Supplemental Condensed Consolidating Financial Information

At December 31, 2017, 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”).

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 first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Consolidated Balance Sheet to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements.

In accordance with 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 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 revised financial information as of December 31, 2016.

The following tables present (i) Condensed Consolidating Statements of Operations for the years ended December 31, 2017, 2016 and 2015, (ii) Condensed Consolidating Balance Sheets as of December 31, 2017 and 2016, and (iii) Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2017

(Dollars in thousands)



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non- guarantors			Eliminations		Total Consolidated
Net revenue	$	—		$	—		$	1,135,662		$	—		$	—	$	1,135,662
Operating expenses:
Content costs	—			—			402,978			—			—		402,978
Selling, general & administrative expenses	—			—			475,116			2,419			—		477,535
Depreciation and amortization	—			1,193			61,046			—			—		62,239
LMA fees	—			—			10,884			—			—		10,884
Corporate expenses (including stock-based compensation expense of $1,614)	—			59,062			—			—			—		59,062
Gain on sale of assets or stations	—			—			(2,499		)	—			—		(2,499		)
Impairment of intangible assets and goodwill	—			—			—			335,909			—		335,909
Total operating expenses	—			60,255			947,525			338,328			—		1,346,108
Operating loss	—			(60,255		)	188,137			(338,328		)	—		(210,446		)
Non-operating (expense) income:
Reorganization items, net	—			(31,603		)	—			—			—		(31,603		)
Interest (expense) income	(8,735		)	(118,217		)	136			—			—		(126,816		)
Loss on early extinguishment of debt	—			(1,063		)	—			—			—		(1,063		)
Other loss, net	—			—			(363		)	—			—		(363		)
Total non-operating expense, net	(8,735		)	(150,883		)	(227		)	—			—		(159,845		)
(Loss) income before income taxes	(8,735		)	(211,138		)	187,910			(338,328		)	—		(370,291		)
Income tax benefit	2,516			60,808			2,964			97,438			—		163,726
(Loss) earnings from consolidated subsidiaries	(200,346		)	(50,016		)	(240,890		)	—			491,252		—
Net (loss) income	$	(206,565	)	$	(200,346	)	$	(50,016	)	$	(240,890	)	$	491,252	$	(206,565	)

CUMULUS MEDIA INC.

(Debtor-In-Possession)

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 of 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 from continuing operations	(5,227		)	(97,937		)	(406,030		)	(1,526		)	—		(510,720		)
(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

(Debtor-In-Possession)

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 of 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.

(Debtor-In-Possession)

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2017

(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	$	—		$	102,891		$	—		$	—		$	—		$	102,891
Restricted cash	—			8,999			—			—			—			8,999
Accounts receivable, less allowance for doubtful accounts of $4,322	—			—			235,247			—			—			235,247
Trade receivable	—			—			4,224			—			—			4,224
Prepaid expenses and other current assets	—			25,393			16,866			—			—			42,259
Total current assets	—			137,283			256,337			—			—			393,620
Property and equipment, net	—			14,404			177,200			—			—			191,604
Broadcast licenses	—			—			—			1,203,809			—			1,203,809
Other intangible assets, net	—			—			82,994			—			—			82,994
Goodwill	—			—			135,214			—			—			135,214
Investment in consolidated subsidiaries	—			3,323,713			984,559			—			(4,308,272		)	—
Intercompany receivables	—			111,964			1,800,539			—			(1,912,503		)	—
Other assets	—			6,507			13,571			—			—			20,078
Total assets	$	—		$	3,593,871		$	3,450,414		$	1,203,809		$	(6,220,775	)	$	2,027,319
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	8,653		$	27,504		$	—		$	—		$	36,157
Total current liabilities	—			8,653			27,504			—			—			36,157
Other liabilities	—			53			1			—			—			54
Intercompany payables	111,964			1,800,539			—			—			(1,912,503		)	—
Estimated losses on investment	584,151			—			—			—			(584,151		)	—
Total liabilities not subject to compromise	696,115			1,809,245			27,505			—			(2,496,654		)	36,211
Liabilities subject to compromise	—			2,368,777			99,196			219,250			—			2,687,223
Total liabilities	696,115			4,178,022			126,701			219,250			(2,496,654		)	2,723,434
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	1,626,428			279,811			4,215,794			2,203,511			(6,699,116		)	1,626,428
Accumulated (deficit) equity	(2,093,554		)	(863,962		)	(892,081		)	(1,218,952		)	2,974,995			(2,093,554		)
Total stockholders’ (deficit) equity	(696,115		)	(584,151		)	3,323,713			984,559			(3,724,121		)	(696,115		)
Total liabilities and stockholders’ equity (deficit)	$	—		$	3,593,871		$	3,450,414		$	1,203,809		$	(6,220,775	)	$	2,027,319

CUMULUS MEDIA INC.

(Debtor-In-Possession)

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
Asset 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	—			3,348,992			1,012,947			—			(4,361,939		)	—
Intercompany receivables	—			103,593			1,848,263			—			(1,951,856		)	—
Other assets	—			21,631			135,996			364			(139,186		)	18,805
Total assets	$	—		$	3,635,252		$	3,458,288		$	1,772,132		$	(6,452,981	)	$	2,412,691
Liabilities and Stockholders’ (Deficit) Equity
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		)	—
Accumulated losses in consolidated subsidiaries	388,509			—			—			—			(388,509		)	—
Deferred income taxes	—			—			—			527,236			(139,186		)	388,050
Total liabilities	491,738			4,023,761			109,296			759,185			(2,479,551		)	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	$	—		$	3,635,252		$	3,458,288		$	1,772,132		$	(6,452,981	)	$	2,412,691

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2017

(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	$	(206,565	)	$	(200,346	)	$	(50,016	)	$	(240,890	)	$	491,252		$	(206,565	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,193			61,046			—			—			62,239
Amortization of debt issuance costs/discounts	—			9,394			—			—			—			9,394
Provision for doubtful accounts	—			—			5,807			—			—			5,807
Gain on sale of assets or stations	—			—			(2,499		)	—			—			(2,499		)
Non cash reorganization	—			25,921			—			—			—			25,921
Impairment of intangible assets and goodwill	—			—			—			335,909			—			335,909
Deferred income taxes	(2,516		)	(60,808		)	(7,464		)	(97,438		)	—			(168,226		)
Stock-based compensation expense	—			1,614			—			—			—			1,614
Loss on early extinguishment of debt	—			1,063			—			—			—			1,063
Earnings (loss) from consolidated subsidiaries	200,346			50,016			240,890			—			(491,252		)	—
Changes in assets and liabilities	4,355			291,517			(282,757		)	8,824			—			21,939
Net cash (used in) provided by operating activities	(4,380		)	119,564			(34,993		)	6,405			—			86,596
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			6,090			—			—			6,090
Restricted cash	—			(974		)	—			—			—			(974		)
Capital expenditures	—			(11,166		)	(20,766		)	—			—			(31,932		)
Net cash used in investing activities	—			(12,140		)	(14,676		)	—			—			(26,816		)
Cash flows from financing activities:
Intercompany transactions, net	4,380			(54,049		)	49,669			—			—			—
Repayments of borrowings under term loan and revolving credit facilities	—			(81,652		)	—			—			—			(81,652		)
Adequate protection payments on term loan	—			—			—			(6,405		)	—			(6,405		)
Deferred financing costs	—			(91		)	—			—			—			(91		)
Net cash provided by (used in) financing activities	4,380			(135,792		)	49,669			(6,405		)	—			(88,148		)
Decrease in cash and cash equivalents	—			(28,368		)	—			—			—			(28,368		)
Cash and cash equivalents at beginning of period	—			131,259			—			—			—			131,259
Cash and cash equivalents at end of period	$	—		$	102,891		$	—		$	—		$	—		$	102,891

CUMULUS MEDIA INC.

(Debtor-In-Possession)

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 (used in) provided by operating activities:
Depreciation and amortization	—			1,530			85,737			—			—			87,267
Amortization of debt issuance costs/discount	—			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 of 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.

(Debtor-In-Possession)

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/discounts	—			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 of 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:
Restricted cash	—			2,074			—			—			—			2,074
Capital expenditures	—			(2,557		)	(16,679		)	—			—			(19,236		)
Proceeds from exchange of assets or stations	—			—			9,201			—			—			9,201
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			—			—			—
Repayment of borrowings under term loans and revolving credit facilities	—			(50,000		)	—			—			—			(50,000		)
Tax withholding payments 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