future inability to utilize such losses, the Company established a valuation allowance. The Company’s effective tax rate is comprised of two consolidated groups, KC LLC and Radio Holdings, which file separately for federal income tax purposes. As a result, losses from one consolidated group cannot be utilized to offset taxable income from the other. Prior to March 26, 2009, KC LLC and Radio Holdings filed one consolidated U.S. federal income tax return. However as the result of a deconsolidating event that occurred on March 26, 2009, the two consolidated groups must file separately for federal income tax purposes.

10. Restricted Cash

     CMPSC is required to secure the maximum exposure generated by automated clearing house transactions in its operating bank accounts as dictated by CMPSC’s bank’s internal policies with cash. As of June 30, 2011 and December 31, 2010, CMP’s balance sheet included approximately $0.6 million in restricted cash related to the automated clearing house transactions, which funds are held in a segregated account.

11. Related Party

     At June 30, 2011, Holdings was party to a management agreement with Cumulus. Pursuant to the terms of the management agreement, Cumulus’ personnel managed the operations of CMP’s subsidiaries. In exchange, Holdings agreed to pay Cumulus an annual management fee of approximately 4.0% of the consolidated EBITDA of CMP’s subsidiaries or $4.0 million, whichever is greater, to be paid in quarterly installments. For each of the three and six month ended June 30, 2011 and 2010, Holdings paid approximately $1.0 million and $2.0 million, respectively, in management fees to Cumulus.

     On August 1, 2011, Cumulus completed the previously announced acquisition of the remaining 75.0% of the equity interests of CMP that it did not own and the management agreement was terminated. See Note 12.

12. Subsequent Event

     On August 1, 2011, Cumulus completed the previously announced acquisition of the remaining 75.0% of the equity interests of CMP that it did not already own. In connection with this acquisition, Cumulus issued 9,945,714 shares of its common stock to affiliates of the three private equity firms that had collectively owned 75.0% of CMP — Bain, Blackstone and THL. Blackstone received 3.3 million shares of Cumulus’ Class A common stock and, in accordance with FCC broadcast ownership rules, Bain and THL each received 3.3 million shares of newly authorized Class D non-voting common stock of Cumulus. Also in connection with the acquisition, outstanding warrants to purchase common stock of Radio Holdings were amended to instead become exercisable for up to 8,267,968 shares of common stock of Cumulus.

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EX-99.2

EXHIBIT 99.2

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Unaudited Pro Forma Condensed Consolidated Financial Information	P-2
Unaudited CMP Pro Forma Basis Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2011	P-6
Unaudited CMP Pro Forma Basis Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010	P-7
Unaudited CMP Pro Forma Basis Condensed Consolidated Balance Sheet as of June 30, 2011	P-8
Unaudited Citadel Pro Forma Basis Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2011	P-9
Unaudited Citadel Pro Forma Basis Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010	P-10
Unaudited Citadel Pro Forma Basis Condensed Consolidated Balance Sheet as of June 30, 2011	P-11
Unaudited Overall Pro Forma Basis Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2011	P-12
Unaudited Overall Pro Forma Basis Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010	P-13
Unaudited Overall Pro Forma Basis Condensed Consolidated Balance Sheet as of June 30, 2011	P-14
Footnotes to Pro Forma Adjustments	P-15
Appendix to Pro Forma Adjustments	P-30

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Unaudited Pro Forma Condensed Consolidated Financial Information

Unless the context requires otherwise, or as specifically described below:

•  the terms “Cumulus Media,” “we,” “our,” and the “Company” refer to Cumulus Media Inc. and its consolidated subsidiaries;

•  the term “Refinancing” refers to Cumulus Media’s offering and sale of $610.0 million of its 7.75% Senior Notes due 2019 (the “2019 Notes Offering”) and the use of the proceeds therefrom to prepay the term loan outstanding under our existing senior secured credit facilities under the credit agreement, dated as of June 7, 2006, among Cumulus Media Inc., the lenders party thereto and the administrative agent thereunder (as amended, the “Existing Credit Agreement”);

•  the term “Refinancing As Adjusted Basis” means as adjusted to reflect the Refinancing;

•  the term “CMP” refers to Cumulus Media Partners, LLC and its consolidated subsidiaries;

•  the term “CMP Acquisition” refers to our acquisition, completed on August 1, 2011, of the 75.0% of the equity interests of CMP that we did not own;

•  the term “CMP Pro Forma Basis” means on a pro forma as adjusted basis to reflect the Refinancing and the CMP Acquisition, with CMP designated as an unrestricted subsidiary under the Existing Credit Agreement;

•  the term “Citadel” refers to Citadel Broadcasting Corporation and its consolidated subsidiaries;

•  the term “Citadel Acquisition” refers to the pending merger of Citadel with one of our wholly-owned subsidiaries. At the effective time of the Citadel Acquisition, each outstanding share of common stock of Citadel will be converted automatically into the right to receive, at the election of the holder (subject to certain limitations set forth in the agreement and plan of merger, dated March 9, 2011, by and among Cumulus Media, Citadel and the other parties signatory thereto (the “Citadel merger agreement”) which governs the terms and conditions of the Citadel Acquisition), (i) $37.00 in cash, (ii) 8.525 shares of Cumulus Media common stock, or (iii) a combination thereof (the “merger consideration”). Additionally, in connection with and prior to the closing of the Citadel Acquisition, (i) each outstanding unvested option to acquire shares of Citadel common stock issued under Citadel’s equity incentive plan will automatically vest, and all outstanding options at the effective time of the Citadel Acquisition will be deemed exercised pursuant to a cashless exercise, with the resulting net number of Citadel shares to be converted into the right to receive the merger consideration, and (ii) each outstanding warrant to purchase Citadel common stock will become exercisable for the merger consideration, subject to any applicable Federal Communications Commission (“FCC”) limitations. Holders of unvested restricted shares of Citadel common stock will be eligible to receive the merger consideration for their shares pursuant to the original vesting schedule for such shares. Elections by Citadel stockholders are subject to adjustment such that the maximum number of shares of our common stock that may be issued in the Citadel Acquisition is 151,485,282 shares (the “Maximum Stock Scenario Cap”) and the maximum amount of cash payable by us in the Citadel Acquisition is $1,408,728,600 (the “Maximum Cash Scenario”).

•  the term “Citadel Pro Forma Basis” refers to the Refinancing, the Citadel Acquisition and the Global Refinancing (defined below), but excluding the CMP Acquisition and any transactions related thereto, including repayment of any indebtedness or other obligations of CMP as otherwise contemplated under the Global Refinancing;

•  the term “Acquisitions” refers, together, to the CMP Acquisition and the Citadel Acquisition;

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•  the term “Equity Investment” means the investment by affiliates of (i) Crestview Partners (“Crestview”), (ii) Macquarie Capital (USA) Inc. (“MIHI LLC”) and (iii) UBS Securities LLC (“UBS Securities” and, together with Crestview and MIHI LLC, the “Investors”), of up to an aggregate of $500.0 million of our equity securities, the proceeds of which will be used to pay a part of the cash portion of the purchase price for, and which investment is conditioned on the closing of, the Citadel Acquisition, and the agreement governing the terms and conditions of the Equity Investment is referred to as the “Investment Agreement”;

•  the term “Global Refinancing” refers to our expected entry into one or more credit facilities, substantially on terms as previously disclosed, with a syndicate of lenders, agents and arrangers pursuant to which Cumulus Media expects to obtain senior secured financing of $2.415 billion in order to complete the Citadel Acquisition and related refinancing (the “Acquisition Credit Facility”), the repayment of certain outstanding indebtedness of each of Cumulus, CMP and Citadel, and the redemption of certain preferred stock of CMP Susquenna Radio Holdings Corp., a subsidiary of CMP (“Radio Holdings”), and our other financing transactions contemplated in connection with the Citadel Acquisition;” and

•  the term “Overall Pro Forma Basis” means on a pro forma basis as adjusted to reflect the Refinancing, the CMP Acquisition, the Citadel Acquisition and the Global Refinancing.

The following unaudited selected pro forma condensed consolidated financial information is based on the historical consolidated financial statements of each of Cumulus Media, CMP and Citadel, each of which have previously been, or are being herewith, filed with the Securities and Exchange Commission (the “SEC”).

The following unaudited pro forma condensed consolidated financial information is intended to provide information about how each of the CMP Acquisition and the Citadel Acquisition, and the related refinancing transactions, might have affected Cumulus Media’s historical consolidated financial statements if such transactions had closed as of January 1, 2010 in the case of the statements of operations information, and as of June 30, 2011 in the case of the balance sheet information.

The unaudited pro forma condensed consolidated financial information is presented on the following bases (in each case also giving pro forma effect to the completion of the 2019 Notes Offering only on the statement of operations information as of December 31, 2010, as such offering was completed on April 29, 2011):

•  a CMP Pro Forma Basis, giving effect to the CMP Acquisition (including certain developments in its business);

•  a Citadel Pro Forma Basis, giving effect to the Citadel Acquisition and the Global Refinancing (excluding any portion thereof related to refinancing of any indebtedness or other obligations of CMP); and

•  an Overall Pro Forma Basis, giving effect to the CMP Acquisition (including certain developments in its business), the Citadel Acquisition and the Global Refinancing.

Pursuant to the Citadel merger agreement, Cumulus Media has agreed to issue to holders of Citadel common stock (including holders of warrants to acquire Citadel common stock) a number of shares of Cumulus Media common stock up to the Maximum Stock Scenario (plus an additional number of shares based upon the number of shares of Citadel common stock that are issued upon the exercise of stock options to purchase shares of Citadel common stock prior to the closing date of the Citadel Acquisition) and has agreed to pay to holders of Citadel common stock (including holders of warrants to acquire Citadel common stock) an amount of cash up to the Maximum Cash Scenario (plus an additional amount based on the number of shares of Citadel common stock that are issued upon the exercise of stock options to purchase shares of Citadel common stock prior to the closing date of the Citadel Acquisition, less the cash value of any dissenting shares), with the actual number of shares to be issued, and the amount of cash to be paid, dependent upon elections to be made by Citadel stockholders and warrant holders prior to the completion of the Citadel Acquisition. For purposes of this

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unaudited pro forma condensed consolidated financial information, Cumulus Media has assumed that the merger consideration will consist of $1,254.9 million in cash and the issuance of 114,574,365 shares of Cumulus Media Class A common stock (which represents the arithmetic mean, or “midpoint” of the amount of cash which would be payable, and the number of shares of Cumulus Media common stock which would be issuable, to holders of Citadel common stock in each of the Maximum Cash Scenario and the Maximum Stock Scenario, and further assumes that all of the equity consideration in the Citadel Acquisition would be issued in the form of Cumulus Media Class A common stock), which shares have an assumed aggregate value of $316.2 million (based on an assumed price per share of Cumulus Media Class A common stock of $2.76, the closing price of such common stock on the Nasdaq Global Select Market on August 22, 2011, the most recent practicable date). If Citadel stockholders and warrant holders make elections such that the merger consideration is payable at the Maximum Cash Scenario, Cumulus Media would potentially draw an additional $70.0 million under the revolving credit facility from what is borrowed under the mid-point model presented, which would result in incremental interest expense of $1.9 million for the six months ended June 30, 2011 and $3.9 million for the twelve months ended December 31, 2010 in each of the following Citadel Pro Forma Basis and Overall Pro Forma Basis Condensed Consolidated Statements of Operations.

The CMP Acquisition is being accounted for, and the Citadel Acquisition will be accounted for, as a business combination under the acquisition method and, accordingly, is expected to result in the recognition of assets acquired and liabilities assumed at fair value. However, as of the date hereof, Cumulus Media has not performed the valuation studies necessary to estimate the fair values of the assets it has acquired or expects to acquire, as applicable, and the liabilities it has assumed or expects to assume, as applicable, to reflect the allocation of the applicable purchase price to the respective fair values.

For purposes of preparing the following pro forma adjustments to reflect the CMP Acquisition, Cumulus Media has estimated the fair values of the indefinite-lived intangible assets based on information available as of December 31, 2010. For purposes of preparing the pro forma adjustments to reflect the Citadel Acquisition, Cumulus Media has carried forward the net book value of the tangible assets and indefinite-lived and definite-lived intangible assets from those appearing in Citadel’s consolidated financial statements as of December 31, 2010, which have previously been filed with the SEC, as Cumulus Media does not have any independent third-party valuations or other valuation studies estimating the value of these intangible assets. However, due to Citadel’s application of fresh-start accounting upon its emergence from bankruptcy on June 3, 2010, Citadel’s tangible assets and intangible assets were adjusted to fair value during 2010. For each of the CMP Acquisition and the Citadel Acquisition, the excess of the consideration transferred or expected to be transferred, as applicable, over the fair value of the net assets acquired or expected to be acquired, as applicable, has been presented as an adjustment to goodwill. Cumulus Media has not estimated the fair value of other assets acquired or expected to be acquired or liabilities assumed or expected to be assumed, as applicable, including, but not limited to, current assets, property and equipment, current liabilities, other miscellaneous liabilities and other finite-lived intangible assets and related deferred tax liabilities. A final determination of these fair values will be based upon appraisals prepared or to be prepared by independent third parties and on the actual tangible and identifiable intangible assets and liabilities that exist or existed as of the closing date of each respective acquisition. The actual allocations of the consideration transferred may differ materially from the preliminary allocations assumed in this unaudited pro forma condensed consolidated financial information.

The presentation of financial information on a Citadel and an Overall Pro Forma Basis for the year ended December 31, 2010 includes the combined results of operations of Citadel for its predecessor and successor periods. In connection with its emergence from bankruptcy on June 3, 2010, as detailed in its filings with the SEC from time to time since that date and in accordance with accounting guidance on reorganizations, Citadel adopted fresh-start accounting as of May 31, 2010. Historical financial results of Citadel are presented for the “Predecessor” entity for periods prior to Citadel’s emergence from bankruptcy and for the “Successor” entity for periods after Citadel’s emergence from bankruptcy. As a result, financial results of periods prior to Citadel’s adoption of fresh-start accounting are not comparable to financial results of periods after that date. The combined operating results of Citadel including the Successor and Predecessor periods in 2010 are not necessarily indicative of the results that may be expected for a full fiscal year. Presentation of the combined financial information of the Predecessor and Successor for the twelve months ended December 31, 2010 is not in accordance with accounting

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principles generally accepted in the United States (“GAAP”). However, the Company believes that the combined financial results are useful for their respective investors to assess Citadel’s ongoing financial and operational performance and trends.

The unaudited pro forma condensed consolidated financial information below is based upon currently available information and estimates and assumptions that Cumulus Media believes are reasonable as of the date hereof. These estimates and assumptions relate to matters including, but not limited to, Cumulus Media’s stock price at the date of closing of the Citadel Acquisition (assumed to be $2.76 per share, the closing price of Cumulus Media’s common stock on the Nasdaq Global Select Market on August 22, 2011, the most recent practicable date), which was, and will be, used to determine a portion of the actual purchase price in each of the CMP Acquisition and the Citadel Acquisition, the LIBOR rate in effect for borrowings at the date of closing of the Global Refinancing, which will be used to determine the interest rate on borrowings under the Acquisition Credit Facility, and the form of the investment in Cumulus Media’s equity securities to be made by MIHI LLC pursuant to the Investment Agreement, which is assumed to be common stock, all of which will impact, among other things, Cumulus Media’s available cash, interest expense and stockholders’ equity. Cumulus Media has also assumed that the radio stations and other assets that Cumulus Media will be required to divest in connection with obtaining DOJ, FCC and other federal regulatory approvals required to complete the Citadel Acquisition will not be material to its consolidated financial position or results of operations and, as a result, Cumulus Media has not made a provision in this unaudited pro forma condensed consolidated financial information for any such divestitures.

Any of the factors underlying these estimates and assumptions may change or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the closing date of the Citadel Acquisition or at the date of the final purchase price allocation relating to either the CMP Acquisition or the Citadel Acquisition. The unaudited pro forma condensed consolidated financial information is presented for illustrative and informational purposes only and is not intended to represent or be indicative of what Cumulus Media’s financial condition or results of operations would have been had the transactions described above occurred on or as of the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of Cumulus Media’s future financial condition or results of operations. In addition to the pro forma adjustments to Cumulus Media’s historical consolidated financial statements, various other factors are expected to have an effect on Cumulus Media’s financial condition and results of operations, both before and after the closing of the Citadel Acquisition and the related financing transactions.

You should read the following unaudited pro forma condensed consolidated financial information in conjunction with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each of Cumulus Media’s and Citadel’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2010 and Quarterly Reports on Form 10-Q for the six months ended June 30, 2011, each of which has previously been filed with the SEC. You should also read this information in conjunction with each of Cumulus Media’s, CMP’s and Citadel’s consolidated financial statements and related notes, each of which have previously been filed, or are being herewith filed, with the SEC.

P-5

Unaudited CMP Pro Forma Basis Condensed Consolidated Statement of Operations
for the Six Months Ended June 30, 2011

										CMP
	Cumulus									Pro Forma			CMP
	Media			CMP			KC LLC			Basis			Pro Forma
	Historical			Historical			Historical(A)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	124,787		$	88,007		$	(3,756	)	$	—		$	209,038
Management fees		2,250			—			—			(2,000	)(B)		250
Net revenues		127,037			88,007			(3,756	)		(2,000	)		209,288
Operating expenses:
Station operating expenses (excluding depreciation, amortization and local marketing agreement (“LMA”) fees)		76,713			50,131			(3,073	)		—			123,771
Depreciation and amortization		4,012			3,899			(877	)		—			7,034
LMA fees		1,141			(90	)		—			—			1,051
Corporate general and administrative expenses		17,271			5,004			(1,072	)		(2,000	)(B)		19,203
Gain on exchange of assets or stations		(15,278	)		—			—			—			(15,278	)
Realized loss on derivative instrument		1,244			—			—			—			1,244
Total operating expenses		85,103			58,944			(5,022	)		(2,000	)		137,025
Operating income		41,934			29,063			1,266			—			72,263
Non-operating (expense) income:
Interest (expense) income, net		(15,496	)		(12,165	)		3,129			(9,055	)(C)		(33,587	)
Loss on extinguishment of debt		(4,366	)		—			—			—			(4,366	)
Other (expense) income, net		(93	)		(271	)		131			—			(233	)
Total non-operating (expense) income, net		(19,955	)		(12,436	)		3,260			(9,055	)		(38,186	)
Income (loss) before income taxes and equity in net losses of affiliate		21,979			16,627			4,526			(9,055	)		34,077
Income tax (expense) benefit		(4,519	)		(8,279	)		32			3,441	(D)		(9,325	)
Net income (loss)	$	17,460		$	8,348		$	4,558		$	(5,614	)	$	24,752

P-6

Unaudited CMP Pro Forma Basis Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2010

										CMP
	Cumulus									Pro Forma			CMP
	Media			CMP			KC LLC			Basis			Pro Forma
	Historical			Historical			Historical(A)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	259,187		$	188,718		$	(7,043	)	$	—		$	440,862
Management fees		4,146			—			—			(4,000	)(B)		146
Net revenues		263,333			188,718			(7,043	)		(4,000	)		441,008
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			103,103			(6,086	)		—			256,824
Depreciation and amortization		9,098			8,576			(1,780	)		—			15,894
LMA fees		2,054			—			—			—			2,054
Corporate general and administrative expenses		18,519			8,397			(1,138	)		(4,000	)(B)		21,778
Loss on sale of assets		—			29			—			—			29
Realized loss on derivative instrument		1,957			—			—			—			1,957
Impairment of intangible assets and goodwill		671			3,296			(3,296	)		—			671
Total operating expenses		192,106			123,401			(12,300	)		(4,000	)		299,207
Operating income		71,227			65,317			5,257			—			141,801
Non-operating (expense) income:
Interest (expense) income, net		(30,307	)		(28,171	)		6,034			(18,391	)(C)		(70,835	)
Terminated transaction expense		(7,847	)		—			—			—			(7,847	)
Other income (expense), net		108			349			(350	)		—			107
Total non-operating (expense) income, net		(38,046	)		(27,822	)		5,684			(18,391	)		(78,575	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			37,495			10,941			(18,391	)		63,226
Income tax (expense) benefit		(3,779	)		(18,210	)		847			6,989	(D)		(14,153	)
Net income (loss)	$	29,402		$	19,285		$	11,788		$	(11,402	)	$	49,073

P-7

Unaudited CMP Pro Forma Basis Condensed Consolidated Balance Sheet as of June 30, 2011

										CMP
	Cumulus									Pro Forma			CMP
	Media			CMP			KC LLC			Basis			Pro Forma
	Historical			Historical			Historical(A)			Adjustments			Basis
	(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	29,553		$	16,133		$	(1,481	)	$	—		$	44,205
Restricted cash		600			600			—			—			1,200
Accounts receivable, less allowance for doubtful accounts		40,603			36,052			(1,434	)		—			75,221
Trade receivable		4,149			1,245			(13	)		—			5,381
Prepaid expenses and other current assets		4,243			6,390			234			(1,000	)(B)		9,867
Total current assets		79,148			60,420			(2,694	)		(1,000	)		135,874
Property and equipment, net		37,981			22,765			(4,951	)		—			55,795
Intangible assets, net		170,745			242,919			(15,233	)		19,037	(E)		417,468
Goodwill		60,422			79,700			—			433,091	(E)		573,213
Deferred financing costs		17,433			3,935			(130	)		—			21,238
Long-term investments		—			4,000			—			2,400	(E)		6,400
Other assets		1,472			324			(45	)		—			1,751
Total assets	$	367,201		$	414,063		$	(23,053	)	$	453,528		$	1,211,739
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	28,687		$	22,853		$	(10,737	)(A)	$	(1,000	)(B)	$	39,803
Trade payable		4,074			1,065			—			—			5,139
Current portion of long-term debt		—			93,228			(86,228	)(A)		—			7,000
Total current liabilities		32,761			117,146			(96,965	)		(1,000	)		51,942
Long-term debt		610,000			612,234			—			—			1,222,234
Other liabilities		17,887			7,536			(23	)(A)		(1,485	)(E)		23,915
Deferred income taxes		29,029			85,839			—	(A)		7,234	(E)		122,102
Total liabilities		689,677			822,755			(96,988	)		4,749			1,420,193
Stockholders’ equity (deficit):
Class A common stock		596			—			—			116	(L)		712
Class B common stock		58			—			—			—			58
Class C common stock		6			—			—			—			6
Class D common stock		—			—			—			66	(L)		66
Treasury stock, at cost		(251,148	)					—			—			(251,148	)
Additional paid-in-capital		959,885			310,850			(367	)(A)		(232,356	)(O)		1,038,012
Accumulated deficit		(1,031,873	)		(787,019	)		74,302	(A)		724,353	(O)		(1,020,237	)
Noncontrolling interest		—			67,477			—			(43,400	)(E)		24,077
Total stockholders’(deficit) equity		(322,476	)		(408,692	)		73,935			448,779			(208,454	)
Total liabilities and stockholders’ equity (deficit)	$	367,201		$	414,063		$	(23,053	)	$	453,528		$	1,211,739

P-8

Unaudited Citadel Pro Forma Basis Condensed Consolidated Statement of Operations
for the Six Months Ended June 30, 2011

	June 30, 2011
							Citadel
	Cumulus						Pro Forma			Citadel
	Media			Citadel			Basis			Pro Forma
	Historical			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	124,787		$	345,018		$	—		$	469,805
Management fees		2,250			—			—			2,250
Net revenues		127,037			345,018			—			472,055
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		76,713			233,032			—			309,745
Depreciation and amortization		4,012			46,117			—			50,129
LMA fees		1,141			208			—			1,349
Corporate general and administrative expenses		17,271			27,818			—			45,089
(Gain) loss on exchange of assets or stations		(15,278	)		404			—			(14,874	)
Realized loss on derivative instrument		1,244			—			—			1,244
Other operating expenses		—			8,674			—			8,674
Total operating expenses		85,103			316,253			—			401,356
Operating income		41,934			28,765			—			70,699
Non-operating (expense) income:
Interest expense, net		(15,496	)		(24,496	)		(36,986	)(I)		(76,978	)
Write off of deferred financing costs		—			(1,048	)		—			(1,048	)
Loss on extinguishment of debt		(4,366	)		—			—			(4,366	)
Other (expense) income, net		(93	)		—			—			(93	)
Total non-operating expense, net		(19,955	)		(25,544	)		(36,986	)		(82,485	)
Income (loss) before income taxes and equity in net losses of affiliate		21,979			3,221			(36,986	)		(11,786	)
Income tax (expense) benefit		(4,519	)		(1,120	)		14,055	(D)		8,416
Net income (loss)	$	17,460		$	2,101		$	(22,931	)	$	(3,370	)

P-9

Unaudited Citadel Pro Forma Basis Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2010

	December 31, 2010
													Citadel
	Cumulus			Predecessor			Successor			Combined			Pro Forma			Citadel
	Media			Citadel			Citadel			Citadel			Basis			Pro Forma
	Historical			Historical(M)			Historical(M)			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	259,187		$	295,424		$	444,142		$	739,566		$	—		$	998,753
Management fees		4,146			—			—			—			—			4,146
Net revenues		263,333			295,424			444,142			739,566			—			1,002,899
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			194,685			278,231			472,916			—			632,723
Depreciation and amortization		9,098			11,365			58,564			69,929			20,204	(K)		99,231
LMA fees		2,054			455			379			834			—			2,888
Corporate general and administrative expenses		18,519			8,929			26,394			35,323			6,500	(G)		60,342
Loss on sale of assets		—			859			271			1,130			—			1,130
Realized loss on derivative instrument		1,957			—			—			—			—			1,957
Impairment of intangible assets and goodwill		671			—			—			—			—			671
Other operating (expenses) income		—			(5	)		7,215			7,210			—			7,210
Total operating expenses		192,106			216,288			371,054			587,342			26,704			806,152
Operating income (loss)		71,227			79,136			73,088			152,224			(26,704	)		196,747
Non-operating (expense) income:
Interest expense, net		(30,307	)		(17,771	)		(46,349	)		(64,120	)		(59,090	)(I)		(153,517	)
Terminated transaction expense		(7,847	)		—			—			—			—			(7,847	)
Other income (expense), net		108			1,014,077			(20,969	)		993,108			(993,108	)(K)		108
Total non-operating (expense) income, net		(38,046	)		996,306			(67,318	)		928,988			(1,052,198	)		(161,256	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			1,075,442			5,770			1,081,212			(1,078,902	)		35,491
Income tax (expense) benefit		(3,779	)		(5,737	)		(7,553	)		(13,290	)		24,633	(D)		7,564
Net income (loss)	$	29,402		$	1,069,705		$	(1,783	)	$	1,067,922		$	(1,054,269	)	$	43,055

P-10

Unaudited Citadel Pro Forma Basis Condensed Consolidated Balance Sheet as of June 30, 2011

							Citadel
	Cumulus						Pro Forma			Citadel
	Media			Citadel			Basis			Pro Forma
	Historical			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	29,553		$	104,803		$	(3,475	)(I)	$	130,881
Restricted cash		600			2,400			—			3,000
Accounts receivable, less allowance for doubtful accounts		40,603			140,554			(2,931	)(N)		178,226
Trade receivable		4,149			1,847			—			5,996
Deferred tax asset		—			12,049			—			12,049
Prepaid expenses and other current assets		4,243			17,488			—			21,731
Total current assets		79,148			279,141			(6,406	)		351,883
Property and equipment, net		37,981			196,008			—			233,989
Intangible assets, net		170,745			1,075,891			—			1,220,805
Goodwill		60,422			763,849			274,946	(F)		1,099,217
Deferred Financing costs		17,433			17,988			18,338	(I)		53,759
Other assets		1,472			19,477			—			46,780
Total assets	$	367,201		$	2,352,354		$	286,878		$	3,006,433
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	28,687		$	48,537		$	(6,542	)(N)	$	70,682
Trade payable		4,074			1,313			—			5,387
Total current liabilities		32,761			49,850			(6,542	)(N)		76,069
Long-term debt		610,000			696,500			945,152	(I)		2,251,652
Other liabilities		17,887			54,068			—			71,955
Deferred income taxes		29,029			255,756			—			284,785
Total liabilities		689,677			1,056,174			938,610			2,684,461
Stockholders’ equity (deficit):
Class A common stock		596			5			2,051	(L)		2,652
Class B common stock		58			19			(19	)(F)		58
Class C common stock		6			—			—			6
Successor equity held in reserve		—			7,887			(7,887	)(F)		—
Treasury stock, at cost		(251,148	)		(6,575	)		6,575			(251,148	)
Additional paid-in-capital		959,885			1,294,526			(606,757	)(O)		1,647,654
(Accumulated deficit) Retained earnings		(1,031,873	)		318			(45,695	)(O)		(1,077,250	)
Total stockholders’ (deficit) equity		(322,476	)		1,296,180			(651,732	)		321,972
Total liabilities and stockholders’ equity (deficit)	$	367,201		$	2,352,354		$	286,878		$	3,006,433

P-11

Unaudited Overall Pro Forma Basis Condensed Consolidated Statement of Operations
for the Six Months Ended June 30, 2011

																Citadel
																Pro Forma
							CMP									and Global
	Cumulus						Pro Forma			CMP						Refinancing			Overall
	Media			CMP			Basis			Pro Forma			Citadel			Basis			Pro Forma
	Historical			Historical			Adjustments			Basis			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	124,787		$	88,007		$	(3,756	)(A)	$	209,038		$	345,018		$			$	554,056
Management fees		2,250			—			(2,000	)(B)		250			—			—			250
Net revenues		127,037			88,007			(5,756	)		209,288			345,018			—			554,306
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		76,713			50,131			(3,073	)(A)		123,771			233,032			—			356,803
Depreciation and amortization		4,012			3,899			(877	)(A)		7,034			46,117			—			53,151
LMA fees		1,141			(90	)		—			1,051			208			—			1,259
Corporate general and administrative expenses		17,271			5,004			(3,072	)(A,B)		19,203			27,818			—			47,021
(Gain) loss on exchange of assets or stations		(15,278	)		—			—			(15,278	)		404			—			(14,874	)
Realized loss on derivative instrument		1,244			—			—			1,244			—			—			1,244
Other operating expenses		—			—			—			—			8,674						8,674
Total operating expenses		85,103			58,944			(7,022	)		137,025			316,253			—			453,278
Operating income		41,934			29,063			1,266			72,263			28,765			—			101,028
Non-operating expense:
Interest expense, net		(15,496	)		(12,165	)		(5,926	)(A,C)		(33,587	)		(24,496	)		(42,883	)(I)		(100,966	)
Write off of deferred financing costs														(1,048	)					(1,048	)
Loss on extinguishment of debt		(4,366	)								(4,366	)								(4,366	)
Other (expense) income, net		(93	)		(271	)		131			(233	)		—			—			(233	)
Total non-operating expense, net		(19,955	)		(12,436	)		(5,795	)		(38,186	)		(25,544	)		(42,883	)		(106,613	)
Income (loss) before income taxes and equity in net losses of affiliate		21,979			16,627			(4,529	)		34,077			3,221			(42,883	)		(5,585	)
Income tax (expense) benefit		(4,519	)		(8,279	)		3,473	(A,D)		(9,325	)		(1,120	)		16,295	(D)		5,850
Net income (loss)	$	17,460		$	8,348		$	(1,056	)	$	24,752		$	2,101		$	(26,588	)	$	265

P-12

Unaudited Overall Pro Forma Basis Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2010

																						Citadel
																						Pro Forma
							CMP															and Global
	Cumulus						Pro Forma			CMP			Predecessor			Successor			Combined			Refinancing			Overall
	Media			CMP			Basis			Pro Forma			Citadel			Citadel			Citadel			Basis			Pro Forma
	Historical			Historical			Adjustments			Basis			Historical(M)			Historical(M)			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Broadcast revenues	$	259,187		$	188,718		$	(7,043	)(A)	$	440,862		$	295,424		$	444,142		$	739,566		$	—		$	1,180,428
Management fees		4,146			—			(4,000	)(B)		146			—			—			—			—			146
Net revenues		263,333			188,718			(11,043	)		441,008			295,424			444,142			739,566			—			1,180,574
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			103,103			(6,086	)(A)		256,824			194,685			278,231			472,916			—			729,740
Depreciation and amortization		9,098			8,576			(1,780	)(A)		15,894			11,365			58,564			69,929			20,204	(K)		106,027
LMA fees		2,054			—			—			2,054			455			379			834			—			2,888
Corporate general and administrative expenses		18,519			8,397			(5,138	)(A,B)		21,778			8,929			26,394			35,323			6,500	(G)		63,601
Loss on sale of assets		—			29			—			29			859			271			1,130			—			1,159
Realized loss on derivative instrument		1,957			—			—			1,957			—			—			—			—			1,957
Impairment of intangible assets and goodwill		671			3,296			(3,296	)(A)		671			—			—			—			—			671
Other operating expenses		—			—			—			—			(5	)		7,215			7,210			—			7,210
Total operating expenses		192,106			123,401			(16,300	)		299,207			216,288			371,054			587,342			26,704			913,253
Operating income (loss)		71,227			65,317			5,257			141,801			79,136			73,088			152,224			(26,704	)		267,321
Non-operating (expense) income:
Interest expense, net		(30,307	)		(28,171	)		(12,357	)(A,C)		(70,835	)		(17,771	)		(46,349	)		(64,120	)		(68,301	)(I)		(203,256	)
Terminated transaction expense		(7,847	)		—			—			(7,847	)		—			—			—			—			(7,847	)
Other income (expense), net		108			349			(350	)(A)		107			1,014,077			(20,969	)		993,108			(993,108	)(K)		107
Total non-operating (expense) income, net		(38,046	)		(27,822	)		(12,707	)		(78,575	)		996,306			(67,318	)		928,988			(1,061,409	)		(210,996	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			37,495			(7,450	)		63,226			1,075,442			5,770			1,081,212			(1,088,113	)		56,325
Income tax (expense) benefit		(3,779	)		(18,210	)		7,836	(A,D)		(14,153	)		(5,737	)		(7,553	)		(13,290	)		28,134	(D)		691
Net income (loss)	$	29,402		$	19,285		$	386		$	49,073		$	1,069,705		$	(1,783	)	$	1,067,922		$	(1,059,979	)	$	57,016

P-13

Unaudited Overall Pro Forma Basis Condensed Consolidated Balance Sheet
as of June 30, 2011

																Citadel
							CMP									and Global
	Cumulus						Pro Forma			CMP						Refinancing			Overall
	Media			CMP			Basis			Pro Forma			Citadel			Pro Forma Basis			Pro Forma
	Historical			Historical			Adjustments			Basis			Historical(M)			Adjustments			Basis
	(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	29,553		$	16,133		$	(1,481	)(A,C)	$	44,205		$	104,803		$	(30,123	)(I)	$	118,885
Restricted cash		600			600			—			1,200			2,400			—			3,600
Accounts receivable, less allowance for doubtful accounts		40,603			36,052			(1,434	)(A)		75,221			140,554			(2,931	)(N)		212,844
Trade receivable		4,149			1,245			(13	)		5,381			1,847			—			7,228
Deferred tax asset		—			—			—			—			12,049			—			12,049
Prepaid expenses and other current assets		4,243			6,390			(766	)(A,B)		9,867			17,488			—			27,355
Total current assets		79,148			60,420			(3,694	)		135,874			279,141			(33,054	)		381,961
Property and equipment, net		37,981			22,765			(4,951	)(A)		55,795			196,008			—			251,803
Intangible assets, net		170,745			242,919			3,804	(A,E)		417,468			1,075,891			—			1,467,528
Goodwill		60,422			79,700			447,821	(E,J)		587,943			763,849			274,946	(F)		1,626,738
Deferred financing costs		17,433			3,935			(130	)(A,C)		21,238			17,988			14,533	(I)		53,759
Long-term investments		—			4,000			2,400	(E)		6,400			—			—			6,400
Other assets		1,472			324			(45	)(A)		1,751			19,477			—			47,059
Total assets	$	367,201		$	414,063		$	445,205		$	1,226,469		$	2,352,354		$	256,425		$	3,835,248
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	28,687		$	22,853			(11,737	)(A,B)	$	39,803			48,537			(7,424	)(N)	$	80,916
Trade payable		4,074			1,065			—			5,139			1,313			—			6,452
Derivative instrument		—			—			—			—			—			—			—
Current portion of long-term debt		—			93,228			(86,228	)(A,C)		7,000			—			(7,000	)(I)		—
Total current liabilities		32,761			117,146			(97,965	)		51,942			49,850			(14,424	)		87,368
Long-term debt		610,000			612,234			—			1,222,234			696,500			964,311	(I)		2,883,045
Other liabilities		17,887			7,536			(1,508	)(A)		23,915			54,068			(1,485	)(I)		76,498
Deferred income taxes		29,029			85,839			7,234	(E)		122,102			255,756			—			377,858
Total liabilities		689,677			822,755			(92,239	)		1,420,193			1,056,174			948,402			3,424,769
Stockholders’ equity (deficit):
Class A common stock		596			—			116	(L)		712			5			2,051	(L)		2,652
Class B common stock		58			—			—			58			19			(19	)(F)		58
Class C common stock		6			—			—			6			—			—			6
Class D common stock		—			—			66	(L)		66			—			—			66
Successor equity held in reserve		—			—			—			—			7,887			(7,887	)(F)		—
Treasury stock, at cost		(251,148	)		—			—			(251,148	)		(6,575	)		6,575			(251,148	)
Additional paid-in-capital		959,885			310,850			(232,723	)(A,E)		1,038,012			1,294,526			(606,757	)(0)		1,725,781
(Accumulated deficit) Retained earnings		(1,031,873	)		(787,019	)		798,655	(C,E)		(1,020,237	)		318			(47,133	)(0)		(1,067,052	)
Noncontrolling interest		—			67,477			(28,670	)(J)		38,807			—			(38,807	)(J)		—	(J)
Total stockholders’ (deficit) equity		(322,476	)		(408,692	)		537,444			(193,724	)		1,296,180			(691,977	)		410,479
Total liabilities and stockholders’ equity (deficit)	$	367,201		$	414,063		$	445,205		$	1,226,469		$	2,352,354		$	256,425		$	3,835,248

P-14

Footnotes to Pro Forma Adjustments

A.  Adjustments to reflect the KC Restructuring. On February 4, 2011, CMP, CMP Susquehanna Holdings Corp., a wholly-owned subsidiary of CMP and the parent company of Radio Holdings (“Radio Holdco”) and CMP KC, LLC, a wholly owned subsidiary of CMP (“KC LLC”), entered into a restructuring support agreement (the “KC Restructuring Agreement”) with the lenders under KC LLC’s credit facility (the “CMP KC Credit Facility”) regarding a restructuring of KC LLC’s debt (the “KC Restructuring”). The KC Restructuring is expected to be implemented through a pre-packaged plan of reorganization filed with the United States Bankruptcy Court for the District of Delaware (the “Pre-packaged Bankruptcy Proceeding”). Cumulus Media expects that the Pre-packaged Bankruptcy Proceeding will occur, and the KC Restructuring is contemplated to be completed, during the second half of 2011. If the KC Restructuring is completed in accordance with the terms and conditions of the KC Restructuring Agreement, among other things: (1) Radio Holdco will distribute all of the outstanding common stock of Radio Holdings to CMP; (2) KC LLC’s outstanding debt and owners’ interest of $96.4 million at June 30, 2011 will be reduced to $20 million; (3) all of the equity of Radio Holdco will be transferred to the lenders under the CMP KC Credit Facility or their nominee; and (4) Cumulus Media will continue to manage the radio stations of KC LLC through the end of 2011, at which time the management agreement with respect thereto will be subject to annual renewal thereafter.

Because Cumulus Media does not expect that CMP will have a continuing ownership interest in KC LLC upon consummation of the KC Restructuring, pro forma adjustments have been made to exclude KC LLC’s financial condition and results of operations as of and for the six months ended June 30, 2011 and for the year ended December 31, 2010 from CMP’s corresponding historical results of operations and financial condition in the accompanying unaudited pro forma condensed consolidated financial information, and these related footnotes.

B.  Adjustments to reflect the termination of the CMP Management Agreement and write off of deferred financing fees and debt discount, net of tax. Prior to the completion of the CMP Acquisition, Cumulus Media managed the CMP business pursuant to a management agreement (the “CMP Management Agreement”). Under the terms of the CMP Management Agreement, CMP was required to pay to Cumulus Media the greater of $4.0 million or 4% of Radio Holdco’s adjusted EBITDA on an annual basis. Such amount has been eliminated in the consolidated pro forma statements of operations. At June 30, 2011, Cumulus Media had deferred revenue of $1.0 million and CMP had prepaid expenses of $1.0 million related to this agreement. Upon the closing of the CMP Acquisition, the CMP Management Agreement was terminated.

(Dollars in thousands)
CMP and Overall Pro Forma Basis Balance Sheet as of June 30, 2011 Adjustments:
Elimination of prepaid management fee and deferred revenue:
Pro forma adjustment to line item, “Prepaid expenses and other current assets”	$	1,000
Pro forma adjustment to line item, “Accounts payable and accrued expenses”	$	1,000
CMP and Overall Pro Forma Basis Statement of Operations for the Six Months Ended June 30, 2011 Adjustments:
Elimination of management fee income and expense:
Pro forma adjustment to line item, “Management fees”	$	2,000
Pro forma adjustment to line item, “Corporate general and administrative expenses”	$	2,000
CMP and Overall Pro Forma Basis Statement of Operations for the Year Ended December 31, 2010 Adjustments:
Elimination of 2011 management fee income and expense:
Pro forma adjustment to line item, “Management fees”	$	4,000
Pro forma adjustment to line item, “Corporate general and administrative expenses”	$	4,000

C.  Adjustments to reflect issuance of the 2019 Notes. Pro forma adjustments reflect amortization of the deferred financing costs associated with the issuance of the 2019 Notes for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. Deferred financing fees are amortized through interest expense using the effective interest method. As a result, interest expense on a CMP Pro Forma Basis was $33.6 million and $70.8 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively.

P-15

			For the
			Six Months			For the
			Ended			Year Ended
			June 30,			December 31,
Pro Forma Basis Statements of Operations Adjustments	Interest Rate		2011			2010
			(Dollars in thousands)
Pro Forma Basis Interest Expense:
2019 Notes		7.75%	$	23,638		$	47,275
CMP (excluding KC LLC) debt interest expense		n/a		9,036			22,137
Amortization of deferred financing fees and related amortization		n/a		913			1,423
			$	33,587	a	$	70,835	a

(a) Represents pro forma interest expense for the respective periods presented, which is equal to the historical interest expense of Cumulus Media and CMP plus the adjustments for pro forma additional interest expense as set out below:

	For the
	Six Months		For the
	Ended		Year Ended
	June 30,		December 31,
	2011		2010
	(Dollars in thousands)
Historical Cumulus Media interest expense	$	15,496	$	30,307
Historical CMP interest expense (excluding KC LLC)		9,036		22,137
Combined historical Cumulus Media and CMP (excluding KC LLC) interest expense	$	24,532	$	52,444
Interest expense on a CMP Pro Forma Basis		33,587		70,835
Interest expense adjustment on a CMP Pro Forma Basis	$	9,055	$	18,391

D.  Adjustments to reflect income tax impacts of pro forma adjustments. Adjustments to reflect the income tax impacts resulting from the pro forma adjustments to the condensed consolidated statements of operations and balance sheets based on an estimated combined federal and state statutory income tax rate of 38.0% are set forth below:

	For the
	Six Months		For the
	Ended		Year Ended
	June 30,		December 31,
	2011		2010
	(Dollars in thousands)
CMP Pro Forma Basis Income Tax (Expense) Benefit:
Pro forma interest expense adjustments (see note C)	$	9,055	$	18,391
Assumed combined federal and state statutory income tax rate		38%		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	3,441	$	6,989
Citadel Pro Forma Basis Income Tax (Expense) Benefit:
Pro forma interest expense adjustments	$	36,986	$	59,090
Pro forma corporate general and administrative expense adjustment (see note G)		—		6,500
Pro forma depreciation and amortization adjustments (Citadel Pro Forma Basis) (see note K)		—		20,204
Pro forma net debt extinguishment adjustment (see note K)		—		(20,969	)
	$	36,986	$	64,825
Assumed combined federal and state statutory income tax rate		38%		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	14,055	$	24,633
Overall Pro Forma Basis Income Tax (Expense) Benefit:
Pro forma interest expense adjustments	$	42,883	$	68,301
Pro forma corporate general and administrative adjustment (see note G)		—		6,500
Pro forma depreciation and amortization adjustments (Overall Pro Forma Basis) (see note K)		—		20,204
Pro forma net debt extinguishment adjustment (see note K)		—		(20,969	)
	$	42,883	$	74,036
Assumed combined federal and state statutory income tax rate		38%		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	16,295	$	28,134

P-16

	As of
	June 30,
	2011
Citadel Pro Forma Basis:
Historical Citadel deferred financing costs	$	17,988
Severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition		24,200
Make-whole provision related to redemption of Citadel senior notes due 2018 (the “Citadel Senior Notes”)		31,000
Total to be tax effected		73,188
Assumed combined federal and state statutory income tax rate		38%
Tax effect impacting Citadel Pro Forma Basis adjustment to line item, “Accumulated deficit”(a)	$	27,811

	As of
	June 30,
	2011
Overall Pro Forma Basis:
Historical CMP deferred financing costs	$	3,805
Historical Citadel deferred financing costs		17,988
Historical liability related to future interest payments recorded resultant from CMP’s 2009 debt exchange (the “2009 CMP Exchange Offer”) and debt issuance costs		(1,485	)
Severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition		24,200
Make-whole provision related to redemption of Citadel Senior Notes		31,000
Total to be tax effected		75,508
Assumed combined federal and state statutory income tax rate		38%
Tax effect impacting Overall Pro Forma Basis adjustment to line item, “Accumulated deficit”(a)	$	28,693

(a) Refer to Note O for reconciliation of Accumulated deficit.

E.  Adjustments to reflect the CMP Acquisition. The CMP Acquisition resulted in the issuance by Cumulus Media of 9,945,714 shares of its common stock and the elimination of CMP and KC LLC’s historical members’ equity. The amount reflected in retained earnings (accumulated deficit) in the accompanying unaudited pro forma condensed consolidated balance sheet includes the gain recognized on Cumulus Media’s existing equity interest in CMP. The gain of $11.6 million is the difference between the estimated fair value of Cumulus Media’s investment in CMP immediately prior to the completion of the CMP Acquisition and the book value of such investment, which had been reduced to zero in Cumulus Media’s historical consolidated financial statements as a result of CMP’s accumulated historical losses.

The following table sets forth a preliminary purchase price allocation for the CMP Acquisition as of June 30, 2011 (dollars in thousands):

Equity consideration paid in CMP Acquisition	$	78,309	a
Fair value of non-controlling interests—preferred stock		24,077	b
Assumption of debt		619,234	c
Total purchase price	$	721,620
Fair value of Cumulus Media’s equity interest in CMP immediately prior to the completion of the CMP Acquisition		11,636	e
Total fair value for allocation	$	733,256
Current assets		56,726	d
Intangible assets		246,723	f
Plant, property and equipment, net		17,814	d
Other assets		10,484	d
Current liabilities		(12,181	)d
Other long-term liabilities		(6,028	)d
Deferred income tax liabilities		(93,073	)g
Allocation to goodwill		512,791	h
Total purchase price allocation	$	733,256

(a) Represents the estimated fair value (based on a price per share of Cumulus Media Class A common stock of $3.51, the closing price of such common stock on the Nasdaq Global Select Market on

P-17

	August 1, 2011, the closing date of the CMP Acquisition) of 9,945,714 shares of Cumulus Media common stock issued to the CMP Sellers. In addition, includes $43.4 million of Cumulus Media Class A common stock issuable upon exercise of warrants to purchase shares of common stock of a subsidiary of CMP, which were amended in connection with the CMP Acquisition to become exercisable for shares of Cumulus Media Class D common stock.
(b)	Represents the estimated fair value of the non-controlling interest in preferred stock, and warrants to purchase common stock, of Radio Holdings currently held by third parties after the completion of the CMP Acquisition.
(c)	Consists of $7.0 million of short-term debt under that certain term loan and revolving credit agreement (the “CMPSC Credit Agreement”) of CMP Susquehanna Corporation, a wholly owned subsidiary of CMP (“CMPSC”), $586.1 million of long-term debt pursuant to the CMPSC Credit Agreement and an aggregate amount of $26.1 million related to CMPSC’s 9.875% senior subordinated notes due 2014 (the “CMP 9.875% Notes”) and Variable Rate Senior Secured Notes due 2014 (the “CMP 2014 Notes”) .
(d)	Represents the book value of CMP, adjusted as follows:

CMP historical current assets	$	60,420
Exclusion of KC LLC (see note A)		(2,694	)
Elimination of amounts related to CMP Management Agreement (see note B)		(1,000	)
Current assets for CMP Acquisition purchase price allocation	$	56,726
CMP historical plant property and equipment	$	22,765
Exclusion of KC LLC (see note A)		(4,951	)
Plant, property and equipment for CMP Acquisition purchase price allocation	$	17,814
Deferred financing costs and other assets	$	4,259
Long-term investments		4,000
Exclusion of KC LLC (see note A)		(175	)
Fair value adjustment to CMP’s investment in San Francisco Giants		2,400
Other assets for CMP Acquisition purchase price allocation	$	10,484
CMP historical current liabilities, excluding short-term debt	$	23,918
Exclusion of KC LLC (see note A)		(10,737	)
Elimination of amounts related to CMP Management Agreement (see note B)		(1,000	)
Current liabilities for CMP Acquisition purchase price allocation	$	12,181
CMP historical other long-term liabilities	$	7,536
Exclusion of KC LLC (see note A)		(23	)
Elimination of accrued bond interest		(1,485	)
Other long-term liabilities for CMP Acquisition purchase price allocation	$	6,028

(e)	Represents the estimated fair value of Cumulus Media’s previously existing equity interest in CMP, which was not acquired in the CMP Acquisition.
(f)	Includes an adjustment of $19.0 million to fair value of CMP’s FCC license intangible assets. The adjustment is based upon fair value information as of June 30, 2011.
(g)	The historical deferred income tax assets of CMP were adjusted by the FCC license intangible assets’ fair value adjustment of $19.0 million multiplied by an estimated combined federal and state statutory income tax rate of 38%:

Pro forma adjustment to fair value the FCC license intangible assets	$	19,037
Assumed combined federal and state statutory income tax rate		38%
Pro forma adjustment to line item, “Deferred income taxes“	$	7,234

(h) Represents allocation to goodwill resulting from the CMP Acquisition. Below is a reconciliation of CMP historical goodwill as of June 30, 2011 and the CMP Pro Forma Basis goodwill adjustment resulting from the CMP Acquisition:

P-18

CMP Preliminary purchase price allocation to goodwill as of June 30, 2011	$	512,791
Less: Existing CMP goodwill balance at June 30, 2011		79,700
CMP Pro Forma Basis goodwill adjustment	$	433,091

F.  Adjustments to reflect the Citadel Acquisition. For purposes of this unaudited pro forma condensed consolidated financial information, Cumulus Media has assumed that the merger consideration will consist of a payment of $1,254.9 million in cash (which represents the arithmetic mean, or “midpoint,” of the amount of cash which would be payable to holders of Citadel common stock and warrants in each of the Maximum Stock Scenario and the Maximum Cash Scenario), and the issuance of 114,574,365 shares of Cumulus Class A common stock (which represents the arithmetic mean, or “midpoint,” of the number of shares of Cumulus Media Class A common stock that would be issued to holders of Citadel common stock and warrants in each of the Maximum Stock Scenario and the Maximum Cash Scenario, and has further assumed that all of the equity consideration payable in the Citadel Acquisition would be in the form of Cumulus Media Class A common stock), which shares have an assumed aggregate value of $316.2 million (based on an assumed price per share of Cumulus Media common stock of $2.76, the closing price of such common stock on the Nasdaq Global Select Market on August 22, 2011, the most recent practicable date). Because applicable accounting guidance prohibits the inclusion of the impact of any cash flow from operations generated by CMP or expected to be generated by Citadel prior to the closing date of each respective transaction in this unaudited condensed consolidated pro forma financial information, and also prohibits the inclusion of any expected cost synergies related thereto, in the event of the Maximum Cash Scenario, an additional $70.0 million of borrowings under the revolving credit facility under the Acquisition Credit Facility and a corresponding increase of $1.9 million and $3.9 million in interest expense for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, would be required to fund such payments, and would also be included in the presentation on an Overall Pro Forma Basis.

The final adjustment to reflect the issuance of Cumulus Media common stock in the Citadel Acquisition will depend upon the actual number of shares of Cumulus Media common stock issued and the market price thereof on the closing date, and could be materially different from that presented herein. The Citadel Acquisition will also result in the elimination of Citadel’s historical equity, including $7.9 million of successor equity held in reserve. Cumulus Media has also eliminated $2.9 million of intercompany receivables and payables. However, due to the related intercompany revenue and expense being recorded in the same line item category, no elimination is required for the statement of operations.

The cash portion of the purchase price in the Citadel Acquisition is expected to be funded pursuant to the Global Refinancing. The Overall Pro Forma Basis adjustments include an assumed $25.3 million in payments received pursuant to the acceleration and cashless exercise provisions relating to options to purchase Citadel common stock (and unvested restricted common stock) pursuant to the agreement

P-19

governing the terms and conditions of the Citadel Acquisition (the “merger agreement”). Additional information is set forth below:

(Dollars in thousands)
Cash consideration to Citadel stockholders and warrant holders	$	1,254,901	a
Equity consideration to Citadel stockholders and warrant holders		316,225	a
Assumption of debt		696,500
Total purchase price	$	2,267,626
Current assets	$	279,141
Intangible assets		1,050,060
Plant, property and equipment, net		196,008
Other assets		63,296
Current liabilities		(49,850	)
Other long-term liabilities		(54,068	)
Deferred tax liabilities		(255,756	)
Allocation to goodwill		1,038,795	b
Total purchase price allocation	$	2,267,626

(a)	In accordance with the terms of the merger agreement, the amount of cash and Cumulus Media common stock to be issued in the Citadel Acquisition may vary depending upon certain elections made (or deemed to be made) by Citadel stockholders and warrant holders, subject to certain maximum amounts.
(b)	Represents additional goodwill generated by the Citadel Acquisition at June 30, 2011 as follows:

Citadel preliminary purchase price allocation to goodwill	$	1,038,795
Less: Existing Citadel goodwill balance		763,849
Citadel Pro Forma Basis goodwill adjustment	$	274,946

G.

Adjustment to recognize additional severance and retention bonuses to be paid to Citadel employees and executives in connection with the Citadel Acquisition. Severance amounts of $17.7 million and retention bonuses of $13.0 million were negotiated as a part of the merger agreement, or will otherwise be due under preexisting agreements, and will be accounted for in accordance with ASC 805, Business Combinations. Retention bonuses of $6.5 million for pre-acquisition services will be payable as of the date of the closing of the Citadel Acquisition and are reflected in the Overall Pro Forma Basis Condensed Consolidated Balance Sheet. The remaining $6.5 million of retention bonuses for post-acquisition services will be payable subsequent to the closing of the Citadel Acquisition and are reflected in the Overall Pro Forma Basis Condensed Consolidated Statements of Operations.

H.

Adjustments to reflect Equity Investment. Pursuant to the terms of the Investment Agreement, Cumulus Media has agreed to sell up to $500.0 million, in the aggregate, of its equity securities to the Investors, net of fees of $21.4 million. To the extent that the consideration payable in the Citadel Acquisition requires the payment of cash in an amount less than the Maximum Cash Scenario, the Investors’ commitments will be reduced, subject to a minimum investment of $395.0 million. In addition, under certain circumstances in which Cumulus Media does not require MIHI LLC’s full investment to consummate the Citadel Acquisition, MIHI LLC may elect to reduce its investment by an equivalent amount. Based on the assumed cash consideration payable to Citadel stockholders of $1,254.9 million, the value of the equity securities to be sold pursuant to the Investment Agreement is $373.6 million, net of fees of $21.4 million.

This Investment Agreement provides that MIHI LLC may, at its option, elect to receive up to its full $125.0 million commitment amount in shares of a newly created class of perpetual redeemable, non-convertible preferred stock. This preferred stock would pay dividends at a rate of 10% per annum for the first six months from issuance, 14% per annum through the second anniversary of issuance, 17% per annum plus the positive change in LIBOR from the closing of the Equity Investment to each even-numbered anniversary thereof (the “LIBOR Increase Amount”) through the fourth anniversary of issuance, and 20% per annum plus the LIBOR Increase Amount thereafter. Dividends would be payable in cash but,

P-20

at the option of Cumulus Media, up to 50% of the dividends could be paid-in-kind. Assuming MIHI LLC elected to receive $125.0 million of its investment in preferred stock and Cumulus Media paid cash dividends thereon, the Overall Pro Forma Basis financial information would have reflected dividend interest expense of $15.2 million, of which $7.6 million would be payable in cash. This redeemable preferred stock would be classified as a liability and any related dividend would be recorded in the statement of operations.

I.  Adjustments to reflect the debt to be incurred pursuant to the Global Refinancing. In connection with the repayment of the outstanding indebtedness of each of Cumulus Media, CMP (excluding KC LLC) and Citadel contemplated by the Global Refinancing, the debt of Cumulus Media, CMP and Citadel will be eliminated. Additionally, $1.5 million of non-cash accrued interest on exchanged notes related to the CMPSC Credit Agreement has been eliminated in the accompanying unaudited pro forma condensed consolidated financial information. As a result, interest expense on an Overall Pro Forma Basis is $101.0 million and $203.3 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. Cumulus Media expects to record deferred financing fees of $53.8 million and debt discount of $25.1 million and related amortization of $4.6 million and $10.5 million for the six months ended June 30, 2011 and for the year ended December 31, 2010, respectively, in connection with the Global Refinancing.

Overall Pro Forma Balance Sheet Adjustments	Amounts
	(Dollars in thousands)
Change in current portion of Long-Term Debt:
Current portion of long-term debt:
Elimination of CMP current portion of debt related to term loan under CMPSC Credit Agreement	$	(93,228	)
Exclusion of KC LLC historical financial condition		86,228

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Overall Pro Forma Balance Sheet Adjustments	Amounts
	(Dollars in thousands)
Overall Pro Forma Basis adjustment	$	(7,000	)
Change in Long-Term Debt:
Acquisition Credit Facility:
First lien term loan		1,325,000
Second lien term loan		790,000
Revolving credit facility		183,145
Debt discount on Acquisition Credit Facility		(25,100	)
Total Acquisition Credit Facility, net of debt discount		2,273,045
Repayment of outstanding amounts under CMPSC Credit Agreement		(586,073	)
Repayment of CMP 9.875% Notes and CMP 2014 Notes		(26,161	)
Repayment of outstanding amounts under Citadel’s term loan and revolving credit facilities (the “Citadel Credit Facilities”)		(296,500	)
Repayment of Citadel Senior Notes		(400,000	)
Overall Pro Forma Basis long-term debt adjustment	$	964,311
Change in Deferred Financing Costs:
Deferred financing costs under CMPSC Credit Agreement	$	(3,935	)
Deferred financing costs under Citadel Credit Facilities		(17,988	)
Deferred financing costs associated with Acquisition Credit Facility		36,326	(a)
Exclusion of KC LLC deferred financing costs		130
Overall Pro Forma Basis adjustment to line item, “Deferred financing costs”	$	14,533
Change in Cash and Cash Equivalents:
Proceeds from borrowings under Acquisition Credit Facility, net of $25.1 million of debt discount	$	2,273,045
Proceeds from Equity Investment, net		373,600
Redemption of Radio Holdings preferred stock		(38,807	)
Repayment of existing Cumulus Media, CMP and Citadel debt at June 30, 2011		(1,315,734	)
Cash payments to Citadel stockholders and warrant holders		(1,254,901	)
Make whole provision payment pursuant to Citadel Senior Notes		(31,000	)
Deferred financing costs associated with Acquisition Credit Facility		(36,326	)(a)
Overall Pro Forma Basis adjustment to line item, “Cash and cash equivalents”	$	(30,123	)

(a) Represents debt issuance costs incurred related to the Global Refinancing as set forth below (assumes the Acquisition Credit Facility is closed on September 16, 2011):

2019 Notes (actual) and Acquisition Credit Facility debt issuance costs	$	17,433
Additional Acquisition Credit Facility fees:
Commitment fee		29,112
Upfront fee		3,000
Ticking fee		4,214
		36,326
Total debt issuance costs to be incurred	$	53,759

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				For the
				Six Months			For the
				Ended			Year Ended
	Pro Forma			June 30,			December 31,
Overall Pro Forma Basis Statement Of Operations Adjustments	Interest Rate			2011			2010
	(Dollars in thousands)
Pro forma interest expense:
2019 Notes		7.75%	(a)	$	23,638		$	47,275
First lien term loan under Acquisition Credit Facility		5.75%	(b)		38,094			76,188
Second lien term loan under Acquisition Credit Facility		7.50%	(b)		29,625			59,250
Revolving credit facility under Acquisition Credit Facility		5.50%	(c)		5,036			10,073
Amortization of deferred financing fees and original issue discount		n/a			4,573			10,471
Overall Pro Forma Basis adjustment to line item “Interest expense, net”				$	100,966	(d)	$	203,256	(d)

(a)	Actual interest rate on 2019 Notes.
(b)	In accordance with the commitment by the agents and lenders under the Acquisition Credit Facility (the “Debt Commitment”), there is expected to be a 1.25% and 1.5% LIBOR floor on first and second lien term loans thereunder, respectively. Due to the 30 day LIBOR rate being below the respective floors as of the most recent practicable date, Cumulus Media used the respective floors plus a spread of 450 basis points and 600 basis points, the spread provided for such loans in the Debt Commitment, for the first and second lien term loans, respectively, to determine, on an Overall Pro Forma Basis, the interest rate.
(c)	In accordance with the Debt Commitment, there is expected to be a 1.0% LIBOR floor on borrowings under the revolving credit facility. Due to the 30 day LIBOR rate being below this floor as of the most recent practicable date, Cumulus Media used this floor plus a spread of 450 basis points, the spread provided for such loans in the Debt Commitment, to determine, on an Overall Pro Forma Basis, the interest rate.
(d)	Represents interest expense on an Overall Pro Forma Basis for the periods presented, respectively, which is equal to the historical interest expense for Cumulus Media, CMP and Citadel for the periods presented, plus the additional interest expense pro forma adjustment as set forth below:

	For the
	Six Months			For the
	Ended			Year Ended
	June 30,			December 31,
	2011			2010
Interest expense on an Overall Pro Forma Basis	$	100,966		$	203,256
Historical Cumulus Media interest expense		15,496			30,307
Historical CMP interest expense		12,165			28,171
Historical Citadel interest expense		24,496			64,120
Less: Combined historical Cumulus Media, CMP and Citadel interest expense		52,157			122,598
Interest expense adjustment on an Overall Pro Forma Basis	$	48,809	e	$	80,658	f

(e)	Consists of $5.9 million and $42.9 million of pro forma interest expense adjustments on a CMP Pro Forma Basis and an Overall Pro Forma Basis, respectively, for the six months ended June 30, 2011.
(f)	Consists of $12.4 million and $68.3 million of pro forma interest expense adjustments on a CMP Pro Forma Basis and an Overall Pro Forma Basis, respectively, for the year ended December 31, 2010.

Adjustments to recognize the debt to be incurred pursuant to the Global Refinancing, assuming the CMP Acquisition had not been completed. Pursuant to the Global Refinancing, all then-outstanding indebtedness of each of Cumulus Media and Citadel will be refinanced. The current portion of debt related to existing debt has been eliminated in connection therewith. As a result, interest expense on a Citadel Pro Forma Basis increased to $77.0 million and $153.5 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, inclusive of amortization of deferred financing costs. Cumulus recorded deferred financing costs of $53.8 million and debt discount of $15.5 million and related amortization of $4.6 million and $8.8 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively,

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associated with the debt incurred pursuant to the Global Refinancing. Deferred financing fees are amortized through interest expense using the effective interest method.

Citadel Pro Forma Basis balance sheet adjustments (dollars in thousands)	Amounts
Change in long-term debt:
Acquisition Credit Facility:
First lien term loan	$	1,325,000
Second lien term loan		148,992
Debt discount on Acquisition Credit Facility		(15,485	)
Revolving credit facility		183,145
Total debt incurred pursuant to Global Refinancing, net of $15.5 million of debt discount	$	1,641,652
Repayment of Citadel Credit Facilities		(296,500	)
Repayment of Citadel Senior Notes		(400,000	)
Citadel Pro Forma Basis adjustment to line item, “Long-term debt”	$	945,152
Change in deferred financing costs:
Deferred financing costs and related amortization of Citadel Credit Facilities and of any unamortized original issue discount or fees or expenses		(17,988	)
Deferred financing costs associated with the Acquisition Credit Facility		36,326	(a)
Citadel Pro forma adjustment to line item, “Deferred financing costs”	$	18,338
Change in cash and cash equivalents:
Debt incurred pursuant to Global Refinancing, net of $15.5 million of debt discount	$	1,641,652
Proceeds from Investment Agreement, net		373,600
Repayment of Citadel long-term debt		(696,500	)
Cash payments to Citadel stockholders		(1,254,901	)
Make whole premium in connection with the repayment of Citadel Senior Notes		(31,000	)
Deferred financing fees associated with Acquisition Credit Facility		(36,326	)(a)
Citadel Pro Forma Basis adjustment to line item, “Cash and cash equivalents”	$	(3,475	)

(a) Represents debt issuance costs to be incurred related to the Global Refinancing, assuming the CMP Acquisition had not been completed, and the Acquisition Credit Facility is closed on September 16, 2011 as set forth below:

2019 Notes (actual) and Acquisition Credit Facility debt issuance costs	$	17,433
Additional Acquisition Credit Facility fees:
Commitment fee		29,112
Upfront fee		3,000
Ticking fee		4,214
		36,326
Total debt issuance costs to be incurred	$	53,759

	Citadel			For the			For The
	Pro Forma			Six Months Ended			Year Ended
	Basis			June 30,			December 31,
Citadel Pro Forma Basis statement of operations adjustment	Interest Rate			2011			2010
	(dollars in thousands)
Pro forma interest expensee:
2019 Notes		7.75	%a	$	23,638		$	47,275
First lien term loan under Acquisition Credit Facility		5.75	%b		38,094			76,187
Second lien term loan under Acquisition Credit Facility		7.50	%b		5,587			11,174
Revolving line of credit under Acquisition Credit Facility		5.50	%c		5,036			10,073
Amortization of deferred financing fees and debt discount		n/a			4,623			8,807
Citadel Pro Forma Basis adjustment to line item, “Interest expense”				$	76,978	d	$	153,517	d

(a)

Actual interest rate on 2019 Notes.

(b)

In accordance with the Debt Commitment there is expected to be a 1.25% and 1.5% LIBOR floor on first and second lien term loans, respectively, under the Acquisition Credit Facility. Due to the 30 day LIBOR rate being below the respective floors as of the most recent practicable date, for purposes of this unaudited condensed consolidated financial information, Cumulus Media used the respective floors plus a spread of 450 basis points and 600 basis points, the spread provided for such loans in the Debt Commitment, for the first and second lien term loans, respectively, to determine, on a Citadel Pro Forma Basis, the interest rate.

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(c)	Assumed interest rate has been determined in accordance with the terms contained in the Debt Commitment and calculated based on a LIBOR floor of 1.0% plus a spread of 450 basis points since the LIBOR rate on the most recent practicable date was below the 1.0% floor.
(d)	Represents interest expense on a Citadel Pro Forma Basis for the six months ended June 30, 2011 and the year ended December 31, 2010, which is equal to the historical interest expense for both Cumulus Media and Citadel, plus additional interest expense pro forma adjustment as set forth below:

	For the		For The
	Six Months Ended		Year Ended
	June 30,		December 31,
	2011		2010
Interest expense on a Citadel Pro Forma Basis	$	76,978	$	153,517
Historical Cumulus Media interest expense		15,496		30,307
Historical Citadel interest expense		24,496		64,120
Less: Combined historical Cumulus Media and Citadel interest expense		39,992		94,427
Interest expense adjustment on a Citadel Pro Forma Basis	$	36,986	$	59,090

For every $100.0 million change in amounts outstanding under the revolving credit facility under the Acquisition Credit Facility, interest expense would change by $2.8 million and $5.5 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively.

(e) Pro forma interest expense does not include $31.0 million of make whole premium related to the Citadel Senior Notes.

Interest rate sensitivity analyses

The accompanying unaudited pro forma condensed consolidated financial information includes certain adjustments for pro forma interest expense, which are reflected in the accompanying unaudited pro forma condensed consolidated statements of operations. These pro forma adjustments are based upon certain assumptions contained in these notes to unaudited pro forma condensed consolidated financial information. Assuming a pro forma 1/8% positive or negative change in the interest rate on borrowings under the Acquisition Credit Facility, it is estimated that the interest expense on borrowings under the Acquisition Credit Facility would have changed by $1.4 million and $1.7 million on a Citadel and Overall Pro Forma Basis, respectively, for the six months ended June 30, 2011, and $2.8 million and $3.4 million on a Citadel and an Overall Pro Forma Basis, respectively, for the year ended December 31, 2010, in each case assuming the Maximum Cash Scenario (refer to note (I)).

J.   Accrual and payment of CMP preferred stock and related dividends. Pursuant to the terms of the agreement governing the CMP Acquisition, in connection with the closing of the Citadel Acquisition, Cumulus Media has agreed to redeem the outstanding CMP preferred stock at par value plus accrued dividends. On a CMP Pro Forma Basis, Cumulus Media does not contemplate the acquisition of Citadel and as such, does not include the redemption of the CMP preferred stock, nor the accrual of dividends on said stock. On an Overall Pro Forma Basis, Cumulus Media includes the assumption that the Citadel Acquisition will have been completed and as such, recorded an adjustment which increased the CMP preferred stock by $14.7 million to reflect its redemption value of $38.8 million in noncontrolling interest. Additionally, Cumulus Media assumes the redemption of the $38.8 million of CMP preferred stock, resulting in $0.0 million of noncontrolling interest on an Overall Pro Forma Basis.

K.  Adjustments to increase pro forma depreciation and amortization expense to reflect the impact of the increase in estimated fair value of tangible assets and amortizable intangible assets due to Citadel’s application of fresh-start accounting. Net fresh start accounting valuation adjustments in connection with Citadel’s application of fresh-start accounting increased the book value of Citadel’s assets, excluding goodwill, by $543.8 million. In addition to revaluing existing assets, Citadel recorded certain previously unrecognized assets, including customer and affiliate relationships and income contracts.

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The following table summarizes the adjustments described above:

					Twelve Months
					Ended
	Fair		Estimated		December 31,
(Dollars in millions)	Value		Useful Life		2010
Historical amortization and depreciation					$	69.9
Intangible assets:
Customer and affiliate relationships	$	238.9		4 to 6 years	$	66.0
Other intangibles		36.7		4 to 6 years		10.0
		275.6				76.0
Property and Equipment:
Land and improvements		89.3		3 to 25 years		0.4
Buildings and improvements		34.1		3 to 25 years		3.3
Towers		54.7		5 to 10 years		5.5
Equipment and vehicles		24.8		2 to 12 years		4.9
		202.9				14.1
Total	$	478.5				90.1
Overall Pro Forma Basis depreciation and amortization expense adjustment					$	20.2

Adjustment for reorganization items, as shown below, which were a direct result of Citadel’s filing for protection pursuant to Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”):

Gain on extinguishment of debt	$	(139,813	)
Revaluation of assets and liabilities		(921,801	)
Supplemental executive retirement plan		10,510
Professional fees		31,666
Rejected executory contracts		5,361
Net debt extinguishment loss		20,969	(a)
Overall Pro Forma Basis adjustment to line item, “Other income (expense), net”	$	(993,108	)

(a) On the date Citadel emerged from protection under the Bankruptcy Code (the “Citadel Emergence Date”), debt outstanding under its Predecessor Senior Credit and Term Facility was converted into debt outstanding under a new term loan facility (the “Emergence Term Loan Facility”). A valuation adjustment of $19.1 million was recorded to reflect the Emergence Term Loan Facility at its estimated fair value upon issuance. This valuation adjustment was being amortized as a reduction of interest expense, net, over the contractual term of the Emergence Term Loan Facility.

Pursuant to the terms of the Emergence Term Loan Facility, a prepayment penalty of $38.0 million was incurred. This was netted against the write off of the unamortized balance of the valuation adjustment of $17.1 million, which resulted in Citadel incurring a loss on the extinguishment of debt of $21.0 million in the year ended December 31, 2010 as follows:

Citadel financial statement line item
(Dollars in thousands)
Early termination penalty	$	38,030
Write-off of fair value valuation adjustment at December 31, 2010		(17,061	)
Net debt extinguishment loss	$	20,969

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L.  Adjustments to reflect the issuance of shares. On each of a CMP Pro Forma Basis, Citadel Pro Forma Basis and an Overall Pro Forma Basis, Cumulus Media assumes the issuance of shares of its Class A and Class D (only pursuant to the CMP Acquisition) common stock, each with a par value of $0.01 per share, in order to effect each respective transaction. Resulting changes to the par value are illustrated below (dollars in thousands):

					Elimination of
	Number of				Historical			Pro Forma
	Shares		Par Value		Par Value			Adjustment
CMP Pro Forma Basis:
Issuance of Class A common stock		11,583,206	$	116	$	—		$	116
Issuance of Class D common stock		6,630,476		66		—			66
Citadel and Overall Pro Forma Basis:
Issuance of Class A common stock		205,588,190	$	2,056	$	(5	)	$	2,051

M.  Adjustments to reconcile Citadel financial statement line items per the Unaudited Pro Forma Condensed Consolidated Financial Information to the amounts reported in Citadel’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 and its annual report on Form 10-K for the year ended December 31, 2010. Included below is a reconciliation between line items reported in the Unaudited Pro Forma Condensed Consolidated Financial Information and amounts reported in Citadel’s quarterly report on Form 10-Q for the six months ended June 30, 2011 and its annual report on Form 10-K for the year ended December 31, 2010, as applicable.

To reconcile items included in the Unaudited Overall Pro Forma Basis Condensed Consolidated Statement of Operations (dollars in thousands):

	For the		For The
	Six Months		Year Ended
	Ended		December 31,
	June 30,		2010
	2011		Predecessor			Successor
To reconcile station operating expenses (excluding depreciation, amortization and LMA fees) as reported to the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Station operating expenses (excluding depreciation, amortization and LMA fees)	$	233,032	$	194,685		$	278,231
Citadel’s financial statements:
Cost of revenue, exclusive of depreciation and amortization and including non-cash compensation expense of $1,391, $526, and $954, respectively	$	137,528	$	116,103		$	164,594
Selling, general and administrative expenses, including non-cash compensation expense of $4,717, $785, and $3,244, respectively		95,504		78,582			113,637
	$	233,032	$	194,685		$	278,231
To reconcile gain on exchange of assets or stations and other operating expenses as reported to the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Loss on exchange of assets or stations	$	402	$	859		$	271
Other operating expenses (income)		8,676		(5	)		7,215
	$	9,078		854			7,486
Citadel’s financial statements:
Other, net	$	9,078	$	854		$	7,486
To reconcile interest expense, net as reported to the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Interest expense, net	$	25,544	$	17,771		$	46,349
Citadel’s financial statements:
Interest expense, net	$	24,496	$	17,771		$	45,365
Write-off of deferred financing costs and debt discount upon extinguishment of debt and other debt-related fees		1,048		—			984
	$	25,540	$	17,771		$	46,349

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To reconcile items included in the Unaudited Overall Pro Forma Basis Condensed Consolidated Balance Sheet (dollars in thousands):

	As of
	June 30,
	2011
To reconcile restricted cash, deferred tax asset, and prepaid expenses and other current assets with the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Restricted cash	$	2,400
Deferred tax asset		12,049
Prepaid expenses and other current assets		17,488
	$	31,937
Citadel’s financial statements:
Prepaid expenses and other current assets	$	31,937
To reconcile accounts receivable with the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Accounts receivable, less allowance for doubtful accounts	$	140,554
Trade receivable		1,847
	$	142,401
Citadel’s financial statements:
Accounts receivable, net	$	142,401
To reconcile Intangible assets, net, deferred financing costs, and other assets with the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Intangible assets, net	$	1,075,891
Deferred financing costs		17,988
Other assets		19,477
	$	1,113,356
Citadel’s financial statements:
FCC licenses	$	887,975
Customer and affiliate relationships, net		162,085
Other assets, net		63,296
	$	1,113,356
To reconcile accounts payable and accrued expenses and trade accounts payable with the unaudited pro forma condensed consolidated financial information included herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Accounts payable and accrued expenses	$	48,537
Trade payable		1,313
	$	49,850
To reconcile presentation in Citadel’s financial statements to that within Cumulus Media’s financial statements:
Accounts payable, accrued liabilities and other liabilities	$	49,850
To reconcile long-term debt with the unaudited pro forma condensed consolidated financial information presented herein:
Unaudited Pro Forma Condensed Consolidated Financial Information:
Long-term debt	$	696,500
Citadel’s financial statements:
Senior debt, less current portion	$	296,500
Citadel Senior Notes		400,000
	$	696,500

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N.  To present a reconciliation for the Citadel Pro Forma Basis and Overall Pro Forma Basis adjustments to accounts payable and accrued expenses:

	Amounts
(Dollars in thousands)
Citadel Pro Forma Basis adjustments to Accounts payable and accrued expenses
Severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition	$	24,200
Elimination of intercompany balances		(2,931	)
Tax benefit (Note D)		(27,811	)
Citadel Pro Forma Basis adjustment to line item, “Accounts payable and accrued expenses”	$	(6,542	)
Overall Pro Forma Basis adjustments to Accounts payable and accrued expenses
Severance to be paid to Citadel employees and executives in connection with the merger	$	24,200
Elimination of intercompany balances		(2,931	)
Tax benefit from severance to be paid and Citadel and CMP deferred financing fees		(28,693	)
Overall Pro Forma Basis adjustment to line item, “Accounts payable and accrued expenses”	$	(7,424	)

O.  To present a reconciliation for the CMP, Citadel and Overall Pro Forma Basis adjustments to accumulated deficit and additional paid-in-capital:

(Dollars in thousands)
CMP Pro Forma Basis
Accumulated deficit:
CMP historical accumulated deficit	$	787,019
KC LLC historical accumulated deficit		(74,302	)
Elimination of Cumulus Media ownership interest in CMP		11,636
CMP Pro Forma Basis adjustment	$	724,353
Additional paid-in-capital:
Exclusion of CMP historical financial condition (less KC LLC)	$	(310,483	)
Equity consideration to CMP Sellers		78,127
CMP Pro Forma Basis adjustment	$	(232,356	)
Citadel Pro Forma Basis
Accumulated deficit:
Citadel historical accumulated deficit	$	(318	)
Severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition		(24,200	)
Write off of Citadel historical deferred financing costs		(17,988	)
Payment of make whole provision related to redemption of Citadel Senior Notes		(31,000	)
Tax benefit (Note D)		27,811
Citadel Pro Forma Basis adjustment	$	(45,695	)
Additional paid-in-capital:
$373.6 million of Cumulus Media equity securities to be sold to the Investors, net of fees of $21.4 million	$	373,600
Elimination of Citadel historical additional paid-in-capital		(1,294,526	)
Recognition of $0.01 par value of class A common stock to be issued		(2,577	)
Equity consideration to Citadel stockholders and warrant holders		316,225
Citadel Pro Forma Basis and Overall Pro Forma Basis adjustment	$	(607,278	)
Overall Pro Forma Basis
Accumulated deficit:
Citadel historical accumulated deficit	$	(318	)
Severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition		(24,200	)
Payment of make whole provision related to redemption of Citadel Senior Notes		(31,000	)
Write-off Citadel historical deferred financing costs		(17,988	)
Write off of CMP historical deferred financing costs		(3,805	)

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(Dollars in thousands)
Write off of liability related to future interest payments recorded resultant from 2009 CMP Exchange Offer, and debt issuance costs		1,485
Tax benefit from the write off of historical Citadel and CMP deferred financing costs, write off of liability related to future interest payments, exclusion of KC LLC historical financial condition, severance to be paid to Citadel employees and executives, and payment of make whole provision related to redemption of Citadel Senior Notes		28,693
Overall Pro Forma Basis adjustment	$	(47,133	)

Appendix to Pro Forma Adjustments

The following tables have been prepared to assist the reader in reconciling line items in the accompanying unaudited pro forma condensed consolidated financial information that have multiple footnote references so that the reader can better understand the nature of each pro forma adjustment being made to the respective line item, with the exception of those line items in the Overall Pro Forma Basis balance sheet and income statement under “CMP Pro Forma Basis adjustments” that reflect only the addition of the KC LLC, and CMP Pro Forma Basis adjustments shown in the CMP Pro Forma Basis balance sheet and income statement.

Reconciliation of line items in the CMP Pro Forma Basis condensed consolidated balance sheet that have multiple footnote references:

	For the
	Six Months			For the
	Ended			Year Ended
	June 30,			December 31,
(Dollars in thousands)	2011			2010
Corporate general and administrative expenses:
Exclusion of KC LLC historical results of operations	$	(1,072	)	$	(1,138	)
Elimination of CMP historical expense incurred in conjunction with CMP Management Agreement		(2,000	)		(4,000	)
CMP Pro Forma Basis adjustment	$	(3,072	)	$	(5,138	)
Interest expense, net:
Exclusion of KC LLC historical results of operations	$	3,129		$	6,034
Elimination of CMP historical interest expense, net		(9,055	)		(18,391	)
CMP Pro Forma Basis adjustment	$	(5,926	)	$	(12,357	)
Income tax (expense) benefit:
Exclusion of KC LLC historical results of operations	$	32		$	847
Elimination of CMP historical income tax expense		3,441			6,989
CMP Pro Forma Basis adjustment	$	3,473		$	7,836

(Dollars in thousands)
Cash and cash equivalents:
Exclusion of KC LLC historical financial condition	$	1,481
CMP Pro Forma Basis cash and cash equivalents adjustment		—
CMP Pro Forma Basis adjustment	$	1,481
Prepaid expenses and other current assets:
Exclusion of KC LLC historical financial condition	$	234
CMP prepaid expense specific to CMP Management Agreement		(1,000	)
CMP Pro Forma Basis adjustment	$	(766	)
Intangible assets, net:
Exclusion of KC LLC historical financial condition	$	(15,233	)
Adjustment to fair value of CMP’s FCC license intangible assets		19,037
CMP Pro Forma Basis adjustment	$	3,804
Goodwill:
CMP Pro Forma Basis adjustment to Goodwill	$	433,091
Dividend related to the CMP preferred stock		14,730
CMP Pro Forma Basis adjustment	$	447,821
Accounts payable and accrued expenses:
Exclusion of KC LLC historical financial condition	$	(10,737	)

P-30

(Dollars in thousands)
Cumulus Media deferred revenue specific to CMP Management Agreement		(1,000	)
CMP Pro Forma Basis adjustment	$	(11,737	)
Additional Paid-in capital:
Exclusion of KC LLC historical financial condition	$	(367	)
Exclusion of CMP historical financial condition (less KC LLC)		(310,483	)
Equity consideration to CMP Sellers		78,127
CMP Pro Forma Basis adjustment	$	(232,723	)
Accumulated deficit:
CMP historical accumulated deficit	$	787,019
Removal of historical Cumulus Media ownership interest in CMP		11,636
CMP Pro Forma Basis adjustment	$	798,655

P-31