SHANGHAI, Dec. 7 /PRNewswire-Asia/ -- Focus Media Holding Limited (Nasdaq: FMCN), China's largest digital media group, today announced its unaudited financial results for the third quarter ended September 30, 2009.

Basis of Presentation

On December 22, 2008, the Company announced that it entered into a definitive agreement with SINA Corporation ("SINA") to sell substantially all of the assets of Focus Media's digital out-of-home advertising networks, including the LCD display network, poster frame network and certain in-store network. The assets to be sold to SINA were recorded as an asset group held-for-sale in accordance with US GAAP, and were not depreciated or amortized nor were they subject to the same impairment analysis as assets held and used in continuing operations. Therefore, the GAAP and Non-GAAP financial measures related to the asset group to be sold to SINA for the quarters ended on March 31, 2009 and June 30, 2009 did not include any amortization or depreciation expenses related to the intangible and fixed assets or impairment of fixed assets. On September 28, 2009, the Company and SINA jointly reached a decision not to extend the deadline of the agreement announced on December 22, 2008. As such, the assets proposed to be sold to SINA, were reclassified for financial reporting purpose, as assets to be held and used. In accordance with US GAAP, the Company recorded depreciation expense of $17.0 million on September 28, which represented the cumulative catch-up of depreciation expenses the Company would have recorded during the period from December 22, 2008 to June 30, 2009. During the first quarter of 2009, the Company also announced that it would cease expansion of its digital poster frame networks and, in response to a regulation promulgated by Shanghai Municipality Government in early 2009, the operation of its boat-based advertising platform on the Huangpu River. In accordance with US GAAP, the digital poster frame and the boat-based advertising platform, as part of the asset group to be sold to SINA, were not subject to the same impairment analysis as assets held and used in continuing operations. With the termination of the agreement with SINA in the third quarter of 2009, the assets were reevaluated for impairment, resulting in the Company impairing these assets and recording an impairment charge of $36.0 million in cost of sales for the third quarter of 2009.

The effect of the cumulative catch-up depreciation expenses amounted to $17.0 million, without considering tax effect, and was recorded as cost of sales in both our GAAP and Non-GAAP measures.

In August 2009, the Company started to negotiate with the ex-shareholders of various subsidiaries within the Internet division to sell back part of the equity interests held by the Company in those entities in exchange for the reduction of future earn-out payments. Some of these partial equity disposal transactions were closed towards the end of August. As a result, some of these entities no longer met the criteria for consolidation and were therefore deconsolidated and accounted for as cost or equity method investments from September 2009 onwards. The Company consolidated, in the third quarter of 2009, the results of operations from these entities up to the date of the partial equity disposal transactions. The total net revenues and gross profit for these entities included in the Company's consolidated statement of income for the third quarter of 2009 was $28.6million and $5.1 million, respectively, without considering tax effect. The net revenues and gross profit from these entities will no longer be consolidated by the Company after the dates of the partial equity disposal transactions.

    Highlights for Third Quarter 2009:
    -- Total net revenue for third quarter 2009 was $166.6 million, declining
       3% from $171.3 million for the second quarter of 2009 and declining 26%
       from $224.8 million for the third quarter of 2008.  The aggregate net
       revenue for the LCD display network, in-store network and poster frame
       network (previous classified within discontinued operations) was $85.8
       million, surpassing the high end of Company's previous guidance of
       $81.5 million; The aggregate net revenue for the movie theatre and
       outdoor traditional billboard network and Internet advertising services
       (previously classified within continuing operations) was $80.8 million.
       The Internet advertising services division had aggregate net revenue of
       $68.3 million, of which $28.6 million was attributable to subsidiaries
       that were deconsolidated by the Company in September 2009 and which
       will be accounted for as cost or equity method investments in future
       periods.  The high end of the Company's previous guidance for the
       continuing operations was $47 million for the third quarter of 2009.
    -- Net loss attributable to shareholders was $127.6 million or a loss of
       $0.99 per fully diluted ADS, compared to net loss attributable to
       shareholders of $23 million for the second quarter of 2009, or a loss
       of $0.18 per fully diluted ADS and net income attributable to
       shareholders of $51.4 million for the third quarter of 2008 or an
       income of $0.38 per fully diluted ADS.
    -- Non-GAAP net income for the third quarter of 2009 was $7.9 million,
       compared to non-GAAP net income of $28.2 million for the second quarter
       of 2009 and non-GAAP net income of $71.4 million for the third quarter
       of 2008.  The catch-up of depreciation expenses from LCD display
       network, poster frame network and in-store network reflected in the
       results of operation for the third quarter of 2009 was $16.9 million or
       $13.6 million, net of tax; Non-GAAP net income attributable to
       deconsolidated subsidiaries from Internet advertising services division
       was $0.9 million, net of tax and minority interests.
    -- Cash and cash equivalents was $383.1 million as of September 30, 2009,
       an increase of 4% from $367.9 million as of June 30, 2009.
    -- Gross accounts receivable for the LCD display network, in-store network
       and poster frame network (previous classified as discontinued
       operations) was $141.5 million as of September 30, 2009, a decline of
       6.2% from $150.9 million as of June 30, 2009.  Gross accounts
       receivable for the movie theatre and outdoor traditional billboard
       network and Internet advertising services (previously classified within
       continuing operations), was $113.2 million as of September 30, 2009, a
       decline of 11% from $127.0 million as of June 30, 2009.
    -- Capital expenditures were $0.9 million for the third quarter of 2009.
    -- Contingent earn-out payments related to historical acquisitions paid in
       the third quarter of 2009 were $5.3 million, mostly attributable to
       poster frame network.

Jason Jiang, chairman and CEO of Focus Media said, "During this quarter, we have been doing restructurings on multiple business divisions, which lined up as follows: Firstly, we partially disposed of our equity ownership in some acquired subsidiaries in the Internet advertising service division and outdoor traditional billboard division. As a result, we expect to significantly reduce the potential earn-out payments in these two business divisions in the future. Secondly, we terminated the acquisition contracts or renegotiated the earn-out payments with a few under-performing subsidiaries in our poster frame division and meanwhile, expedited the integration of those subsidiaries acquired in previous years. In this way, we enhanced the control over these subsidiaries and, on the other hand, significantly reduced the contingent earn-out payments as well. Though during the past few quarters our poster frame business has performed less satisfactorily due to multiple reasons, such as changes in senior management, the ongoing renegotiation over earn-out payments, fierce competition and over-investment in fixed assets in previous years, we believe that this business division will be back on track with the progress of our integration processes and we expect to see improvement for the fourth quarter and the following quarters. Thirdly, the termination of the agreement with SINA in this quarter enabled us to reevaluate some non-performing assets on our balance sheet, such as the idle digital frames due to ceasing expansion of our digital frame network and the boat-based advertising platform in response to certain new regulations. As a result of these reevaluations, we made impairment charges of $38.8 million on those assets. Through the above mentioned measures, we believe that the assets impairment and disposal losses, which have been negatively affecting our company since the last quarter of 2008 will come to the end by early 2010."

Jason continued, "Going forward, we will focus on our core business and primarily seek organic growth. At the same time, financial discipline will be rigorously followed in our decision-making processes."

Third Quarter 2009 financial results

Advertising net revenue from the LCD display network was $56.0 million for the third quarter of 2009, a slight increase of 4% from $54.3 million for the second quarter of 2009 but a 32% decline from $73.7 million for the third quarter of 2008.

Advertising net revenue from the poster frame network was $22.1 million for the third quarter of 2009, declining from $26.5 million for the second quarter of 2009 and from $44.0 million for the third quarter of 2008 by 17% and 50%, respectively.

Advertising net revenue from the in-store network was $7.6 million for the third quarter of 2009, a 16% decline from $9.0 million for the second quarter of 2009 and a slight increase of 7% from $7.1 million for the third quarter of 2008.

As of September 30, 2009, the total installed base of LCD displays in our commercial location network was 130,890 nationwide, including 125,467 displays through our directly owned networks, and 5,423 displays through our regional distributors, as compared to 133,514 as of June 30, 2009. The total number of non-digital frames available for sale in our poster frame network was 225,762 as of September 30, 2009, as compared to 246,095 as of June 30, 2009. In addition, as of September 30, 2009, we had 36,539 digital frames installed in our poster frame network, as compared to 38,893 as of June 30, 2009. The decline in the number of displays and frames was primarily attributable to continuing optimization of our network. The total number of displays installed in our in-store network was 45,195 as of September 30, 2009, as compared to 44,783 as of June 30, 2009.

Advertising net revenue from the movie theater and outdoor traditional billboard network was $12.5 million in the third quarter of 2009, representing a decrease of 15.4% from $14.8 million for the second quarter of 2009 and a 36.3% decrease from $19.6 million for the third quarter of 2008.

Internet advertising service net revenue was $68.3 million in the third quarter of 2009, compared to $66.7 million for the second quarter of 2009 and $70.8 million for the third quarter of 2008. The revenues from fully and partially disposed subsidiaries contributed $28.6 million and $30.9 million to the Internet advertising service revenue for the third quarter and the second quarter of 2009, respectively.

Non-GAAP gross profit for the LCD display network for the third quarter of 2009 was $33.7 million, compared to $44.3 million for the second quarter of 2009 and $58.0 million for the third quarter of 2008. The catch-up of depreciation expenses reflected in the results of operations from the LCD display network was $7.6 million for the third quarter of 2009.

Non-GAAP gross profit for the poster frame network for the third quarter of 2009 was $1.7 million, compared to $13.6 million for the second quarter of 2009 and $29.8 million for the third quarter of 2008. The catch-up of depreciation expenses reflected in the results of operations from the poster frame network was $5.2 million for the third quarter of 2009.

Non-GAAP gross loss for the in-store network for the third quarter of 2009 was $3.3 million, compared to Non-GAAP gross profit of $2.9 million for the second quarter of 2009 and Non-GAAP gross profit of $4.6 million for the third quarter of 2008. The catch-up of depreciation expenses reflected in the results of operations from the in-store network was $3.3 million for the third quarter of 2009.

Non-GAAP gross profit for the movie theater and outdoor billboard networks for the third quarter of 2009 was $3.7 million, representing a 21.2% decline from $4.7 million for the second quarter of 2009 and a 48% decline from $7.1 million for the third quarter of 2008.

Non-GAAP gross profit from our Internet advertising services for the third quarter of 2009 was $13.2 million, increasing by 23% from $10.7 million for the second quarter of 2009 but declining by 21% from $16.8 million for the third quarter of 2008. The gross profit from fully and partially disposed subsidiaries were $5.0 million and $5.0 million for the third quarter and the second quarter of 2009, respectively.

Non-GAAP operating expense for the third quarter of 2009 was $34.6 million, compared to $43.2 million for the second quarter of 2009 and $37.2 million for the third quarter of 2008. The catch-up of depreciation expenses contributed $0.9 million to the operating expense for the third quarter of 2009.

Business Outlook for Fourth Quarter 2009

The Company provides the following guidance with respect to the fourth quarter ending December 31, 2009:

Net revenues for LCD display networks, In-store networks and Poster frame networks are expected to be no less than $92.0 million. Net revenues for Movie theatre and traditional outdoor billboard and internet advertising services are expected to be no less than $39 million.

Announced termination of merger

On September 28, 2009, the Company and SINA jointly reached a decision not to extend the deadline of the agreement announced on December 22, 2008 to sell substantially all of the assets of Focus Media's digital out-of-home advertising networks, including the LCD display network, poster frame network and certain in-store network.

Continue disposal of equity ownerships in some subsidiaries of our internet advertising business

We plan to continue dispose the equity ownerships in some subsidiaries in our Internet division in the fourth quarter of 2009.

Announced subscription for ordinary shares by Executive Chairman

On September 23, 2009, the Company announced that the Executive Chairman and CEO, Jason Jiang, and the Company entered into a definitive agreement pursuant to which the Company issued and sold to Mr. Jiang, and Mr. Jiang will subscribe for and purchase, 75,000,000 ordinary shares of the Company at a subscription price of US$1.899 per share (equivalent to US$9.495 per ADR), representing the average closing sale price of the Company's shares (adjusted for the share-to-ADS ratio) during the twenty consecutive trading day period immediately preceding September 23, 2009. The aggregate subscription price was $142,425,000. On November 20, 2009, the Company announced the completion of this subscription.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to Focus Media's consolidated financial results under GAAP, the Company also provides non-GAAP financial measures, including non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating profit (loss) and non-GAAP net income, all excluding share-based compensation expenses, amortization of acquired intangible assets, loss from disposal of previously acquired subsidiaries, impairment charges of certain assets, including acquired intangible assets, goodwill, impairment and termination charges related to ceasing expansion of digital poster frame networks and boat-based advertising platform, write-off of receivables from ex-shareholders of disposed business and one-off charges from expensing IPO expenditures as a result of termination of IPO process of Allyes. The Company believes that these non-GAAP financial measures provide investors with another method for assessing Focus Media's operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies, and should refer to the reconciliation of GAAP results with non-GAAP results in the attached financial information. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of Focus Media and when planning and forecasting future periods. The Company computes its non-GAAP financial measures using the same consistent method from quarter to quarter. The accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliation between these financial measures.

                            Focus Media Holding Ltd.
                      Reconciliation of GAAP to non-GAAP
     (U.S. Dollar in thousands, except percentages, share and per-share data)
                                 (Unaudited)

                            Three months ended September 30, 2009
                   GAAP       (1)     (2)       (3)     (4)     (5)  Non-GAAP
    Gross Profit
    LCD display
     network       17,177     306   3,607        --    3,169   9,462  33,721
    Poster Frame
     network      (30,420)     --   5,131        --       --  26,983   1,695
    In-store
     network       (3,844)     --      --        --       --     516  (3,329)
    Internet
     advertising    4,051      --     962        --    8,185      --  13,198
    Movie
    Theater &
     Outdoor
    Billboard
     network        3,001      --     663        --       --      --   3,663
    Total Gross
     Profit       (10,036)    306  10,363        --   11,354  36,961  48,949

    Operating
     Expense      120,320  (8,467) (3,501)  (25,944) (45,946) (1,872) 34,589

    Operating
    profit
     (loss)      (130,355)  8,773  13,865    25,944   57,300  38,834  14,360

    Net income
     (loss)      (127,598)  8,773  13,865    25,944   57,300  29,593   7,877


    (1). Share-based compensation.
    (2). Amortization of acquired intangible assets.
    (3). Loss from disposal of previously acquired subsidiaries, of which loss
         from disposal of subsidiaries was $3.7 million, loss from partial
         disposal of equity interests in subsidiaries was $14.9 million and
         loss from impairment of certain other assets was $7.3 million.
    (4). Impairment charges of certain assets, including acquired intangible
         assets, goodwill.
    (5).Impairment and termination charges related to ceasing expansion of
         digital poster frame networks and boat-based advertising platform.


                              Three months ended June 30, 2009
                  GAAP         (1)     (2)      (3)      (4)      (5) Non-GAAP

    Gross Profit
    LCD display
     network      43,668       667      --       --       --       --   44,335
    Poster Frame
     network      13,641        --      --       --       --       --   13,641
    In-store
     network       2,942        --       6       --       --       --    2,948
    Internet
     advertising   5,748        --   1,565       --    3,395       --   10,708
    Movie
    Theater &
     Outdoor
    Billboard
     network       3,877        --     868       --       --       --    4,745
    Total Gross
     Profit       69,876       667   2,439       --    3,395       --   76,378

    Operating
     Expense      87,863   (10,030) (1,841)  (1,212) (29,053)  (2,528)  43,200

    Operating
    profit
     (loss)      (17,986)   10,697   4,280    1,212   32,447    2,528   33,178

    Net income
     (loss)      (22,971)   10,697   4,280    1,212   32,447    2,528   28,193


    (1). Share-based compensation.
    (2). Amortization of acquired intangible assets.
    (3). Loss from disposal of previously acquired subsidiaries.
    (4). Impairment charges of acquired intangible assets and goodwill.
    (5). Impairment charges of fixed assets.



                                   Three months ended September 30, 2008
                                GAAP          (1)          (2)      Non-GAAP
    Gross Profit
    LCD display network        56,698          438          878       58,014
    Poster Frame network       27,195                     2,618       29,813
    In-store network            3,667                       897        4,564
    Internet advertising       16,061                       690       16,751
    Movie Theater &
     Outdoor
    Billboard network           6,078                       976        7,054
    Total Gross Profit        109,699          438        6,060      116,197

    Operating Expense          50,789      (10,372)      (3,202)      37,214

    Operating profit           58,910       10,810        9,262       78,982

    Net income                 51,350       10,810        9,262       71,422


    (1). Share-based compensation.
    (2). Amortization of acquired intangible assets.



                                      Nine months ended September 30, 2009
                                     GAAP      (1)     (2)      (3)      (4)
    Gross Profit
    LCD display network             83,543    1,219   3,607      --     3,168
    Poster Frame network            (5,587)      --   5,131      --        --
    In-store network                 1,175       --      15      --        --
    Internet advertising            18,779       --   4,097      --    11,580
    Movie Theater & Outdoor
     Billboard network              11,926       --   2,503      --        --
    Total Gross Profit             109,836    1,219  15,353      --    14,748

    Operating Expense              262,479  (26,373) (7,254) (27,156) (84,270)

    Operating profit (loss)       (152,643)  27,593  22,607   27,156   99,018

    Net income (loss)             (156,264)  27,593  22,607   27,156   99,018


                                           (5)       (6)     (7)    Non-GAAP
    Gross Profit
    LCD display network                   9,462       --      --     101,001
    Poster Frame network                 26,983       --      --      26,528
    In-store network                        516       --      --       1,706
    Internet advertising                     --       --      --      34,456
    Movie Theater & Outdoor
     Billboard network                       --       --      --      14,429

    Total Gross Profit                   36,961       --      --     178,118

    Operating Expense                    (1,872)  (2,528) (2,466)    110,560

    Operating profit (loss)              38,834    2,528   2,466      67,558

    Net income (loss)                    29,593    2,528   2,466      54,697


    (1). Share-based compensation.
    (2). Amortization of acquired intangible assets.
    (3). Loss from disposal of previously acquired subsidiaries, of which loss
         from disposal of subsidiaries was $4.9 million, loss from partial
         disposal of equity interests in subsidiaries was $14.9 million and
         loss from impairment of certain other assets was $7.3 million.
    (4). Impairment charges of certain assets, including acquired intangible
         assets, goodwill.
    (5). Impairment and termination charges related to ceasing expansion of
         digital poster frame networks and boat-based advertising platform.
    (6). Write-off of receivables from ex-shareholders of disposed business.
    (7). One-off charges from expensing IPO expenditures as a result of
         termination of IPO process of Allyes.


                                   Nine months ended September 30, 2008
                                GAAP          (1)          (2)      Non-GAAP
    Gross Profit
    LCD display network       136,597        1,162        2,846      140,605
    Poster Frame network       66,375           --        7,314       73,689
    In-store network            2,287           --        2,636        4,923
    Internet advertising       45,399           --        4,898       50,297
    Movie Theater &
     Outdoor Billboard
     network                   13,873           --        2,869       16,742
    Total Gross Profit        264,531        1,162       20,563      286,256

    Operating Expense         133,806      (28,693)      (9,806)      95,307

    Operating profit          130,725       29,855       30,369      190,949

    Net income from
     continuing
     operations               111,690       29,855       30,369      171,914


    (1). Share-based compensation.
    (2). Amortization of acquired intangible assets.

CONFERENCE CALL

The Company will host a conference call to discuss the third quarter 2009 results at 8:00 p.m. U.S. Eastern Time on December 7, 2009 (5:00 p.m. U.S. Pacific Time on December 7, 2009 and 9:00 a.m. Beijing/Hong Kong Time on December 8, 2009). The dial-in details for the live conference call are set forth below: U.S. Toll Free Number +1.800.299.0148, Hong Kong dial-in number +852.3002.1672, International dial-in number +1.617.801.9711; Pass code: 18781737.

A replay of the call will be available from December 7, 2009 11:00 pm until December 14, 2009 (US Eastern Time). The dial-in details for the replay are set forth below: U.S. Toll Free Number +1-888-286-8010, International dial-in number +1-617-801-6888; Pass code 43877318. Additionally, a live and archived web cast of this call will be available on the Focus Media web site at http://ir.focusmedia.cn .

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Focus Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Focus Media's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks outlined in Focus Media's filings with the U.S. Securities and Exchange Commission, including its registration statements on Form F-1, F-3 and 20-F, in each case as amended. Focus Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.

ABOUT FOCUS MEDIA HOLDING LIMITED

Focus Media Holding Limited (Nasdaq: FMCN) is China's leading multi- platform digital media company, operating the largest out-of-home advertising network in China using audiovisual digital displays, based on the number of locations and number of flat-panel television displays in our network. Through Focus Media's multi-platform digital advertising network, the company reaches urban consumers at strategic locations and point-of-interests over a number of media formats, including audiovisual television displays in buildings and stores, advertising poster frames and other new and innovative media, such as outdoor light-emitting diode or LED digital billboard and Internet advertising platforms. As of September 30, 2009, Focus Media's digital out-of-home advertising network had approximately 125,000 LCD display in its LCD display network and approximately 262,000 advertising in-elevator poster and digital frames, installed in over 90 cities throughout China, and approximately 130 outdoor LED billboard displays in Shanghai and Beijing. For more information about Focus Media, please visit our website athttp://ir.focusmedia.cn.

                           Focus Media Holding Limited
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                            (U.S. Dollars in Thousands)

                                                   2009-9-30       2009-6-30
    ASSETS
    Current assets
      Cash and cash equivalents                      383,107          96,186
      Hold-to-maturity investment                     29,287              --
      Accounts receivable, net                       222,070         121,544
      Prepaid expenses and other current assets       19,800          13,537
      Deposit paid for acquisition of
       subsidiaries                                    5,914          21,859
      Amount due from related parties                  8,717           7,638
      Rental deposits                                 32,433           9,115
      Other current assets                             7,234          21,894
      Available-for-sale assets, current                  --         475,531
    Total current assets                             702,648         745,445
      Rental deposits                                  5,657             114
      Equipment, net                                  84,916           5,438
      Acquired intangible assets, net                 71,234          63,631
      Goodwill                                       422,329          35,507
      Other long term assets                          14,468           7,080
      Available-for-sale assets, non-current              --         615,751
    Total assets                                   1,301,252       1,472,966

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities
      Accounts payable                                85,477          68,676
      Accrued expenses and other current
       liabilities                                   102,305          71,242
      Income taxes payable                            24,703          12,939
      Amount due to related parties                   10,585          14,491
      Available-for-sale liabilities, current             --         108,086
      Deferred tax liabilities                           447              --
    Total current liabilities                        223,517         275,434
      Available-for-sale liabilities, non-current         --           1,853
      Deferred tax liabilities                         9,635          10,146
    Total liabilities                                233,152         287,433

    Shareholders' equity
      Ordinary shares                                     32              32
      Additional paid in capital                   1,689,630       1,678,667
      Accumulated deficit                           (690,232)       (562,632)
      Accumulated other comprehensive income          65,434          67,751
    Total shareholders' equity                     1,064,864       1,183,818
      Noncontrolling interests                         3,236           1,715
      Total equity                                 1,068,100       1,185,533
    Total liabilities and shareholders' equity     1,301,252       1,472,966



                           Focus Media Holding Limited
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
          (U.S. Dollar in thousands, except Earning per ADS and ADS data)

                           Three months ended            Nine months ended
                    2009-9-30   2009-6-30   2008-9-30   2009-9-30   2008-9-30
    Revenues
    LCD display
     network           60,509      59,943      81,501     158,764     202,566
    In-store
     network            8,450       9,900      18,513      25,365      56,387
    Poster Frame
     network           24,155      29,254      48,187      79,216     120,791
    Movie Theater &
     Outdoor
    Billboard
     network           12,802      15,030      20,289      47,678      57,726
    Internet
     advertising       69,755      68,956      73,253     187,650     203,561
    Total gross
     revenues         175,671     183,083     241,743     498,673     641,031
    Less: Sales
     taxes              9,114      11,785      16,930      30,274      42,912
    Net revenue       166,557     171,298     224,813     468,399     598,119

    Cost of
     revenues
    LCD display
     network           38,830      10,678      17,014      61,135      47,939
    In-store
     network           11,490       6,025      13,098      21,782      48,769
    Poster Frame
     network           52,550      12,858      16,766      77,752      44,078
    Movie Theater &
     Outdoor
    Billboard
     network            9,486      10,885      13,531      34,534      41,742
    Internet
     advertising       64,237      60,976      54,705     163,360     151,060
    Total cost of
     revenues         176,593     101,422     115,114     358,563     333,588
    Gross profit
     (loss)           (10,036)     69,876     109,699     109,836     264,531

    Operating
     expenses
    General and
     administrative    22,257      29,249      26,436      77,898      65,706
    Selling and
     marketing         36,209      31,340      28,353      89,571      78,157
    Impairment loss    37,232      27,078                  73,581
    Other operating
     expenses
     (income), net     24,621         195      (4,000)     21,429     (10,057)
    Total operating
     expenses         120,319      87,862      50,789     262,479     133,806

    Operating
     income (loss)   (130,355)    (17,986)     58,910    (152,643)    130,725
    Interest income     1,049       1,342       1,747       3,980       5,267
    Income (loss)
     from
     continuing
     operations
     before income
     taxes           (129,307)    (16,644)     60,654    (148,663)    135,992
    Provision for
     income taxes      (4,667)      6,104       8,404       4,400      22,205
    Net income
     (loss)          (124,639)    (22,748)     52,250    (153,063)    113,787

    Less: Net
     income(loss)
     attributable to
     noncontrolling
     interests          2,958         223         900       3,201       2,097
    Net Income
     (loss) from
     continuing
     operations      (127,598)    (22,971)     51,350    (156,264)    111,690

    Net Income from
     discontinued
     operations,
     net of tax                                                       (78,017)

    Net Income
     (loss)
     attributable to
     shareholders    (127,598)    (22,971)     51,350    (156,264)     33,673

    Income (loss)
     per ADS from
     continuing
     operations
    -basic              (0.99)      (0.18)       0.39       (1.21)       0.86
    -diluted            (0.99)      (0.18)       0.38       (1.21)       0.84

    Income (loss)
     per ADS from
    discontinuing
     operations
    -basic                                                              (0.60)
    -diluted                                                            (0.59)

    Income (loss)
     per ADS
    -basic              (0.99)      (0.18)       0.39       (1.21)       0.26
    -diluted            (0.99)      (0.18)       0.38       (1.21)       0.25

    Shares used in
     calculating
     basic
     income/
     (loss)
     per ADS      129,308,337 129,223,942 131,541,174 129,232,838 130,363,120
    Shares used in
     calculating
     diluted
     income/(loss)
     per ADS      129,308,337 129,223,942 133,729,070 129,232,838 133,048,334



                           FOCUS MEDIA HOLDING LIMITED
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
                           (U.S. Dollar in thousands)

                                                 Three months ended
                                         2009-9-30    2009-6-30    2008-9-30

    Operating activities:
    Net loss                              (124,639)     (22,748)      52,250
    Adjustments to reconcile net
     income/(loss) to net cash
     provided by operating activities:
    Bad debt provision                       7,602       11,240        5,923
    Share-based compensation                 8,773       10,586       10,810
    Depreciation and amortization           26,353          671        8,150
    Amortization of acquired intangible
     assets                                 13,864        4,280        9,262
    Loss and impairment on disposal of
     equity interest of subsidiaries
     and certain other assets               25,944          115           --
    Loss from impairment of certain
     other assets                            7,285           --           --
    Gain on earn out payment
     renegotiation                              --        1,052           --
    Impairment charges for goodwill,
     acquired intangible
     assets and fixed assets                96,134       33,938           --
    Loss on disposal of fixed assets           955          113          405
    Changes in assets and liabilities,
     net of effects of acquisitions        (18,199)     (11,433)     (51,381)
    Net cash provided by operating
     activities                             36,786       27,814       35,418

    Investing activities:
    Purchase of equipment and other
     long term assets                         (854)      (2,787)     (17,028)
    Purchase of subsidiaries, net of
     cash acquired                          (5,311)     (61,446)     (14,429)
    Investment in a joint venture               --           --       (2,970)
    Deposits paid to acquire
     subsidiaries                               --           --         (901)
    Disposal of subsidiaries               (17,403)          --           --
    Sales /(purchase) of equity
     securities and bank notes                 324         (146)      39,025
    Proceeds received from disposal of
     fixed assets                               --          195           --
    Net cash provided /(used) in
     investing activities                  (23,244)     (64,184)       3,697

    Financing activities:
    Proceeds from issuance of ordinary
     shares, net of issuance costs           1,919           --        1,822
    Repurchase of ordinary shares               --           --      (29,998)
    Net cash provided by/(used in)
     financing activities                    1,919           --      (28,176)
    Effect of exchange rate changes           (238)         672          717

    Net increase (decrease) in cash and
     cash equivalents                       15,223      (35,698)      11,656
    Cash and cash equivalents,
     beginning of period                   367,884      403,582      361,516

    Cash and cash equivalents, end of
     period                                383,107      367,884      373,172

    Supplemental disclosure of cash
     flow information:
      Income taxes paid                      1,597        3,728        6,037

    Supplemental disclosure of non-cash
     investing activity:
    Acquisition of subsidiaries:
      Accounts payable                      16,967        1,842       14,777

SOURCE Focus Media Holding Limited

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