Supplemental Condensed Consolidating Financial Information

At September 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 nine months ended September 30, 2014 and 2013, (ii) unaudited condensed consolidating balance sheets as of September 30, 2014 and December 31, 2013, and (iii) unaudited condensed consolidating statements of cash flows for the nine months ended September 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 nine months ended September 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 September 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		$	313,760		$	—		$	—		$	313,885
Operating expenses:
Content costs	—			—			106,574			—			—			106,574
Other direct operating expenses	—			—			119,455			409			—			119,864
Depreciation and amortization	—			428			28,715			—			—			29,143
LMA fees	—			—			2,021			—			—			2,021
Corporate expenses (including stock-based compensation expense of $4,399)	—			14,756			—			—			—			14,756
Gain on sale of assets or stations	—			—			(373		)	—			—			(373		)
Total operating expenses	—			15,184			256,392			409			—			271,985
Operating (loss) income	—			(15,059		)	57,368			(409		)	—			41,900
Non-operating (expense) income:
Interest expense	(2,184		)	(34,416		)	—			(47		)	—			(36,647		)
Interest income	—			—			352			—			—			352
Other income, net	—			—			443			—			—			443
Total non-operating (expense) income, net	(2,184		)	(34,416		)	795			(47		)	—			(35,852		)
(Loss) income before income taxes	(2,184		)	(49,475		)	58,163			(456		)	—			6,048
Income tax benefit (expense)	1,427			31,750			(37,008		)	323						(3,508		)
(Loss) income from continuing operations	(757		)	(17,725		)	21,155			(133		)	—			2,540
Earnings (loss) from consolidated subsidiaries	3,297			21,022			(133		)	—			(24,186		)	—
Net income (loss)	$	2,540		$	3,297		$	21,022		$	(133	)	$	(24,186	)	$	2,540

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Nine Months Ended September 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	$	—		$	354		$	933,822		$	—		$	—		$	934,176
Operating expenses:
Content costs	—			—			316,868			—			—			316,868
Other direct operating expenses	—			—			352,036			1,552			—			353,588
Depreciation and amortization	—			1,346			85,749			—			—			87,095
LMA fees	—			—			5,226			—			—			5,226
Corporate expenses (including stock-based compensation expense of $12,645)	—			53,215			—			—			—			53,215
Gain on sale of assets or stations	—			—			(1,271		)	—			—			(1,271		)
Total operating expenses	—			54,561			758,608			1,552			—			814,721
Operating (loss) income	—			(54,207		)	175,214			(1,552		)	—			119,455
Non-operating (expense) income:
Interest expense	(7,165		)	(101,999		)	—			(216		)	—			(109,380		)
Interest income	—			—			1,024			—			—			1,024
Other income, net	—			—			3,972			—			—			3,972
Total non-operating (expense) income, net	(7,165		)	(101,999		)	4,996			(216		)	—			(104,384		)
(Loss) income before income taxes	(7,165		)	(156,206		)	180,210			(1,768		)	—			15,071
Income tax benefit (expense)	3,168			69,064			(79,677		)	782						(6,663		)
(Loss) income from continuing operations	(3,997		)	(87,142		)	100,533			(986		)	—			8,408
Earnings (loss) from consolidated subsidiaries	12,405			99,547			(986		)	—			(110,966		)	—
Net income (loss)	$	8,408		$	12,405		$	99,547		$	(986	)	$	(110,966	)	$	8,408

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 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	$	—		$	917		$	261,618		$	—		$	—		$	262,535
Operating expenses:
Content costs	—			—			65,559			—			—			65,559
Other direct operating expenses	—			—			98,674			528			—			99,202
Depreciation and amortization	—			471			27,143			—			—			27,614
LMA fees	—			—			609			—			—			609
Corporate expenses (including stock-based compensation expense of $2,259)	—			11,757			—			—			—			11,757
Loss on sale of assets or stations	—			—			(5,198		)	—			—			(5,198		)
Gain on derivative instrument	—			—			172			—			—			172
Total operating expenses	—			12,228			186,959			528			—			199,715
Operating (loss) income	—			(11,311		)	74,659			(528		)	—			62,820
Non-operating (expense) income:
Interest expense	(2,378		)	(43,124		)	—			—			—			(45,502		)
Interest income	—			—			308			—			—			308
Other expense, net	—			—			(139		)	—			—			(139		)
Total non-operating (expense) income, net	(2,378		)	(43,124		)	169			—			—			(45,333		)
(Loss) income before income taxes	(2,378		)	(54,435		)	74,828			(528		)	—			17,487
Income tax benefit (expense)	—			—			49,113			(56,108		)	—			(6,995		)
(Loss) income from continuing operations	(2,378		)	(54,435		)	123,941			(56,636		)	—			10,492
(Loss) income from discontinued operations, net of taxes	—			—			(44,094		)	40,639			—			(3,455		)
Earnings (loss) from consolidated subsidiaries	9,415			63,850			(15,997		)	—			(57,268		)	—
Net income (loss)	$	7,037		$	9,415		$	63,850		$	(15,997	)	$	(57,268	)	$	7,037

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Nine Months Ended September 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	$	—		$	917		$	749,763		$	—		$	—		$	750,680
Operating expenses:
Content costs	—			—			189,765			—			—			189,765
Other direct operating expenses	—			—			291,035			1,541			—			292,576
Depreciation and amortization	—			1,451			81,363			—			—			82,814
LMA fees	—			—			2,293			—			—			2,293
Corporate expenses (including stock-based compensation expense of $7,393)	—			33,517			—			—			—			33,517
Loss on sale of assets or stations	—			—			(3,662		)	—			—			(3,662		)
Gain on derivative instrument	—			—			(2,672		)	—			—			(2,672		)
Total operating expenses	—			34,968			558,122			1,541			—			594,631
Operating (loss) income	—			(34,051		)	191,641			(1,541		)	—			156,049
Non-operating (expense) income:
Interest expense	(8,186		)	(126,035		)	—			—			—			(134,221		)
Interest income	—			—			942			—			—			942
Loss on early extinguishment of debt	—			(4,539		)	—			—			—			(4,539		)
Other expense, net	—			—			(247		)	—			—			(247		)
Total non-operating (expense) income, net	(8,186		)	(130,574		)	695			—			—			(138,065		)
(Loss) income before income taxes	(8,186		)	(164,625		)	192,336			(1,541		)	—			17,984
Income tax benefit (expense)	—			—			13,276			(32,319		)	—			(19,043		)
(Loss) income from continuing operations	(8,186		)	(164,625		)	205,612			(33,860		)	—			(1,059		)
Income from discontinued operations, net of taxes	—			—			17,795			8,412			—			26,207
Earnings (loss) from consolidated subsidiaries	33,334			197,959			(25,448		)	—			(205,845		)	—
Net income (loss)	$	25,148		$	33,334		$	197,959		$	(25,448	)	$	(205,845	)	$	25,148

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 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	$	—		$	26,489	$	268		$	—		$	—		$	26,757
Restricted cash	—			10,346		—			—			—			10,346
Accounts receivable, less allowance for doubtful accounts of $5,043	—			—		—			239,578			—			239,578
Trade receivable	—			—		3,733			—			—			3,733
Asset held for sale				—		15,007			—			—			15,007
Prepaid expenses and other current assets	—			24,820		22,203			—			—			47,023
Total current assets	—			61,655		41,211			239,578			—			342,444
Property and equipment, net	—			2,060		222,660			—			—			224,720
Broadcast licenses	—			—		—			1,596,715			—			1,596,715
Other intangible assets, net	—			—		261,405			—			—			261,405
Goodwill	—			—		1,255,519			—			—			1,255,519
Investment in consolidated subsidiaries	616,828			4,160,697		1,121,176			—			(5,898,701		)	—
Intercompany receivables, net	—			84,391		1,399,949			—			(1,484,340		)	—
Other assets	—			44,502		20,559			791			—			65,852
Total assets	$	616,828		$	4,353,305	$	4,322,479		$	1,837,084		$	(7,383,041	)	$	3,746,655
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	31,689	$	96,197		$	—		$	—		$	127,886
Trade payable	—			—		4,259			—			—			4,259
Total current liabilities	—			31,689		100,456			—			—			132,145
Long-term debt, excluding 7.75% Senior Notes	—			1,923,987		—			—			—			1,923,987
7.75% Senior Notes	—			610,000		—			—			—			610,000
Other liabilities	—			10,430		61,326			—			—			71,756
Intercompany payables, net	83,600			1,160,371		—			240,369			(1,484,340		)	—
Deferred income taxes	—			—		—			475,539			—			475,539
Total liabilities	83,600			3,736,477		161,782			715,908			(1,484,340		)	3,213,427
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 254,149,893 shares issued and 231,555,276 shares outstanding	2,541			—		—			—			—			2,541
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding	6			—		—			—			—			6
Treasury stock, at cost, 22,594,617 shares	(231,517		)	—		—			—			—			(231,517		)
Additional paid-in-capital	1,595,910			238,672		4,219,656			2,095,935			(6,554,263		)	1,595,910
Accumulated (deficit) equity	(833,712		)	378,156		(58,959		)	(974,759		)	655,562			(833,712		)
Total stockholders’ equity (deficit)	533,228			616,828		4,160,697			1,121,176			(5,898,701		)	533,228
Total liabilities and stockholders’ equity (deficit)	$	616,828		$	4,353,305	$	4,322,479		$	1,837,084		$	(7,383,041	)	$	3,746,655

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

Nine Months Ended September 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)	$	8,408		$	12,405		$	99,547		$	(986	)	$	(110,966	)	$	8,408
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,346			85,749			—			—			87,095
Amortization of debt issuance costs/discounts	—			6,886			—			143			—			7,029
Provision for doubtful accounts	—			—			2,468			—			—			2,468
Gain on sale of assets or stations	—			—			(1,271		)	—			—			(1,271		)
Fair value adjustment of derivative instruments	—			21			—			—			—			21
Deferred income taxes	(3,168		)	(69,064		)	79,677			(782		)	—			6,663
Stock-based compensation expense	—			12,645			—			—			—			12,645
(Earnings) loss from consolidated subsidiaries	(12,405		)	(99,547		)	986			—			110,966			—
Changes in assets and liabilities	—			258,974			(275,568		)	(8,375		)	—			(24,969		)
Net cash (used in) provided by operating activities	(7,165		)	123,666			(8,412		)	(10,000		)	—			98,089
Cash flows from investing activities
Proceeds from sale of assets or stations	—			—			15,718			—			—			15,718
Restricted cash	—			(4,200		)	—			—			—			(4,200		)
Acquisition less cash required	—			—			(5,500		)	—			—			(5,500		)
Capital expenditures	—			(134		)	(13,267		)	—			—			(13,401		)
Net cash used in investing activities	—			(4,334		)	(3,049		)	—			—			(7,383		)
Cash flows from financing activities:
Intercompany transactions, net	(5,364		)	(41,365		)	11,729			35,000			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(71,125		)	—			(35,000		)	—			(106,125		)
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	106			—			—			—			—			106
Proceeds from exercises of options	619			—			—			—			—			619
Deferred financing costs	—			(21		)	—			—			—			(21		)
Net cash (used in) provided by financing activities	(4,639		)	(113,831		)	11,729			10,000			—			(96,741		)
(Decrease) increase in cash and cash equivalents	(11,804		)	5,501			268			—			—			(6,035		)
Cash and cash equivalents at beginning of period	11,804			20,988			—			—			—			32,792
Cash and cash equivalents at end of period	$	—		$	26,489		$	268		$	—		$	—		$	26,757

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 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)	$	25,148		$	33,334		$	197,959		$	(25,448	)	$	(205,845	)	$	25,148
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,451			85,358			—			—			86,809
Amortization of debt issuance costs/discount	—			7,515			—			—			—			7,515
Provision for doubtful accounts	—			—			2,002			—			—			2,002
Loss on sale of assets or stations	—			—			(3,556		)	—			—			(3,556		)
Loss on early extinguishment of debt	—			4,539			—			—			—			4,539
Fair value adjustment of derivative instruments	—			(27		)	(2,630		)	—			—			(2,657		)
Deferred income taxes	—			—			(14,249		)	23,908			—			9,659
Stock-based compensation expense	—			7,393			—			—			—			7,393
(Earnings) loss from consolidated subsidiaries	(33,334		)	(197,959		)	25,448			—			205,845			—
Changes in assets and liabilities	—			22,787			(33,512		)	1,540			—			(9,185		)
Net cash (used in) provided by operating activities	(8,186		)	(120,967		)	256,820			—			—			127,667
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			6,492			—			—			6,492
Restricted cash	—			2,192			—			—			—			2,192
Initial payment of Green Bay Option	—			—			(5,000		)	—			—			(5,000		)
Proceeds from exchange of asset or stations	—			—			(52,685		)	—			—			(52,685		)
Capital expenditures	—			(441		)	(8,007		)	—			—			(8,448		)
Net cash provided by (used in) investing activities	—			1,751			(59,200		)	—			—			(57,449		)
Cash flows from financing activities:
Intercompany transactions, net	(68,787		)	272,658			(203,871		)	—			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(88,931		)	—			—			—			(88,931		)
Tax withholding payments on behalf of employees	—			(337		)	—			—			—			(337		)
Redemption of Series A preferred stock	(73,150		)	—			—			—			—			(73,150		)
Proceeds from issuance of Series B preferred stock	77,241			—			—			—			—			77,241
Series A Preferred stock dividends	(9,395		)	—			—			—			—			(9,395		)
Proceeds from exercises of warrants	614			—			—			—			—			614
Proceeds from exercise options	64			—			—			—			—			64
Deferred financing costs	—			(204		)	—			—			—			(204		)
Net cash (used in) provided by financing activities	(73,413		)	183,186			(203,871		)	—			—			(94,098		)
(Decrease) increase in cash and cash equivalents	(81,599		)	63,970			(6,251		)	—			—			(23,880		)
Cash and cash equivalents at beginning of period	81,599			—			6,451			—			—			88,050
Cash and cash equivalents at end of period	$	—		$	63,970		$	200		$	—		$	—		$	64,170