Supplemental Condensed Consolidating Financial Information

At June 30, 2014, Cumulus (the "Parent Guarantor") and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the 7.75% Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the 7.75% Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).

The following tables present (i) unaudited condensed consolidating statements of operations for the three and six months ended June 30, 2014 and 2013, (ii) unaudited condensed consolidating balance sheets as of June 30, 2014 and December 31, 2013, and (iii) unaudited condensed consolidating statements of cash flows for the six months ended June 30, 2014 and 2013, of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. The results have been adjusted for discontinued operations (see Note 3 "Discontinued Operations").

Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.

Revision to Prior Period Financial Statements

During the fourth quarter of 2013, Cumulus Media Inc. determined that it did not properly classify certain intercompany transactions in its supplemental condensed consolidating financial information footnote in previous 2013 interim periods. Specifically, the Company should have presented the changes in assets and liabilities within operating activities for the Parent Guarantor as intercompany transactions, net within financing activities. There was no impact on the condensed consolidated balance sheet or statement of income.

In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted by the accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the Company has presented a revised condensed consolidated statement of cash flows for the six months ended June 30, 2013 and will revise the interim condensed consolidated statements of cash flows in future quarterly filings.

Reclassifications

Certain account balances in the 2013 periods have been reclassified to conform with classifications currently in use.

In the accompanying unaudited condensed consolidating statements of operations the Company separately presents content costs and other direct operating expenses as operating expense categories. In certain of the Company's historical disclosures, those line items were presented on a combined basis within the direct operating expenses line item in the statement of operations. Content costs consist of all costs related to the licensing, acquisition and development of the Company's programming. Other direct operating expenses consist of expenses related to the distribution and monetization of the Company's content across its platform and overhead expenses. There were no other costs included in direct operating expenses in 2013.

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30, 2014

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	125		$	328,122		$	—		$	—		$	328,247
Operating expenses:
Content costs	—			—			101,802			—			—			101,802
Other direct operating expenses	—			—			117,837			552			—			118,389
Depreciation and amortization	—			459			28,612			—			—			29,071
LMA fees	—			—			1,648			—			—			1,648
Corporate expenses (including stock-based compensation expense of $4,154)	—			19,264			—			—			—			19,264
Gain on sale of assets or stations	—			—			(360		)	—			—			(360		)
Total operating expenses	—			19,723			249,539			552			—			269,814
Operating (loss) income	—			(19,598		)	78,583			(552		)	—			58,433
Non-operating (expense) income:
Interest expense	(2,406		)	(33,987		)	—			(75		)	—			(36,468		)
Interest income	—			—			342			—			—			342
Other income, net	—			—			3,593			—			—			3,593
Total non-operating (expense) income, net	(2,406		)	(33,987		)	3,935			(75		)	—			(32,533		)
(Loss) income before income taxes	(2,406		)	(53,585		)	82,518			(627		)	—			25,900
Income tax benefit (expense)	799			18,253			(30,070		)	255			—			(10,763		)
(Loss) income from continuing operations	(1,607		)	(35,332		)	52,448			(372		)	—			15,137
Earnings (loss) from consolidated subsidiaries	16,744			52,076			(372		)	—			(68,448		)	—
Net income (loss)	$	15,137		$	16,744		$	52,076		$	(372	)	$	(68,448	)	$	15,137

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2014

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	229		$	620,062		$	—		$	—		$	620,291
Operating expenses:
Content costs	—			—			210,295			—			—			210,295
Other direct operating expenses	—			—			232,581			1,143			—			233,724
Depreciation and amortization	—			917			57,035			—			—			57,952
LMA fees	—			—			3,205			—			—			3,205
Corporate expenses (including stock-based compensation expense of $8,245)	—			38,458			—			—			—			38,458
Gain on sale of assets or stations	—			—			(898		)	—			—			(898		)
Total operating expenses	—			39,375			502,218			1,143			—			542,736
Operating (loss) income	—			(39,146		)	117,844			(1,143		)	—			77,555
Non-operating (expense) income:
Interest expense	(4,981		)	(67,583		)	—			(169		)	—			(72,733		)
Interest income	—			—			672			—			—			672
Other income, net	—			—			3,529			—			—			3,529
Total non-operating (expense) income, net	(4,981		)	(67,583		)	4,201			(169		)	—			(68,532		)
(Loss) income before income taxes	(4,981		)	(106,729		)	122,045			(1,312		)	—			9,023
Income tax benefit (expense)	1,741			37,314			(42,669		)	459			—			(3,155		)
(Loss) income from continuing operations	(3,240		)	(69,415		)	79,376			(853		)	—			5,868
Earnings (loss) from consolidated subsidiaries	9,108			78,523			(853		)	—			(86,778		)	—
Net income (loss)	$	5,868		$	9,108		$	78,523		$	(853	)	$	(86,778	)	$	5,868

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30, 2013

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	270,306		$	—		$	—		$	270,306
Operating expenses:
Content costs	—			—			62,255			—			—			62,255
Other direct operating expenses	—			—			99,326			568			—			99,894
Depreciation and amortization	—			484			27,120			—			—			27,604
LMA fees	—			—			738			—			—			738
Corporate expenses (including stock-based compensation expense of $2,470)	—			7,742			—			—			—			7,742
Loss on sale of assets or stations	—			—			227			—			—			227
Gain on derivative instrument	—			—			(2,106		)	—			—			(2,106		)
Total operating expenses	—			8,226			187,560			568			—			196,354
Operating (loss) income	—			(8,226		)	82,746			(568		)	—			73,952
Non-operating (expense) income:
Interest expense	(2,378		)	(41,819		)	—			—			—			(44,197		)
Interest income	—			—			364			—			—			364
Loss on early extinguishment of debt	—			(4,539		)	—			—			—			(4,539		)
Other expense, net	—			—			(393		)	—			—			(393		)
Total non-operating (expense) income, net	(2,378		)	(46,358		)	(29		)	—			—			(48,765		)
(Loss) income before income taxes	(2,378		)	(54,584		)	82,717			(568		)	—			25,187
Income tax (expense) benefit	—			—			(35,608		)	25,535			—			(10,073		)
(Loss) income from continuing operations	(2,378		)	(54,584		)	47,109			24,967			—			15,114
Income (loss) from discontinued operations, net of taxes	—			—			55,531			(43,544		)	—			11,987
Earnings (loss) from consolidated subsidiaries	29,479			84,063			(18,577		)	—			(94,965		)	—
Net income (loss)	$	27,101		$	29,479		$	84,063		$	(18,577	)	$	(94,965	)	$	27,101

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2013

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	488,145		$	—		$	—		$	488,145
Operating expenses:
Content costs	—			—			124,206			—			—			124,206
Other direct operating expenses	—			—			192,361			1,013			—			193,374
Depreciation and amortization	—			981			54,219			—			—			55,200
LMA fees	—			—			1,684			—			—			1,684
Corporate expenses (including stock-based compensation expense of $5,134)	—			21,760			—			—			—			21,760
Loss on sale of assets or stations	—			—			1,536			—			—			1,536
Gain on derivative instrument	—			—			(2,844		)	—			—			(2,844		)
Total operating expenses	—			22,741			371,162			1,013			—			394,916
Operating (loss) income	—			(22,741		)	116,983			(1,013		)	—			93,229
Non-operating (expense) income:
Interest expense	(4,689		)	(84,030		)	—			—			—			(88,719		)
Interest income	—			—			634			—			—			634
Loss on early extinguishment of debt	—			(4,539		)	—			—			—			(4,539		)
Other expense, net	—			—			(106		)	—			—			(106		)
Total non-operating (expense) income, net	(4,689		)	(88,569		)	528			—			—			(92,730		)
(Loss) income before income taxes	(4,689		)	(111,310		)	117,511			(1,013		)	—			499
Income tax (expense) benefit	—			—			(35,829		)	23,780			—			(12,049		)
(Loss) income from continuing operations	(4,689		)	(111,310		)	81,682			22,767			—			(11,550		)
Income (loss) from discontinued operations, net of taxes	—			—			61,882			(32,220		)	—			29,662
Earnings (loss) from consolidated subsidiaries	22,801			134,111			(9,453		)	—			(147,459		)	—
Net income (loss)	$	18,112		$	22,801		$	134,111		$	(9,453	)	$	(147,459	)	$	18,112

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2014

(Dollars in thousands, except for share and per share data)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)		Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	19,952	$	165		$	—		$	—		$	20,117
Restricted cash	—			6,386		—			—			—			6,386
Accounts receivable, less allowance for doubtful accounts of $5,305	—			—		—			253,643			—			253,643
Trade receivable	—			—		4,325			—			—			4,325
Asset held for sale	—			—		15,007			—			—			15,007
Prepaid expenses and other current assets	—			50,998		23,505			—			—			74,503
Total current assets	—			77,336		43,002			253,643			—			373,981
Property and equipment, net	—			2,441		229,803			—			—			232,244
Broadcast licenses	—			—		—			1,597,150			—			1,597,150
Other intangible assets, net	—			—		275,547			—			—			275,547
Goodwill	—			—		1,256,015			—			—			1,256,015
Investment in consolidated subsidiaries	607,685			4,114,893		1,120,629			—			(5,843,207		)	—
Intercompany receivables, net	—			82,365		1,367,285			—			(1,449,650		)	—
Other assets	—			45,561		16,563			839			—			62,963
Total assets	$	607,685		$	4,322,596	$	4,308,844		$	1,851,632		$	(7,292,857	)	$	3,797,900
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	17,938	$	99,484		$	—		$	—		$	117,422
Trade payable	—			—		4,251			—			—			4,251
Total current liabilities	—			17,938		103,735			—			—			121,673
Long-term debt, excluding 7.75% Senior Notes	—			1,962,901		—			—			—			1,962,901
7.75% Senior Notes	—			610,000		—			—			—			610,000
Other liabilities	—			10,430		66,121			—			—			76,551
Intercompany payables, net	81,416			1,113,642		—			254,592			(1,449,650		)	—
Deferred income taxes	—			—		24,095			476,411			—			500,506
Total liabilities	81,416			3,714,911		193,951			731,003			(1,449,650		)	3,271,631
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 253,776,605 shares issued and 231,190,810 shares outstanding	2,537			—		—			—			—			2,537
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 0 shares issued and outstanding	—			—		—			—			—			—
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding	6			—		—			—			—			6
Treasury stock, at cost, 22,585,795 shares	(231,470		)	—		—			—			—			(231,470		)
Additional paid-in-capital	1,591,447			232,826		4,194,876			2,095,255			(6,522,957		)	1,591,447
Accumulated (deficit) equity	(836,251		)	374,859		(79,983		)	(974,626		)	679,750			(836,251		)
Total stockholders’ equity (deficit)	526,269			607,685		4,114,893			1,120,629			(5,843,207		)	526,269
Total liabilities and stockholders’ equity (deficit)	$	607,685		$	4,322,596	$	4,308,844		$	1,851,632		$	(7,292,857	)	$	3,797,900

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2013

(Dollars in thousands, except for share and per share data)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)		Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	11,804		$	20,988	$	—		$	—		$	—		$	32,792
Restricted cash	—			6,146		—			—			—			6,146
Accounts receivable, less allowance for doubtful accounts of $5,306	—			—		—			264,805			—			264,805
Trade receivable	—			—		4,419			—			—			4,419
Prepaid expenses and other current assets	—			5,948		62,945			—			—			68,893
Total current assets	11,804			33,082		67,364			264,805			—			377,055
Property and equipment, net	—			3,272		251,430			—			—			254,702
Broadcast licenses	—			—		—			1,596,337			—			1,596,337
Other intangible assets, net	—			—		315,490			—			—			315,490
Goodwill	—			—		1,256,741			—			—			1,256,741
Investment in consolidated subsidiaries	589,163			3,824,690		1,118,952			—			(5,532,805		)	—
Intercompany receivables, net	—			88,227		1,011,218			24,090			(1,123,535		)	—
Other assets	—			46,774		22,440			896			—			70,110
Total assets	$	600,967		$	3,996,045	$	4,043,635		$	1,886,128		$	(6,656,340	)	$	3,870,435
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	24,966	$	121,521		$	50		$	—		$	146,537
Trade payable	—			—		3,846			—			—			3,846
Current portion of long-term debt	—			5,937		—			—			—			5,937
Total current liabilities	—			30,903		125,367			50			—			156,320
Long-term debt, excluding 7.75% Senior Notes	—			1,985,956		—			—			—			1,985,956
7.75% Senior Notes	—			610,000		—			—			—			610,000
Secured loan	—			—		—			25,000			—			25,000
Other liabilities	—			10,430		69,483			—			—			79,913
Intercompany payables, net	88,227			769,593		—			265,715			(1,123,535		)	—
Deferred income taxes	—			—		24,095			476,411			—			500,506
Total liabilities	88,227			3,406,882		218,945			767,176			(1,123,535		)	3,357,695
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 222,399,019 shares issued and 198,193,819 shares outstanding	2,223			—		—			—			—			2,223
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding	154			—		—			—			—			154
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding	6			—		—			—			—			6
Treasury stock, at cost, 24,205,200 shares	(251,193		)	—		—			—			—			(251,193		)
Additional paid-in-capital	1,603,669			223,412		3,983,196			2,092,725			(6,299,333		)	1,603,669
Accumulated (deficit) equity	(842,119		)	365,751		(158,506		)	(973,773		)	766,528			(842,119		)
Total stockholders’ equity (deficit)	512,740			589,163		3,824,690			1,118,952			(5,532,805		)	512,740
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)	$	600,967		$	3,996,045	$	4,043,635		$	1,886,128		$	(6,656,340	)	$	3,870,435

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2014

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net income (loss)	$	5,868		$	9,108		$	78,523		$	(853	)	$	(86,778	)	$	5,868
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			917			57,035			—			—			57,952
Amortization of debt issuance costs/discounts	—			4,558			—			96			—			4,654
Provision for doubtful accounts	—			—			1,828			—			—			1,828
Gain on sale of assets or stations	—			—			(898		)	—			—			(898		)
Fair value adjustment of derivative instruments	—			21			—			—			—			21
Deferred income taxes	(1,741		)	(37,314		)	42,669			(459		)	—			3,155
Stock-based compensation expense	—			8,245			—			—			—			8,245
Earnings (loss) from consolidated subsidiaries	(9,108		)	(78,523		)	853			—			86,778			—
Changes in assets and liabilities	—			168,519			(199,055		)	(8,784		)	—			(39,320		)
Net cash (used in) provided by operating activities	(4,981		)	75,531			(19,045		)	(10,000		)	—			41,505
Cash flows from investing activities
Proceeds from sale of assets or stations	—			—			14,069			—			—			14,069
Restricted cash	—			(240		)	—			—			—			(240		)
Capital expenditures	—			(86		)	(11,162		)	—			—			(11,248		)
Net cash (used in) provided by investing activities	—			(326		)	2,907			—			—			2,581
Cash flows from financing activities:
Intercompany transactions, net	(7,528		)	(43,775		)	16,303			35,000			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(31,125		)	—			(35,000		)	—			(66,125		)
Proceeds from borrowings under term loans and revolving credit facilities	—			—			—			10,000			—			10,000
Tax withholding payments on behalf of employees	—			(1,320		)	—			—			—			(1,320		)
Proceeds from exercises of warrants	103			—			—			—			—			103
Proceeds from exercises of options	602			—			—			—			—			602
Deferred financing costs	—			(21		)	—			—			—			(21		)
Net cash (used in) provided by financing activities	(6,823		)	(76,241		)	16,303			10,000			—			(56,761		)
(Decrease) increase in cash and cash equivalents	(11,804		)	(1,036		)	165			—			—			(12,675		)
Cash and cash equivalents at beginning of period	11,804			20,988			—			—			—			32,792
Cash and cash equivalents at end of period	$	—		$	19,952		$	165		$	—		$	—		$	20,117

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2013

(Dollars in thousands)

(Unaudited)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net income (loss)	$	18,112		$	22,801		$	134,111		$	(9,453	)	$	(147,459	)	$	18,112
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			981			56,885			—			—			57,866
Amortization of debt issuance costs/discount	—			5,164			—			—			—			5,164
Provision for doubtful accounts	—			—			1,046			—			—			1,046
Loss on sale of assets or stations	—			—			1,537			—			—			1,537
Loss on early extinguishment of debt	—			4,539			—			—			—			4,539
Fair value adjustment of derivative instruments	—			(27		)	(2,844		)	—			—			(2,871		)
Deferred income taxes	—			—			(14,248		)	8,439			—			(5,809		)
Stock-based compensation expense	—			5,134			—			—			—			5,134
(Loss) earnings from consolidated subsidiaries	(22,801		)	(134,111		)	9,453			—			147,459			—
Changes in assets and liabilities	—			(39,763		)	10,805			1,014			—			(27,944		)
Net cash (used in) provided by operating activities	(4,689		)	(135,282		)	196,745			—			—			56,774
Cash flows from investing activities:
Restricted cash	—			2,192			—			—			—			2,192
Proceeds from sale of assets or stations	—			—			692			—			—			692
Proceeds from exchange of asset or stations	—			—			(52,066		)	—			—			(52,066		)
Capital expenditures	—			(112		)	(4,718		)	—			—			(4,830		)
Net cash provided by (used in) investing activities	—			2,080			(56,092		)	—			—			(54,012		)
Cash flows from financing activities:
Intercompany transactions, net	(71,640		)	218,252			(146,612		)	—			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(38,931		)	—			—			—			(38,931		)
Tax withholding payments on behalf of employees	—			(337		)	—			—			—			(337		)
Series A preferred stock dividends	(5,304		)	—			—			—			—			(5,304		)
Proceeds from exercises of warrants	34			—			—			—			—			34
Deferred financing costs	—			(58		)	—			—			—			(58		)
Net cash (used in) provided by financing activities	(76,910		)	178,926			(146,612		)	—			—			(44,596		)
(Decrease) increase in cash and cash equivalents	(81,599		)	45,724			(5,959		)	—			—			(41,834		)
Cash and cash equivalents at beginning of period	81,599			—			6,451			—			—			88,050
Cash and cash equivalents at end of period	$	—		$	45,724		$	492		$	—		$	—		$	46,216