Supplemental Condensed Consolidating Financial Information

At December 31, 2016, 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) condensed consolidating statements of operations for the years ended December 31, 2016, 2015 and 2014, (ii) condensed consolidating balance sheets as of December 31, 2016 and 2015, and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015, and 2014 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.

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.

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2016

(Dollars in thousands)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non- guarantors			Eliminations		Total Consolidated
Net revenue	$	—		$	165		$	1,141,235		$	—		$	—	$	1,141,400
Operating expenses:
Content costs	—			—			427,780			—			—		427,780
Selling, general & administrative expenses	—			—			470,546			2,354			—		472,900
Depreciation and amortization	—			1,530			85,737			—			—		87,267
LMA fees	—			—			12,824			—			—		12,824
Corporate expenses (including stock-based compensation expense of $2,948)	—			40,148			—			—			—		40,148
Gain on sale of assets or stations	—			—			(95,695		)	—			—		(95,695		)
Impairment on intangible assets and goodwill	—			—			604,965			—			—		604,965
Total operating expenses	—			41,678			1,506,157			2,354			—		1,550,189
Operating loss	—			(41,513		)	(364,922		)	(2,354		)	—		(408,789		)
Non-operating (expense) income:
Interest (expense) income, net	(8,711		)	(129,733		)	493			(190		)	—		(138,141		)
Gain on early extinguishment of debt	—			8,017			—			—			—		8,017
Other income, net	—			—			2,039			—			—		2,039
Total non-operating (expense) income, net	(8,711		)	(121,716		)	2,532			(190		)	—		(128,085		)
Loss before income taxes	(8,711		)	(163,229		)	(362,390		)	(2,544		)	—		(536,874		)
Income tax benefit (expense)	3,484			65,292			(43,640		)	1,018			—		26,154
(Loss) earnings from consolidated subsidiaries	(505,493		)	(407,556		)	(1,526		)	—			914,575		—
Net (loss) income	$	(510,720	)	$	(505,493	)	$	(407,556	)	$	(1,526	)	$	914,575	$	(510,720	)

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2015

(Dollars in thousands)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non- guarantors			Eliminations		Total Consolidated
Net revenue	$	—		$	500		$	1,168,179		$	—		$	—	$	1,168,679
Operating expenses:
Content costs	—			—			396,426			—			—		396,426
Selling, general & administrative expenses	—			—			475,268			2,059			—		477,327
Depreciation and amortization	—			1,525			100,580			—			—		102,105
LMA fees	—			—			10,129			—			—		10,129
Corporate expenses (including stock-based compensation expense of $21,033)	—			73,403			—			—			—		73,403
Loss on sale of assets or stations	—			—			2,856			—			—		2,856
Impairment on intangible assets and goodwill	—			—			565,584			—			—		565,584
Impairment charges - equity interest Pulser Media Inc.	—			—			19,364			—			—		19,364
Total operating expenses	—			74,928			1,570,207			2,059			—		1,647,194
Operating loss	—			(74,428		)	(402,028		)	(2,059		)	—		(478,515		)
Non-operating (expense) income:
Interest (expense) income, net	(8,735		)	(132,754		)	433			(190		)	—		(141,246		)
Gain on early extinguishment of debt	—			13,222			—			—			—		13,222
Other income, net	—			—			14,205			—			—		14,205
Total non-operating (expense) income, net	(8,735		)	(119,532		)	14,638			(190		)	—		(113,819		)
Loss from continuing operations before income taxes	(8,735		)	(193,960		)	(387,390		)	(2,249		)	—		(592,334		)
Income tax benefit (expense)	3,494			77,584			(36,138		)	900			—		45,840
Loss from continuing operations	(5,241		)	(116,376		)	(423,528		)	(1,349		)	—		(546,494		)
(Loss) earnings from consolidated subsidiaries	(541,253		)	(424,877		)	(1,349		)	—			967,479		—
Net (loss) income	$	(546,494	)	$	(541,253	)	$	(424,877	)	$	(1,349	)	$	967,479	$	(546,494	)

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2014

(Dollars in thousands)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	479		$	1,262,944		$	—		$	—		$	1,263,423
Operating expenses:
Content costs	—			—			433,596			—			—			433,596
Selling, general & administrative expenses	—			—			468,349			2,092			—			470,441
Depreciation and amortization	—			1,619			113,656			—			—			115,275
LMA fees	—			—			7,195			—			—			7,195
Corporate expenses (including stock-based compensation expense of $17,638)	—			76,428			—			—			—			76,428
Gain on sale of assets or stations	—			—			(1,342		)	—			—			(1,342		)
Total operating expenses	—			78,047			1,021,454			2,092			—			1,101,593
Operating (loss) income	—			(77,568		)	241,490			(2,092		)	—			161,830
Non-operating (expense) income:
Interest (expense) income, net	(9,349		)	(135,920		)	1,388			(264		)	—			(144,145		)
Other expense, net	—			—			4,338			—			—			4,338
Total non-operating (expense) income, net	(9,349		)	(135,920		)	5,726			(264		)	—			(139,807		)
(Loss) income from continuing operations before income taxes	(9,349		)	(213,488		)	247,216			(2,356		)	—			22,023
Income tax benefit (expense)	3,739			81,993			(96,928		)	942			—			(10,254		)
(Loss) income from continuing operations	(5,610		)	(131,495		)	150,288			(1,414		)	—			11,769
Earnings (loss) from consolidated subsidiaries	17,379			148,874			(1,414		)	—			(164,839		)	—
Net income (loss)	$	11,769		$	17,379		$	148,874		$	(1,414	)	$	(164,839	)	$	11,769

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2016

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



	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	$	—		$	131,259		$	—		$	—		$	—		$	131,259
Restricted cash	—			8,025			—			—			—			8,025
Accounts receivable, less allowance for doubtful accounts of $4,691	—			—			—			231,585			—			231,585
Trade receivable	—			—			4,985			—			—			4,985
Assets held for sale	—			—			30,150			—			—			30,150
Prepaid expenses and other current assets	—			17,321			16,602			—			—			33,923
Total current assets	—			156,605			51,737			231,585			—			439,927
Property and equipment, net	—			4,431			157,632			—			—			162,063
Broadcast licenses	—			—			—			1,540,183			—			1,540,183
Other intangible assets, net	—			—			116,499			—			—			116,499
Goodwill	—			—			135,214			—			—			135,214
Investment in consolidated subsidiaries	(388,509		)	3,348,992			1,012,947			—			(3,973,430		)	—
Intercompany receivables	—			103,593			1,848,263			—			(1,951,856		)	—
Other assets	—			21,631			135,996			364			(139,186		)	18,805
Total assets	$	(388,509	)	$	3,635,252		$	3,458,288		$	1,772,132		$	(6,064,472	)	$	2,412,691
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	19,994		$	76,247		$	—		$	—		$	96,241
Trade payable	—			—			4,550			—			—			4,550
Total current liabilities	—			19,994			80,797			—			—			100,791
Term loan, net of debt issuance costs/discounts of $29,909	—			1,780,357			—			—			—			1,780,357
7.75% senior notes, net of debt issuance costs of $6,200	—			603,800			—			—			—			603,800
Other liabilities	—			2,932			28,499			—			—			31,431
Intercompany payables	103,229			1,616,678			—			231,949			(1,951,856		)	—
Deferred income taxes	—			—			—			527,236			(139,186		)	388,050
Total liabilities	103,229			4,023,761			109,296			759,185			(2,091,042		)	2,904,429
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 shares issued and 29,225,765 shares outstanding	320			—			—			—			—			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1			—			—			—			—			1
Treasury stock, at cost, 2,806,187 shares	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,624,815			275,107			4,191,057			1,991,009			(6,457,173		)	1,624,815
Accumulated (deficit) equity	(1,887,564		)	(663,616		)	(842,065		)	(978,062		)	2,483,743			(1,887,564		)
Total stockholders’ (deficit) equity	(491,738		)	(388,509		)	3,348,992			1,012,947			(3,973,430		)	(491,738		)
Total liabilities and stockholders’ (deficit) equity	$	(388,509	)	$	3,635,252		$	3,458,288		$	1,772,132		$	(6,064,472	)	$	2,412,691

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2015

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



	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	$	—		$	31,657		$	—		$	—		$	—		$	31,657
Restricted cash	—			7,981			—			—			—			7,981
Accounts receivable, less allowance for doubtful accounts of $4,923	—			—			—			243,428			—			243,428
Trade receivable	—			—			4,146			—			—			4,146
Asset held for sale	—			—			45,157			—			—			45,157
Prepaid expenses and other current assets	—			6,375			20,531			—			—			26,906
Total current assets	—			46,013			69,834			243,428			—			359,275
Property and equipment, net	—			3,685			165,752			—			—			169,437
Broadcast licenses	—			—			—			1,578,066			—			1,578,066
Other intangible assets, net	—			—			174,530			—			—			174,530
Goodwill	—			—			703,354			—			—			703,354
Investment in consolidated subsidiaries	110,550			3,784,551			1,056,150			—			(4,951,251		)	—
Intercompany receivables	—			95,072			1,650,829			—			(1,745,901		)	—
Other assets	—			27,491			95,716			554			(106,035		)	17,726
Total assets	$	110,550		$	3,956,812		$	3,916,165		$	1,822,048		$	(6,803,187	)	$	3,002,388
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	31,997		$	86,399		$	—		$	—		$	118,396
Trade payable	—			—			4,374			—			—			4,374
Total current liabilities	—			31,997			90,773			—			—			122,770
Term loan, net of debt issuance costs/discounts of $37,524	—			1,801,416			—			—			—			1,801,416
7.75% senior notes, net of debt issuance costs of $8,515	—			601,485			—			—			—			601,485
Other liabilities	—			3,963			40,841			—			—			44,804
Intercompany payables	94,518			1,407,401			—			243,982			(1,745,901		)	—
Deferred income taxes	—			—			—			521,916			(106,035		)	415,881
Total liabilities	94,518			3,846,262			131,614			765,898			(1,851,936		)	2,986,356
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 31,987,862 shares issued and 29,182,118 shares outstanding	320			—			—			—			—			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1			—			—			—			—			1
Treasury stock, at cost, 2,805,743 shares	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,621,865			268,673			4,219,060			2,032,686			(6,520,419		)	1,621,865
Accumulated (deficit) equity	(1,376,844		)	(158,123		)	(434,509		)	(976,536		)	1,569,168			(1,376,844		)
Total stockholders’ equity (deficit)	16,032			110,550			3,784,551			1,056,150			(4,951,251		)	16,032
Total liabilities and stockholders’ equity (deficit)	$	110,550		$	3,956,812		$	3,916,165		$	1,822,048		$	(6,803,187	)	$	3,002,388

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2016

(Dollars in thousands)



	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 (loss) income	$	(510,720	)	$	(505,493	)	$	(407,556	)	$	(1,526	)	$	914,575		$	(510,720	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			1,530			85,737			—			—			87,267
Amortization of debt issuance costs/discounts	—			9,771			—			190			—			9,961
Provision for doubtful accounts	—			—			1,103			—			—			1,103
Gain on sale of assets or stations	—			—			(95,695		)	—			—			(95,695		)
Impairment on intangible assets and goodwill	—			—			604,965			—			—			604,965
Deferred income taxes	(3,484		)	(65,292		)	41,963			(1,018		)	—			(27,831		)
Stock-based compensation expense	—			2,948			—			—			—			2,948
Gain on early extinguishment of debt	—			(8,017		)	—			—			—			(8,017		)
Earnings (loss) from consolidated subsidiaries	505,493			407,556			1,526			—			(914,575		)	—
Changes in assets and liabilities	—			361,825			(392,415		)	2,354			—			(28,236		)
Net cash (used in) provided by operating activities	(8,711		)	204,828			(160,372		)	—			—			35,745
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			106,935			—			—			106,935
Restricted cash	—			(44		)	—			—			—			(44		)
Capital expenditures	—			(2,276		)	(20,761		)	—			—			(23,037		)
Net cash (used in) provided by investing activities	—			(2,320		)	86,174			—			—			83,854
Cash flows from financing activities:
Intercompany transactions, net	8,708			(82,906		)	74,198			—			—			—
Repayments of borrowings under revolving credit facilities	—			(20,000		)	—			—			—			(20,000		)
Proceeds from exercise of warrants	3			—			—			—			—			3
Net cash provided by (used in) financing activities	8,711			(102,906		)	74,198			—			—			(19,997		)
Increase in cash and cash equivalents	—			99,602			—			—			—			99,602
Cash and cash equivalents at beginning of period	—			31,657			—			—			—			31,657
Cash and cash equivalents at end of period	$	—		$	131,259		$	—		$	—		$	—		$	131,259

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2015

(Dollars in thousands)



	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 (loss) income	$	(546,494	)	$	(541,253	)	$	(424,877	)	$	(1,349	)	$	967,479		$	(546,494	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,525			100,580			—			—			102,105
Amortization of debt issuance costs/discount	—			9,351			—			190			—			9,541
Provision for doubtful accounts	—			—			4,501			—			—			4,501
Gain on sale of assets or stations	—			—			2,856			—			—			2,856
Impairment on intangible assets and goodwill	—			—			565,584			—			—			565,584
Impairment charges - equity interest in Pulser Media Inc.	—			—			19,364			—			—			19,364
Deferred income taxes	(3,494		)	(77,584		)	33,716			(900		)	—			(48,262		)
Stock-based compensation expense	—			21,033			—			—			—			21,033
Gain on early extinguishment of debt	—			(13,222		)	—			—			—			(13,222		)
Earnings from consolidated subsidiaries	541,253			424,877			1,349			—			(967,479		)	—
Changes in assets and liabilities	—			306,482			(343,115		)	2,059			—			(34,574		)
Net cash (used in) provided by operating activities	(8,735		)	131,209			(40,042		)	—			—			82,432
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			9,201			—			—			9,201
Restricted cash	—			2,074			—			—			—			2,074
Capital expenditures	—			(2,557		)	(16,679		)	—			—			(19,236		)
Net cash used in investing activities	—			(483		)	(7,478		)	—			—			(7,961		)
Cash flows from financing activities:
Intercompany transactions, net	8,727			(56,244		)	47,517			—			—			—
Repayments of borrowings under revolving credit facilities	—			(50,000		)	—			—			—			(50,000		)
Tax withholding paid on behalf of employees	—			(93		)	—			—			—			(93		)
Proceeds from exercise of warrants	8			—			—			—			—			8
Net cash provided by (used in) financing activities	8,735			(106,337		)	47,517			—			—			(50,085		)
Increase (decrease) in cash and cash equivalents	—			24,389			(3		)	—			—			24,386
Cash and cash equivalents at beginning of period	—			7,268			3			—			—			7,271
Cash and cash equivalents at end of period	$	—		$	31,657		$	—		$	—		$	—		$	31,657

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2014

(Dollars in thousands)



	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)	$	11,769		$	17,379		$	148,874		$	(1,414	)	$	(164,839	)	$	11,769
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,619			113,656			—			—			115,275
Amortization of debt issuance costs/discounts	—			9,302			—			191			—			9,493
Provision for doubtful accounts	—			—			4,302			—			—			4,302
Gain on sale of assets or stations	—			—			(1,342		)	—			—			(1,342		)
Fair value adjustment of derivative instruments	—			21			—			—			—			21
Deferred income taxes	(3,739		)	(81,993		)	93,576			(942		)	—			6,902
Stock-based compensation expense	—			17,638			—			—			—			17,638
Earnings from consolidated subsidiaries	(17,379		)	(148,874		)	1,414			—			164,839			—
Changes in assets and liabilities	—			349,463			(368,911		)	(7,814		)	—			(27,262		)
Net cash (used in) provided by operating activities	(9,349		)	164,555			(8,431		)	(9,979		)	—			136,796
Cash flows from investing activities:
Restricted cash	—			(3,909		)	—			—			—			(3,909		)
Capital expenditures	—			(1,000		)	(18,006		)	—			—			(19,006		)
Proceeds from exchange of assets or stations	—			—			15,843			—			—			15,843
Acquisition less cash required	—			—			(8,500		)	—			—			(8,500		)
Net cash used in investing activities	—			(4,909		)	(10,663		)	—			—			(15,572		)
Cash flows from financing activities:
Intercompany transactions, net	(3,188		)	(50,909		)	19,097			35,000			—			—
Repayment of borrowings under term loans and revolving credit facilities	—			(121,125		)	—			(35,000		)	—			(156,125		)
Proceeds from borrowings under term loans and revolving credit facilities	—			—			—			10,000			—			10,000
Tax withholding payments on behalf of employees	—			(1,332		)	—			—			—			(1,332		)
Proceeds from exercise of warrants	113			—			—			—			—			113
Proceeds from exercise of options	620			—			—			—			—			620
Deferred financing costs	—			—			—			(21		)				(21		)
Net cash (used in) provided by financing activities	(2,455		)	(173,366		)	19,097			9,979			—			(146,745		)
(Decrease) increase in cash and cash equivalents	(11,804		)	(13,720		)	3			—			—			(25,521		)
Cash and cash equivalents at beginning of period	11,804			20,988			—			—			—			32,792
Cash and cash equivalents at end of period	$	—		$	7,268		$	3		$	—		$	—		$	7,271