Exhibit 99.2

CUMULUS MEDIA INC.

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	1
Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	1
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2011 and 2010	2
Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2011 and the Year Ended December 31, 2010	3
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010	4
Notes to Unaudited Consolidated Financial Statements	5

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.

CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	September 30, 2011			December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	47,076		$	12,814
Restricted cash		3,477			604
Accounts receivable, less allowance for doubtful accounts of $1,502 and $1,115 at 2011 and 2010, respectively		233,422			38,267
Trade receivable		7,348			3,605
Prepaid expenses and other current assets		53,233			4,403
Total current assets		344,556			59,693
Property and equipment, net		260,787			39,684
Broadcast licenses		1,624,809			160,418
Other intangible assets, net		442,563			552
Goodwill		1,313,197			56,079
Other assets		86,168			3,210
Total assets	$	4,072,080		$	319,636
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	151,546		$	20,365
Trade payable		5,845			3,569
Derivative instrument		—			3,683
Current portion of long-term debt		9,938			15,165
Total current liabilities		167,329			42,782
Long-term debt		2,280,103			575,843
Senior notes		610,000			—
Other liabilities		68,961			17,590
Deferred income taxes		528,357			24,730
Total liabilities		3,654,750			660,945
Redeemable preferred stock:
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 125,000 shares issued and outstanding at September 30, 2011 and none at December 31, 2010		110,937			—
Total redeemable preferred stock		110,937			—
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 142,984,733 and 59,599,857 shares issued, and 119,460,855 and 35,538,530 shares outstanding at 2011 and 2010, respectively		1,430			596
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 12,439,667 and 5,809,191 shares issued and outstanding at 2011 and 2010, respectively		124			58
Class C common stock, par value $0.01 per share; 644,871 shares authorized; 644,871 shares issued and outstanding at both 2011 and 2010		6			6
Treasury stock, at cost, 23,523,878 and 24,061,327 shares at 2011 and 2010, respectively		(251,148	)		(256,792	)
Additional paid-in-capital		1,528,316			964,156
Accumulated deficit		(972,335	)		(1,049,333	)
Total stockholders’ equity (deficit)		306,393			(341,309	)
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)	$	4,072,080		$	319,636

See accompanying notes to the unaudited consolidated financial statements.

1

CUMULUS MEDIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Broadcast revenues	$	131,845		$	66,434		$	256,632		$	190,531
Management fees		458			1,021			2,708			3,021
Net revenues		132,303			67,455			259,340			193,552
Operating expenses:
Direct operating expenses (excluding depreciation, amortization and LMA fees)		77,873			40,486			154,586			120,829
Depreciation and amortization		11,219			2,222			15,231			7,130
LMA fees		530			607			1,670			1,500
Corporate, general and administrative expenses (including non-cash stock-based compensation of $956, $556, $2,142 and $1,016, respectively)		44,654			4,680			61,924			13,824
Gain on exchange of assets or stations		—			—			(15,278	)		—
Realized loss on derivative instrument		1,436			746			2,681			1,810
Total operating expenses		135,712			48,741			220,814			145,093
Operating (loss) income		(3,409	)		18,714			38,526			48,459
Non-operating (expense) income:
Interest expense, net		(19,503	)		(7,586	)		(34,999	)		(23,728	)
Loss on early extinguishment of debt		—			—			(4,366	)		—
Other income (expense), net		181			(6	)		87			(87	)
Gain on equity investment in Cumulus Media Partners, LLC		11,636			—			11,636			—
Total non-operating expense, net		(7,686	)		(7,592	)		(27,642	)		(23,815	)
(Loss) income before income taxes		(11,095	)		11,122			10,884			24,644
Income tax benefit (expense)		70,633			(1,391	)		66,114			(2,753	)
Net income	$	59,538		$	9,731		$	76,998		$	21,891
Basic and diluted income per common share (see Note 9, “Earnings Per Share”):
Basic income per common share	$	0.64		$	0.23		$	1.27		$	0.52
Diluted income per common share	$	0.60		$	0.23		$	1.21		$	0.51
Weighted average basic common shares outstanding		73,918,849			40,371,659			53,006,530			40,322,079
Weighted average diluted common shares outstanding		80,364,347			41,466,480			55,741,773			41,241,895

See accompanying notes to the unaudited consolidated financial statements.

2

CUMULUS MEDIA INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Nine Months Ended September 30, 2011 and Year Ended December 31, 2010

(Dollars in thousands, except for share data)

(Unaudited)

	Class A Common Stock				Class B Common Stock				Class C Common Stock				Class D Common Stock
	Number				Number				Number				Number									Additional
	of Shares		Par Value		of Shares		Par Value		of Shares		Par Value		of Shares			Par Value			Treasury Stock			Paid-In Capital			Accumulated Deficit			Total
Balance at January 1, 2010		59,572,592	$	596		5,809,191	$	58		644,871	$	6		—		$	—		$	(261,382	)	$	966,945		$	(1,078,735	)	$	(372,512	)
Net income																										29,402			29,402
Issuance of common stock		27,265		—		—		—		—		—		—			—			—			—			—			—
Restricted shares issued from treasury		—		—		—		—		—		—		—			—			4,898			(4,898	)		—			—
Transfer of restricted shares to equity		—		—		—		—		—		—		—			—			165			378			—			543
Shares returned in lieu of tax payments		—		—		—		—		—		—		—			—			(343	)		—			—			(343	)
Non-cash stock-based compensation expense		—		—		—		—		—		—		—			—			—			1,601			—			1,601
Restricted share forfeitures		—		—		—		—		—		—		—			—			(130	)		130			—			—
Balance at December 31, 2010		59,599,857	$	596		5,809,191	$	58		644,871	$	6		—		$	—		$	(256,792	)	$	964,156		$	(1,049,333	)	$	(341,309	)
Net income																										76,998			76,998
Issuance of common stock — CMP Acquisition		3,315,238		33		—		—		—		—		6,630,476			66			—			34,810			—			34,909
Issuance of warrants — CMP Acquisition		—		—		—		—		—		—		—			—			—			29,021			—			29,021
Issuance of common stock — Citadel Acquisition		79,129,243		791		—		—		—		—		—			—			—			270,688			—			271,479
Issuance of warrants — Citadel Acquisition		—		—		—		—		—		—		—			—			—			250,670			—			250,670
Conversion of equity upon effectiveness of amended and restated certificate of incorporation		—		—		6,630,476		66		—		—		(6,630,476	)		(66	)		—			—			—			—
Conversion of restricted shares upon closing of Citadel Acquisition		883,386		9		—		—		—		—		—			—			—			2,155			—			2,164
Equity held in reserve		—		—		—		—		—		—		—			—			—			5,972			—			5,972
Restricted shares issued from treasury		—		—		—		—		—		—		—			—			6,320			(5,488	)		—			832
Costs associated with the issuance of equity		—		—		—		—		—		—		—			—			—			(26,243	)		—			(26,243	)
Conversion of equity upon exercise of warrants		57,009		1		—		—		—		—		—			—			—			19			—			20
Dividends declared on preferred stock		—		—		—		—		—		—		—			—			—			(1,017	)		—			(1,017	)
Accretion of redeemable preferred stock		—		—		—		—		—		—		—			—			—			(190	)		—			(190	)
Shares returned in lieu of tax payments		—		—		—		—		—		—		—			—			(666	)		—			—			(666	)
Non-cash stock-based compensation expense		—		—		—		—		—		—		—			—			—			3,753			—			3,753
Restricted share forfeitures		—		—		—		—		—		—		—			—			(10	)		10			—			—
Balance at September 30, 2011		142,984,733	$	1,430		12,439,667	$	124		644,871	$	6		—		$	—		$	(251,148	)	$	1,528,316		$	(972,335	)	$	306,393

See accompanying notes to the unaudited consolidated financial statements.

3

CUMULUS MEDIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2011			2010
Cash flows from operating activities:
Net income	$	76,998		$	21,891
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,231			7,130
Amortization of debt issuance costs/discounts		1,699			919
Loss on early extinguishment of debt		4,366			—
Provision for doubtful accounts		920			922
Loss on sale of assets or stations		33			82
Gain on exchange of assets or stations		(15,278	)		—
Fair value adjustment of derivative instruments		(1,002	)		(6,536	)
Deferred income taxes		(68,443	)		2,488
Non-cash stock-based compensation		2,142			1,016
Other		(1,318	)		—
Gain on equity investment in Cumulus Media Partners, LLC		(11,636	)		—
Changes in assets and liabilities:
Restricted cash		(17	)		185
Accounts receivable		(1,259	)		(1,449	)
Trade receivable		(555	)		1,442
Prepaid expenses and other current assets		2,118			(903	)
Other assets		(441	)		818
Accounts payable and accrued expenses		24,860			3,023
Trade payable		345			(1,528	)
Other liabilities		3,571			(216	)
Net cash provided by operating activities		32,334			29,284
Cash flows from investing activities:
Acquisitions less cash acquired		(2,024,153	)		—
Capital expenditures		(2,885	)		(2,127	)
Purchase of intangible assets		—			(230	)
Proceeds from sale of assets or stations		—			196
Net cash used in investing activities		(2,027,038	)		(2,161	)
Cash flows from financing activities:
Proceeds from issuance of 7.75% Senior Notes due 2019		610,000			—
Proceeds from borrowings under term loans and revolving credit facilities, net of $25.1 million debt discount		2,289,900			—
Repayments of borrowings under bank credit facilities		(1,214,676	)		(30,353	)
Proceeds from sale of equity securities		444,513			—
Redemption of CMP preferred stock		(41,565	)		—
Deferred financing costs		(58,540	)		—
Tax withholding payments on behalf of employees		(666	)		(184	)
Payments made to creditors pursuant to credit facility amendment		—			(245	)
Net cash provided by (used in) financing activities		2,028,966			(30,782	)
Increase (decrease) in cash and cash equivalents		34,262			(3,659	)
Cash and cash equivalents at beginning of period		12,814			16,224
Cash and cash equivalents at end of period	$	47,076		$	12,565
Supplemental disclosures of cash flow information:
Interest paid	$	16,365		$	20,420
Income taxes paid		5,141			259
Trade revenue		12,752			12,435
Trade expense		12,184			12,259

The Company completed its previously announced acquisitions of Cumulus Media Partners, LLC (“CMP”) and Citadel Broadcasting

Corporation (“Citadel”) in the nine months ended September 30, 2011. The CMP acquisition was an all stock transaction and, as such, it is not reflected in the above statement of cash flows for the nine months ended September 30, 2011. In conjunction with the Citadel acquisition, the Company also issued Class A common stock and warrants to purchase common stock to Citadel shareholders, as well as non-cash share-based compensation awards to certain Citadel employees, none of which are reflected in the above statements of cash flows for either period presented. See Note 2, “Acquisitions and Dispositions” for additional discussion related to these acquisitions.

See accompanying notes to the unaudited consolidated financial statements.

4

CUMULUS MEDIA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Description of the Company

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “Cumulus,” “Cumulus Media,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997.

On August 1, 2011, Cumulus completed its previously announced acquisition of the remaining 75.0% of the equity interests of CMP that it did not already own (the “CMP Acquisition”). As a result of the CMP Acquisition, CMP became an indirect wholly-owned subsidiary of the Company. CMP’s operating results have been included in the accompanying unaudited consolidated financial statements since the date of the completion of the CMP Acquisition. Prior to the completion of the CMP Acquisition, Cumulus had operated CMP’s business pursuant to a management agreement since 2006. In connection with the CMP Acquisition, Cumulus issued 9.9 million shares of its common stock to affiliates of the three private equity firms that collectively owned the 75.0% of CMP not then-owned by Cumulus. Also in connection with the CMP Acquisition, 3.7 million outstanding warrants to purchase shares of common stock of a subsidiary of CMP were amended to instead become exercisable for up to 8.3 million shares of Class B common stock of Cumulus (see Note 7, “Stockholders’ Equity”).

On September 16, 2011, Cumulus completed its previously announced acquisition of Citadel (the “Citadel Acquisition”) for an aggregate purchase price of approximately $2.3 billion, consisting of approximately $1.4 billion in cash, the issuance of 23.4 million shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), including 0.9 million restricted shares, warrants to purchase 47.7 million shares of Class A common stock, 2.4 million warrants held in reserve for potential future issuance related to the pending final settlement of certain outstanding unsecured claims arising from Citadel’s emergence from bankruptcy, and the consideration to settle the debt of Citadel. As a result of the Citadel Acquisition, Citadel became an indirect wholly-owned subsidiary of the Company. Citadel’s operating results have been included in the accompanying unaudited consolidated financial statements since the date of the completion of the Citadel Acquisition (see Note 2, “Acquisitions and Dispositions”).

Also on September 16, 2011 and in connection with the Citadel Acquisition, the Company issued and sold 51.8 million shares of Class A common stock and warrants to purchase 7.8 million shares of Class A common stock to Crestview, 125,000 shares of Series A preferred stock to Macquarie, and 4.7 million shares of Class A common stock and immediately exercisable warrants to purchase 24.1 million shares of Class A common stock to UBS and certain other entities.

In connection with the closing of the Citadel Acquisition and the completion of the Company’s previously announced related global refinancing (the “Global Refinancing”), on September 16, 2011, the Company repaid approximately $1.4 billion in outstanding senior or subordinated indebtedness and other obligations of (a) the Company, (b) certain of the Company’s other wholly-owned subsidiaries, and (c) Citadel. This Global Refinancing, and the cash portion of the purchase price paid in the Citadel Acquisition, were funded with (i) $1.325 billion in borrowings under a new first lien term loan, $200.0 million in borrowings under a new first lien revolving credit facility and $790.0 million in borrowings under a new second lien term loan, all as described in more detail in Note 4, “Long-Term Debt,” and (ii) proceeds from the sale of $475.0 million of Cumulus Media’s common stock, preferred stock and warrants to purchase common stock to certain investors (the “Equity Investment”) in a private placement exempt from the registration requirements under the Securities Act of 1933 (the “Securities Act”). The $610.0 million of 7.75% Senior Notes due 2019 (the “7.75% Senior Notes”) issued by the Company in May 2011 remain outstanding (see Note 2, “Acquisitions and Dispositions”).

Also in connection with the Citadel Acquisition and as part of the transactions contemplated by the Global Refinancing, during the three months ended September 30, 2011, the Company completed an internal restructuring into a holding company structure, which included transferring the remaining assets and operations held directly or indirectly by the Company, other than the equity interests of its direct wholly-owned subsidiary Cumulus Media Holdings Inc. (“Cumulus Holdings”), to Cumulus Holdings (the “Internal Restructuring”). In connection with the Internal Restructuring, all obligations under the 7.75% Senior Notes were assigned to and assumed by Cumulus Holdings, which was substituted for the Company as the issuer and primary obligor thereunder, and the Company provided a guarantee of all such obligations of Cumulus Holdings.

Each of the CMP Acquisition and the Citadel Acquisition has been accounted for under the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the respective purchase prices were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates. Each purchase price allocation is preliminary and is subject to, among other things, the final valuation of assets acquired and liabilities assumed, and may be adjusted for up to twelve months following the closing date of each respective acquisition. For additional information on the preliminary allocation of the purchase price related to each such acquisition (see Note 2, “Acquisitions and Dispositions”). As a result of the foregoing, the accompanying unaudited consolidated financial statements as of and for the period ended September 30, 2011 are not necessarily comparable to the unaudited consolidated financial statements for any prior period.

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Nature of Business

Cumulus Media believes it is the largest pure-play radio broadcaster in the United States based on number of stations. At September 30, 2011, Cumulus Media owned or operated more than 570 radio stations (including under local marketing agreements, or “LMAs”) in 120 United States media markets and a nationwide radio network serving over 4,000 stations.

Interim Financial Data

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The accompanying unaudited interim consolidated financial statements include the consolidated accounts of Cumulus and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations for and financial condition as of the end of, the interim periods have been made. The results of operations and cash flows for the nine months ended September 30, 2011 and the Company’s’ financial condition as of such date, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, 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 disclosures 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, stock-based compensation, contingencies, litigation and purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable 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 amounts and 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”) topic 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 that occurred 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. ASU 2010-29 is a disclosure only clarification and its adoption had no impact on the Company’s financial condition or results of operation. The Company has included the disclosures required pursuant to this guidance in this report.

ASU 2011-04. In May 2011, the FASB issued ASU 2011-04, which amends ASC topic 820, Fair Value Measurements and Disclosures, to achieve common fair value measurement and disclosure requirements under GAAP and International Financial Reporting Standards (“IFRS”). This standard gives clarification for the highest and best use valuation concepts. The ASU also provides guidance on fair value measurements relating to instruments classified in stockholders’ equity and instruments managed within a portfolio. Further, ASU 2011-04 clarifies disclosures for financial instruments categorized within level 3 of the fair value hierarchy that require companies to provide quantitative information about unobservable inputs used, the sensitivity of the measurement to changes in those inputs, and the valuation processes used by the reporting entity. Early adoption is not permitted. Implementation of this standard will be effective in the first fiscal year beginning after December 15, 2011. The Company is currently evaluating the newly prescribed disclosures but does not expect they will have a material impact on the consolidated financial statements.

6

ASU 2011-8. In September 2011, the FASB issued ASU 2011-8, which amends ASC topic 350, Intangibles-Goodwill and Other. The amendments in this ASU give companies the option to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50.0%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step goodwill impairment test. Otherwise, a company is not required to perform this two-step test. Under the amendments in this ASU, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. Early adoption is permitted. Implementation of this standard will be required for fiscal years beginning after December 15, 2011. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements.

2. Acquisitions and Dispositions

2011 Acquisitions

Ann Arbor, Battle Creek and Canton Asset Exchange

On February 18, 2011, the Company completed an asset exchange with Clear Channel Communications, Inc. (“Clear Channel”). As part of the asset exchange, the Company acquired eight of Clear Channel’s radio stations located in Ann Arbor and Battle Creek, Michigan in exchange for the Company’s radio station in Canton, Ohio. The Company disposed of two of the Battle Creek stations simultaneously with the closing of the transaction to comply with the Federal Communications Commission’s (“FCC”) broadcast ownership limits. The asset exchange was accounted for as a business combination in accordance with FASB’s guidance. The fair value of the assets acquired in the asset exchange was $17.4 million. The Company incurred approximately $0.3 million in acquisition costs related to this transaction and expensed them as incurred through earnings within corporate, general and administrative expense. The $4.3 million allocated to goodwill is deductible for tax purposes. The results of operations for the Ann Arbor and Battle Creek stations acquired, which were not material, have been included in the Company’s statements of operations since 2007 when the Company entered into an LMA with Clear Channel to manage the stations. Prior to the asset exchange, the Company did not have any preexisting relationship with Clear Channel with regard to the Canton, Ohio market.

In conjunction with the transactions, the Company recorded a net gain of $15.3 million, which is included in gain on exchange of assets or stations in the accompanying unaudited consolidated statements of operations.

The table below summarizes the final purchase price allocation (dollars in thousands):

Allocation	Amount
Property and equipment	$	1,790
Broadcast licenses		11,190
Goodwill		4,342
Other intangibles		72
Total purchase price		17,394
Less: Carrying value of Canton station		(2,116	)
Gain on asset exchange	$	15,278

CMP Acquisition

On August 1, 2011, the Company completed its previously announced acquisition of the remaining 75.0% of the equity interests of CMP that it did not already own. The Company had owned 25.0% of CMP’s equity interests since it, together with Bain Capital Partners, LLC (“Bain”), The Blackstone Group L.P. (“Blackstone”) and Thomas H. Lee Partners, L.P. (“THL,” and together with Bain and Blackstone, the “CMP Sellers”), formed CMP in 2005. Pursuant to a management agreement, the Company had been operating CMP’s business since 2006. This management agreement was terminated in connection with the completion of the CMP Acquisition. In connection with the CMP Acquisition, the Company issued 9.9 million shares of its common stock to affiliates of the CMP Sellers. 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 a newly authorized Class D non-voting common stock, par value $0.01 per share (the “Class D common stock”). This Class D common stock

7

was subsequently converted into an equivalent number of shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock”), with substantially identical terms, pursuant to the terms of the Company’s Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware and effective upon the effectiveness of the Citadel Acquisition (discussed below). Also in connection with the CMP Acquisition, outstanding warrants to purchase 3.7 million shares of common stock of a subsidiary of CMP (the “CMP Restated Warrants”) were amended to instead become exercisable for up to 8.3 million shares of common stock of the Company.

In conjunction with the CMP Acquisition, the Company acquired CMP KC, LLC (“KC LLC”), an indirectly wholly-owned subsidiary of CMP. On February 2, 2011, the direct parent company of KC LLC entered into a restructuring support agreement (the “Restructuring Agreement”) regarding the restructuring of KC LLC’s debt with the lenders under KC LLC credit facilities (the “Restructuring”). The Restructuring is expected to be conducted and 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”). The Company expects the Pre-packaged Bankruptcy Proceeding will occur, and the Restructuring will be completed, by early 2012. Upon completion of the Restructuring, the Company will no longer have an ownership interest in KC LLC. The Company has determined that it is not the primary beneficiary of KC LLC and does not consolidate KC LLC in accordance with the guidance for variable interest entities.

Under the acquisition method of accounting for business combinations, a preliminary purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration over the net acquisition date fair value of the assets acquired and the liabilities assumed. The fair value of the assets acquired and liabilities assumed represent management’s estimates based on information available as of the date of acquisition. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible and intangible assets and residual goodwill. Management expects to continue to obtain information to assist in finalizing these preliminary valuations during the measurement period (up to one year from the acquisition date). The Company fair valued its historical 25.0% equity interest in CMP and recorded a gain of $11.6 million, the difference between the fair value at acquisition and the carrying value which was zero given CMP’s historical losses. With respect to certain outstanding preferred stock of CMP, the Company recorded $0.5 million in dividends for the period from August 1, 2011, the acquisition date, to September 16, 2011. This preferred stock was redeemed on September 16, 2011 for approximately $41.6 million.

Revenues of $32.0 million attributable to CMP since August 1, 2011 are included in the Company’s accompanying unaudited consolidated financial statements for both the three and nine month periods ended September 30, 2011.

The preliminary allocation of the purchase price in the CMP Acquisition is as follows (dollars in thousands):

Fair Value of Consideration Transferred	Amount
Fair value of equity consideration to CMP Sellers (1)	$	34,909
Fair value of equity consideration to holders of CMP Restated Warrants (2)		29,021
Preferred stock of CMP (3)		41,069
Fair value of assumed debt		619,234
Total purchase price	$	724,233
Existing equity interest in CMP (4)		11,636
Total fair value for allocation	$	735,869

(1) Estimated fair value of the 9.9 million shares of the Company’s common stock issued to the CMP Sellers, based on the closing price of the Company’s Class A common stock on August 1, 2011.

(2) Estimated fair value of the 3.7 million outstanding CMP Restated Warrants, which are exercisable for 8.3 million shares of the Company’s common stock, based on the closing price of the Company’s Class A common stock.

(3) Estimated fair value of preferred stock at the par value of $32.8 million plus cumulative undeclared dividends of $8.3 million.

(4) Gain on equity investment in CMP, equal to the estimated fair value of the Company’s then — existing 25.0% ownership interest in CMP, and based on the closing price of the Company’s Class A common stock on August 1, 2011.

Acquisition related costs attributable to the CMP Acquisition included in corporate, general and administrative expenses for the three and nine months ended September 30, 2011 totaled $1.2 million and $1.9 million, respectively.

The purchase price in the CMP Acquisition has preliminarily been allocated to the tangible and intangible assets acquired, and the liabilities assumed, based on management’s best estimates of their fair values as of the date of the CMP Acquisition as follows (dollars in thousands):

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Allocation	Amount
Current assets	$	61,302
Property and equipment		29,091
Broadcast licenses		317,917
Other intangibles		94,422
Goodwill		408,250
Other assets		6,647
Current liabilities		(13,672	)
Other long-term liabilities		(6,335	)
Deferred income taxes		(161,753	)
Total purchase price	$	735,869

The material assumptions utilized in the valuation of intangible assets included overall future market revenue growth rates for the residual year of approximately 2.0% and weighted average cost of capital of 10.5%. Goodwill was equal to the difference between the purchase price and the value assigned to tangible and intangible assets and liabilities. $407.7 million of the acquired goodwill balance is non-deductible for tax purposes. Among the factors considered by management that contributed to the purchase price allocation resulting in the recognition of goodwill were CMP’s high operating margins, strong sales force and employee base, and its overall market presence.

The indefinite-lived intangible assets acquired in the CMP Acquisition consist of broadcast licenses and goodwill. The definite-lived intangible assets acquired in the CMP Acquisition are being amortized in relation to the economic benefits of such assets over their useful lives and consist of the following (dollars in thousands):

Description	Useful Life in Years		Fair Value
Advertising relationships		6	$	94,422

As required by ASU 2010-29, the following unaudited pro forma financial information assumes the CMP Acquisition occurred as of the beginning of the prior year’s reporting period. The pro forma financial information for all periods presented also includes the business combination accounting effects from the CMP Acquisition, including the Company’s amortization expense resulting from acquired intangible assets, the elimination of certain intangible asset amortization expense incurred by CMP, adjustments to interest expense for certain borrowings, adjustments for transaction-related expenses and the related tax effects as though Cumulus had acquired CMP at January 1, 2010. This unaudited pro forma financial information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of the consolidated financial position or results of operations that Cumulus would have achieved had the CMP Acquisition actually occurred at January 1, 2010 or at any other historical date, nor is it reflective of Cumulus’ expected actual financial position or results of operations for any future period (dollars in thousands):

	Supplemental Pro Forma Data
	Three Months Ended September 30,					Nine Months Ended September 30,
Description	2011			2010		2011		2010
Total revenue	$	112,682		$	114,103	$	321,969	$	325,168
Net (loss) income	$	(26	)	$	11,690	$	23,971	$	25,518

The unaudited pro forma financial information set forth above for the three and nine months ended September 30, 2011 and 2010, includes adjustments to reflect depreciation and amortization expense based on the fair value of long-lived assets acquired in the CMP Acquisition and interest expense based on the issuance of the Company’s 7.75% Senior Notes replacing the historical Company’s debt as well as other pro forma adjustments that would be made to prepare pro forma financial information under ASC topic 805, Business Combinations.

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Citadel Acquisition

As described in Note 1, “Basis of Presentation” above, on September 16, 2011, the Company completed the Citadel Acquisition.

Based on the results of the elections by Citadel stockholders and warrant holders, and the application of the proration procedures provided for in the agreement governing the Citadel Acquisition (the “Citadel Acquisition Agreement”), the Company paid a total of approximately $1.4 billion in cash and issued approximately 22.5 million shares of its Class A common stock and warrants to purchase approximately 47.7 million shares of its common stock to Citadel securityholders in connection with the Citadel Acquisition. Up to an additional 0.9 million shares of the Company’s common stock (which may include warrants to purchase common stock) may be issuable in the future to certain employees of Citadel in connection with the vesting, from time to time, of certain restricted stock awards that, in accordance with the terms of the Citadel Acquisition Agreement, have become payable in shares of Cumulus common stock (or warrants therefor). Additionally, 2.4 million warrants to purchase shares of the Company’s common stock related to the pending final settlement of certain outstanding unsecured claims arising from Citadel’s emergence from bankruptcy effective June 3, 2010 are held in reserve for potential future issuance by the Company.

In connection with the closing of, and in order to fund a portion of the purchase price payable in the Citadel Acquisition, the Company entered into and completed the transactions contemplated by the Equity Investment (see Note 7, “Stockholders’ Equity”). Also in connection therewith, the Company completed its previously announced Internal Restructuring (see Note 1, “Basis of Presentation”).

In connection the Citadel Acquisition, the Company agreed that it would divest certain stations to comply with FCC ownership limits. Therefore, these stations were assigned to a trustee under divestiture trusts that comply with FCC rules as of the closing date of the Citadel Acquisition. The trust agreements stipulate that the Company must fund any operating shortfalls of the activities of the stations in the trusts, and any excess cash flow generated by such stations will be distributed to the Company. The Company has determined that it is the primary beneficiary of the trusts and consolidates the trusts accordingly.

Under the acquisition method of accounting for business combinations, a preliminary purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. The fair value of the assets acquired and liabilities assumed represent management’s estimates based on information available as of the date of acquisition. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible and intangible assets and residual goodwill. Management expects to continue to obtain information to assist in finalizing these preliminary valuations during the measurement period (up to one year from the acquisition date).

Revenues of $33.3 million attributable to Citadel since September 16, 2011 are included in the Company’s accompanying unaudited consolidated financial statements for the three and nine month periods ended September 30, 2011.

The preliminary allocation of the purchase price in the Citadel Acquisition is as follows (dollars in thousands):

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Fair Value of Consideration Transferred	Amount
Cash consideration to Citadel stockholders	$	1,405,471
Common stock issued to Citadel stockholders (1)		178,122
Non-cash share-based compensation value		595
Cash consideration to Citadel to settle Citadel obligations		736,072
Total purchase price	$	2,320,260

(1) Estimated fair value of the 22.5 million shares of the Company’s common stock and warrants to purchase 47.7 million shares of the Company’s common stock issued in conjunction with the Citadel Acquisition and 2.4 million warrants held in reserve for potential future issuance related to the pending the final settlement of certain outstanding unsecured claims arising from Citadel’s emergence from bankruptcy, based on the closing price of the Company’s Class A common stock on September 16, 2011.

Acquisition related costs attributable to the Citadel Acquisition included in corporate, general and administrative expenses for the three and nine months ended September 30, 2011 totaled $37.2 million and $41.8 million, respectively.

The purchase price in the Citadel Acquisition has preliminarily been allocated to the tangible and intangible assets acquired, and the liabilities assumed, therein based on management’s best estimates of their fair values as of the acquisition date as follows (dollars in thousands):

Allocation	Amount
Current assets	$	323,230
Property and equipment		194,933
Broadcast licenses		1,136,650
Other intangibles		356,200
Goodwill		844,526
Other assets		19,362
Current liabilities		(105,540	)
Other long-term liabilities		(38,784	)
Deferred income taxes		(410,317	)
Total purchase price	$	2,320,260

The material assumptions utilized in the valuation of intangible assets included overall future market revenue growth rates for the residual year of approximately 2.0% and weighted average cost of capital of 10.0%. Goodwill was equal to the difference between the purchase price and the value assigned to tangible and intangible assets and liabilities. $740.5 million of the acquired goodwill balance is non-deductible for income tax purposes. Among the factors considered by management that contributed to the purchase price allocation resulting in the recognition of goodwill were Citadel’s station platform throughout prominent national markets and its overall employee base, including its experienced sales force.

The indefinite-lived intangible assets acquired in the Citadel Acquisition consist of broadcast licenses and goodwill.

The definite-lived intangible assets acquired in the Citadel Acquisition are being amortized in relation to the economic benefits of such assets over their useful lives and consist of the following (dollars in thousands):

Description	Useful Life in Years	Fair Value
Broadcast advertising relationships	6	$	258,500
Affiliate relationships	5	$	41,300
Network advertising relationships	5	$	18,600
Other contracts and agreements	2-4	$	37,800

The following unaudited pro forma information assumes the Citadel Acquisition occurred as of the beginning of the prior year’s reporting period. The pro forma financial information for all periods presented also includes the business combination accounting effects from the Citadel Acquisition, including the Company’s amortization expense resulting from acquired intangible assets, the elimination of certain intangible asset amortization expense incurred by Citadel, adjustments to interest expense for certain borrowings, adjustments for transaction-related expenses and the related tax effects as though Cumulus had acquired Citadel at

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January 1, 2010. This unaudited pro forma financial information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of the consolidated financial position or results of operations that Cumulus would have achieved had the Citadel Acquisition actually occurred at January 1, 2010 or at any other historical date, nor is it reflective of Cumulus’ expected actual financial position or results of operations for any future period (dollars in thousands):

	Supplemental Pro Forma Data
	Three Months Ended September 30,					Nine Months Ended September 30,
Description	2011			2010		2011			2010
Total revenue	$	297,005		$	302,707	$	851,310		$	873,223
Net (loss) income	$	(14,669	)	$	6,521	$	(10,187	)	$	(8,846	)

The unaudited pro forma financial information set forth above for the three and nine months ended September 30, 2011 and 2010 includes adjustments to reflect depreciation and amortization expense based on the fair value of long-lived assets acquired in the Citadel Acquisition and interest expense based on the completion of the Global Refinancing under taken in connection with the completion of the Citadel Acquisition as well as other pro forma adjustments that would be made to prepare pro forma financial information under ASC topic 805, Business Combinations.

2010 Acquisitions

The Company did not complete any material acquisitions or dispositions during the three or nine months ended September 30, 2010.

3. Derivative Financial Instruments

The Company’s derivative financial instruments are as follows:

May 2005 Option

In May 2005, the Company entered into an interest rate option agreement (the “May 2005 Option”), that provided Bank of America, N.A. the right to enter into an underlying swap agreement with the Company for two years, from March 13, 2009 through March 13, 2011.

The May 2005 Option was exercised effective March 13, 2009. This instrument was not highly effective in mitigating the risks in the Company’s cash flows, and therefore the Company deemed it speculative, and accounted for changes in the May 2005 Option’s value as interest expense. The Company’s balance sheets as of September 30, 2011 and December 31, 2010 reflect current liabilities of zero and $3.7 million, respectively, to include the fair value of the May 2005 Option. The Company reported interest income of $3.7 million, inclusive of the fair value adjustment, during the nine months ended September 30, 2011. There was no income statement impact during the three month period in 2011. Additionally for the three and nine months ended September 30, 2010, the Company reported $0.0 million and $1.2 million in interest income, respectively, related thereto.

The Company does not utilize financial instruments for trading or other speculative purposes.

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Green Bay Option

On April 10, 2009 (the “Acquisition Date”), Clear Channel and the Company entered into an LMA pursuant to which the Company is responsible for operating (i.e., programming, advertising, etc.) five Green Bay radio stations and must pay Clear Channel a monthly fee of approximately $0.2 million for a five year term (expiring December 31, 2013), in exchange for the Company retaining the operating profits from managing the radio stations. Clear Channel also has a put option (the “Green Bay Option”) that would allow it to require the Company to purchase the five Green Bay radio stations at any time during the two-month period commencing July 1, 2013 (or earlier if the LMA is terminated before this date) for $17.6 million (the fair value of the radio stations as of April 10, 2009). The Company accounts for the Green Bay Option as a derivative contract. Accordingly, the fair value of the put was recorded as a liability offsetting the gain at the Acquisition Date with subsequent changes in the fair value recorded through earnings. The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a “Level 3” fair value measurement). The fair value represents an estimate of the net amount that the Company would be required to pay if the Green Bay Option was transferred to another party as of the date of the valuation (see Note 5, “Fair Value Measurements”).

The following table sets forth the location and fair values of derivatives in the unaudited consolidated balance sheets (dollars in thousands):

Information on the Location and Amounts of Derivatives Fair Values in the

Unaudited Consolidated Balance Sheets

		Fair Value
	Balance Sheet Location	September 30, 2011		December 31, 2010
Derivatives not designated as hedging instruments:
Green Bay Option	Other long-term liabilities	$	10,711	$	8,030
May 2005 Option	Other current liabilities		—		3,683
	Total	$	10,711	$	11,713

The location and fair values of derivatives in the unaudited consolidated statements of operations are shown in the following table (dollars in thousands):

Information on the Location and Amounts of Derivatives Fair Values in the

Unaudited Consolidated Statements of Operations

		Amount of (Expense) Income Recognized on Derivatives
Derivative Instrument	Statement of Operations Location	For the Three Months Ended September 30, 2011			For the Nine Months Ended September 30, 2011
Green Bay Option	Realized loss on derivative instrument	$	(1,436	)	$	(2,681	)
May 2005 Option	Interest expense		—			3,683
	Total	$	(1,436	)	$	1,002

4. Long-Term Debt

The Company’s long-term debt consisted of the following as of September 30, 2011 and December 31, 2010 (dollars in thousands):

	September 30, 2011			December 31, 2010
7.75% Senior Notes	$	610,000		$	—
Term loan and revolving credit facilities:
First Lien Term Loan		1,325,000			—
Second Lien Term Loan		790,000			—
Revolving Credit Facility		200,000			—
Term loan		—			593,754
Less: Term loan discount		(24,959	)		(2,746	)
Total term loan and revolving credit facilities		2,290,041			591,008
Less: Current portion of long-term debt		(9,938	)		(15,165	)
Long-term debt, net	$	2,890,103		$	575,843

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First Lien and Second Lien Credit Facilities

On September 16, 2011 and in order to complete the Global Refinancing, the Company entered into a (i) First Lien Credit Agreement (the “First Lien Facility”), dated as of September 16, 2011, among the Company, Cumulus Holdings, as Borrower, certain lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”), UBS Securities LLC (“UBS”), MIHI LLC (“Macquarie”), Royal Bank of Canada and ING Capital LLC, as Co-Syndication Agents, and U.S. Bank National Association and Fifth Third Bank, as Co-Documentation Agents; and (ii) Second Lien Credit Agreement (the “Second Lien Facility”), dated as of September 16, 2011, among the Company, Cumulus Holdings, as Borrower, certain lenders, JPMorgan, as Administrative Agent, and UBS, Macquarie, Royal Bank of Canada and ING Capital LLC, as Co-Syndication Agents.

The First Lien Facility consists of a $1.325 billion first lien term loan facility, net of an original issue discount of $13.3 million, maturing in September 2018 (the “First Lien Term Loan”), and a $300.0 million revolving credit facility, maturing in September 2016 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, up to $30.0 million of availability may be drawn in the form of letters of credit and up to $30.0 million is available for swingline borrowings. The Second Lien Facility consists of a $790.0 million second lien term loan facility, net of an original issue discount of $11.9 million, maturing in September 2019 (the “Second Lien Term Loan”).

At September 30, 2011, there was $1.325 billion outstanding under the First Lien Term Loan, $200.0 million outstanding under the Revolving Credit Facility and $790.0 million outstanding under the Second Lien Term Loan.

Proceeds from borrowings under the First Lien Facility and Second Lien Facility were used, together with certain other funds, to (i) fund the cash portion of the purchase price paid in the Citadel Acquisition; (ii) repay in full amounts outstanding under the revolving credit facility under the Company’s pre-existing credit agreement (the “2006 Credit Agreement”); (iii) repay all amounts outstanding under the credit facilities of CMP Susquehanna Corporation (“CMPSC”), an indirect wholly-owned subsidiary of CMP; (iv) redeem CMPSC’s outstanding 9.875% senior subordinated notes due 2014 and variable rate senior secured notes due 2014; (v) redeem in accordance with their terms all outstanding shares of preferred stock of CMP Susquehanna Radio Holdings Corp., an indirect wholly-owned subsidiary of CMP (“Radio Holdings”) and the direct parent of CMPSC; and (vi) repay all amounts outstanding, including any accrued interest and the premiums thereon, under Citadel’s pre-existing credit agreement and to redeem Citadel’s 7.75% Senior Notes due 2018.

Borrowings under the First Lien Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), in each case plus 4.5% on LIBOR-based borrowings and 3.5% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.25% for the First Lien Term Loan and 1.0% for the Revolving Credit Facility. Base Rate-based borrowings are subject to a Base Rate Floor of 2.25% for the First Lien Term Loan and 2.0% for the Revolving Credit Facility. Base Rate is defined, for any day, as the fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the prime commercial lending rate of JPMorgan, as established from time to time, and (iii) 30 day LIBOR plus 1.0%. The First Lien Term Loan amortizes at a per annum rate of 1.0% of the original principal amount of the First Lien Term Loan, payable quarterly, commencing March 31, 2012, with the balance payable on the maturity date. Amounts outstanding under the Revolving Credit Facility are due and payable at maturity on September 16, 2016.

Borrowings under the Second Lien Facility bear interest, at the option of Cumulus Holdings, at either the Base Rate plus 5.0%, subject to a Base Rate floor of 2.5%, or LIBOR plus 6.0%, subject to a LIBOR floor of 1.5%. The Second Lien Term Loan original principal amount is due on the maturity date, September 16, 2019.

Interest on Base Rate-based borrowings is due on the last day of each calendar quarter, except with respect to swingline loans, for which interest is due on the day that such swingline loan is required to be repaid. Interest payments on loans whose interest rate is based upon LIBOR are due at maturity if the term is three months or less or every three months and at maturity if the term exceeds three months.

For the period from September 16, 2011 through September 30, 2011, borrowings under the First Lien Term Loan bore interest at 5.75% per annum, borrowings under the Revolving Credit Facility bore interest at 5.50% per annum and borrowings under the Second Lien Term Loan bore interest at 7.50% per annum.

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The representations, covenants and events of default in the First Lien Facility and the Second Lien Facility are customary for financing transactions of this nature. Events of default in the First Lien Facility and the Second Lien Facility include, among others, (a) the failure to pay when due the obligations owing under the credit facilities; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain cross defaults and cross accelerations; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use of or more of, any material FCC licenses; (g) 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; and (h) the occurrence of a Change in Control (as defined in the First Lien Facility and the Second Lien Facility, as applicable). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the First Lien Facility and the Second Lien Facility, as applicable, and the ancillary loan documents as a secured party.

As a result of amounts being outstanding under the Revolving Credit Facility on September 30, 2011 the Revolving Credit Facility required compliance with a consolidated total net leverage ratio of 7.75 to 1.0 as of such date (with stepdowns beginning with the quarter ending June 30, 2012 if amounts are then outstanding thereunder).

The First Lien Facility also contains customary restrictive non-financial covenants, which, among other things, and with certain exceptions, limit the Company’s ability to incur or guarantee additional indebtedness; consummate asset sales, acquisitions or mergers; make investments; enter into transactions with affiliates; and pay dividends or repurchase stock.

At September 30, 2011, the Company was in compliance with all of the required covenants under the First Lien Facility and the Revolving Credit Facility. The Second Lien Facility does not contain any financial covenants.

Certain mandatory prepayments on the First Lien Term Loan and the Second Lien Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.

The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the First Lien Facility and the Second Lien Facility are collateralized by a first priority lien and second priority lien, respectively, on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic subsidiaries and 66.0% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the First Lien Facility and the Second Lien Facility are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.

7.75% Senior Notes

On May 13, 2011, the Company issued $610.0 million aggregate principal amount of the 7.75% Senior Notes. Proceeds from the sale of the 7.75% Senior Notes were used to, among other things, repay the $575.8 million outstanding under the term loan facility under the 2006 Credit Agreement.

In connection with the Internal Restructuring, on September 16, 2011, the Company and Cumulus Holdings entered into a supplemental indenture with the trustee under the indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the 7.75% Senior Notes.

Interest on the 7.75% Senior Notes is payable on each May 1 and November 1, commencing November 1, 2011. The 7.75% Senior Notes mature on May 1, 2019.

Cumulus Holdings, as issuer of the 7.75% Senior Notes, may redeem all or part of the 7.75% Senior Notes at any time on or after May 1, 2015. At any time prior to May 1, 2014, Cumulus Holdings may also redeem up to 35.0% of the 7.75% Senior Notes using the proceeds from certain equity offerings. At any time prior to May 1, 2015, Cumulus Holdings may redeem some or all of the 7.75% Senior Notes at a price equal to 100% of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the 7.75% Senior Notes.

In connection with the substitution of Cumulus Holdings as the issuer of the 7.75% Senior Notes, the Company has also guaranteed the 7.75% Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the 7.75% Senior Notes. The

15

7.75% Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The 7.75% Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt. The 7.75% Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the 7.75% Senior Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities, including preferred stock, of the Company’s non-guarantor subsidiaries, including all of the liabilities of the Company’s and the guarantors’ foreign subsidiaries and the Company’s subsidiaries that hold the licenses for the Company’s radio stations.

During the three months ended September 30, 2011, the Company capitalized $41.7 million in deferred financing costs and recorded $25.1 million related to debt discount on the issuance of such debt.

For the three and nine months ended September 30, 2011, the Company recorded $1.0 million and $1.7 million of amortization costs, respectively, related to its credit facilities and 7.75% Senior Notes.

2006 Credit Agreement

In connection with the completion of the offering of the 7.75% Senior Notes and effective May 13, 2011, the Company entered into the Fifth Amendment to the 2006 Credit Agreement, dated as of June 7, 2006. The Fifth Amendment provided the Company the ability to complete the offering of the 7.75% Senior Notes, provided that proceeds therefrom were used to repay in full the term loans outstanding under the 2006 Credit Agreement. In addition, the Fifth Amendment, among other things, (i) provided for an incremental term loan facility of up to $200.0 million, which may only be accessed to repurchase the 7.75% Senior Notes under certain circumstances, (ii) replaced the total leverage ratio in the 2006 Credit Agreement with a secured leverage ratio, and (iii) amended certain definitions in the 2006 Credit Agreement to facilitate the Company’s ability to complete the offering of the 7.75% Senior Notes.

The 2006 Credit Agreement provided for a revolving credit facility of $20.0 million, of which no amounts were outstanding at the time of the Global Refinancing. In the third quarter of 2011, in connection with the Global Refinancing, the 2006 Credit Agreement and the related $20.0 million revolving credit facility were terminated.

5. 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;

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.

Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 were as follows (dollars in thousands):

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			Fair Value Measurements at Reporting Date Using
	`Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Liabilities:
Other current liabilities
Green Bay Option (1)	$	10,711	$	—	$	—	$	10,711
Total liabilities	$	10,711	$	—	$	—	$	10,711

(1) The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a Level 3 fair value measurement). The fair value represents an estimate of the net amount that the Company would pay if the option were transferred to another party as of the date of the valuation. The option valuation incorporates a credit risk adjustment to reflect the probability of default by the Company.

The reconciliation below contains the components of the change in fair value associated with the Green Bay Option from December 31, 2010 to September 30, 2011 (dollars in thousands):

Description	Green Bay Option
Fair value balance at December 31, 2010	$	8,030
Add: Mark to market fair value adjustment		2,681
Fair value balance at September 30, 2011	$	10,711

To estimate the fair value of the Green Bay Option, the Company used a Black-Scholes valuation model. The significant inputs for the valuation model include the following:

• total term of 1.9 years;

• volatility rate of 27.6%;

• annual dividend rate of 0.0%;

• discount rate of 0.2%; and

• market value of Green Bay stations of $5.2 million.

The use of a different valuation model, or of different inputs or assumptions, could result in a materially different valuation.

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

The following table shows the gross amounts and fair value of the Company’s First Lien Term Loan, Second Lien Term Loan, Revolving Credit Facility, 7.75% Senior Notes and term loan under the 2006 Credit Agreement (dollars in thousands):

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	September 30, 2011		December 31, 2010
First Lien Term Loan:
Carrying value	$	1,325,000	$	—
Fair value value	$	1,225,625	$	—
Second Lien Term Loan:
Carrying value	$	790,000	$	—
Fair value	$	718,900	$	—
Revolving Credit Facility:
Carrying value	$	200,000	$	—
Fair value	$	200,000	$	—
7.75% Senior Notes:
Carrying value	$	610,000	$	—
Fair value	$	495,625	$	—
Term loan:
Carrying value	$	—	$	593,755
Fair value	$	—	$	547,850

As of September 30, 2011, the Company used the trading prices of 92.5% and 91.0% to calculate the fair value of the First Lien Term Loan and Second Lien Term Loan, respectively, and 81.3% to calculate the fair value of the 7.75% Senior Notes.

6. Stock Based Compensation

On September 16, 2011, the Company issued stock options to certain of its officers under the Cumulus Media Inc. 2011 Equity Incentive Plan for 17,748,000 shares of Class A common stock with an aggregate grant date fair value of $23.4 million. The options have an exercise price of $4.34 per share, and provide for vesting on each of the first four anniversaries of the date of grant, with 30.0% of each award vesting on each of the first two anniversaries thereof, and 20.0% of each award vesting on each of the next two anniversaries thereof.

In accordance with the terms of the Citadel Acquisition Agreement, each restricted stock award that was outstanding under Citadel’s 2010 Equity Incentive Plan immediately prior to the effective time of the Citadel Acquisition was deemed to constitute, on the same terms and conditions as were applicable under the original award, an award of (i) cash consideration, (ii) stock consideration, or (iii) mixed consideration, as determined in accordance with the Citadel Acquisition Agreement. This conversion resulted in the issuance of 883,386 restricted shares of the Company’s Class A common stock with an aggregate fair value of $2.2 million and payment of $17.6 million of cash consideration, of which $5.4 million was recognized in conjunction with the preliminary purchase price allocation for the portion of stock-based compensation expense related to the period prior to the Citadel Acquisition. The adjusted restricted shares will vest in full on June 3, 2012 or upon a termination without cause by the Company or for good reason by the employee, as defined under Citadel’s 2010 Equity Incentive Plan.

During the second quarter of 2011, the Company granted 23,000 shares of time-vesting restricted Class A common stock, with an aggregate fair value on the date of grant of $0.1 million, or $4.43 per share, to the non-employee directors of the Company.

During the first quarter of 2011, the Company granted Mr. L. Dickey, the Company’s chairman, president and chief executive officer, 160,000 shares of performance-vesting restricted Class A common stock and 160,000 shares of time-vesting restricted Class A common stock. The fair value on the date of grant of both of these awards was $1.6 million, or $4.87 per share. In addition, during the first quarter of 2011, the Company granted 170,000 shares of time-vesting Class A common stock, with an aggregate fair value on the date of grant of $0.8 million, or $4.87 per share, to certain other officers of the Company.

For the three and nine months ended September 30, 2011, the Company recognized approximately $1.6 million and $2.8 million, respectively, in stock-based compensation expense, including $1.0 million and $2.1 million, respectively, of non-cash stock-based compensation expense.

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7. Stockholders’ Equity

The Company is authorized to issue an aggregate of 1,450,644,871 shares divided into four classes consisting of: (i) 750,000,000 shares designated as Class A common stock, (ii) 600,000,000 shares designated as Class B common stock, (iii) 644,871 shares designated as Class C common stock and (iv) 100,000,000 shares of preferred stock, each with a par value of $.01 per share (see Note 8, “Redeemable Preferred Stock”). Effective September 16, 2011, upon the filing with the Secretary of State of the State of Delaware of the Company’s Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Charter”), each then-outstanding share of Class D common stock was converted to one share of Class B common stock.

As discussed in Note 1, “Basis of Presentation, and Note 2, “Acquisitions and Dispositions,” the Company completed the CMP Acquisition on August 1, 2011. In connection with the CMP Acquisition, the Company issued approximately 3.3 million shares of Class A common stock and 6.6 million shares of Class B common stock to affiliates of the three private equity firms that had collectively owned the 75.0% of CMP not then-owned by the Company. Also in connection with the CMP Acquisition, the 3.7 million outstanding CMP Restated Warrants were amended to become exercisable for up to 8.3 million shares of Class B common stock.

As also discussed in Note 1, “Basis of Presentation,” and Note 2, “Acquisitions and Dispositions,” the Company completed the Citadel Acquisition on September 16, 2011. In connection with the Citadel Acquisition, the Company issued 23.4 million shares of Class A common stock, including 0.9 million restricted shares, and warrants to purchase 47.7 million shares of Class A common stock (the “Citadel Warrants”) to holders of Citadel’s common stock and warrants. Additionally, 2.4 million warrants to purchase shares of the Company’s common stock related to the pending final settlement of certain outstanding unsecured claims arising from Citadel’s emergence from bankruptcy effective June 3, 2010 are held in reserve for potential future issuance by the Company.

On September 16, 2011, pursuant to the Equity Investment, the Company issued and sold (i) 51.8 million shares of Class A common stock and warrants to purchase 7.8 million shares of Class A common stock with an exercise price of $4.34 per share (the “Crestview Warrants”) to an affiliate of Crestview Partners II, L.P.; (ii) 125,000 shares of its newly created series of preferred stock to an affiliate of Macquarie (see Note 8, “Redeemable Preferred Stock”); and (iii) 4.7 million shares of Class A common stock and warrants to purchase 24.1 million shares of Class A common stock (the “UBS Warrants,” and, together with the Citadel Warrants, the “Company Warrants”) to UBS and certain other investors to whom UBS syndicated a portion of its investment commitment.

Gross proceeds from the September 16, 2011 issuances of equity securities described above was $350.0 million. Direct issuance costs related to the issuances of the equity securities described above was $26.2 million, of which $16.2 million was paid as of September 30, 2011.

Common Stock

Except with regard to voting and conversion rights, shares of Class A, Class B and Class C common stock are identical in all respects. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:

• Voting Rights. The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted for a vote to the stockholders of the Company.

• Conversion. Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than 4.99% of Class A common stock following such conversion, the holder shall first deliver to the Company an ownership certification to enable the Company (a) to determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) to obtain any necessary approvals from the FCC or the United States Department of Justice.

After payment of dividends to the holders of Series A Preferred Stock, the holders of the Company’s common stock share ratably in any dividends that may be declared by the board of directors of the Company.

2009 Warrants

In June 2009, in connection with the execution of an amendment to its then-existing credit agreement, the Company issued warrants to purchase 1.3 million shares of Class A common stock to the lenders under that credit agreement (the “2009 Warrants”). The 2009 Warrants expire on June

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29, 2019. Each 2009 Warrant is immediately exercisable to purchase Class A common stock at an exercise price of $1.17 per share. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. As of September 30, 2011, 1.2 million 2009 Warrants remain outstanding.

CMP Restated Warrants

Also in connection with the completion of the CMP Acquisition, Radio Holdings entered into an amended and restated warrant agreement, dated as of August 1, 2011 (the “Restated Warrant Agreement”), with the holders of outstanding warrants to purchase shares of common stock of Radio Holdings. Pursuant to the Restated Warrant Agreement, and subject to the terms and conditions thereof, the previously outstanding 3.7 million Radio Holdings warrants were amended and restated to no longer be exercisable for shares of common stock of Radio Holdings but instead be exercisable, commencing on May 2, 2012 (the “Exercise Date”) at an exercise price of $.01 per share, for an aggregate of 8.3 million shares of Class B common stock (subject to adjustments for rounding for fractional shares) (the “CMP Restated Warrants”). The CMP Restated Warrants expire upon the earlier to occur of (i) March 26, 2019 and (ii) the later of (A) the 30th day succeeding the redemption in full of all of Radio Holdings’ outstanding Series A preferred stock, and (b) the 90th day succeeding the Exercise Date. The fair value of the CMP Restated Warrants is based upon the fair value of the underlying stock.

Equity Held in Reserve

Citadel emerged from bankruptcy effective June 3, 2010 and, as of September 16, 2011, certain bankruptcy-related claims remained open for final resolution. As part of the Citadel Acquisition and as of September 30, 2011, 2.4 million of warrants to purchase the company’s common stock were reserved for potential future issuance in connection with the settlement of these remaining allowed, disputed or unreconciled unsecured claims. Equity held in reserve is included in additional paid - in capital on the consolidated balance sheet at September 30, 2011.

Company Warrants

At the effective time of the Citadel Acquisition, the Company issued the Company Warrants. The Company Warrants were issued under a warrant agreement (the “Warrant Agreement”), dated September 16, 2011, and the Company Warrants entitle the holders thereof to purchase, on a one-for-one basis, shares of Class A common stock and are exercisable at any time prior to June 3, 2030 at an exercise price of $0.01 per share. The exercise price of the Company Warrants is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and the like. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.

Conversion of the Company Warrants is subject to the Company’s compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company by the holder does not cause the Company to violate applicable FCC rules and regulations surrounding foreign ownership of broadcasting licenses.

Holders of Company Warrants will participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution shall be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.

Crestview Warrants

Pursuant to the Equity Investment, but pursuant to a separate warrant agreement, the Company issued 7.8 million Crestview Warrants to purchase shares of Class A common stock at an exercise price of $4.34 per share. The Crestview Warrants are exercisable until the tenth anniversary of the closing of the Equity Investment, and the exercise price is subject to standard weighted average adjustments in the event that the Company subsequently issues additional shares of common stock or common stock derivatives for less than the fair market value per share as of the date of such issuance or sale. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and the like.

8. Redeemable Preferred Stock

The Company designated 2,000,000 shares of its authorized preferred stock as Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (“Series A Preferred Stock”). In connection with the Equity Investment, the Company issued 125,000 shares of Series A Preferred Stock for an aggregate amount of $125.0 million. Net proceeds to the Company were $110.7 million, after deducting $14.3 million in fees. No other shares of Series A Preferred Stock are issuable in the future, except for such shares as may be issued as dividends in lieu of any cash dividends in accordance with the terms thereof, and the Series A Preferred Stock ranks senior to all common stock and each series of stock the Company may subsequently designate with respect to dividends, redemption and distributions upon liquidation, winding-up and dissolution of the Company.

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The Series A Preferred Stock has a perpetual term, a liquidation value equal to the amount invested therein plus any accrued but unpaid dividends, and dividend rights as described below. The Series A Preferred Stock generally does not have voting rights, except with respect to any amendment to the Company’s Third Amended and Restated Charter that would adversely affect the rights, privileges or preferences of the Series A Preferred Stock. Although the shares of Series A Preferred Stock include a mandatory redemption feature, there is no stated or probable date of redemption.

Holders of the Series A Preferred Stock are entitled to receive mandatory and cumulative dividends in an amount per annum equal to the dividend rate (described below) multiplied by the liquidation value, calculated on the basis of a 360-day year, from the date of issuance, whether or not declared and whether or not the Company reports net income. The dividends are payable in arrears in cash, except that, at the option of the Company, up to 50.0% of the dividends for any period may be paid through the issuance of additional shares of Series A Preferred Stock. Payment of dividends on the Series A Preferred Stock is in preference and prior to any dividends payable on any class of the Company’s common stock.

Dividends on the Series A Preferred Stock accrue at an annual rate as follows:

• 10.0% through March 15, 2012;

• 14.0% for the period commencing on March 16, 2012 and ending on September 15, 2013;

• 17.0% plus the increase in the 90-day LIBOR from September 16, 2011 to September 16, 2013 for the period commencing on September 16, 2013 and ending on September 15, 2015; and

• 20.0% plus the increase in the 90-day LIBOR from September 16, 2011 to September 16, 2015 for all periods commencing on or after September 16, 2015, with an adjustment to the rate every two years thereafter.

The Company accrued $0.5 million in dividends, and accreted $0.2 million, on the Series A Preferred Stock during the three and nine months ended September 30, 2011. The Company will pay approximately $0.5 million in dividends in the fourth quarter of 2011 in accordance with the terms described above.

In the event of the liquidation, dissolution or winding-up of the affairs of the Company (as defined in the certificate of designations relating to the Series A preferred stock agreement), whether voluntary or involuntary, the holders thereof at the time shall be entitled to receive liquidating distributions with respect to each share of Series A preferred stock in an amount equal to the amount invested therein plus any accrued but unpaid dividends, and dividend rights to the fullest extent permitted by law, before any distribution of assets is made to the holders of our common stock.

Additionally, upon receipt by the Company of net cash proceeds from (i) the issuance by the Company or any of its subsidiaries of debt for borrowed money or (ii) the issuance by the Company or any of its subsidiaries of equity, the Company shall redeem, for cash, to the fullest extent permitted by law, that number of shares of Series A preferred stock with an aggregate redemption price equal to the lesser of (1) an amount equal to 100% of such net cash proceeds and (2) the $125.0 million aggregate par value of the Series A preferred stock plus any accrued but unpaid dividends.

Gross proceeds from the September 16, 2011 issuance of the preferred stock referred to above was $125.0 million. Direct issuance costs related thereto were $14.3 million.

In conjunction with the CMP Acquisition, we assumed preferred stock of CMP with a fair value of $41.1 million as of August 1, 2011, which was the par value of $32.7 million plus cumulative undeclared dividends of $8.3 million as of the acquisition date. The Company recorded $0.5 million in dividends for the period from the date of the CMP Acquisition, August 1, 2011, to September 16, 2011. This preferred stock was redeemed on September 16, 2011 for $41.6 million.

9. Earnings Per Share (“EPS”)

For all periods presented, the Company has disclosed basic and diluted earnings per common share utilizing the two-class method. Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. The Company allocates undistributed net income between each class of common stock on an equal basis as the Third Amended and Restated Charter provides that the holders of each class of common stock have equal rights and privileges, except with respect to voting on certain matters.

Nonvested restricted shares of Class A common stock and the Company Warrants are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company records net income. Diluted earnings per share is computed in the same manner as basic earnings per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the earnings for the period had been distributed. Earnings are allocated to each participating security and common share equally, after deducting dividends declared or accreted on preferred stock. The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2011 and 2010 (amounts in thousands, except per share data).

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Basic Earnings Per Share
Numerator:
Undistributed net income	$	59,538	$	9,731	$	76,998	$	21,891
Less:
Dividends declared		1,017		—		1,017		—
Accretion of redeemable preferred stock and increased dividend adjustment		526		—		526		—
Participation rights of the Company Warrants in undistributed earnings		9,181		—		5,614		—
Participation rights of unvested restricted stock in undistributed earnings		1,507		385		2,534		822
Basic undistributed net income — attributable to common shares	$	47,307	$	9,346	$	67,307	$	21,069
Denominator:
Basic weighted average shares outstanding		73,919		40,372		53,007		40,322
Basic Earnings Per Share — attributable to common shares	$	0.64	$	0.23	$	1.27	$	0.52
Diluted Earnings Per Share:
Numerator:
Undistributed net income	$	59,538	$	9,731	$	76,998	$	21,891
Less:
Dividends declared		1,017		—		1,017		—
Accretion of redeemable preferred stock		526		—		526		—
Participation rights of the Company Warrants in undistributed net income		8,446		—		5,339		—
Participation rights of unvested restricted stock in undistributed earnings		1,386		378		2,410		806
Basic undistributed net income — attributable to common shares	$	48,163	$	9,353	$	67,706	$	21,085
Denominator:
Basic weighted average shares outstanding		73,919		40,372		53,007		40,322
Effect of dilutive options and warrants		6,445		658		2,734		824
Diluted weighted average shares outstanding		80,364		41,030		55,741		41,146
Diluted Earnings Per Share — attributable to common shares	$	0.60	$	0.23	$	1.21	$	0.51

The Company has issued to key executives and employees shares of restricted stock and stock options to purchase shares of common stock as part of the Company’s equity incentive plans. At September 30, 2011, restricted stock and stock options to purchase the following amounts of common stock were issued and outstanding:

	September 30, 2011
Restricted shares of Class A common stock		2,659,613
Options to purchase Class A common stock		18,533,009

10. Income Taxes

The Company accounts for income taxes in accordance with authoritative accounting guidance which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

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In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact the Company’s consolidated financial statements. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with authoritative accounting guidance, the Company recognizes liabilities for anticipated tax audit issues based on managements’ estimates of whether, and the extent to which, additional taxes may be required. If the Company ultimately determines that payment of these amounts is unnecessary, then the Company reverses the liability and recognizes a tax benefit during the period in which the Company determines that the liability is no longer necessary. The Company also recognizes tax benefits to the extent that it is more likely than not that its positions will be sustained if challenged by the taxing authorities. To the extent the Company prevails in matters for which liabilities have been established, or are required to pay amounts in excess of its liabilities, the Company’s effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in the Company’s effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in the Company’s effective tax rate in the year of resolution. The Company reports interest and penalties related to uncertain income tax positions as income taxes.

In connection with the Citadel Acquisition, the Company acquired federal net operating losses totaling approximately $247.0 million. Due to the change in control in Citadel, these net operating losses are subject to annual limitations on their usage that the Company currently estimates will be between $70.0 and $80.0 million per year. In addition, the Citadel Acquisition triggered a change in control for the Company that will result in the Company’s net operating losses also being subject to annual limitation on their usage. The Company is currently evaluating the extent of these annual limitations.

Additionally, during the three months ended September 30, 2011, the Company established unrecognized tax benefit liabilities related to the Citadel Acquisition and the CMP Acquisition. The following table reconciles unrecognized tax benefits during the period (dollars in thousands):

Beginning balance at December 31, 2010	$	2,128
Increases for tax positions related to the current year — CMP Acquisition		311
Increases for tax positions related to the current year — Citadel Acquisition		12,025
Reductions due to lapsed statute of limitations		—
Ending balance at September 30, 2011	$	14,464

The provision for income taxes reflects the Company’s estimate of the effective tax rate expected to be applicable for the full current year. To the extent that actual pre-tax results for the year differ from the forecasted estimates applied at the end of the most recent interim period, the actual tax rate recognized during calendar 2011 could be different from the forecast rate. The Company’s effective tax rate was 636.6% and 12.5% for the three months ended September 30, 2011 and September 30, 2010, respectively. The effective tax rate was -607.4% and 11.2% for the nine months ended September 30, 2011 and September 30, 2010, respectively. The effective tax rate increased significantly for the three months ended September 30, 2011 compared to the prior year period due to the impact of the CMP Acquisition and Citadel Acquisition providing future sources of taxable income sufficient to allow for a partial release of the valuation allowance previously recorded against the Company’s deferred tax assets.

The Company regularly reviews its deferred tax assets for recoverability taking into consideration such factors as historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. Current authoritative tax guidance requires the Company to record a valuation allowance when it is “more likely than not that some portion or all of the deferred tax assets will not be realized.” It further stipulates that “forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years.” Since inception through September 30, 2011, the Company maintained a 100% valuation allowance equal to the deferred U.S. tax assets after considering the U.S. deferred tax assets that can be realized through offsets to existing taxable temporary differences. The Company does not consider the indefinite-lived intangible assets as future sources of taxable income when determining the amount of valuation allowance needed.

As a result of the CMP Acquisition and the Citadel Acquisition, the Company released $71.2 million of its valuation allowance. Because a business combination is a transaction that cannot be anticipated in the effective rate calculation prior to the acquisition date, the Company considered the valuation allowance as an unusual or infrequent item. The Company treated the release of the entire valuation allowance as a result of the business combinations as a discrete item as of the respective acquisition dates. The treatment of the release of the valuation allowance is an accounting policy election that the Company will apply consistently.

11. Commitments and Contingencies

Future Commitments

Effective December 31, 2009, the Company’s radio music license agreements with the two largest performance rights organizations, American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”), expired. Radio Music License Committee (“RMLC”), which negotiates music licensing fees for most of the radio industry with ASCAP and BMI, had reached an agreement with these organizations on a temporary fee schedule that reflects a provisional discount of 7.0% against 2009 fee levels. The temporary fee reductions became effective in January 2010. Absent an agreement on longer-term fees between the RMLC and ASCAP and BMI, the U.S. District Court in New York has the authority to make an interim and permanent fee ruling for the new contract period. In May 2010 and June 2010, the U.S. District Court’s judges charged with determining the license fees ruled to further reduce interim fees paid to ASCAP and BMI, respectively, down approximately another 11.0% from the previous temporary fees negotiated with the RMLC. When the final license fees are set (either by negotiation or by court order), the rates will be retroactive to January 1, 2010, and the amounts could be greater or less than the temporary fees and could be material to the Company’s financial results and cash flows.

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The radio broadcast industry’s principal ratings service is Arbitron, which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Arbitron under which they receive programming ratings materials in a majority of their respective markets. The remaining aggregate obligation under the agreements with Arbitron was $4.4 million as of September 30, 2011 and is expected to be paid in accordance with the agreements through June 2013.

The Company engages Katz Media Group, Inc. (“Katz”) as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, calculated based upon a formula set forth in the contract.

Legal Proceedings

In August 2005, the Company and certain other radio broadcasting companies were subpoenaed by the Office of the Attorney General of the State of New York in connection with the New York Attorney General’s investigation of promotional practices related to record companies’ dealings with radio stations broadcasting in New York. The Company is cooperating with the Attorney General in this investigation. It is not possible to reasonably estimate what the Company’s loss exposure, if any, could be related to this investigation, but the Company does not currently anticipate that any exposure would materially adversely affect the Company’s financial condition or results of operations.

On December 11, 2008, Qantum Communications (“Qantum”) filed a counterclaim in a foreclosure action the Company initiated in the Okaloosa County, Florida Circuit Court. The Company’s action was designed to collect a debt owed to the Company by Star Broadcasting, Inc. (“Star”), which then owned radio station WTKE-FM in Holt, Florida. In its counterclaim, Qantum alleged that the Company tortiously interfered with Qantum’s contract to acquire radio station WTKE from Star by entering into an agreement to buy WTKE after Star had represented to the Company that its contract with Qantum had been terminated (and that Star was therefore free to enter into the new agreement with the Company). On February 27, 2011, the Company entered into a settlement agreement with Star. In connection with the settlement regarding the since-terminated attempt to purchase WTKE, the Company recorded $7.8 million in costs associated with the terminated transaction in the consolidated statement of operations for the year ended December 31, 2010, that are payable in 2011. As of September 30, 2011, the Company has made $5.8 million of such payments.

On January 21, 2010, a former employee of CMP Susquehanna Corp. (“CMPSC”) (which became a subsidiary of Cumulus Media upon completion of the CMP Acquisition on August 1, 2011) 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 and certain of its subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. 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 is vigorously defending this lawsuit and is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

On March 14, 2011, Citadel, its board of directors and Cumulus Media were named in a putative stockholder class action complaint filed in the District Court of Clark County, Nevada, by a purported Citadel stockholder. On March 23, 2011, these same defendants, as well as Cumulus Holdings and Cadet Merger Corporation, an indirect wholly-owned subsidiary of the Company (“Merger Sub”), were named in a second putative stockholder class action complaint filed in the same court by another purported Citadel stockholder. The complaints alleged that Citadel’s directors breached their fiduciary duties by approving the merger for allegedly inadequate consideration and following an allegedly unfair sale process. The complaint in the first action also alleged that Citadel’s directors breached their fiduciary duties by allegedly withholding material information relating to the merger. The two complaints further alleged that Citadel and Cumulus Media aided and abetted the Citadel directors’ alleged breaches of fiduciary duties, and the complaint filed in the second action alleged, additionally, that Cumulus Holdings and Merger Sub aided and abetted these alleged breaches of fiduciary duties. The complaints sought, among other things, a declaration that the action could proceed as a

24

class action, an order enjoining the completion of the merger, rescission of the merger, attorneys’ fees, and such other relief as the court deemed just and proper. The complaint filed in the second action also sought rescissory damages. On June 23, 2011, the court consolidated the two Nevada actions and appointed lead counsel. On July 29, 2011 and August 16, 2011, respectively, lead counsel filed separate Notices of Voluntary Dismissal dismissing the plaintiffs’ claims against all defendants without prejudice, because the plaintiffs no longer had standing to pursue claims on their own behalf or on behalf of the putative class.

On May 6, 2011, two purported common stockholders of Citadel filed a putative class action complaint against Citadel, its board of directors, Cumulus Media, Cumulus Holdings, and Merger Sub in the Court of Chancery of the State of Delaware. On July 19, 2011, the plaintiffs in the Delaware action filed an amended complaint alleging that Citadel’s directors breached their fiduciary duties to Citadel’s stockholders by approving the merger for allegedly inadequate consideration, following an allegedly unfair sale process, and by failing to disclose material information related to the merger. The amended complaint further alleged that Citadel, Cumulus Media, Cumulus Holdings, and Merger Sub aided and abetted these alleged fiduciary breaches. The complaint sought, among other things, an order enjoining the merger, a declaration that the action is properly maintainable as a class action, and rescission of the merger agreement, as well as attorneys’ fees and costs. On August 1, 2011, the plaintiffs in the Delaware action filed a Notice of Dismissal pursuant to Court of Chancery Rule 41(a)(1)(i) dismissing their claims against all the defendants without prejudice. On August 3, 2011, the plaintiffs in the Delaware action filed a revised notice and proposed Order of Dismissal pursuant to Rule 41(a)(1)(i) seeking dismissal of their claims against all defendants without prejudice. This Order of Dismissal was granted on August 5, 2011, dismissing all claims.

The Company 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. The Company 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.

12. Restricted Cash

As of September 30, 2011, the Company’s balance sheet included approximately $3.5 million in restricted cash, of which $2.3 million relates to a cash reserve from the Citadel Acquisition which will be used to satisfy the remaining allowed, disputed or unreconciled unsecured claims related to Citadel’s prior bankruptcy proceedings. The remaining $1.2 million relates to securing the maximum exposure generated by automated clearing house transactions in its operating bank accounts and is dictated by the Company’s bank’s internal policies with respect to cash.

13. Intangible Assets and Goodwill

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

	Indefinite-Lived			Definite-Lived			Total
Intangible Assets:
Balance as of December 31, 2009	$	160,801		$	579		$	161,380
Acquisition		230			—			230
Amortization		—			(201	)		(201	)
Impairment		(629	)		—			(629	)
Reclassifications		16			174			190
Balance as of December 31, 2010	$	160,418		$	552		$	160,970
Acquisition		1,465,924			450,707			1,916,631
Disposition		(1,533	)		(83	)		(1,616	)
Amortization		—			(8,613	)		(8,613	)
Balance as of September 30, 2011	$	1,624,809		$	442,563		$	2,067,372

25

	2011			2010
Balance as of January 1:
Goodwill	$	285,820		$	285,820
Accumulated impairment losses		(229,741	)		(229,699	)
Subtotal		56,079			56,121
Acquisitions		1,257,118			—
Balance as of September 30:
Goodwill		1,542,938			285,820
Accumulated impairment losses		(229,741	)		(229,741	)
Total	$	1,313,197		$	56,079

The Company has significant intangible assets recorded comprised primarily of indefinite-lived broadcast licenses, definite-lived advertiser relationships and goodwill acquired through the acquisition of radio stations. Applicable accounting guidance related to goodwill and other intangible assets requires that the carrying value of the Company’s goodwill and certain intangible assets be reviewed at least annually, and more often if certain circumstances are present, for impairment, with any changes charged to results of operations in the periods in which the recorded value of those assets is more than their respective fair market value.

In connection with each of the CMP Acquisition and the Citadel Acquisition, the Company has made certain preliminary allocations of the purchase price paid therein to each of the tangible and intangible assets and liabilities acquired, including goodwill. Such amounts are reflected as changes during the period ended September 30, 2011, and in the balances as of such date. Such purchase price allocations are preliminary and subject to change during the respective measurement periods. Any such changes could be material, and could result in significantly different allocations from those contained in the tables above.

14. Related Party

During the third quarter of 2010, the Company entered into a management agreement with DM Luxury, LLC (“DM Luxury”). DM Luxury is 50.0% owned by Dickey Publishing, Inc. and Dickey Media Investments, LLC, each of which is partially owned by Mr. L. Dickey Jr. and other members of his family. Pursuant to the agreement with DM Luxury, the Company provides back office shared services, such as finance, accounting, treasury, internal audit, use of corporate headquarters, legal, human resources, risk management and information technology for an annual management fee equal to the greater of $0.5 million and 5.0% of DM Luxury’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) on an annual basis. The Company recorded $0.1 million and $0.4 million of revenues from this agreement during the three and nine months ended September 30, 2011, respectively.

Concurrent with the October 31, 2005 formation of CMP, the Company entered into a management agreement with a subsidiary of CMP, pursuant to which the Company’s personnel managed the operations of CMP’s subsidiaries. The agreement provided for the Company to receive, on a quarterly basis, a management fee that was approximately 4.0% of the subsidiary of CMP’s annual EBITDA or $4.0 million, whichever was greater. The Company recorded as net revenues from CMP approximately $0.3 million and $2.3 million for the three and nine months ended September 30, 2011, respectively, and $1.0 million and $3.0 million for the three and nine months ended September 30, 2010, respectively. This management agreement was terminated as of the date of the CMP Acquisition and no revenues have been recorded related to the agreement since August 1, 2011.

26

15. Supplemental Condensed Consolidating Financial Information

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

The following tables present (i) condensed consolidating statements of income for the three and nine month periods ended September 30, 2011 and 2010, respectively, (ii) condensed consolidating balance sheets as of September 30, 2011 and December 31, 2010, respectively, and (iii) condensed consolidating statements of cash flows for the nine months ended September 30, 2011 and 2010, respectively, of each of the Parent Guarantor, the Subsidiary Issuer, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.

Investments in consolidated subsidiaries 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 BALANCE SHEETS

As of September 30, 2011

(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	$	29,875		$	—	$	17,201		$	—		$	—		$	47,076
Restricted cash		3,477			—		—			—			—			3,477
Accounts receivable, less subsidiary guarantors’ allowance for doubtful accounts of $1,452		—			—		233,422			—			—			233,422
Trade receivable		—			—		7,348			—			—			7,348
Prepaid expenses and other current assets		34,277			—		17,945			1,011			—			53,233
Total current assets		67,629			—		275,916			1,011			—			344,556
Property and equipment, net		6,195			—		254,592			—			—			260,787
Broadcast licenses		—			—		—			1,624,809			—			1,624,809
Other intangible assets, net		—			—		442,563			—			—			442,563
Goodwill		—			—		1,313,197			—			—			1,313,197
Investment in consolidated subsidiaries		314,082			3,288,650		1,179,074			—			(4,781,806	)		—
Other assets		14,440			58,209		13,519			—			—			86,168
Total assets	$	402,346		$	3,346,859	$	3,478,861		$	1,625,820		$	(4,781,806	)	$	4,072,080
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	49,278		$	21,799	$	80,442		$	27		$	—		$	151,546
Trade payable		—			—		5,845			—			—			5,845
Current portion of long-term debt		—			9,938		—			—			—			9,938
Total current liabilities		49,278			31,737		86,287			27			—			167,329
Long-term debt		—			2,280,103		—			—			—			2,280,103
Senior notes		—			610,000		—			—			—			610,000
Other liabilities		46,675			—		22,286			—			—			68,961
Deferred income taxes		—			—		81,638			446,719			—			528,357
Total liabilities		95,953			2,921,840		190,211			446,746			—			3,654,750
Redeemable preferred stock:
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 125,000 shares issued and outstanding		—			110,937		—			—			—			110,937
Total redeemable preferred stock		—			110,937		—			—			—			110,937
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 142,984,733 shares issued and 119,460,855 shares outstanding		1,430			—		—			—			—			1,430
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 12,439,667 shares issued and outstanding		124			—		—			—			—			124
Class C common stock, par value $0.01 per share; 644,871 shares authorized; 644,871 shares issued and outstanding		6			—		—			—			—			6
Treasury stock, at cost, 23,523,878 shares at Parent Guarantor		(251,148	)		—		—			—			—			(251,148	)
Additional paid-in-capital		1,528,316			175,413		3,944,497			2,135,686			(6,255,596	)		1,528,316
Accumulated (deficit) equity		(972,335	)		138,669		(655,847	)		(956,612	)		1,473,790			(972,335	)
Total stockholders’ equity (deficit)		306,393			314,082		3,288,650			1,179,074			(4,781,806	)		306,393
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)	$	402,346		$	3,346,859	$	3,478,861		$	1,625,820		$	(4,781,806	)	$	4,072,080

27

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2010

(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	$	12,638		$	—	$	176		$	—		$	—		$	12,814
Restricted cash		604			—		—			—			—			604
Accounts receivable, less subsidiary guarantors’ allowance for doubtful accounts of $1,115		—			—		38,267			—			—			38,267
Trade receivable		—			—		3,605			—			—			3,605
Prepaid expenses and other current assets		1,528			—		2,272			603			—			4,403
Total current assets		14,770			—		44,320			603			—			59,693
Property and equipment, net		2,446			—		37,238			—			—			39,684
Broadcast licenses		—			—		—			160,418			—			160,418
Other intangible assets, net		—			—		552			—			—			552
Goodwill		—			—		56,079			—			—			56,079
Investment in consolidated subsidiaries		248,198			—		142,690			—			(390,888	)		—
Other assets		2,159			—		1,051			—			—			3,210
Total assets	$	267,573		$	—	$	281,930		$	161,021		$	(390,888	)	$	319,636
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	11,805		$	—	$	8,560		$	—		$	—		$	20,365
Trade payable		—			—		3,569			—			—			3,569
Derivative instrument		3,683			—		—			—			—			3,683
Current portion of long-term debt		15,165			—		—			—			—			15,165
Total current liabilities		30,653			—		12,129			—			—			42,782
Long-term debt		575,843			—		—			—			—			575,843
Other liabilities		2,386			—		15,204			—			—			17,590
Deferred income taxes		—			—		6,399			18,331			—			24,730
Total liabilities		608,882			—		33,732			18,331			—			660,945
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 200,000,000 shares authorized; 59,599,857 shares issued and 35,538,530 shares outstanding		596			—		—			—			—			596
Class B common stock, par value $0.01 per share; 20,000,000 shares authorized; 5,809,191 shares issued and outstanding		58			—		—			—			—			58
Class C common stock, par value $0.01 per share; 30,000,000 shares authorized; 644,871 shares issued and outstanding		6			—		—			—			—			6
Treasury stock, at cost, 24,061,327 shares at Parent Guarantor		(256,792	)		—		—			—			—			(256,792	)
Additional paid-in-capital		964,156			—		1,205,497			1,097,911			(2,303,408	)		964,156
Accumulated deficit		(1,049,333	)		—		(957,299	)		(955,221	)		1,912,520			(1,049,333	)
Total stockholders’ (deficit) equity		(341,309	)		—		248,198			142,690			(390,888	)		(341,309	)
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)	$	267,573		$	—	$	281,930		$	161,021		$	(390,888	)	$	319,636

28

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2011

(Dollars in thousands)

(Unaudited)

	Cumulus Media Inc.			Cumulus Media Holdings Inc.			Subsidiary Guarantors		Subsidiary Non-guarantors						Total
	(Parent Guarantor)			(Subsidiary Issuer)								Eliminations			Consolidated
Broadcast revenues	$	—		$	—		$	131,845	$	—		$	—		$	131,845
Management fees		458			—			—		—			—			458
Net revenues		458			—			131,845		—			—			132,303
Operating expenses:
Direct operating expenses (excluding depreciation, amortization and LMA fees)		—			—			77,567		306			—			77,873
Depreciation and amortization		360			—			10,859		—			—			11,219
LMA fees		—			—			530		—			—			530
Corporate, general and administrative expenses (including subsidiary guarantors’ non-cash stock-based compensation expense of $956)		44,024			—			630		—			—			44,654
Realized loss on derivative instrument		—			—			1,436		—			—			1,436
Total operating expenses		44,384			—			91,022		306			—			135,712
Operating (loss) income		(43,926	)		—			40,823		(306	)		—			(3,409	)
Non-operating (expense) income:
Interest (expense) income, net		(555	)		(19,045	)		97		—			—			(19,503	)
Other income, net		—			—			181		—			—			181
Gain on equity investment in Cumulus Media Partners, LLC		11,636			—			—		—			—			11,636
Total non-operating income (expense), net		11,081			(19,045	)		278		—			—			(7,686	)
(Loss) income before income taxes		(32,845	)		(19,045	)		41,101		(306	)		—			(11,095	)
Income tax benefit		—			—			68,781		1,852			—			70,633
Earnings (loss) from consolidated subsidiaries		92,383			111,428			1,546		—			(205,357	)		—
Net income (loss)	$	59,538		$	92,383		$	111,428	$	1,546		$	(205,357	)	$	59,538

29

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2010

(Dollars in thousands)

(Unaudited)

	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings  Inc. (Subsidiary Issuer)		Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Broadcast revenues	$	—		$	—	$	66,434		$	—		$	—		$	66,434
Management fees		1,021			—		—			—			—			1,021
Net revenues		1,021			—		66,434			—			—			67,455
Operating expenses:
Direct operating expenses (excluding depreciation, amortization and LMA fees)		—			—		40,287			199			—			40,486
Depreciation and amortization		412			—		1,810			—			—			2,222
LMA fees		—			—		607			—			—			607
Corporate, general and administrative expenses (including subsidiary guarantors’ non-cash stock-based compensation expense of $556)		4,680			—		—			—			—			4,680
Realized loss on derivative instrument		—			—		746			—			—			746
Total operating expenses		5,092			—		43,450			199			—			48,741
Operating (loss) income		(4,071	)		—		22,984			(199	)		—			18,714
Non-operating expense (income):
Interest expense, net		(7,586	)		—		—			—			—			(7,586	)
Other expense, net		(6	)		—		—			—			—			(6	)
Total non-operating expense, net		(7,592	)		—		—			—			—			(7,592	)
(Loss) income before income taxes		(11,663	)		—		22,984			(199	)		—			11,122
Income tax expense		—			—		(602	)		(789	)		—			(1,391	)
Earnings (loss) from consolidated subsidiaries		21,394			—		(988	)		—			20,406			—
Net income (loss)	$	9,731		$	—	$	21,394		$	(988	)	$	(20,406	)	$	9,731

30

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended September 30, 2011

(Dollars in thousands)

(Unaudited)

	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)												Total Consolidated
							Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations
Broadcast revenues	$	—		$	—		$	256,632		$	—		$	—		$	256,632
Management fees		2,708			—			—			—			—			2,708
Net revenues		2,708			—			256,632			—			—			259,340
Operating expenses:
Direct operating expenses (excluding depreciation, amortization and LMA fees)		—			—			153,755			831			—			154,586
Depreciation and amortization		1,079			—			14,152			—			—			15,231
LMA fees		—			—			1,670			—			—			1,670
Corporate, general and administrative expense (including subsidiary guarantors’ non-cash stock-based compensation expense of $2,143)		61,294			—			630			—			—			61,924
Gain on exchange of assets or stations		—			—			(15,278	)		—			—			(15,278	)
Realized loss on derivative instrument		—			—			2,681			—			—			2,681
Total operating expenses		62,373			—			157,610			831			—			220,814
Operating income (loss)		(59,665	)		—			99,022			(831	)		—			38,526
Non-operating (expense) income:
Interest (expense) income, net		(9,276	)		(25,826	)		103			—			—			(34,999	)
Loss on early extinguishment of debt		(4,366	)		—			—			—			—			(4,366	)
Other income, net		—			—			87			—			—			87
Gain on equity investment in Cumulus Media Partners, LLC		11,636						—			—			—			11,636
Total non-operating (expense) income, net		(2,006	)		(25,826	)		190			—			—			(27,642	)
(Loss) income before income taxes		(61,671	)		(25,826	)		99,212			(831	)		—			10,884
Income tax benefit (expense)		—			—			67,480			(1,366	)		—			66,114
Earnings from consolidated subsidiaries		138,669			164,495			(2,197	)		—			(300,967	)		—
Net income (loss)	$	76,998		$	138,669		$	164,495		$	(2,197	)	$	(300,967	)	$	76,998

31

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended September 30, 2010

(Dollars in thousands)

(Unaudited)

	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings, Inc. (Subsidiary Issuer)		Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Broadcast revenues	$	—		$	—	$	190,531		$	—		$	—		$	190,531
Management fees		3,021			—		—			—			—			3,021
Net revenues		3,021			—		190,531			—			—			193,552
Operating expenses:
Direct operating expenses (excluding depreciation, amortization and LMA fees)		—			—		120,232			597			—			120,829
Depreciation and amortization		1,266			—		5,864			—			—			7,130
LMA fees		—			—		1,500			—			—			1,500
Corporate, general and administrative expenses (including subsidiary guarantors’ non-cash stock-based compensation expense of $1,015)		13,824			—		—			—			—			13,824
Realized loss on derivative instrument		—			—		1,810			—			—			1,810
Total operating expenses		15,090			—		129,406			597			—			145,093
Operating (loss) income		(12,069	)		—		61,125			(597	)		—			48,459
Non-operating expense:
Interest expense, net		(23,726	)		—		(2	)		—			—			(23,728	)
Other expense, net		(6	)		—		(81	)		—			—			(87	)
Total non-operating expense, net		(23,732	)		—		(83	)		—			—			(23,815	)
(Loss) income before income taxes		(35,801	)		—		61,042			(597	)		—			24,644
Income tax expense		—			—		(1,199	)		(1,554	)		—			(2,753	)
Earning (loss) from consolidated subsidiaries		57,692			—		(2,151	)		—			(55,541	)		—
Net income (loss)	$	21,891		$	—	$	57,692		$	(2,151	)	$	(55,541	)	$	21,891

32

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2011

(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)	$	76,998		$	138,669		$	164,495		$	(2,197	)	$	(300,967	)	$	76,998
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization (loss)		1079			—			14,152			—			—			15,231
Amortization of debt issuance costs/discounts		435			1,264			—			—			—			1,699
Loss on early extinguishment of debt		4,366			—			—			—			—			4,366
Provision for doubtful accounts		—			—			920			—			—			920
Loss on sale of assets or stations		—			—			33			—			—			33
Gain on exchange of assets or stations		—			—			(15,278	)		—			—			(15,278	)
Fair value adjustment of derivative instruments		(3,683	)		—			2,681			—			—			(1,002	)
Deferred income taxes		—			—			(69,809	)		1,366			—			(68,443	)
Non-cash stock-based compensation		2,142			—			—			—			—			2,142
Earnings from consolidated subsidiaries		(138,669	)		(164,495	)		2,197			—			300,967			—
Other		(1,318	)		—			—			—			—			(1,318	)
Gain on equity investment in Cumulus Media Partners, LLC		(11,636	)		—			—			—			—			(11,636	)
Changes in assets and liabilities		2,924,988			(2,816,798	)		(80,399	)		831			—			28,622
Net cash provided by (used in) operating activities		2,854,702			(2,841,360	)		18,992			—			—			32,334
Cash flows from investing activities:
Consideration to complete Citadel Acquisition less cash acquired		(2,024,153	)		—			—			—			—			(2,024,153	)
Capital expenditures		(918	)		—			(1,967	)		—			—			(2,885	)
Net cash used in investing activities		(2,025,071	)		—			(1,967	)		—			—			(2,027,038	)
Cash flows from financing activities:
Proceeds from issuance of 7.75% Senior Notes due 2019		—			610,000			—			—			—			610,000
Proceeds from borrowings under term loans and revolving credit facilities, net of $25.1 million debt discount		—			2,289,900			—			—			—			2,289,900
Repayments of borrowings under bank credit facilities		(1,214,676	)		—			—			—			—			(1,214,676	)
Proceeds from sale of equity securities		444,513			—			—			—			—			444,513
Redemption of CMP preferred stock		(41,565	)		—			—			—			—			(41,565	)
Deferred financing costs		—			(58,540	)		—			—			—			(58,540	)
Tax withholding payments on behalf of employees		(666	)		—			—			—			—			(666	)
Net cash (used in) provided by financing activities		(812,394	)		2,841,360			—			—			—			2,028,966
Increase in cash and cash equivalents		17,237			—			17,025			—			—			34,262
Cash and cash equivalents at beginning of period		12,638			—			176			—			—			12,814
Cash and cash equivalents at end of period	$	29,875		$	—		$	17,201		$	—		$	—		$	47,076

33

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2010

(Dollars in thousands)

(Unaudited)

	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)		Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash income (loss) flows from operating activities:
Net income (loss)	$	21,891		$	—	$	57,692		$	(2,151	)	$	(55,541	)	$	21,891
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		1,266			—		5,864			—			—			7,130
Amortization of debt issuance costs/discounts		919			—		—			—			—			919
Provision for doubtful accounts		—			—		922			—			—			922
Loss on sale of assets or stations		—			—		82			—			—			82
Fair value adjustment of derivative instruments		(8,345	)		—		1,809			—			—			(6,536	)
Deferred income taxes		—			—		832			1,656			—			2,488
Non-cash stock-based compensation		1,016			—		—			—			—			1,016
Earnings from consolidated subsidiaries		(57,692	)		—		2,151			—			55,541			—
Changes in assets and liabilities:		72,250			—		71,373			495			—			1,372
Net cash provided by (used in) operating activities		31,305			—		(2,021	)		—			—			29,284
Cash flows from investing activities:
Capital expenditures		(397	)		—		(1,730	)		—			—			(2,127	)
Purchase of intangible assets		—			—		(230	)		—			—			(230	)
Proceeds from sale of assets or stations		—			—		196			—			—			196
Net cash used in investing activities		(397	)		—		(1,764	)		—			—			(2,161	)
Cash flows from financing activities:
Repayments of borrowings under bank credit facilities		(30,353	)		—		—			—			—			(30,353	)
Tax withholding payments on behalf of employees		(184	)		—		—			—			—			(184	)
Payments made to creditors pursuant to credit facility amendment		(245	)		—		—			—			—			(245	)
Net cash used in financing activities		(30,782	)		—		—			—			—			(30,782	)
Increase in cash and cash equivalents		126			—		(3,785	)		—			—			(3,659	)
Cash and cash equivalents at beginning of period		11,674			—		4,550			—			—			16,224
Cash and cash equivalents at end of period	$	11,800		$	—	$	765		$	—		$	—		$	12,565

34