<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                   FORM 10-K
                             ---------------------
(MARK ONE)

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
             THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

    [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         COMMISSION FILE NUMBER 1-12187
                             ---------------------

                             (COX RADIO INC. LOGO)
             (Exact name of Registrant as specified in its charter)

<Table>
<S>                                              <C>
                   DELAWARE                                   58-1620022
 (State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
               or organization)
    1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA                     30319
   (Address of principal executive offices)                   (Zip Code)
</Table>

       Registrant's telephone number, including area code: (404) 843-5000
                             ---------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<Table>
<S>                                            <C>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
  Class A Common Stock, par value $0.33 per               New York Stock Exchange
                     share
</Table>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K.  [X]

     As of February 28, 2002, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was $921,370,725 based on the
closing price on the New York Stock Exchange on such date.

     There were 41,309,224 shares of Class A common stock outstanding as of
February 28, 2002.

     There were 58,733,016 shares of Class B common stock outstanding as of
February 28, 2002.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the 2001 Annual Report to Stockholders and the Proxy Statement
for the 2002 Annual Meeting of Stockholders are incorporated by reference into
Part II and Part III.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                COX RADIO, INC.

                          2001 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                          PAGE
                                                                          ----
<S>         <C>                                                           <C>
                                 PART I
Item 1.     Business....................................................    1
Item 2.     Properties..................................................   22
Item 3.     Legal Proceedings...........................................   23
Item 4.     Submission of Matters to a Vote of Security Holders.........   24
                                PART II
Item 5.     Market for Registrant's Common Equity and Related
            Stockholder Matters.........................................   25
Item 6.     Selected Consolidated Financial Data........................   25
Item 7.     Management's Discussion and Analysis of Financial Conditions
            and Results of Operations...................................   27
Item 7A.    Quantitative and Qualitative Disclosure About Market Risk...   34
Item 8.     Financial Statements and Supplementary Data.................   35
Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure....................................   62
                                PART III
Item 10.    Directors and Executive Officers............................   62
Item 11.    Executive Compensation......................................   62
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management..................................................   62
Item 13.    Certain Relationships and Related Transactions..............   62
                                PART IV
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form
            8-K.........................................................   62
Signatures  ............................................................   65
</Table>

                                        i
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

     Cox Radio, Inc. is the third largest radio broadcasting company in the
United States, based on net revenues. Cox Radio owns or operates, or provides
sales and marketing services for 81 radio stations (68 FM and 13 AM) clustered
in 18 markets. Cox Radio operates three or more stations in 15 of its 18
markets. Cox Radio operates a wide range of programming formats in
geographically diverse markets across the United States, including 10 of the
country's top 50 radio revenue markets according to BIA Radio Market Report 2001
4th Edition.

     Cox Radio is an indirect majority-owned subsidiary of Cox Enterprises, Inc.
Cox Enterprises indirectly owns approximately 62% of Cox Radio's common stock
and has approximately 94% of the voting power of Cox Radio. Cox Radio has two
classes of common stock outstanding, Class A common stock, par value $0.33 per
share, and Class B common stock, par value $0.33 per share. Cox Enterprises'
wholly-owned subsidiary, Cox Broadcasting, Inc., owns 100% of Cox Radio's
outstanding Class B common stock.

     Cox Enterprises, a privately-held corporation headquartered in Atlanta,
Georgia, is one of the largest media companies in the United States, with
consolidated 2001 revenues of approximately $8.7 billion. Cox Radio's business
was operated as part of Cox Enterprises prior to Cox Radio's initial public
offering in September 1996 when Cox Enterprises transferred all of its U.S.
radio operations to Cox Radio. Cox Radio, as part of Cox Enterprises, was a
pioneer in radio broadcasting, building its first station in 1934, acquiring its
flagship station, WSB-AM (Atlanta), in 1939 and launching its first FM station,
WSB-FM (Atlanta), in 1948.

     Cox Radio seeks to maximize the revenues and broadcast cash flow of its
radio stations by operating and developing clusters of stations in
demographically attractive and rapidly growing markets, including Atlanta,
Birmingham, Houston, Jacksonville, Miami, Orlando, San Antonio and Tampa.
Further, Cox Radio believes that its experienced senior management team is well
positioned to manage larger radio station clusters, as well as new radio station
clusters, and take advantage of new opportunities arising in the U.S. radio
broadcasting industry. Based upon information obtained from the Radio
Advertising Bureau, during the past five years, the 18 markets in which Cox
Radio's stations operate have demonstrated a compounded annual advertising
revenue growth rate of 18.6%, which is greater than the 7.4% compounded annual
advertising revenue growth rate for the U.S. radio industry as a whole.

     As a result of Cox Radio's management, programming and sales efforts, its
radio stations are characterized by strong ratings and above average power
ratios (defined as total advertising revenue share in a particular market
divided by audience share in such market). Cox Radio's stations are diversified
in terms of format, target audience, geographic location and stage of
development.

     Cox Radio has a track record of acquiring, repositioning and improving the
operating performance of previously under-performing stations. Management
believes that a number of Cox Radio's stations have significant growth
opportunities or turnaround potential and, therefore, can be characterized as
start-up or developing stations. Generally, Cox Radio considers start-up or
developing stations to include those stations that have been recently acquired
and offer the greatest potential for growth. Currently, Cox Radio considers 37
of its stations to be start-up or developing stations. Cox Radio believes these
stations can achieve significant broadcast cash flow growth by employing its
operating strategy. Management believes that its mix of stations in different
stages of development enables Cox Radio to maximize its growth potential.

     During 1998, Cox Radio began syndicating radio broadcast programming,
including the stock market investment advice show The Motley Fool and Neal
Boortz's political and issues talk show. Cox Radio also entered into an
Advertising Sales and Affiliate Marketing Agreement with Media America, Inc,
pursuant to which Media America sells national advertising on behalf of Cox
Radio. During 1999, Cox Radio began syndicating "shock jocks" Lex and Terry. Cox
Radio is exploring offering other syndication products in the future.
<PAGE>

     During 2000, Cox Radio created a new division, Cox Radio Interactive
(CXRi), whose purpose is to design, develop and assist Cox Radio with its
station web sites. In addition, CXRi conducts research to determine what station
listeners want from radio web sites. Cox Radio now focuses sales on promotional
partnerships and sells banner ads on its web sites as a "25th hour" of
advertising.

ACQUISITIONS AND DISPOSITIONS

     During the past several years, Cox Radio has actively managed its portfolio
of radio stations through selected acquisitions, dispositions and exchanges, as
well as through the use of local marketing agreements, or LMAs, and joint sales
agreements, or JSAs. Under an LMA or a JSA, the company operating a station
provides programming or sales and marketing or a combination of such services.
The broadcast revenues and operating expenses of stations operated by Cox Radio
under LMAs and JSAs have been included in Cox Radio's operations since the
respective dates of such agreements.

     All acquisitions discussed below have been accounted for using the purchase
method. As such, the results of operations of the acquired stations have been
included in the results of operations from the date of acquisition. Specific
transactions entered into by Cox Radio during the past three years, and through
March 15, 2002 are discussed below.

     In January 1999, Cox Radio acquired the assets of radio station WSUN-FM
(formerly WLVU-FM) serving the Tampa-St. Petersburg, Florida market in exchange
for the assets of WSUN-AM in Tampa-St. Petersburg, Florida and approximately $17
million. Prior to the acquisition, Cox Radio had been operating WSUN-FM pursuant
to an LMA since September 1998.

     In May 1999, Cox Radio acquired radio stations WVEZ-FM and WSFR-FM and an
option to purchase WPTI-FM (formerly WMHX-FM) serving the Louisville, Kentucky
market and radio stations WPOI-FM (formerly WFJO-FM), WHPT-FM and WDUV-FM
(formerly WTBT-FM) serving the Tampa-St. Petersburg, Florida market in exchange
for Cox Radio's radio stations WYYY-FM, WBBS-FM, WWHT-FM, WHEN-AM and WSYR-AM
serving the Syracuse, New York market, plus additional cash consideration of
approximately $94 million, resulting in a pre-tax gain of approximately $39.2
million. In connection with obtaining regulatory approvals for this transaction,
Cox Radio agreed to divest ownership of WRVI-FM and WLSY-FM serving the
Louisville, Kentucky market. In May 1999, such stations were transferred to a
trust for the benefit of Cox Radio pending sale to a third party.

     In June 1999, Cox Radio disposed of the assets of WPTW-AM in Dayton, Ohio
for consideration of $0.1 million.

     In August 1999, Cox Radio consummated its acquisition of WODL-FM (formerly
WRLR-FM) in Homewood, Alabama serving the Birmingham, Alabama market for a
purchase price of approximately $5.5 million and the assumption of debt of
approximately $0.2 million. Prior to the acquisition, Cox Radio had been
operating this station under an LMA since November 1998.

     In August 1999, Cox Radio acquired WPYO-FM (formerly WTLN-FM) serving the
Orlando, Florida market for consideration of $14.5 million. Cox Radio had been
operating the station pursuant to an LMA since January 1999. In a related
transaction, Cox Radio disposed of the assets of WTLN-AM, also serving the
Orlando, Florida market, for consideration of $0.5 million.

     In September 1999, Cox Radio consummated the acquisition of WPTI-FM
(formerly WMHX-FM) in Louisville, Kentucky for consideration of approximately $2
million. Cox Radio had been operating the station under a JSA or an LMA since
May 1999.

     In September 1999, Cox Radio disposed of the assets of WGBB-AM serving the
Nassau-Suffolk (Long Island), New York market for consideration of $1.7 million.

     In September 1999, Cox Radio and a trust for Cox Radio's benefit disposed
of WRVI-FM and WLSY-FM serving the Louisville, Kentucky market for consideration
of $5 million, resulting in a pre-tax gain of approximately $1.6 million.

                                        2
<PAGE>

     In September 1999, Cox Radio acquired WBTS-FM (formerly WNGC-FM) in Athens,
Georgia for consideration of approximately $78 million.

     In November 1999, Cox Radio acquired KRTR-FM, KXME-FM, KGMZ-FM and KRTR-AM
(formerly KGMZ-AM) in Honolulu, Hawaii for consideration of approximately $16.4
million.

     In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly
KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had
been operating this station pursuant to an LMA since January 1999.

     Also in January 2000, Cox Radio disposed of the assets of KACE-FM and
KRTO-FM, serving Los Angeles, California, for consideration of approximately $75
million, resulting in a pre-tax gain of approximately $46.6 million.

     In April 2000, the LMA for WCNN-AM, serving Atlanta, Georgia, terminated.

     Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM, serving
Honolulu, Hawaii, for approximately $6.6 million. Cox Radio continues to manage
this station's local, regional and national advertising sales efforts under a
JSA. In addition, Cox Radio is a guarantor of the buyer's financing for this
transaction.

     In May 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and KCCN-AM,
serving Honolulu, Hawaii, for consideration of approximately $17.8 million.

     In July 2000, Cox Radio acquired the outstanding capital stock of Marlin
Broadcasting, Inc., which owned radio stations WPYM-FM (formerly WTMI-FM)
serving Miami, Florida, WCCC-FM and WCCC-AM serving Hartford, Connecticut, and
WBOQ-FM serving Gloucester, Massachusetts, for approximately $125 million. As
part of this transaction, Cox Radio sold those assets of Marlin comprising
WCCC-FM, WCCC-AM and WBOQ-FM to certain of the former principals of Marlin for
approximately $25 million. Cox Radio did not recognize any gain or loss on the
sale of these assets.

     In August 2000, Cox Radio acquired WEDR-FM in Miami, Florida; WFOX-FM in
Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM and WOKV-AM in
Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM in
Stamford/Norwalk, Connecticut; and WPLR-FM and national and local sales and
marketing rights at WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and
KOST-FM in Los Angeles, California, plus approximately $3 million. The
transaction was accounted for as a purchase business combination with a fair
value of $473 million based on an independent appraisal. Cox Radio recorded a
$429.9 million pre-tax gain on the transaction in the third quarter of 2000. Cox
Radio had operated the acquired stations (other than WYBC-FM) pursuant to an LMA
and WYBC-FM pursuant to a JSA since October 1999. Cox Radio continues to operate
WYBC-FM pursuant to a JSA. Cox Radio obtained a temporary waiver of the FCC's
newspaper-radio cross-ownership rule for the acquisition of WFOX-FM in Atlanta.

     In August 2000, Cox Radio acquired the assets of radio stations KKBQ-FM,
KLDE-FM and KTHT-FM (formerly KKTL-FM), serving Houston, Texas, and WKHK-FM,
WMXB-FM, WKLR-FM and WVBB-AM (formerly WTVR-AM), serving Richmond, Virginia, for
consideration of approximately $380 million.

     Also in August 2000, Cox Radio acquired the capital stock of Midwestern
Broadcasting Company, Inc., which owned WALR-FM, serving Atlanta, Georgia, for
$280 million. In a related transaction with Salem Communications Corporation in
September 2000, Cox Radio exchanged the license and transmitting facilities of
WALR-FM, as well as the license and transmitting facilities of radio stations
KLUP-AM, serving San Antonio, Texas, and WSUN-AM (formerly WFNS-AM), serving
Tampa, Florida, for the license and transmitting facilities of radio station
KHPT-FM (formerly KKHT-FM), serving Houston, Texas. Cox Radio retained the
intellectual property of WALR-FM and is broadcasting WALR-FM's programming on
its WJZF-FM signal in Atlanta. Cox Radio changed WJZF-FM's call letters to
WALR-FM.

                                        3
<PAGE>

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and
WJMZ-FM and WHZT-FM (formerly WPEK-FM) serving Greenville, South Carolina for a
total of $52.5 million.

     In February 2001, Cox Radio entered into a joint sales agreement to provide
sales and marketing services for WARV-FM serving Richmond, Virginia. In
addition, Cox Radio is a guarantor of the owner's financing for the acquisition
of this station.

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida
for $5 million, resulting in a pre-tax gain of approximately $2.4 million.

     In May 2001, Cox Radio disposed of the assets of KGTO-AM serving Tulsa,
Oklahoma for $0.5 million.

     In July 2001, Cox Radio disposed of the assets of WVBB-AM (formerly
WTVR-AM) serving Richmond, Virginia for $0.7 million.

     In January 2002, Cox Radio disposed of the assets of KRTR-AM (formerly
KGMZ-AM) serving Honolulu, Hawaii for $0.6 million. The buyer of the station had
been operating the station under a LMA since October 2001.

     On December 21, 1998 and March 1, 1999, Cox Radio purchased shares of
common stock of iBiquity Digital Corporation (formerly USA Digital Radio, Inc.),
a developer of digital radio broadcasting technology, for a total purchase price
of $2.5 million. Cox Radio accounts for this investment under the cost method.

     The following table summarizes certain information relating to radio
stations owned or operated by Cox Radio:

<Table>
<Caption>
                                                                    AUDIENCE                   DEMOGRAPHIC GROUP
                                                                    SHARE IN       RANK IN       (ADULTS 25-54)
                                                       TARGET        TARGET        TARGET      ------------------
 MARKET(1) AND STATION                               DEMOGRAPHIC   DEMOGRAPHIC   DEMOGRAPHIC   AUDIENCE
      CALL LETTERS                 FORMAT               GROUP         GROUP         GROUP       SHARE        RANK
 ---------------------    ------------------------   -----------   -----------   -----------   --------      ----
<S>                       <C>                        <C>           <C>           <C>           <C>           <C>
ATLANTA
  WSB-AM                  News/Talk                  Adults           12.6            1           9.0          2
                                                     35-64
  WSB-FM                  Adult Contemporary         Women 25-54       7.0            3           5.5          5
  WALR-FM                 Urban Adult Contemporary   Adults            5.9            4           5.9          4
                                                     25-54
  WBTS-FM                 Contemporary Hit           Adults            9.8            4           2.0         18
                          Radio/Rhythmic             12-24
  WFOX-FM                 Oldies                     Adults            3.5           12           2.6         14
                                                     35-54
BIRMINGHAM
  WBHJ-FM                 Contemporary Urban Hits    Adults           13.7            1           4.9          7
                                                     18-34
  WBHK-FM                 Urban Adult Contemporary   Adults           12.2            1          12.2          1
                                                     25-54
  WAGG-AM                 Gospel                     Adults            4.4            8           3.8          9
                                                     35-54
  WRJS-AM                 Gospel                     Adults            0.1           34           0.1         34
                                                     25-54
  WZZK-FM                 Country                    Adults            7.8            2           7.8          2
                                                     25-54
  WODL-FM (formerly
    WRLR-FM)              Oldies                     Adults            1.8           17           1.8         17
                                                     25-54
  WBPT-FM (formerly
    WODL-FM)              80's                       Adults             --(2)        --(2)         --(2)      --(2)
                                                     25-44
DAYTON
  WHKO-FM                 Country                    Adults           10.0            1          10.0          1
                                                     25-54
  WHIO-AM                 News/Talk                  Adults            4.0            8           3.5         10
                                                     35-54
  WDPT-FM                 80's                       Adults            2.4           12           2.4         12
                                                     25-54
  WDTP-FM                 80's                       Adults             --(3)        --(3)         --(3)      --(3)
                                                     25-54
GREENVILLE
  WJMZ-FM                 Urban                      Adults            8.7            3           8.7          3
                                                     25-54
  WHZT-FM                 Contemporary Hit           Adults            7.4            5           3.1         10
                          Radio/Rhythmic             18-34
</Table>

                                        4
<PAGE>

<Table>
<Caption>
                                                                    AUDIENCE                   DEMOGRAPHIC GROUP
                                                                    SHARE IN       RANK IN       (ADULTS 25-54)
                                                       TARGET        TARGET        TARGET      ------------------
 MARKET(1) AND STATION                               DEMOGRAPHIC   DEMOGRAPHIC   DEMOGRAPHIC   AUDIENCE
      CALL LETTERS                 FORMAT               GROUP         GROUP         GROUP       SHARE        RANK
 ---------------------    ------------------------   -----------   -----------   -----------   --------      ----
<S>                       <C>                        <C>           <C>           <C>           <C>           <C>
HONOLULU
  KRTR-FM                 Adult Contemporary         Adults            7.8            2           7.8          2
                                                     25-54
  KXME-FM                 Rhythmic Top 40            Adults            8.2            4           3.0         13
                                                     18-34
  KGMZ-FM (4)             Oldies                     Adults            6.7            5           5.0          8
                                                     35-64
  KCCN-FM                 Hawaiian Hit Radio         Adults           10.6            1           7.5          3
                                                     18-34
  KINE-FM                 Hawaiian Adult             Adults            7.2            4           7.2          4
                          Contemporary               25-54
  KCCN-AM                 News/Talk/Sports           Adults            1.4           19           1.1         20
                                                     35-54
HOUSTON
  KHPT-FM                 80's                       Adults            3.3           12           3.3         12
                                                     25-54
  KLDE-FM                 Oldies                     Adults            3.1           13           3.1         13
                                                     25-54
  KTHT-FM                 Rhythmic Top 40            Adults            2.8           13           1.0         27
                                                     18-34
  KKBQ-FM                 Country                    Adults            2.9           14           2.9         14
                                                     25-54
JACKSONVILLE
  WAPE-FM                 Contemporary Hit Radio     Women 18-34      14.6            1           6.9          5
  WFYV-FM                 Classic Rock               Men 25-54        15.0            1          10.0          1
  WKQL-FM                 Oldies                     Adults            8.4            3           6.3          6
                                                     35-54
  WMXQ-FM                 80's                       Adults            8.6            3           7.7          3
                                                     25-49
  WOKV-AM                 News/Talk                  Adults            6.6            6           5.0          8
                                                     35-64
  WBWL-AM                 Sports Talk                Men 25-54         1.2           19           0.7         21
LONG ISLAND
  WBLI-FM                 Contemporary Hit Radio     Women 18-34      10.4            2           4.9          4
  WBAB-FM                 Adult Oriented Rock        Men 25-54         6.6            3           5.1          2
  WHFM-FM                 Adult Oriented Rock        Men 25-54          --(5)        --(5)         --(5)      --(5)
LOUISVILLE
  WVEZ-FM                 Adult Contemporary         Women 25-54       9.6            3           6.4          4
  WRKA-FM                 Oldies                     Adults            5.5            5           4.3          9
                                                     35-54
  WSFR-FM                 Classic Rock               Adults            5.5            5           5.5          5
                                                     25-54
  WPTI-FM                 80's                       Adults            5.2            9           4.0         10
                                                     25-44
MIAMI
  WEDR-FM                 Urban Adult Contemporary   Adults           13.9            1           7.1          1
                                                     18-34
  WHQT-FM                 Urban Adult Contemporary   Adults            5.9            2           5.9          2
                                                     25-54
  WFLC-FM                 Hot Adult Contemporary     Adults            4.1            7           4.1          7
                                                     25-54
  WPYM-FM (formerly
    WTMI-FM)              Contemporary Hit           Adults             --(2)        --(2)         --(2)      --(2)
                          Radio/Rhythmic/Dance       18-49
ORLANDO
  WCFB-FM                 Urban Adult Contemporary   Adults            5.9            5           6.0          5
                                                     25-44
  WWKA-FM                 Country                    Adults            5.8            6           5.8          6
                                                     25-54
  WDBO-AM                 News/Talk                  Adults            4.8           10           3.6         13
                                                     35-54
  WMMO-FM                 Rock Adult Contemporary    Adults            8.5            1           6.5          4
                                                     35-44
  WHTQ-FM                 Classic Rock               Men 35-49         8.9            2           4.4         10
  WPYO-FM                 Contemporary Hit           Adults            8.9            5           2.2         18
                          Radio/Rhythmic/Dance       18-24
RICHMOND
  WKLR-FM                 Classic Rock               Men 25-54        10.8            1           7.2          3
  WKHK-FM                 Country                    Adults            6.5            4           6.5          4
                                                     25-54
  WMXB-FM                 Hot Adult Contemporary     Women 25-54       7.3            4           5.7          7
  WDYL-FM                 Alternative                Adults            5.9            4           2.6         14
                                                     18-34
  WARV-FM (4)             Country                    Adults            0.3           32           0.3         32
                                                     25-54
SAN ANTONIO
  KONO-FM                 Oldies                     Adults            8.9            1           6.7          2
                                                     35-54
  KONO-AM                 Oldies                     Adults             --(6)        --(6)         --(6)      --(6)
                                                     35-54
</Table>

                                        5
<PAGE>

<Table>
<Caption>
                                                                    AUDIENCE                   DEMOGRAPHIC GROUP
                                                                    SHARE IN       RANK IN       (ADULTS 25-54)
                                                       TARGET        TARGET        TARGET      ------------------
 MARKET(1) AND STATION                               DEMOGRAPHIC   DEMOGRAPHIC   DEMOGRAPHIC   AUDIENCE
      CALL LETTERS                 FORMAT               GROUP         GROUP         GROUP       SHARE        RANK
 ---------------------    ------------------------   -----------   -----------   -----------   --------      ----
<S>                       <C>                        <C>           <C>           <C>           <C>           <C>
  KCYY-FM                 Country                    Adults            5.6            5           5.6          5
                                                     25-54
  KCJZ-FM                 Contemporary Hit Radio     Women 25-49       4.3           11           3.4         14
  KKYX-AM                 Classic Country            Adults            1.7           20           0.7         25
                                                     35-64
  KISS-FM                 Adult Oriented Rock        Adults            9.0            1           6.4          3
                                                     18-49
  KSMG-FM                 Hot Adult Contemporary     Adults            5.3            6           5.3          6
                                                     25-54
SOUTHERN CONNECTICUT
  Bridgeport/Fairfield
  County
  WEZN-FM                 Adult Contemporary         Adults           11.1            2          11.1          2
                                                     25-54
  New Haven
  WPLR-FM                 Adult Oriented Rock        Adults           10.4            1           9.0          1
                                                     25-44
  WYBC-FM (4)             Urban Adult Contemporary   Adults            6.5            4           6.5          4
                                                     25-54
  Stamford-Norwalk
  WKHL-FM                 Oldies                     Adults            5.0            3           5.0          3
                                                     25-54
  WEFX-FM                 Classic Rock               Adults            4.3            5           3.2          9
                                                     25-44
  WSTC-AM                 News/Talk                  Adults            0.9           28           0.9         28
                                                     25-54
  WNLK-AM                 News/Talk/Sports           Adults            0.5           36           0.5         36
                                                     25-54
TAMPA
  WDUV-FM                 Easy Listening             Adults 45+       18.2            1           3.2         16
  WWRM-FM                 Soft Adult Contemporary    Women 35-54       6.9            4           5.1          6
  WPOI (formerly
    WFJO-FM)              80's                       Adults             --(2)        --(2)         --(2)      --(2)
                                                     25-54
  WSUN-FM                 Alternative Rock           Adults            6.6            4           2.5         17
                                                     18-34
  WBBY-FM                 Soft Rock                  Adults            5.1            6           4.4         11
                                                     35-54
  WHPT-FM                 Classic Rock               Men 25-54         4.9            7           3.5         14
TULSA
  KRMG-AM                 News/Talk                  Adults            9.4            2           7.8          2
                                                     35-54
  KRAV-FM                 Adult Contemporary         Women 25-54       8.0            2           6.2          4
  KWEN-FM                 Country                    Adults            7.2            3           7.2          3
                                                     25-54
  KRTQ-FM                 Active Rock                Men 18-34         9.4            3           3.0         12
  KJSR-FM                 Classic Rock               Adults            5.5            6           5.5          6
                                                     25-54
</Table>

Source: Arbitron Market Reports four-book average for Winter 2001, Spring 2001,
Summer 2001 and Fall 2001.
---------------

(1) Metropolitan market served; city of license may differ.
(2) The station format was changed during 2001; therefore, the station's
    audience share and audience rank information for 2001 are not applicable.
(3) Audience share and audience rank information for WDPT-FM and WDTP-FM are
    combined because the stations are simulcast.
(4) Station operated by Cox Radio under a JSA.
(5) Audience share and audience rank information for WBAB-FM and WHFM-FM are
    combined because the stations are simulcast.
(6) Audience share and audience rank information for KONO-FM and KONO-AM are
    combined because the stations are simulcast.

LICENSE DROP-DOWN

     On January 1, 1999, Cox Radio transferred the licenses, permits and
authorizations it held from the Federal Communications Commission for the radio
stations it then owned (other than for the radio stations it owned in the states
of California and Florida and WGBB-AM and WPTW-AM) to CXR Holdings, Inc., a
Nevada corporation and wholly-owned subsidiary of Cox Radio.

                                        6
<PAGE>

OPERATING STRATEGY

     The following is a description of the key elements of Cox Radio's operating
strategy:

     Clustering of Stations.  Cox Radio operates its stations in clusters to:

     - Enhance net revenue growth by increasing the appeal of Cox Radio's
       stations to advertisers and enabling such stations to compete more
       effectively with other forms of advertising; and

     - Achieve operating efficiencies by consolidating broadcast facilities,
       eliminating duplicative positions in management and production and
       reducing overhead expenses.

     Management believes that operating several radio stations in each of its
markets will enable its sales teams to offer advertisers more attractive
advertising packages. Furthermore, as radio clusters achieve significant
audience share, they can deliver to advertisers the audience reach that
historically only television and newspapers could offer, with the added benefit
of frequent exposure to advertisers' target customers. Management believes that
Cox Radio's clusters of stations, and their corresponding audience share,
provide opportunities to capture an increased share of total advertising revenue
in each of its markets.

     Development of Under-Performing Stations.  Cox Radio's management has
demonstrated its ability to acquire under-performing radio stations and develop
them into consistent ratings and revenue leaders. Cox Radio's historic margins
reflect the acquisition and continued development of under-performing stations,
as well as the fact that increases in net revenue are typically realized
subsequent to increases in audience share. Management believes that a number of
its stations have significant growth opportunities or turnaround potential and
can therefore be characterized as start-up or developing stations.

     Implementation of Cox Radio's Management Philosophy.  Cox Radio's local
station operations, supported by a lean corporate staff, employ a management
philosophy emphasizing:

     - Market research and targeted programming;

     - A customer-focused selling strategy for advertising; and

     - Marketing and promotional activities.

     Market Research and Targeted Programming.  Cox Radio's research,
programming and marketing strategy combines extensive research with an
assessment of competitors' vulnerabilities and market dynamics in order to
identify specific audience opportunities within each market. Cox Radio also
retains consultants and research organizations to continually evaluate listener
preferences. Using this information, Cox Radio tailors the programming,
marketing and promotions of each station to maximize its appeal to its target
audience. Cox Radio's disciplined application of market research enables each of
its stations to be responsive to the changing preferences of its targeted
listeners. This approach focuses on the needs of the listeners and their
community and is designed to improve ratings and maximize the impact of
advertising for Cox Radio's customers.

     Through its research, programming and marketing, Cox Radio also seeks to
create a distinct and marketable local identity for each of its stations in
order to enhance audience share and listener loyalty and to protect against
direct format competition. To achieve this objective, Cox Radio employs and
promotes distinct high-profile on-air personalities and local sports programming
at many of its stations. For example, Cox Radio broadcasts "Dr. Laura" in Dayton
and Tulsa; "Rush Limbaugh" in Dayton, Jacksonville and Tulsa; "The Clark Howard
Show" in Atlanta, Dayton, Jacksonville, Orlando, and Tulsa; "Neal Boortz" in
Atlanta, Dayton, Jacksonville, Orlando, and Tulsa; the Atlanta Braves in
Atlanta; the Jacksonville Jaguars in Jacksonville; and the Orlando Magic in
Orlando.

     Customer-Focused Selling Strategy for Advertising.  Cox Radio has
implemented a unique, customer-focused approach to selling advertising known as
the Consultative Selling System. Cox Radio's sales personnel are trained to
approach each advertiser with a view towards solving the marketing needs of the
customer. In this regard, the sales staff consults with customers, attempts to
understand their business

                                        7
<PAGE>

goals and offers comprehensive marketing solutions, including the use of radio
advertising. Instead of merely selling station advertising time, Cox Radio's
sales personnel are encouraged to develop innovative marketing strategies for
the station's advertising customers.

     Marketing and Promotional Activities.  Cox Radio's stations regularly
engage in significant local promotional activities, including advertising on
local television and in local print media, participating in telemarketing and
direct mailings and sponsoring contests, concerts and events. Special events may
include charitable athletic events, events centered around a major local
occasion or local ethnic group and special community or family events. Cox Radio
also engages in joint promotional activities with other media in its markets to
further leverage its promotional spending. These promotional efforts help Cox
Radio's stations add new listeners and increase the amount of time spent
listening to the stations.

     Strong Management Teams.  In addition to relying upon its experienced
senior operating management, Cox Radio places great importance on the hiring and
development of strong local management teams and has been successful in
retaining experienced management teams that have strong ties to their
communities and customers.

     Cox Radio invests significant resources in identifying and training
employees to create a talented team of managers at all levels of station
operations. These resources include:

     - Gallup/SRI, which helps Cox Radio identify and select talented
       individuals for management and sales positions;

     - Center for Sales Strategy, an independent sales and management training
       company which trains and develops managers and sales executives; and

     - A program of leadership development conducted by Cox Radio's senior
       operating management and outside consultants.

     Local managers are empowered to run the day-to-day operations of their
stations and to develop and implement policies that will improve station
performance and establish long-term relationships with listeners and
advertisers. The compensation of the senior operating management team and local
station managers is dependent upon financial performance, and incentives to
enhance performance are provided through awards under Cox Radio's Amended and
Restated Long-Term Incentive Plan. See Note 12 to the Cox Radio's Consolidated
Financial Statements included elsewhere herein.

ACQUISITION STRATEGY

     During the last several years, Cox Radio has implemented its clustering
strategy through the acquisition of radio stations in several of its existing
markets as well as in new markets. Management believes that larger,
well-capitalized companies with experienced management, such as Cox Radio, are
best positioned to take advantage of acquisition opportunities. Management
considers the following factors when making an acquisition:

     Market Selection Considerations.  Cox Radio's acquisition strategy has been
focused on clustering stations in its existing markets and making opportunistic
acquisitions in additional markets in which Cox Radio believes that it can
cost-effectively achieve a leading position in terms of audience and revenue
share. Management believes that Cox Radio will have the financial resources and
management expertise to continue to pursue its acquisition strategy. Certain
future acquisitions may be limited by the multiple and cross-ownership rules of
the Federal Communications Commission. See "-- Federal Regulation of Radio
Broadcasting -- General Ownership Matters" and "-- Proposed Changes."

     Station Considerations.  Cox Radio expects to concentrate on acquiring
radio stations that offer, through the application of Cox Radio's operating
philosophy, the potential for improvement in the stations' performance,
particularly their broadcast cash flows. Such stations may be in various stages
of development, which presents Cox Radio with an opportunity to apply its
management techniques and to enhance asset value. In evaluating potential
acquisitions, Cox Radio considers the strength of a station's broadcast signal.
A powerful broadcast signal enhances delivery range and clarity, thereby
influencing

                                        8
<PAGE>

listener preference and loyalty. Cox Radio also assesses the strategic fit of an
acquisition with its existing clusters of radio stations. When entering a new
market, Cox Radio expects to acquire a "platform" upon which to expand its
portfolio of stations and to build a leading cluster of stations.

INDUSTRY OVERVIEW

     The primary source of revenues for radio stations is the sale of
advertising time to local and national spot advertisers and national network
advertisers. During the past decade, local advertising revenue as a percentage
of total radio advertising revenue in a given market has ranged from
approximately 75% to 80% according to the Radio Advertising Bureau. The growth
in total radio advertising revenue tends to be fairly stable. With the exception
of 2001 and 1991, when total radio advertising revenue fell by approximately
7.4% and 2.8%, respectively, advertising revenue has risen each year since 1950
according to the Radio Advertising Bureau.

     According to the Radio Advertising Bureau's Radio Marketing Guide and Fact
Book for Advertisers, 2001-2002, radio reaches approximately 96% of all
consumers over the age of 12 every week and 78% of persons over the age of 12
turn on their radios every day. More than 60% of all radio listening is done
outside the home, in contrast to other advertising media, and radio reaches 84%
of adults 18 and older in the car each week. The average listener spends
approximately 20.5 hours per week listening to radio. Most radio listening
occurs during the morning and evening hours, and radio programming during these
"drive times" reaches more than 85% of people over the age of 12 on a weekly
basis. As a result, radio advertising sold during these period achieves premium
advertising rates.

     Radio is considered an efficient, cost-effective means of reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary, oldies and news/talk.
A station's format and style of presentation enables it to target certain
demographics. By capturing a specific share of a market's radio listening
audience, with particular concentration in a targeted demographic, a station is
able to market its broadcasting time to advertisers seeking to reach a specific
audience. Advertisers and stations utilize data published by audience measuring
services, such as Arbitron, to estimate how many people within particular
geographical markets and demographics listen to specific stations.

     The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive environment. Although the number
of advertisements broadcast during a given time period may vary, the total
number of advertisements broadcast on a particular station generally does not
vary significantly from year to year.

     A station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a station
usually will engage a firm that specializes in soliciting radio advertising
sales on a national level. National sales representatives obtain advertising
principally from advertising agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

COMPETITION; CHANGES IN THE BROADCASTING INDUSTRY

     The radio broadcasting industry is a highly competitive business. The
success of each of Cox Radio's stations depends largely upon its audience
ratings and its share of the overall advertising revenue within its markets. Cox
Radio's stations compete for listeners directly with other radio stations in
their respective markets, primarily on the basis of program content that appeals
to a target demographic group. By building a strong listener base consisting of
a specific demographic in each of its markets, Cox Radio is able to attract
advertisers seeking to reach those listeners. Cox Radio's stations compete for
advertising revenue directly with other radio stations and with other
electronic, broadcast and print media within their respective markets.

                                        9
<PAGE>

     Factors that are material to a station's competitive position include
management experience, the station's audience share and rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance, and the number and characteristics of other stations in the market
area. Cox Radio attempts to improve its competitive position with promotional
campaigns aimed at the demographics targeted by its stations and by sales
efforts designed to attract advertisers. Changes in the law have increased the
number of radio stations a broadcaster may own in a given market and permit,
within limits, joint arrangements with other stations in a market relating to
programming, advertising sales, and station operations. Management believes that
radio stations that elect to take advantage of these opportunities may, in
certain circumstances, have lower operating costs and may be able to offer
advertisers more attractive rates and services.

     Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the Federal Communications Commission. The number of radio stations
that a single entity may own and operate in a given market is limited by the
availability of FM and AM radio frequencies allotted by the Federal
Communications Commission to communities in that market, as well as by the
Federal Communications Commission's multiple ownership rules. These rules
regulate the number of stations that may be owned and controlled by a single
entity. The Federal Communications Commission has commenced a rulemaking to
consider changes in its ownership rules that could further limit the number of
radio stations that a single entity may own and control. The Federal
Communications Commission also uses competitive bidding procedures (auctions) to
select among mutually exclusive applicants for new broadcast stations and major
changes to existing stations.

     Potential advertisers can substitute advertising through broadcast
television, cable television systems (which can offer concurrent exposure on a
number of cable networks to enlarge the potential audience), daily, weekly, and
free-distribution newspapers, other print media, direct mail, and on-line
computer services for radio advertising. Competing media commonly target the
customers of their competitors, and advertisers regularly shift dollars from
radio to these competing media and vice versa. Accordingly, there can be no
assurance that any of Cox Radio's stations will be able to maintain or increase
their advertising revenue share. In addition, the radio broadcasting industry is
subject to competition from new media technologies that are being developed or
introduced, such as the delivery of audio programming by cable television
systems, by satellite digital audio radio service, and by digital audio
broadcasting. Digital audio broadcasting and satellite digital audio radio
service provide for the delivery by terrestrial or satellite means of multiple
new audio programming formats with compact disc quality sound to local and
national audiences, and the Federal Communications Commission is currently
considering proposed rules to implement a digital audio broadcasting service.
The delivery of information through the Internet has also created a new form of
competition. The radio broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of entertainment and
information, such as broadcast television, cable television, audio tapes and
compact discs. A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. There can
be no assurance, however, that the development or introduction in the future of
any new media technology will not have an adverse effect on the radio
broadcasting industry.

     Cox Radio can neither predict what other matters might be considered in the
future by the Federal Communications Commission, nor can it assess in advance
what impact, if any, the implementation of any Federal Communications Commission
proposals or changes might have on its business.

FEDERAL REGULATION OF RADIO BROADCASTING

     The ownership, operation and sale of radio stations, including those
licensed to Cox Radio, are subject to the jurisdiction of the Federal
Communications Commission, which acts under authority granted by the
Communications Act of 1934, as amended. Among other things, the Federal
Communications Commission assigns frequency bands for broadcasting, determines
the particular frequencies, locations and operating power of stations, issues,
renews and modifies station licenses, determines whether to approve changes in
ownership or control of station licenses, regulates equipment used by stations,
adopts and implements

                                        10
<PAGE>

regulations and policies that directly or indirectly affect the ownership,
operation, program content, employment practices, and business of stations, and
has the power to impose penalties, including license revocations, for violations
of its rules or the Communications Act of 1934, as amended.

     The following is a brief summary of certain provisions of the
Communications Act of 1934, as amended, and of specific Federal Communications
Commission rules and policies. Reference should be made to the Communications
Act of 1934, as amended, Federal Communications Commission rules and public
notices and rulings of the Federal Communications Commission for further
information concerning the nature and extent of Federal Communications
Commission regulation of broadcast stations.

  License Renewal

     Broadcast station licenses are subject to renewal upon application to the
Federal Communications Commission. All radio station licenses have a term of
eight years. The Federal Communications Commission will renew a broadcast
license if it determines that the "public convenience, interest or necessity"
will be served thereby. During a specified period after an application for
renewal of a broadcast station license has been filed, persons objecting to the
renewal may file petitions to deny the application. Competing applications for
the license, however, will not be accepted unless the current licensee's renewal
application is denied. Also, during the period when a renewal application is
pending (generally four months prior to expiration of the license), the
transferability of the applicant's license may be restricted. Historically, Cox
Radio's management has not experienced any material difficulty in obtaining
renewal from the Federal Communications Commission of any of the broadcast
licenses for stations under its control.

     The following table sets forth selected information concerning each of the
stations owned, or operated pursuant to an LMA or a JSA, by Cox Radio, including
the date on which each such station's Federal Communications Commission license
expires (a station may continue to operate beyond the expiration date if a
timely-filed license renewal application is pending):

<Table>
<Caption>
                                            EXPIRATION
   MARKET(1) AND STATION                       DATE               HEIGHT ABOVE
        CALL LETTERS           FREQUENCY    OF LICENSE   CLASS   AVERAGE TERRAIN       POWER
   ---------------------       ---------    ----------   -----   ---------------       -----
<S>                            <C>          <C>          <C>     <C>               <C>
ATLANTA
  WSB-AM                       750 Khz         4/1/04     A         N.A.           50 kw
  WSB-FM                       98.5 MHz        4/1/04     C         313 m          100 kw
  WALR-FM                      104.1 MHz       4/1/04    C1         371 m          60 kw
  WBTS-FM                      95.5 MHz        4/1/04    C1         340 m          74 kw
  WFOX-FM                      97.1 MHz        4/1/04     C         483 m          100 kw
BIRMINGHAM
  WBHK-FM                      98.7 MHz        4/1/04    C2         343 m          9.4 kw
  WBHJ-FM                      95.7 MHz        4/1/04    C1         299 m          100 kw
  WAGG-AM                      610 Khz         4/1/04     B         N.A.           5 kw day
                                                                                   1 kw night
  WRJS-AM                      1320 Khz        4/1/04     D         N.A.           5 kw day
                                                                                   0.111 kw night
  WZZK-FM                      104.7 MHz       4/1/04     C         396 m          100 kw
  WODL-FM (formerly WRLR-FM)   97.3\MHz        4/1/04     A         306 m          0.64 kw
  WBPT-FM (formerly WODL-FM)   106.9 MHz       4/1/04     C         351 m          100 kw
DAYTON
  WHKO-FM                      99.1 MHz       10/1/04     B         325 m          50 kw
  WHIO-AM                      1290 Khz       10/1/04     B         N.A.           5 kw
  WDPT-FM                      95.7 MHz       10/1/04     B         145 m          50 kw
  WDTP-FM                      95.3 MHz       10/1/04     A         98 m           6 kw
GREENVILLE/SPARTANBURG
  WJMZ-FM                      107.3 MHz      12/1/04     C         308 m          100 kw
  WHZT-FM (formerly WPEK-FM)   98.1 MHz       12/1/04     C         304 m          100 kw
HONOLULU
  KRTR-FM                      96.3 MHz        2/1/06     C         645 m          75 kw
  KXME-FM                      104.3 MHz       2/1/06     C         645 m          75 kw
  KGMZ-FM(2)                   107.9 MHz       2/1/06     C         599 m          100 kw
  KCCN-FM                      100.3 MHz       2/1/06     C         599 m          100 kw
</Table>

                                        11
<PAGE>

<Table>
<Caption>
                                            EXPIRATION
   MARKET(1) AND STATION                       DATE               HEIGHT ABOVE
        CALL LETTERS           FREQUENCY    OF LICENSE   CLASS   AVERAGE TERRAIN       POWER
   ---------------------       ---------    ----------   -----   ---------------       -----
<S>                            <C>          <C>          <C>     <C>               <C>
  KINE-FM                      105.1 MHz       2/1/06     C         599 m          100 kw
  KCCN-AM                      1420 KHz        2/1/06     B         N.A.           5 kw
HOUSTON
  KHPT-FM                      106.9 MHz       8/1/05     C         579 m          100 kw
  KLDE-FM                      107.5 MHz       8/1/05     C         601 m          98 kw
  KTHT-FM                      97.1 MHz        8/1/05     C         563 m          100 kw
  KKBQ-FM                      92.9 MHz        8/1/05     C         585 m          100 kw
JACKSONVILLE
  WAPE-FM                      95.1 MHz        2/1/04     C         300 m          100 kw
  WFYV-FM                      104.5 MHz       2/1/04     C         309 m          100 kw
  WKQL-FM                      96.9 MHz        2/1/04     C         309 m          100 kw
  WMXQ-FM                      102.9 MHz       2/1/04     C         309 m          100 kw
  WOKV-AM                      690 KHz         2/1/04     B         N.A.           50 kw day
                                                                                   10 kw night
  WBWL-AM                      600 KHz         2/1/04     B         N.A.           5 kw
LONG ISLAND
  WBLI-FM                      106.1 MHz       6/1/06     B         152 m          49 kw
  WBAB-FM                      102.3 MHz       6/1/06     A         82 m           6 kw
  WHFM-FM                      95.3 MHz        6/1/06     A         108 m          5 kw
LOUISVILLE
  WVEZ-FM                      106.9 MHz       8/1/04     B         204 m          24.5 kw
  WRKA-FM                      103.1 MHz       8/1/04     A         95 m           6 kw
  WSFR-FM                      107.7 MHz       8/1/04    B1         173 m          8.2 kw
  WPTI-FM                      103.9 MHz       8/1/04     A         149 m          1.35 kw
MIAMI
  WEDR-FM                      99.1 MHz        2/1/04    C1         280 m          100 kw
  WHQT-FM                      105.1 MHz       2/1/04     C         307 m          100 kw
  WFLC-FM                      97.3 MHz        2/1/04     C         307 m          100 kw
  WPYM-FM (formerly WTMI-FM)   93.1 MHz        2/1/04     C         307 m          100 kw
ORLANDO
  WCFB-FM                      94.5 MHz        2/1/04     C         448 m          100 kw
  WWKA-FM(3)                   92.3 MHz        2/1/04     C         454 m          100 kw
  WDBO-AM                      580 KHz         2/1/04     B         N.A.           5 kw
  WMMO-FM                      98.9 MHz        2/1/04    C2         159 m          44 kw
  WHTQ-FM(3)                   96.5 MHz        2/1/04     C         454 m          100 kw
  WPYO-FM                      95.3 MHz        2/1/04     A         144 m          2.9 kw
RICHMOND
  WKLR-FM                      96.5 MHz       10/1/03     B         138 m          50 kw
  WKHK-FM                      95.3 MHz       10/1/03    B1         120 m          17.5 kw
  WMXB-FM                      103.7 MHz      10/1/03     B         256 m          20 kw
  WARV-FM (2)                  100.3 MHz      10/1/03     A         113 m          4.7 kw
  WDYL-FM                      101.1 MHz      10/1/03     A         112 m          4 kw
SAN ANTONIO
  KONO-FM                      101.1 MHz       8/1/05    C1         302 m          98 kw
  KONO-AM                      860 KHz         8/1/05     B         N.A.           5 kw day
                                                                                   0.9 kw night
  KCYY-FM                      100.3 MHz       8/1/05     C         300 m          100 kw
  KCJZ-FM                      106.7 MHz       8/1/05     C         310 m          100 kw
  KKYX-AM                      680 KHz         8/1/05     B         N.A.           50 kw day
                                                                                   10 kw night
  KISS-FM                      99.5 MHz        8/1/05     C         339 m          100 kw
  KSMG-FM                      105.3 MHz       8/1/05     C         381 m          95 kw
SOUTHERN CONNECTICUT
Bridgeport/Fairfield County
  WEZN-FM                      99.9 MHz        4/1/06     B         204 m          27.5 kw
New Haven
  WPLR-FM                      99.1 MHz        4/1/06     B         276 m          15 kw
  WYBC-FM(2)                   94.3 MHz        4/1/06     A         144 m          3 kw
Stamford-Norwalk
  WKHL-FM                      96.7 MHz        4/1/06     A         100 m          3 kw
  WEFX-FM                      95.9 MHz        4/1/06     A         91 m           3 kw
  WSTC-AM                      1400 KHz        4/1/06     C         N.A.           0.78 kw
  WNLK-AM                      1350 KHz        4/1/06     B         N.A.           1 kw day
                                                                                   0.5 kw day
</Table>

                                        12
<PAGE>

<Table>
<Caption>
                                            EXPIRATION
   MARKET(1) AND STATION                       DATE               HEIGHT ABOVE
        CALL LETTERS           FREQUENCY    OF LICENSE   CLASS   AVERAGE TERRAIN       POWER
   ---------------------       ---------    ----------   -----   ---------------       -----
<S>                            <C>          <C>          <C>     <C>               <C>
TAMPA
  WDUV-FM                      105.5 MHz       2/1/04    C1         410 m          46 kw
  WWRM-FM                      94.9 MHz        2/1/04     C         470 m          100 kw
  WPOI-FM (formerly WFJO-FM)   101.5 MHz       2/1/04     C         470 m          100 kw
  WSUN-FM                      97.1 MHz        2/1/04    C2         224 m          11.5 kw
  WBBY-FM                      107.3 MHz       2/1/04    C1         182 m          100 kw
  WHPT-FM                      102.5 MHz       2/1/04     C         503 m          100 kw
TULSA
  KRMG-AM                      740 KHz         6/1/05     B         N.A.           50 kw day
                                                                                   25 kw night
  KRAV-FM                      96.5 MHz        6/1/05     C         405 m          100 kw
  KWEN-FM                      95.5 MHz        6/1/05     C         405 m          100 kw
  KRTQ-FM                      102.3 MHz       6/1/05    C2         150 m          50 kw
  KJSR-FM                      103.3 MHz       6/1/05     C         390 m          100 kw
</Table>

---------------

(1) Metropolitan market served; city of license may differ.
(2) Cox Radio provides sales and other services to this station pursuant to a
    JSA.
(3) Station operating pursuant to program test authority.

  General Ownership Matters

     The Communications Act of 1934, as amended, prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the Federal Communications Commission. To obtain the Federal
Communications Commission's prior consent to assign or transfer a broadcast
license, appropriate applications must be filed with the Federal Communications
Commission. Depending on whether the application involves the assignment of the
license or a "substantial change" in ownership or control (e.g., the transfer of
more than 50% of the voting stock), the application may be required to go on
public notice for a period of approximately 30 days during which petitions to
deny the application may be filed by interested parties, including members of
the public. When reviewing an assignment or transfer application, the Federal
Communications Commission is prohibited from considering whether the public
interest might be served by an assignment or transfer to any party other than
the assignee or transferee specified in the application.

     In August 1999, the Federal Communications Commission substantially revised
its multiple ownership and attribution rules. The new rules became effective on
November 16, 1999, and were most recently reviewed by the Federal Communications
Commission in several reconsideration orders adopted in December 2000. Several
of these rule modifications are the subject of pending court appeals. As
detailed below, the Federal Communications Commission's multiple ownership rules
may limit the permissible acquisitions and investments Cox Radio may make.

     The Federal Communications Commission generally applies its ownership
limits to "attributable" interests held by an individual, corporation,
partnership or other association. In the case of corporations holding, or
through subsidiaries controlling, broadcast licenses, the interests of officers,
directors and those who, directly or indirectly, have the right to vote 5% or
more of the corporation's stock (or 20% or more of such stock in the case of
insurance companies, investment companies and bank trust departments that are
passive investors) are generally attributable. In December 2000, the Federal
Communications Commission eliminated its longstanding rule which provided that a
minority stock interest in a corporation would not be deemed attributable if
there was a single holder of more than 50% of the outstanding voting power of
the corporation. The United States Court of Appeals for the District of Columbia
Circuit subsequently reversed a similar rule change the Federal Communications
Commission had adopted with respect to the ownership of cable systems. The
Federal Communications Commission has suspended elimination of the exemption as
it applies to the ownership of broadcast stations and has commenced a rulemaking
to evaluate further whether to retain the exemption. This proceeding remains
pending.

     The Federal Communications Commission treats all partnership interests as
attributable, except for those limited partnership interests that are
"insulated" by the terms of the limited partnership agreement

                                        13
<PAGE>

from "material involvement" in the media related activities of the partnership.
The Federal Communications Commission applies the same attribution and
insulation standards to limited liability companies and other new business
forms.

     The Federal Communications Commission treats as attributable equity and
debt interests, which combined, exceed 33% of a station licensee's total assets,
if the party holding the equity/debt interest supplies more than 15% of the
station's total weekly programming, or has an attributable interest in another
media entity, whether TV, radio, cable or newspaper, in the same market. Under
these rules, all non-conforming interests acquired before November 7, 1996
(other than LMAs) are permanently grandfathered and thus do not constitute
attributable ownership interests. The Federal Communications Commission required
that any nonconforming interests acquired after that date be brought into
compliance by August 5, 2000.

     The Communications Act of 1934, as amended, prohibits the holding of
broadcast licenses by any corporation of which more than 20% of the capital
stock is owned of record or voted by non-U.S. citizens, a foreign government,
any corporation organized under the laws of a foreign country, or their
representatives (collectively "Aliens"), or the holding of a broadcast license
by any corporation directly or indirectly controlled by any other corporation of
which more than 25% of the capital stock is owned of record or voted by Aliens,
unless the Federal Communications Commission finds that the public interest
would be served by granting a license under such circumstances. The Federal
Communications Commission generally has declined to permit the control of
broadcast licenses by corporations with foreign ownership or voting rights in
excess of the 25% benchmark.

     Cox Radio's indirect parent, Cox Enterprises, has attributable ownership
interests in television stations located in:

     - Orlando, Florida;
     - Charlotte, North Carolina;
     - Pittsburgh and Johnstown, Pennsylvania;
     - Dayton and Steubenville, Ohio;
     - Atlanta, Georgia;
     - Oakland and San Jose, California;
     - El Paso, Texas;
     - Seattle, Washington; and
     - Reno, Nevada.

     Cox Enterprises also has attributable ownership interests in daily
newspapers located in:

     - Grand Junction, Colorado;
     - Palm Beach, Florida;
     - Atlanta, Georgia;
     - Greenville, Rocky Mount and Elizabeth City, North Carolina;
     - Dayton, Hamilton, Middleton and Springfield, Ohio; and
     - Austin, Longview, Lufkin, Waco, Nacogdoches, and Marshall, Texas.

     Cox Enterprises has a non-attributable ownership interest in a daily
newspaper located in Daytona Beach, Florida.

     None of the officers, directors or, to Cox Radio's knowledge, 5% or greater
shareholders of the voting stock of Cox Radio or any of its subsidiaries has any
attributable interest in any radio broadcast stations other than through Cox
Enterprises and its subsidiaries.

                                        14
<PAGE>

  Local Radio Ownership Rule and Radio Market Concentration Issues

     The Federal Communications Commission's local radio multiple ownership rule
provides for certain limits on the number of radio stations that one entity may
own in a local geographic market. These limits are as follows:

          (a) In a radio market with 45 or more commercial radio stations, a
     party may own, operate or control up to eight commercial radio stations,
     not more than five of which are in the same broadcast service (i.e., AM or
     FM);

          (b) In a radio market with between 30 and 44 (inclusive) commercial
     radio stations, a party may own, operate or control up to seven commercial
     radio stations, not more than four of which are in the same broadcast
     service;

          (c) In a radio market with between 15 and 29 (inclusive) commercial
     radio stations, a party may own, operate or control up to six commercial
     radio stations, not more than four of which are in the same broadcast
     service; and

          (d) In a radio market with 14 or fewer commercial radio stations, a
     party may own, operate or control up to five commercial radio stations, not
     more than three of which are in the same broadcast service, except that a
     party may not own, operate or control more than 50 percent of the stations
     in the market.

     Notwithstanding the limits contained in the Federal Communications
Commission's local radio multiple ownership rule, the Federal Communications
Commission has the authority to permit any person or entity to own, operate or
control, or have an attributable ownership interest in a number of radio
broadcast stations in excess of the rule's limits if the Federal Communications
Commission determines that such ownership, operation, control or interest will
result in an increase in the number of radio broadcast stations that are in
operation.

     In addition to the Federal Communications Commission's rules governing
radio ownership, the Antitrust Division of the United States Department of
Justice and the Federal Trade Commission have the authority to determine that a
particular transaction presents antitrust concerns under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, if the particular transaction is
within the jurisdiction of the statute. The Antitrust Division has, in some
cases, obtained consent decrees requiring radio station divestitures in a
particular market based on concerns that the status quo constituted unacceptable
concentration levels. The Federal Communications Commission also independently
examines issues of market concentration when considering radio station
acquisitions. The Federal Communications Commission has delayed its approval of
a number of proposed radio station purchases by various parties because of
concerns about market concentration and has withheld approval of radio
acquisitions if the Antitrust Division has expressed concern regarding
concentration levels in a particular market, even if the acquisitions comply
with the Federal Communications Commission's local radio ownership rules. Also,
for several years, the Federal Communications Commission has followed a policy
of issuing specific public notice of its intention to conduct additional
ownership concentration analysis, and soliciting public comment on "the issue of
concentration and its effect on competition and diversity," with respect to
particular applications for consent to radio station acquisitions based on
advertising revenue shares or other criteria. Staff action on applications so
designated typically may be delayed from a period of a few additional weeks to a
year or more.

     In November 2001, the Federal Communications Commission commenced a
rulemaking initiative to examine on a comprehensive basis the local radio
ownership rules and policies. The Federal Communications Commission has
requested comment on a broad range of issues related to its basic authority to
regulate local radio ownership, including the interplay between the numerical
radio ownership limits that Congress adopted in the Telecommunications Act of
1996 and the public interest mandates embodied in the Communications Act of
1934, as amended; the relationship of these statutes to the Federal
Communications Commission's goals of promoting diversity and competition; the
scope of its interest in competitive radio markets; and the economic costs and
benefits of consolidation. The Federal

                                        15
<PAGE>

Communications Commission has stated that it intends to examine current
marketplace conditions and to revise its rules to reflect those conditions more
accurately. This proceeding remains pending.

     The Federal Communications Commission also adopted an interim policy to
govern its review of radio transfer applications filed during the pendency of
the rulemaking. The Federal Communications Commission will continue to issue
special public notices for applications that raise competitive concerns,
specifically calling for comment on transactions that would result in one entity
controlling fifty percent or more of the advertising revenues in a market or two
entities controlling seventy percent or more of the advertising revenues in a
market. In reviewing these transactions, the Federal Communications Commission
will take into account various factors such as market share, adverse competitive
impact, and the efficiencies to be realized from consolidation.

     The Federal Communications Commission does not regulate the number of radio
stations that may be owned or controlled by one entity nationally.

  Local Marketing Agreements and Joint Sales Agreements

     A significant number of radio broadcast licensees, including Cox Radio,
have entered into local marketing agreements, or LMAs, and joint sales
agreements, or JSAs. Under a typical LMA, separately-owned and licensed radio
stations serving a common geographic area agree to function cooperatively in
terms of programming, advertising sales, and various administrative duties,
subject to the licensee of each station maintaining independent control over the
programming and station operations of its own station and subject to compliance
with other requirements of the Federal Communications Commission's rules and
policies as well as the antitrust laws. The LMA concept is referred to in the
Federal Communications Commission rules as "time brokerage" under which a
licensee of a station is permitted to sell the right to broadcast blocks of time
on its station to an entity or entities which program the blocks of time and
sell their own commercial advertising announcements for their own account during
the time periods in question. Under a typical JSA, two separately-owned radio
stations serving a common service area agree to function cooperatively in terms
of advertising sales only. Under such an arrangement, the licensee of one
station sells the advertising time on the other licensee's station for its own
account but does not provide any programming to the other licensee's station.
This arrangement is also subject to ultimate control by the latter licensee.

     The Federal Communications Commission's multiple ownership rules
specifically permit radio stations to enter into and implement LMAs, so long as
the licensee of the station which is being programmed under the LMA maintains
complete control over the operations of its station and assures compliance with
applicable Federal Communications Commission requirements. A radio station being
programmed pursuant to an LMA is not considered an attributable ownership
interest unless that entity already owns a radio station, television station or
a daily newspaper in the same market or has an equity/debt interest in the
licensee exceeding 33% of the station licensee's total assets. JSAs are not
attributable under the Federal Communications Commission's ownership rules. In
its pending rulemaking described above, the Federal Communications Commission
also has requested comment on the competitive impact of such agreements in the
radio industry.

  Radio/Television Cross-Ownership Rule

     The Federal Communications Commission's radio/television cross-ownership
rule (the "one-to-a-market" rule) permits the common ownership or control of
more than one radio station, whether AM, FM or both, and a television station in
the same market based on the number of independently owned media voices in the
local market. In large markets, i.e., markets with at least 20 independently
owned media voices, a single entity may own up to two television stations and
six radio stations. Alternatively, an entity permitted to own two television
stations and six radio stations is permitted to own one television station and
seven radio stations in the same market. In a market that includes at least ten
other independently owned media voices, a single entity may own a television
station and up to four radio stations or, if permitted under the local
television ownership rule, two television stations and up to four radio
stations. A

                                        16
<PAGE>

single entity may own one radio station and one television station in a market
or one radio station and two television stations, if permitted under the local
television ownership rule, without regard to the number of media voices in the
market. Waivers of the radio-television cross-ownership rule will be granted
only under the "failed station" test (i.e., the subject station has been off the
air for at least four months or is currently involved in involuntary bankruptcy
or insolvency proceedings).

  Broadcast/Daily Newspaper Cross-Ownership Rule

     The Federal Communications Commission's rules prohibit the common ownership
of a radio or television broadcast station and a daily newspaper in the same
market. In 1993, Congress authorized the Federal Communications Commission to
grant waivers of the radio-newspaper cross-ownership rule to permit
cross-ownership of a radio station and a daily newspaper in a top 25 market
having at least 30 independent media voices, provided the Federal Communications
Commission finds the transaction to be in the public interest. Under current
policy, the Federal Communications Commission will grant a permanent waiver of
the radio-newspaper cross-ownership rule only in those circumstances in which
the effect of applying the rule would be "unduly harsh," (i.e., the newspaper is
unable to sell the commonly owned station, the sale would be at an artificially
depressed price, or the local community could not support a separately-owned
newspaper and radio station). The Federal Communications Commission previously
has granted only four permanent waivers of this rule. The Federal Communications
Commission has pending a Notice of Inquiry requesting comment on possible
changes to its policy for waiving the rule. Cox Radio's ownership of WALR-FM
(formerly WJZF-FM) in Atlanta, Georgia is conditioned on the outcome of the
Federal Communications Commission's inquiry proceeding.

     In September 2001, the Federal Communications Commission commenced a
proceeding to consider changes to the newspaper/broadcast cross-ownership rule.
The Federal Communications Commission consolidated its earlier inquiry
proceeding with this rulemaking, and has requested comment on a number of
issues, including its authority to regulate the common ownership of daily
newspapers and radio stations and the impact that newspaper-radio combinations
have on competition and diversity in local markets. Following collection and
analysis of empirical evidence and legal arguments submitted in comments from
the public, the Federal Communications Commission will decide whether to retain,
repeal, or modify this rule. This proceeding remains pending.

  Biennial Review of Broadcast Ownership Rules

     In June 2000, the Federal Communications Commission completed its
statutorily-mandated biennial review of its broadcast ownership rules. The
Federal Communications Commission began this proceeding in 1998, soliciting
comment on whether any of the rules should be the subject of a subsequent
rulemaking to modify or repeal them. The rules on which the Federal
Communications Commission requested comment include those on daily
newspaper/broadcast cross-ownership, and local radio ownership. The Federal
Communications Commission stated it would conduct rulemakings to consider
relaxing the waiver standard of the daily newspaper/broadcast cross-ownership
rule and to clarify the application of the local radio ownership rules. The
Federal Communications Commission has commenced rulemakings with respect to both
ownership rules, as described above, which remain pending.

     Expansion of Cox Radio's broadcast operations on both a local and national
level will continue to be subject to the Federal Communications Commission's
ownership rules and any changes that may be adopted. Any relaxation of the
ownership rules may increase the level of competition to the extent that Cox
Radio's competitors may have greater resources and thereby may be in a superior
position to take advantage of such changes. Any restriction may also have an
effect on Cox Radio and its investors. Cox Radio cannot predict the ultimate
outcome of the Federal Communications Commission's ownership proceedings or its
impact on Cox Radio's business and operations.

                                        17
<PAGE>

  Low Power FM Radio

     In January 2000, the Federal Communications Commission adopted rules
establishing a new noncommercial low power FM radio service that will operate on
channels throughout the commercial FM radio band. The Federal Communications
Commission's new rules include the requirement that stations operating in this
new service not interfere with existing commercial radio stations operating on
the same or adjacent channels. Cox Radio cannot predict at this time the
ultimate impact of this new service on its radio stations.

  Programming and Operation

     The Communications Act of 1934, as amended, requires broadcasters to serve
the "public interest." Since the late 1970s, the Federal Communications
Commission gradually has relaxed or eliminated many of the more formalized
procedures it had developed to promote the broadcast of certain types of
programming responsive to the needs of a station's community of license.
However, licensees are still required to present programming that is responsive
to community problems, needs and interests and to maintain certain records
demonstrating such responsiveness. Stations also must follow various rules
promulgated under the Communications Act of 1934, as amended, that regulate,
among other things, political advertising, sponsorship identification, the
advertisement of contests and lotteries, obscene and indecent broadcasts and
technical operations, including limits on radio frequency radiation.

     Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short-term (i.e., less than the full term) renewals or, for particularly
egregious violations, the denial of a license renewal application or the
revocation of a license.

  Equal Employment Opportunity Requirements

     In April 2000, the Federal Communications Commission adopted equal
employment opportunity rules for broadcasters. These rules prohibited
broadcasters from discriminating on the basis of race, religion, color, national
origin or gender and required broadcasters to maintain a recruitment outreach
program and prepare reports concerning such programs on an annual basis. The
United States Court of Appeals for the District of Columbia Circuit struck down
the recruitment, outreach and reporting portions of the equal employment
opportunity rules as unconstitutional. The Federal Communications Commission
subsequently suspended enforcement of the rules, but the anti-discrimination
provisions of the rules remained in effect. In December 2001, the Federal
Communications Commission adopted a Notice of Proposed Rule Making in which it
proposes to continue the prohibition on discrimination and to establish new
rules requiring recruitment outreach for vacant positions and the filing of
reports demonstrating compliance with the rules. This proceeding remains
pending.

  Proposed Changes

     Congress and the Federal Communications Commission have under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly:

     - Affect the operation, ownership and profitability of Cox Radio and its
       radio broadcast stations;

     - Result in the loss of audience share and advertising revenue of Cox
       Radio's radio broadcast stations; and

     - Affect the ability of Cox Radio to acquire additional radio broadcast
       stations or to finance such acquisitions.

     Such matters include, for example:

     - Changes to the license renewal process;

     - Proposals to impose spectrum use fees or other governmentally-imposed
       fees upon licensees;

                                        18
<PAGE>

     - Proposals to adopt equal employment opportunity rules and other matters
       relating to minority and female involvement in broadcasting;

     - Proposals to repeal or modify some or all of the Federal Communications
       Commission's multiple ownership rules and/or policies;

     - Proposals to modify the attribution rules, such as increasing the
       benchmarks or thresholds for attributing ownership interests in broadcast
       media;

     - Proposals to change rules or policies relating to political broadcasting
       and the rates charged to political advertisers;

     - Technical and frequency allocation matters, including those relative to
       the implementation of digital audio broadcasting, satellite digital audio
       radio service, and AM stereo broadcasting;

     - Proposals to permit expanded use of FM translator stations and low power
       FM stations;

     - Proposals to restrict or prohibit the advertising of beer, wine and other
       alcoholic beverages on radio;

     - Changes in the Federal Communications Commission's alien ownership rules
       and policies;

     - Changes in the Federal Communications Commission's cross-ownership rules;

     - Changes to technical requirements for broadcast services;

     - Proposals to allow telephone companies to deliver audio and video
       programming to homes through existing phone lines; and

     - Proposals to limit the tax deductibility of advertising expenses by
       advertisers.

     Cox Radio can neither predict what other matters might be considered in the
future, nor judge in advance what impact, if any, the implementation of any of
these proposals or changes might have on its business.

ENVIRONMENTAL

     As the owner, lessee or operator of various real properties and facilities,
we are subject to various federal, state and local environmental laws and
regulations. Historically, compliance with these laws and regulations has not
had a material adverse effect on our business. There can be no assurance,
however, that compliance with existing or new environmental laws and regulations
will not require us to make significant expenditures of funds.

SEASONALITY

     Seasonal revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures. Cox Radio's
revenues and broadcast cash flows are typically lowest in the first quarter and
higher in the second and fourth quarters.

EMPLOYEES

     As of December 31, 2001, Cox Radio employed 1,626 full-time and 710
part-time employees. We believe our relations with employees are satisfactory,
and there are no collective bargaining agreements in effect for Cox Radio's
employees.

     Cox Radio employs several on-air personalities with large audiences in
their respective markets. Cox Radio enters into employment agreements with
certain on-air personalities in order to protect its interests in these employee
relationships. Cox Radio does not believe that the loss of any one of these
on-air personalities would have a material adverse effect on Cox Radio's
consolidated financial condition or results of operations.

                                        19
<PAGE>

PATENTS AND TRADEMARKS

     Cox Radio owns numerous domestic trademark registrations related to the
business of Cox Radio's stations. Cox Radio owns no patents or patent
applications. Cox Radio does not believe that any of its trademarks are material
to its business or operations.

FORWARD-LOOKING STATEMENTS

     This Form 10-K includes "forward-looking" statements, which are statements
that relate to Cox Radio's future plans, earnings, objectives, expectations,
performance, and similar projections, as well as any facts or assumptions
underlying these statements or projections. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from historical results, results Cox Radio anticipates or results
expressed or implied by such forward-looking statements. These risks and
uncertainties include, among others:

     - Advertising demand in our markets;

     - The possibility that advertisers may cancel or postpone schedules in
       response to political events;

     - General economic and business conditions, both nationally and in the
       regions in which Cox Radio operates;

     - Technology changes;

     - Our ability to execute our Internet strategy effectively and the
       uncertainty surrounding Internet royalty obligations;

     - Competition;

     - Our success in executing and integrating acquisitions;

     - Our ability to generate sufficient cash flow to meet our debt service
       obligations and finance operations;

     - Our ability to secure financing on attractive terms;

     - Changes in business strategy or development plans;

     - The ability to attract and retain qualified personnel;

     - Existing governmental regulations and changes in, or the failure to
       comply with, governmental regulations;

     - Liability and other claims asserted against Cox Radio; and

     - The level of success of our operating initiatives and strategy.

     Cox Radio undertakes no obligation to update any forward-looking statements
or to release publicly the results of any revisions to forward-looking
statements made in this Form 10-K to reflect events or circumstances after the
date of this Form 10-K or to reflect the occurrence of unanticipated events.

     Additional factors that could have a material and adverse impact on Cox
Radio's business are set forth below.

RISK FACTORS

     The following factors (in addition to others) could have a material and
adverse impact on Cox Radio's business:

  Risks Associated with Cox Radio's Growth Strategy

     Cox Radio's business strategy depends on developing strong radio station
clusters through the successful integration of recently acquired stations,
including the development of under-performing radio

                                        20
<PAGE>

stations and the opportunistic acquisition of additional radio stations. Cox
Radio intends to continue to evaluate the acquisition of additional radio
stations or radio station groups. There can be no assurance that future
acquisitions will be available on attractive terms or that Federal
Communications Commission rules will continue to permit certain acquisitions. In
addition, there can be no assurance that any synergies or savings will be
achieved as a result of any acquisitions, that the integration of Cox Radio and
new stations or management groups can be accomplished successfully or on a
timely basis or that Cox Radio's acquisition strategy can be implemented.

     A significant portion of Cox Radio's business historically has been
conducted in the Atlanta market. Net revenues earned from radio stations located
in Atlanta represented 28%, 29% and 24% of total revenues for the years ended
December 31, 2001, 2000 and 1999, respectively. Cox Radio expects to continue to
expand into new markets which will reduce the concentration of its revenues
earned in the Atlanta market.

  Competition

     The radio broadcasting industry is a highly competitive business. Cox
Radio's radio stations compete against other radio stations and other media
(including new media technologies that are being developed or introduced) for
audience share and advertising revenue. Factors that are material to a station's
competitive position include management experience, the station's audience share
and rank in its market, transmitter power, assigned frequency, audience
characteristics, local program acceptance, and the number and characteristics of
other stations in the market area. Management believes that radio stations that
elect to take advantage of clustering opportunities may, in certain
circumstances, have lower operating costs and may be able to offer advertisers
more attractive rates and services. No assurance can be given that any of Cox
Radio's stations will be able to maintain or increase their current audience
ratings or advertising revenue share.

  Government Regulation of the Broadcasting Industry

     The radio broadcasting industry is subject to extensive and changing
regulation. Among other things, the Communications Act of 1934, as amended, and
Federal Communications Commission rules and policies limit the number of radio
stations that one entity can own in a given market. The Communications Act of
1934, as amended, and Federal Communications Commission rules and policies also
require Federal Communications Commission approval for transfers of control and
assignments of Federal Communications Commission licenses. The filing of
petitions or complaints against Federal Communications Commission licensees such
as Cox Radio could result in the Federal Communications Commission delaying the
grant of, or refusing to grant, its consent to the assignment of licenses to or
from a Federal Communications Commission licensee or the transfer of control of
a Federal Communications Commission licensee. In certain circumstances, the
Communications Act of 1934, as amended, and Federal Communications Commission
rules will operate to impose limitations on alien ownership and voting of Cox
Radio's common stock. There can be no assurance that there will be no changes in
the current regulatory scheme, the imposition of additional regulations or the
creation of new regulatory agencies, which changes could restrict or curtail the
ability of Cox Radio to acquire, operate and dispose of stations or, in general,
to compete profitably with other operators of radio and other media properties.

     Each of Cox Radio's radio stations operates pursuant to one or more
licenses issued by the Federal Communications Commission. Under Federal
Communications Commission rules, radio licenses are granted for a term of eight
years. Cox Radio's licenses expire at various times between the years 2003 and
2006. Although Cox Radio has applied or will apply to renew these licenses,
third parties may challenge Cox Radio's renewal applications. While Cox Radio is
not aware of facts or circumstances that would prevent it from having its
current licenses renewed, there can be no assurance that the licenses will be
renewed. Failure to obtain the renewal of any of Cox Radio's broadcast licenses
or to obtain Federal Communications Commission approval for an assignment or
transfer to Cox Radio of a license in connection with a radio station
acquisition may have a material adverse effect on Cox Radio's business and
operations. In addition, if Cox Radio or any of its officers, directors or
significant stockholders materially

                                        21
<PAGE>

violates the Federal Communications Commission's rules and regulations or the
Communications Act of 1934, as amended, is convicted of a felony or is found to
have engaged in unlawful anticompetitive conduct or fraud upon another
government agency, the Federal Communications Commission may, in response to a
petition from a third party or on its own initiative, in its discretion,
commence a proceeding to impose sanctions upon Cox Radio which could involve the
imposition of monetary fines, the revocation of Cox Radio's broadcast licenses
or other sanctions. If the Federal Communications Commission were to issue an
order denying a license renewal application or revoking a license, Cox Radio
would be required to cease operating the applicable radio station only after Cox
Radio had exhausted all rights to administrative and judicial review without
success.

  Control of Cox Radio by Cox Enterprises and Potential Conflicts of Interest

     Cox Enterprises, through wholly-owned subsidiaries, owns approximately 62%
of the outstanding common stock of Cox Radio and has approximately 94% of the
voting power of Cox Radio. As a result, Cox Enterprises has sufficient voting
power to elect all the members of the Board of Directors of Cox Radio and effect
transactions without the vote of a majority of Cox Radio's public stockholders.
Cox Radio's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws also contain certain anti-takeover provisions. The interests of
Cox Enterprises, which operates businesses in other industries, including
television broadcasting, broadband communications, auto auctions and newspapers,
may from time to time diverge from the interests of Cox Radio. In addition, from
time to time, Cox Radio enters into transactions with Cox Enterprises or its
affiliates and has entered into a credit facility with Cox Enterprises.
Conflicts of interest between Cox Radio and Cox Enterprises could arise with
respect to business dealings between them, including potential acquisitions of
businesses or properties, the issuance of additional securities and the election
of new or additional members of Cox Radio's Board of Directors. The Audit
Committee of Cox Radio's Board of Directors consists of independent directors
and addresses certain potential conflicts of interest that may arise between Cox
Radio and Cox Enterprises and its other affiliates. There can be no assurance
that any conflicts of interest will be resolved in favor of Cox Radio.

ITEM 2.  PROPERTIES

     Cox Radio's leases corporate office space in Atlanta, Georgia. The types of
properties required to support each of Cox Radio's stations include offices,
studios, transmitter sites and antenna sites. The transmitter sites and antenna
sites generally are located so as to provide maximum market coverage.

     Cox Radio owns transmitter and antenna sites in:

     - Atlanta;
     - Dayton;
     - Greenville;
     - Houston;
     - Jacksonville;
     - Long Island;
     - Louisville;
     - Orlando;
     - San Antonio;
     - Southern Connecticut;
     - Tampa; and
     - Tulsa.

     Cox Radio leases transmitter and antenna sites in:

     - Atlanta;
     - Birmingham;
     - Dayton;
     - Greenville;

                                        22
<PAGE>

     - Honolulu;
     - Houston;
     - Jacksonville;
     - Long Island;
     - Louisville;
     - Miami;
     - Orlando;
     - Richmond;
     - San Antonio;
     - Southern Connecticut;
     - Tampa; and
     - Tulsa.

     Cox Radio owns studio and office facilities in:

     - Birmingham;
     - Jacksonville;
     - Long Island;
     - Miami; and
     - Orlando.

     Cox Radio leases studio and office facilities in:

     - Atlanta;
     - Birmingham;
     - Dayton;
     - Greenville;
     - Honolulu;
     - Houston;
     - Long Island;
     - Louisville;
     - Richmond;
     - San Antonio;
     - Southern Connecticut;
     - Tampa; and
     - Tulsa.

     Cox Radio generally considers its facilities to be suitable and of adequate
size for their current and intended purposes. Cox Radio does not anticipate any
difficulties in renewing any facility leases or in leasing additional space, if
required.

     Cox Radio owns substantially all of its other equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment. The towers, antennae and other transmission equipment used by
Cox Radio's stations are generally in good condition, although opportunities to
upgrade facilities are continuously reviewed.

ITEM 3.  LEGAL PROCEEDINGS

     On June 13, 2001, Cox Radio was named as defendant in a putative class
action suit filed in an amended complaint in the state court in Fulton County,
Georgia, alleging violations of the Federal Telephone Consumer Protection Act.
The complaint seeks statutory damages in the amount of $1,500 plus attorneys'
fees, on behalf of each person "throughout the State of Georgia" who received an
unsolicited pre-recorded telephone message in October 1999 delivering an
"advertisement" from a Cox Radio radio station. On October 30, 2001, the parties
entered into a consent agreement staying all proceedings until the earlier of
either six months, or a ruling by the Georgia Court of Appeals in a similar
action pending

                                        23
<PAGE>

against a third-party radio broadcast company. Cox Radio intends to defend this
action vigorously, although the outcome cannot be predicted at this time.

     Cox Radio is a party to various legal proceedings which are ordinary and
incidental to its business. Management does not expect that any legal
proceedings currently pending will have a material adverse impact on Cox Radio's
consolidated financial position, results of operations or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                        24
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information required by this Item is incorporated by reference to the
section entitled "Shareholder Information" of Cox Radio's 2001 Annual Report to
Shareholders.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected financial data have been derived from the
Consolidated Financial Statements of Cox Radio. The data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements of Cox
Radio and notes thereto included elsewhere herein. The statements of operations
data, other operating data and balance sheet data as of and for the years ended
December 31, 2001, 2000, 1999, 1998, and 1997 have been derived from audited
Consolidated Financial Statements of Cox Radio.

<Table>
<Caption>
                                                          YEAR ENDED DECEMBER 31,
                                             --------------------------------------------------
                                               2001        2000       1999      1998      1997
                                             --------    --------    ------    ------    ------
                                                (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                          <C>         <C>         <C>       <C>       <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)............................  $  395.3    $  369.4    $300.5    $261.2    $199.6
Station operating expenses.................     246.4       221.6     183.9     167.0     129.8
Corporate general and administrative
  expenses.................................      13.3        13.3      10.1       8.4       6.9
Depreciation and amortization..............      69.6        43.0      29.1      23.4      17.4
Gain on sales of assets and radio
  stations.................................      (2.1)     (474.5)    (40.5)       --     (49.1)
                                             --------    --------    ------    ------    ------
Operating income...........................      68.1       566.0     117.9      62.4      94.6
Interest expense, net......................      47.5        32.5      22.8      16.9       9.4
Net income(2)..............................      20.7       305.9      55.3      23.0      49.7
Basic income per common share(3)...........      0.21        3.28      0.64      0.27      0.58
Diluted income per common share(3).........      0.21        3.26      0.64      0.27      0.58
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents..................  $    8.0    $    7.0    $ 14.7    $  6.5    $  6.2
Intangible assets, net.....................   2,095.7     2,103.0     829.3     590.7     518.9
Total assets...............................   2,286.7     2,317.8     986.6     753.1     654.6
Total debt (including amounts due from/to
  Cox Enterprises).........................     703.4       737.5     437.2     269.9     232.6
OTHER OPERATING DATA:
Broadcast cash flow(4).....................  $  148.9    $  147.8    $116.6    $ 94.2    $ 69.8
Broadcast cash flow margin(4)..............      37.7%       40.0%     38.8%     36.1%     35.0%
Adjusted EBITDA(4).........................  $  135.6    $  134.5    $106.5    $ 85.8    $ 62.9
After-tax cash flow(4).....................      78.8        77.0      62.3      52.2      44.1
Net cash provided by operating
  activities...............................      95.1        67.7      56.1      47.2      42.2
Net cash used in investing activities......      48.1       752.8     179.1     115.1     285.1
Net cash (used in) provided by financing
  activities...............................     (46.0)      677.4     131.2      68.1     238.5
</Table>

---------------

(1) Total revenues less advertising agency commissions.
(2) Net income for 2001 includes a charge of $0.8 million related to the
    adoption of Statement of Financial Accounting Standards No. 133, "Accounting
    for Derivative Instruments and Hedging Activities."
(3) Basic and diluted net income per common share for the years ended December
    31, 1999, 1998, and 1997 have been restated to give effect to a
    three-for-one stock split effective May 19, 2000.
(4) "Broadcast cash flow" consists of net revenues less station operating
    expenses. "Broadcast cash flow margin" is broadcast cash flow as a
    percentage of net revenues. "Adjusted EBITDA" is operating income excluding
    the gains on sales of assets and radio stations plus depreciation and
    amortization. "After-tax cash flow" is net income plus depreciation and
    amortization and adjusted

                                        25
<PAGE>

    for non-recurring items. Although broadcast cash flow, broadcast cash flow
    margin, Adjusted EBITDA and after-tax cash flow are not recognized under
    accounting principles generally accepted in the United States of America,
    they are accepted by the broadcasting industry as generally recognized
    measures of performance and are used by analysts who report publicly on the
    condition and performance of broadcast companies. For the foregoing reasons,
    Cox Radio believes that these measures are useful to investors. However,
    investors should not consider these measures to be an alternative to
    operating income as determined in accordance with accounting principles
    generally accepted in the United States of America, an alternative to cash
    flows from operating activities (as a measure of liquidity) or an indicator
    of Cox Radio's performance under accounting principles generally accepted in
    the United States of America.

UNAUDITED QUARTERLY FINANCIAL INFORMATION

     The following table sets forth selected quarterly financial information for
Cox Radio. This information is derived from unaudited financial statements of
Cox Radio and includes, in the opinion of management, only normal and recurring
adjustments that management considers necessary for a fair presentation of the
results for such periods. The operating results for any quarter are not
necessarily indicative of results for any future period.

<Table>
<Caption>
                                              1ST         2ND          3RD              4TH
                                            QUARTER     QUARTER      QUARTER          QUARTER
                                           ---------    --------    ----------       ---------
                                              (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                        <C>          <C>         <C>              <C>
2001
Net revenues.............................  $  86,525    $107,871    $   99,220       $ 101,687
Corporate general and administrative
  expenses...............................      3,644       3,555         2,530           3,551
Depreciation and amortization............     17,887      17,174        17,108          17,466
Operating income.........................     10,590(1)   22,567        18,704          16,267
Cumulative effect of an accounting
  change, net of tax.....................        787          --            --              --
Net (loss) income........................     (2,144)      5,671         3,563          13,601(2)
Net (loss) income per common share before
  cumulative effect of accounting
  change -- basic........................      (0.01)       0.06          0.04            0.14
Cumulative effect of an accounting
  change.................................      (0.01)         --            --              --
                                           ---------    --------    ----------       ---------
Net (loss) income per common
  share -- basic.........................      (0.02)       0.06          0.04            0.14
Net (loss) income per common share before
  cumulative effect of accounting
  change -- diluted......................      (0.01)       0.06          0.04            0.14
Cumulative effect of an accounting
  change.................................      (0.01)         --            --              --
                                           ---------    --------    ----------       ---------
Net (loss) income per common share --
  diluted................................      (0.02)       0.06          0.04            0.14
2000
Net revenues.............................  $  75,878    $ 95,669    $   95,069       $ 102,788
Corporate general and administrative
  expenses...............................      2,843       3,136         3,611           3,757
Depreciation and amortization............      7,267       7,788        11,206          16,731
Operating income.........................     61,977(3)   26,974       455,575(5)       21,447
Net income...............................     32,868      13,467(4)    254,880           4,722
Net income per common
  share -- basic(6)......................       0.38        0.15          2.57            0.05
Net income per common
  share -- diluted(6)....................       0.38        0.15          2.55            0.05
</Table>

---------------

(1) Includes a pre-tax gain on the sale of WHOO-AM in Orlando, Florida of
    approximately $2.6 million.
(2) Includes a $10.9 million deferred tax benefit related to a revision of Cox
    Radio's effective state income tax rate.
(3) Includes a pre-tax gain on the sale of KACE-FM and KRTO-FM in Los Angeles,
    California of approximately $46.6 million.
(4) Includes a $1.3 million non-cash "mark-to-market" unrealized gain related to
    Cox Radio's interest rate swap agreements.
(5) Includes a pre-tax gain on the exchange of KFI-AM and KOST-FM in Los
    Angeles, California of approximately $429.9 million.
(6) Basic and diluted net income per common share for the first quarter of 2000
    have been restated to give effect to a three-for-one stock split effective
    May 19, 2000.

                                        26
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

     Cox Radio is a leading national radio broadcast company whose business is
acquiring, developing and operating radio stations located throughout the United
States. Cox Enterprises indirectly owns approximately 62% of the common stock of
Cox Radio and has approximately 94% of the voting power of Cox Radio.

     The performance of a radio station group, such as Cox Radio, is customarily
measured by its ability to generate Broadcast Cash Flow, Adjusted EBITDA and
After-tax Cash Flow. Broadcast Cash Flow is net revenues less station operating
expenses. Adjusted EBITDA is operating income excluding the gain on sales of
assets and radio stations plus depreciation and amortization. After-tax cash
flow is net income plus depreciation and amortization and adjusted for
non-recurring items. Although Broadcast Cash Flow, Adjusted EBITDA and After-tax
Cash Flow are not recognized under accounting principles generally accepted in
the United States of America, they are accepted by the broadcasting industry as
generally recognized measures of performance and are used by analysts who report
publicly on the condition and performance of broadcasting companies. For the
foregoing reasons, Cox Radio believes that these measures are useful to
investors. However, Broadcast Cash Flow, Adjusted EBITDA or After-tax Cash Flow
should not be considered to be an alternative to operating income or cash flows
from operating activities (as a measure of liquidity), each as determined in
accordance with accounting principles generally accepted in the United States of
America, or an indicator of Cox Radio's performance under accounting principles
generally accepted in the United States of America.

     The primary source of Cox Radio's revenues is the sale of local and
national advertising to be broadcast on its radio stations. Historically,
approximately 73% and 23% of Cox Radio's net revenues have been generated from
local and national advertising, respectively. Cox Radio's most significant
station operating expenses are employees' salaries and benefits, commissions,
programming expenses and advertising and promotional expenditures.

     Cox Radio's revenues vary throughout the year.  As is typical in the radio
broadcasting industry, Cox Radio's revenues and broadcast cash flows are
typically lowest in the first quarter and higher in the second and fourth
quarters. Cox Radio's operating results in any period may be affected by the
incurrence of advertising and promotional expenses that do not necessarily
produce commensurate revenues until the impact of the advertising and promotion
is realized in future periods.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

  Use of Estimates

     Cox Radio's discussion and analysis of its financial condition and results
of operations are based upon Cox Radio's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires Cox Radio to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, Cox Radio evaluates its
estimates, including those related to bad debts, intangible assets, income
taxes, fair value of financial instruments (as discussed in ITEM 7A.),
contingencies and litigation. Cox Radio bases its estimates on historical
experience and on various other 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 available from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

     Cox Radio believes the following accounting policies are critical to its
financial statements and, in some cases, affect its more significant judgments
and estimates used in the preparation of the financial statements.

                                        27
<PAGE>

  Revenue Recognition

     Cox Radio recognizes revenues when the following conditions are met:
persuasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the price is fixed and determinable, and collectibility is
reasonably assured. These criteria are generally met at the time an
advertisement is broadcast, and the revenue is recorded net of advertising
agency commission. Cox Radio records an allowance for doubtful accounts based on
historical information, analysis of credit memo data and any other relevant
factors.

  Impairment of Long-Lived Assets

     Cox Radio's long-lived assets include FCC licenses, goodwill and other
intangible assets. At December 31, 2001, Cox Radio had approximately $2.1
billion in intangible assets, which represents approximately 92% of Cox Radio's
total assets. The fair value of the FCC licenses is dependent on the performance
of our stations. In assessing the recoverability of Cox Radio's intangible
assets, Cox Radio must make assumptions regarding the estimated future cash
flows to determine the fair value of the respective assets. If these estimates
or their related assumptions change in the future, Cox Radio may be required to
record impairment charges for these assets. On January 1, 2002, Cox Radio
adopted Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets" and will be required to assess its goodwill and FCC licenses
for impairment within the first six months of 2002, and on at least an annual
basis thereafter.

  Contingencies and Litigation

     On an on-going basis, Cox Radio evaluates its exposures related to
contingencies and litigation and records a liability when available information
indicates that a liability is probable and estimable. Cox Radio also discloses
significant matters that are reasonably possible to result in a loss or are
probable but not estimable.

  Estimation of Effective Tax Rates

     Cox Radio evaluates its effective tax rates regularly and adjusts rates
when appropriate based on currently available information relative to statutory
rates, apportionment factors and the applicable taxable income in the
jurisdictions in which Cox Radio operates, among other factors.

RESULTS OF OPERATIONS

     This discussion should be read in conjunction with the accompanying audited
Consolidated Financial Statements and Notes thereto of Cox Radio. The results of
operations for Cox Radio represent the operations of the radio stations owned or
operated, or for which sales and marketing services were provided, during the
applicable periods.

  Year Ended December 31, 2001 Compared with Year Ended December 31, 2000

     Net Revenues.  Net revenues increased $25.9 million to $395.3 million, a
7.0% increase over the prior year. This increase was primarily a result of the
acquisitions of stations in Houston and Richmond during late 2000 and in
Greenville and Richmond in early 2001 in addition to strong local revenues
throughout the year that were partially offset by a soft national advertising
market. On a "same station" basis (reflecting results from stations operated for
the entire year in both 2001 and 2000), net revenues decreased $5.4 million to
$344.6 million, a decrease of 1.5% from 2000.

     Station Operating Expenses.  Station operating expenses (including
operating and selling, general and administrative expenses) increased $24.8
million to $246.4 million, an increase of 11.2% over the prior year, primarily
as a result of the acquisition of stations during late 2000 and early 2001,
targeted marketing and promotional spending, and costs associated with
reformatting under-performing stations. On a "same

                                        28
<PAGE>

station" basis, station operating expenses increased $1.7 million to $208.7
million, an increase of 0.8% over 2000.

     Broadcast Cash Flow.  Broadcast cash flow increased $1.1 million to $148.9
million, a 0.8% increase over the prior year, for the reasons net revenues and
station operating expenses increased as discussed above. On a "same station"
basis, broadcast cash flow decreased $7.0 million to $135.9 million, a decrease
of 4.9% from the prior year.

     Corporate General and Administrative Expenses.  Corporate general and
administrative expenses decreased $0.1 million to $13.3 million in 2001. The
higher overhead costs incurred as a result of the increase in number of stations
in 2001 was partially offset by cost reduction measures and reductions in
incentive compensation and other benefits during 2001.

     Operating Income.  Operating income decreased $497.8 million to $68.1
million, primarily as a result of a $46.6 million pre-tax gain on the sale of
KACE-FM and KRTO-FM in Los Angeles, California and a $429.9 million pre-tax gain
on the exchange of KFI-AM and KOST-FM in Los Angeles, California recorded in
2000 and increased amortization expense due to recent acquisitions.

     Interest Expense.  Interest expense for 2001 totaled $49.0 million as
compared to $37.0 million during 2000, primarily as a result of borrowings
incurred to complete Cox Radio's acquisitions during the last half of 2000 and
beginning of 2001.

     Income Taxes.  Income taxes decreased $229.8 million to an income tax
benefit of $1.3 million in 2001 primarily due to a lower taxable income, a $10.9
million reduction in income tax expense related to an adjustment to the
effective state tax rate applicable to Cox Radio in 2001, and $204.0 million in
taxes provided on sale and exchange transactions in 2000.

     Net Income.  Net income decreased $285.2 million in 2001 to $20.7 million,
primarily as a result of a $27.9 million after-tax gain on the sale of KACE-FM
and KRTO-FM in Los Angeles, California and a $244.6 million after-tax gain on
the exchange of KFI-AM and KOST-FM in Los Angeles, California recorded in 2000,
increased amortization expense due to recent acquisitions, and a $10.9 million
deferred tax benefit related to a revision of Cox Radio's effective state income
tax rate.

  Year Ended December 31, 2000 Compared with Year Ended December 31, 1999

     Net Revenues.  Net revenues increased $68.9 million to $369.4 million, a
22.9% increase over the prior year. This increase was primarily as a result of
the acquisition of radio stations in Atlanta, Georgia; Honolulu, Hawaii;
Houston, Texas; Miami, Florida; and Richmond, Virginia; and offset somewhat by
the disposition of stations in Los Angeles, California. In addition, the
stations in Atlanta, Georgia; Long Island, New York; and Miami, Florida had
increases in net revenues that were realized as a result of continued strong
ratings performance. On a "same station" basis (reflecting results from stations
operated for the entire year in both 2000 and 1999), net revenues increased
$34.6 million to $253.0 million, an increase of 15.8% over 1999.

     Station Operating Expenses.  Station operating expenses (including
operating and selling, general and administrative expenses) increased $37.7
million to $221.6 million, an increase of 20.5% over the prior year, primarily
as a result of Cox Radio's acquisitions as discussed above. Additionally,
significant contributions to this increase came from higher programming costs
resulting from an increase in talent costs (which increase with improved
ratings) and additional selling expenses associated with the stations' local and
national revenue growth. On a "same station" basis, station operating expenses
increased $11.2 million to $150.7 million, an increase of 8.1% over 1999.

     Broadcast Cash Flow.  Broadcast cash flow increased $31.2 million to $147.8
million, a 26.8% increase over 1999, for the reasons net revenues and station
operating expenses increased as noted above. On a "same station" basis,
broadcast cash flow increased by $23.4 million to $102.3 million, an increase of
29.6% over the prior year.

                                        29
<PAGE>

     Corporate General and Administrative Expenses.  Corporate general and
administrative expenses increased $3.3 million to $13.3 million in 2000
primarily due to increased costs related to growth in the number of stations and
increased information technology costs.

     Operating Income.  Operating income increased $448.0 million to $566.0
million, primarily as a result of a $46.6 million pre-tax gain on the sale of
KACE-FM and KRTO-FM in Los Angeles, California, a $429.9 million pre-tax gain on
the exchange of KFI-AM and KOST-FM in Los Angeles, California and for the
reasons net revenues and station operating expenses increased as discussed
above.

     Interest Expense.  Interest expense for 2000 totaled $37.0 million as
compared to $23.2 million during 1999, primarily as a result of borrowings
incurred to complete Cox Radio's acquisitions during 2000.

     Income Taxes.  Income tax expense increased $189.0 million to $228.5
million in 2000 primarily due to higher taxable income resulting from
significant gains on sale and exchange transactions in 2000 referred to above.

     Net Income.  Net income increased $250.7 million in 2000 to $305.9 million,
primarily as a result of a $27.9 million after-tax gain on the sale of KACE-FM
and KRTO-FM in Los Angeles, California, and a $244.6 million after-tax gain on
the exchange of KFI-AM and KOST-FM in Los Angeles, California.

LIQUIDITY AND CAPITAL RESOURCES

     Cox Radio's primary source of liquidity is cash provided by operations.
Historically, cash requirements have been funded by Cox Radio's operating
activities and through borrowings under Cox Radio's bank credit facility. In
addition, daily cash management needs have been funded through intercompany
advances from Cox Enterprises under a revolving credit facility. Cox Radio's
borrowings under the Cox Enterprises revolving credit facility are typically
repaid within 30 days and accrue interest at Cox Enterprises' commercial paper
rate plus 0.40%. Cox Enterprises continues to perform day-to-day cash management
services for Cox Radio. Cox Radio had approximately $1.1 million and $17.3
million in amounts due from Cox Enterprises at December 31, 2001 and 2000,
respectively.

     On June 27, 2000, Cox Radio repaid all amounts previously outstanding under
its $300 million, five-year, senior, unsecured revolving credit facility with a
portion of the net proceeds from the offering of Cox Radio's Class A Common
Stock, as discussed in Note 3 to the consolidated financial statements included
herein. On June 30, 2000, Cox Radio replaced its $300 million, five-year,
senior, unsecured revolving credit facility, with a $350 million, five-year,
senior, unsecured revolving credit facility and a $350 million, 364-day, senior,
unsecured revolving credit facility, each with certain banks, including The
Chase Manhattan Bank as the Administrative Agent, Bank of America, N.A. as the
Syndication Agent, and Citibank, N.A. as the Documentation Agent. The interest
rate for each facility is based on the greater of the prime rate or the federal
funds borrowing rate plus 0.5%; the London Interbank Offered Rate plus a spread
based on the credit ratings of Cox Radio's senior, long-term debt; or the bid
rate for the purchase of certificates of deposit of equal principal amount and
maturity plus a spread based on the credit ratings of Cox Radio's senior,
long-term debt. Each facility includes a commitment fee on the unused portion of
the total amount available of 0.1% to 0.25% based on the credit ratings of Cox
Radio's senior, long-term debt. Each facility also contains, among other
provisions, specified requirements as to the ratio of debt to EBITDA and the
ratio of EBITDA to interest expense. At December 31, 2001, Cox Radio was in
compliance with these covenants. Cox Radio's credit facilities contain Events of
Default (i) based on the failure to pay when due other debt the outstanding
amount of which exceeds $25,000,000 after the expiration of applicable grace
periods and (ii) based on the acceleration of other debt the outstanding amount
of which exceeds $25,000,000. At December 31, 2001, Cox Radio had approximately
$255 million of outstanding indebtedness under the five-year facility with $95
million available, and no amounts outstanding under the 364-day facility with
$350 million available. The interest rate applied to amounts due under the bank
credit facilities was 2.755% at December 31, 2001. Since the interest rate is
variable, the recorded balance of the credit facilities approximates fair value.
See Note 10 to the consolidated financial statements included herein for a
discussion of Cox Radio's interest rate swap agreements.

                                        30
<PAGE>

     Subsequent to December 31, 2001, Cox Radio was notified by Moody's Investor
Services that Cox Radio's debt was being evaluated for a potential credit rating
downgrade. Although Cox Radio is unsure of the outcome of this evaluation,
management believes that a downgrade would not have a significant impact on Cox
Radio's future liquidity. The effect of a downgrade includes, but is not limited
to, interest rate increases on its revolving credit facilities.

     On June 29, 2001, Cox Radio amended and restated its 364-day facility and
amended its five-year facility. The 364-day facility was amended and restated
to, among other things, extend the facility for another 364 days, which new term
expires on June 28, 2002, and to revise the definition of interest expense. The
five-year facility was amended similarly to revise the definition of interest
expense and make certain other non-material changes.

     Cox Radio has $200 million in outstanding public debt. The debt consists of
$100 million principal amount of 6.25% notes due in 2003 and $100 million
principal amount of 6.375% notes due in 2005. CXR Holdings, Inc., a wholly-owned
subsidiary of Cox Radio, is the guarantor of these notes. At December 31, 2001
and December 31, 2000, the estimated fair value of these notes was approximately
$205.8 million and $197.9 million, respectively, based on quoted market prices.

     On May 2, 2000, Cox Radio's universal shelf registration statement filed on
Form S-3 with the Securities and Exchange Commission was declared effective.
Under the universal shelf registration statement, Cox Radio and two financing
trusts sponsored by Cox Radio may from time to time offer and issue debentures,
notes, bonds and other evidence of indebtedness and forward contracts in respect
of any such indebtedness, shares of preferred stock, shares of Class A Common
Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio
and preferred securities of the Cox Radio trusts for a maximum aggregate
offering amount of $750 million. Unless otherwise described in future prospectus
supplements, Cox Radio intends to use the net proceeds from the sale of
securities registered under this universal shelf registration statement for
general corporate purposes, which may include additions to working capital, the
repayment or redemption of existing indebtedness and the financing of capital
expenditures and acquisitions. At December 31, 2001, $505.2 million has been
used under the shelf registration.

     In February 2001, Cox Radio issued, under its universal shelf registration
statement, $250 million aggregate principal amount of 6.625% Senior Notes due
2006. Cox Radio received proceeds of approximately $248.0 million and incurred
offering expenses of approximately $0.3 million for net proceeds of
approximately $247.7 million. Cox Radio used the entire proceeds to repay a
portion of the outstanding indebtedness under its credit facilities. At December
31, 2001, the estimated fair value of these notes was approximately $256.8
million based on quoted market prices.

     The following table sets forth, for the periods specified, the aggregate
minimum operating lease payments, the aggregate and annual principal payments
due under our long-term debt agreements, and the aggregate amounts expected to
be expended for contractual commitments for sports programming and on-air
personalities.

<Table>
<Caption>
                                                                                          CONTRACTUAL
YEAR                                                  OPERATING LEASES   DEBT PRINCIPAL   COMMITMENTS
----                                                  ----------------   --------------   -----------
                                                                  (AMOUNTS IN THOUSANDS)
<S>                                                   <C>                <C>              <C>
2002................................................      $ 5,649           $     --        $17,751
2003................................................        5,012            100,000         17,886
2004................................................        4,466                 --         16,799
2005................................................        4,421            355,000          1,179
2006................................................        3,959            250,000            111
After 2006..........................................       13,719                 --             --
                                                          -------           --------        -------
Total...............................................      $37,226           $705,000        $53,726
                                                          =======           ========        =======
</Table>

                                        31
<PAGE>

     Future cash requirements are expected to include capital expenditures,
principal and interest payments on indebtedness and funds for acquisitions. Cox
Radio expects its operations to generate sufficient cash to meet its capital
expenditures and debt service requirements. Additional cash requirements,
including funds for acquisitions, will be funded by various sources, including
the proceeds from bank financing, intercompany advances from Cox Enterprises
and, if or when appropriate, other issuances of securities.

     Net cash provided by operating activities for the year ended December 31,
2001 increased $27.5 million to $95.1 million over 2000 primarily as a result of
the net change in working capital accounts. Net cash provided by operating
activities for the year ended December 31, 2000 increased $11.6 million to $67.7
million over 1999 primarily as a result of an increase in net income, excluding
the gains on the sale and exchange of the Los Angeles stations, as well as the
net change in working capital accounts. Net cash provided by operating
activities for the year ended December 31, 1999 increased $8.8 million to $56.1
million over 1998 primarily as a result of an increase in net income, excluding
the gains on the sale of the Syracuse, New York stations as well as the sale of
WRVI-FM and WLSY-FM in Louisville, Kentucky, and the net change in working
capital accounts.

     Net cash used in investing activities for all periods presented principally
reflects Cox Radio's acquisition activity discussed above, capital expenditures,
and the net change in amounts due to or from Cox Enterprises.

     Net cash used in or provided by financing activities during the periods
presented represents the proceeds from Cox Radio's public debt offering,
borrowings and repayments of debt, proceeds from issuances of common stock
related to a public offering and incentive plans and net changes in book
overdrafts. Fluctuations for the periods presented generally reflect the
differences between changes in both cash flows from operating activities and
cash flows from investing activities.

     On June 13, 2001, Cox Radio was named as defendant in a putative class
action suit filed in an amended complaint in the state court in Fulton County,
Georgia, alleging violations of the Federal Telephone Consumer Protection Act.
The complaint seeks statutory damages in the amount of $1,500 plus attorneys'
fees, on behalf of each person "throughout the State of Georgia" who received an
unsolicited pre-recorded telephone message in October 1999 delivering an
"advertisement" from a Cox Radio radio station. On October 30, 2001, the parties
entered into a consent agreement staying all proceedings until the earlier of
either six months, or a ruling by the Georgia Court of Appeals in a similar
action pending against a third-party radio broadcast company. Cox Radio intends
to defend this action vigorously, although the outcome cannot be predicted at
this time.

     Cox Radio and its controlling shareholder, Cox Broadcasting, Inc., have
been sued in Georgia federal court by broadcast station broker, Force
Communications, for breach of contract and other theories involving a failure to
pay the broker a commission allegedly due on two transactions involving an
Atlanta radio station and certain Cox Broadcasting-controlled subsidiaries,
including Cox Radio. The suit seeks contract damages in excess of $5,000,000
plus interest, costs, expenses and attorneys' fees. The defendants deny that
they breached any such contract and intend to defend this matter vigorously.
Discovery has concluded, the parties have filed cross-motions for summary
judgment and these motions are pending. The outcome of this matter cannot be
predicted at this time.

IMPACT OF INFLATION

     The impact of inflation on Cox Radio's operations has not been significant
to date. However, there can be no assurance that a high rate of inflation in the
future would not have an adverse impact on Cox Radio's operating results.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("Statement") No. 141, "Business
Combinations," which addresses financial accounting and reporting for business
combinations and supersedes Accounting Principle Board ("APB")

                                        32
<PAGE>

Opinion No. 16, "Business Combinations" and FASB Statement No. 38, "Accounting
for Preacquisition Contingencies of Purchased Enterprises." Statement No. 141
applies to all business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interest method of accounting for business
combinations, except for qualifying business combinations that were initiated
prior to July 1, 2001. Statement No. 141 also changed the criteria to recognize
intangible assets apart from goodwill. Cox Radio adopted this statement on July
1, 2001. Cox Radio has historically used the purchase method to account for all
business combinations and the adoption of this statement did not have an impact
on its financial position, cash flows or results of operations.

     In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets," which requires that goodwill and certain intangible assets
not be amortized. Instead, these assets will be reviewed annually for impairment
and written down only in the periods in which the recorded value of goodwill and
certain intangibles is more than their fair value. This Statement applies to
goodwill and intangible assets acquired prior to June 30, 2001 and was adopted
by Cox Radio on January 1, 2002. Because the annual amounts recorded for the
amortization of goodwill and FCC licenses (which will no longer be amortized in
accordance with the Statement) is significant, Cox Radio expects that adoption
of this accounting standard will have the impact of reducing our non-cash
amortization expense for goodwill and broadcasting licenses and will have a
material impact on our financial statements. For the years ended December 31,
2001, 2000 and 1999, amortization expense for goodwill and FCC licenses were
$57.9 million, $34.8 million and $21.6 million. The required impairment tests of
goodwill and broadcasting licenses may result in future write-downs.

     In order to complete the transitional assessment of goodwill, Cox Radio
needs to: (1) identify the reporting units; (2) determine the carrying value of
each reporting unit; and (3) determine the fair value of each reporting unit.
Cox Radio has up to six months from the date of adoption to determine the fair
value of each reporting unit and compare it to the reporting unit's carrying
amount. To the extent a reporting unit's carrying amount exceeds its fair value,
the reporting unit's goodwill may be impaired and Cox Radio must perform the
second step of the transitional impairment test. In the second step, Cox Radio
must compare the implied fair value of the reporting unit's goodwill, determined
by allocating the reporting unit's fair value to all of its assets and
liabilities in a manner similar to a purchase price allocation in accordance
with Statement No. 141, to its carrying amount, both of which would be measured
as of the date of adoption. This second step is required to be completed as soon
as possible, but no later than the end of the year of adoption. Cox Radio must
also determine the fair value of its non-amortizing intangible assets,
consisting of FCC licenses, and record a transitional impairment loss if
necessary. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in Cox Radio's 2002 consolidated
statement of operations. As of the date of adoption, Cox Radio had unamortized
goodwill and FCC licenses in the amount of $2,094.8 million. Cox Radio has not
yet determined what the effect of these tests will be on its financial position,
cash flows or results of operations.

     In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supercedes Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." Statement No. 144 removes goodwill from its scope and
retains the requirements of Statement No. 121 regarding the recognition of
impairment losses on long-lived assets held for use. Statement No. 144 also
supercedes the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
events and Transactions," for the disposal of a segment of a business. However,
it retains the requirement in APB Opinion 30 to report separately discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, or in a distribution to owners) or
is classified as held for sale. Statement No. 144 is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years.
Cox Radio adopted the Statement on January 1, 2002, and it did not have a
material impact on its financial position, cash flows or results of operations.

                                        33
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Cox Radio is exposed to a number of financial market risks in the ordinary
course of business. Cox Radio's primary market risk exposure pertains to changes
in interest rates.

     Cox Radio has examined exposures to these risks and concluded that none of
the exposures in these areas are material to cash flows or earnings. We have
engaged in several strategies to manage these market risks. Our indebtedness
under our various financing arrangements creates interest rate risk. In
connection with each debt issuance and as a result of continual monitoring of
interest rates, Cox Radio has entered into interest rate swap agreements for
purposes of managing borrowing costs.

     Pursuant to the interest rate swap agreements, Cox Radio has exchanged its
floating rate interest obligations on an aggregate of $75 million in notional
principal amount. These agreements have an average fixed rate of 6.28% per annum
and an average remaining maturity of 3 years. Concurrent with the adoption of
SFAS No. 133 in January 2001, Cox Radio formally designated these agreements as
cash flow hedges as discussed in Note 10 to the consolidated financial
statements included herein. The notional amounts with respect to these interest
rate swaps do not quantify risk or represent assets or liabilities of Cox Radio,
but are used in the determination of cash settlements under the interest rate
swap agreements. Cox Radio is exposed to a credit loss in the event of
nonperformance of the counterparties to the interest rate swap agreements.
However, Cox Radio does not anticipate nonperformance by such counterparties,
and no material loss would be expected in the event of the counterparties'
nonperformance. The estimated fair value of these swap agreements, based on
current market rates, approximated a net payable of $3.8 million and $1.2
million at December 31, 2001 and 2000, respectively. The fair value of the swap
agreements at December 31, 2001 is included in other current liabilities and
other long-term liabilities according to the respective maturity dates of the
swaps.

     The determination of the estimated fair value of Cox Radio's fixed rate
debt is subject to the effects of interest rate risk. The estimated fair value
of Cox Radio's fixed-rate debt instruments at December 31, 2001 was $462.6
million, compared to a carrying amount of $449.5 million. The estimated fair
value of the fixed-rate debt instruments at December 31, 2000 was $197.9
million, compared to a carrying amount of $199.8 million. The effect of a
hypothetical one percentage point decrease in interest rates would be to
increase the estimated fair value of the fixed-rate debt instruments from $462.6
million to $476.5 million at December 31, 2001 and from $197.9 million to $203.8
million at December 31, 2000.

     The estimated fair values of debt instruments are based on discounted cash
flow analyses using Cox Radio's borrowing rate for similar types of borrowing
arrangements and dealer quotations. The revolving credit facilities and Cox
Enterprises' borrowings bear interest at current market rates and, thus,
approximate fair value. Cox Radio is exposed to interest rate volatility with
respect to the foregoing variable rate debt instruments.

     With respect to financial instruments, Cox Radio has estimated the fair
values of such instruments using available market information and valuation
methodologies that it believes to be appropriate. Considerable judgment,
however, is required in interpreting market data to develop the estimates of
fair value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that Cox Radio would realize or pay in a current
market exchange.

                                        34
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Cox Radio, Inc.

     We have audited the accompanying consolidated balance sheets of Cox Radio,
Inc. as of December 31, 2001 and 2000, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2001. Our audits also included the financial
statement schedule of Cox Radio, listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of Cox
Radio's management. Our responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Cox Radio as of December 31,
2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. Also
in our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

     As discussed in Note 10 to the consolidated financial statements, effective
January 1, 2001, Cox Radio changed its method of accounting for derivative
instruments and hedging activities to conform with Statement of Financial
Accounting Standards No. 133, as amended.

DELOITTE & TOUCHE LLP

Atlanta, Georgia
February 8, 2002

                                        35
<PAGE>

                                COX RADIO, INC.

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2001         2000
                                                              ----------   ----------
                                                              (AMOUNTS IN THOUSANDS,
                                                                EXCEPT SHARE DATA)
<S>                                                           <C>          <C>
                                       ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................  $    7,961   $    6,950
Accounts and notes receivable, less allowance for doubtful
  accounts of $4,536 and $3,477, respectively...............      81,185       93,273
Prepaid expenses and other current assets...................       9,245        6,939
                                                              ----------   ----------
          Total current assets..............................      98,391      107,162
Plant and equipment, net....................................      80,106       75,568
Intangible assets, net......................................   2,095,671    2,103,016
Amounts due from Cox Enterprises, Inc.......................       1,084       17,268
Other assets................................................      11,435       14,808
                                                              ----------   ----------
          Total assets......................................  $2,286,687   $2,317,822
                                                              ==========   ==========
                        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.......................  $   23,124   $   25,478
Accrued salaries and wages..................................       5,921        5,834
Accrued interest............................................       8,092        5,467
Income taxes payable........................................       8,012        1,124
Other current liabilities...................................       3,876        2,864
                                                              ----------   ----------
          Total current liabilities.........................      49,025       40,767
Notes payable...............................................     704,450      754,783
Deferred income taxes.......................................     468,022      486,004
Other long term liabilities.................................       3,937        2,510
                                                              ----------   ----------
          Total liabilities.................................   1,225,434    1,284,064
                                                              ----------   ----------
Commitments (Note 9) and contingencies (Note 16)
SHAREHOLDERS' EQUITY:
Preferred stock, $0.33 par value: 15,000,000 shares,
  authorized, none outstanding..............................          --           --
Class A common stock, $0.33 par value; 210,000,000 shares
  authorized; 41,270,189 and 40,694,248 shares outstanding
  at December 31, 2001 and 2000, respectively...............      13,619       13,429
Class B common stock, $0.33 par value; 135,000,000 shares
  authorized; 58,733,016 shares outstanding at December 31,
  2001 and 2000.............................................      19,382       19,382
Additional paid-in capital..................................     618,803      610,126
Accumulated other comprehensive loss, net of tax............      (2,059)          --
Retained earnings...........................................     413,163      392,472
                                                              ----------   ----------
                                                               1,062,908    1,035,409
Less: Class A common stock held in treasury (120,041 and
  119,856 shares at cost, respectively).....................      (1,655)      (1,651)
                                                              ----------   ----------
          Total shareholders' equity........................   1,061,253    1,033,758
                                                              ----------   ----------
          Total liabilities and shareholders' equity........  $2,286,687   $2,317,822
                                                              ==========   ==========
</Table>

                See notes to consolidated financial statements.

                                        36
<PAGE>

                                COX RADIO, INC.

                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001       2000        1999
                                                              --------   ---------   --------
                                                                  (AMOUNTS IN THOUSANDS,
                                                                  EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>         <C>
NET REVENUES:
Local.......................................................  $292,507   $ 267,563   $219,691
National....................................................    81,275      84,499     72,408
Other.......................................................    21,521      17,342      8,395
                                                              --------   ---------   --------
          Total net revenues................................   395,303     369,404    300,494
COSTS AND EXPENSES:
Operating...................................................    92,412      80,715     68,923
Selling, general and administrative.........................   153,945     140,879    114,996
Corporate general and administrative........................    13,280      13,347     10,038
Depreciation................................................    11,392       7,800      7,175
Amortization................................................    58,243      35,192     21,937
Loss on sales of assets.....................................       337         699         --
Gain on sales of radio stations.............................    (2,434)   (475,201)   (40,509)
                                                              --------   ---------   --------
OPERATING INCOME............................................    68,128     565,973    117,934
OTHER INCOME (EXPENSE):
Interest income.............................................     1,527       4,496        466
Interest expense............................................   (49,008)    (37,012)   (23,226)
Non-cash mark-to-market unrealized gain.....................        --       1,606         --
Other -- net................................................      (476)       (579)      (348)
                                                              --------   ---------   --------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE.........................................    20,171     534,484     94,826
Income tax (benefit) expense................................    (1,307)    228,547     39,566
                                                              --------   ---------   --------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE........    21,478     305,937     55,260
Cumulative effect of accounting change, net of tax..........      (787)         --         --
                                                              --------   ---------   --------
NET INCOME..................................................  $ 20,691   $ 305,937   $ 55,260
                                                              ========   =========   ========
BASIC NET INCOME PER SHARE
Income before cumulative effect of accounting change........  $   0.22   $    3.28   $   0.64
Cumulative effect of accounting change......................     (0.01)         --         --
                                                              --------   ---------   --------
Net income per common share.................................  $   0.21   $    3.28   $   0.64
                                                              ========   =========   ========
DILUTED NET INCOME PER SHARE
Income before cumulative effect of accounting change........  $   0.22   $    3.26   $   0.64
Cumulative effect of accounting change......................     (0.01)         --         --
                                                              --------   ---------   --------
Net income per common share.................................  $   0.21   $    3.26   $   0.64
                                                              ========   =========   ========
Weighted average basic common shares outstanding............    99,720      93,286     86,128
Weighted average diluted common shares outstanding..........   100,188      93,936     86,638
</Table>

                See notes to consolidated financial statements.

                                        37
<PAGE>

                                COX RADIO, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<Table>
<Caption>
                                       CLASS A            CLASS B                      ACCUMULATED
                                     COMMON STOCK       COMMON STOCK     ADDITIONAL       OTHER
                                   ----------------   ----------------    PAID-IN     COMPREHENSIVE   RETAINED
                                   SHARES   AMOUNT    SHARES   AMOUNT     CAPITAL         LOSS        EARNINGS
                                   ------   -------   ------   -------   ----------   -------------   --------
                                                             (AMOUNTS IN THOUSANDS)
<S>                                <C>      <C>       <C>      <C>       <C>          <C>             <C>
BALANCE AT DECEMBER 31, 1998.....  26,916   $ 8,882   58,733   $19,382    $253,493            --      $ 31,275
                                   ------   -------   ------   -------    --------       -------      --------
Net income and comprehensive
  income.........................      --        --       --        --          --            --        55,260
Repurchase of Class A common
  stock..........................      --        --       --        --          --            --            --
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........   1,100       363       --        --      11,662            --            --
                                   ------   -------   ------   -------    --------       -------      --------
BALANCE AT DECEMBER 31, 1999.....  28,016     9,245   58,733    19,382     265,155            --        86,535
                                   ------   -------   ------   -------    --------       -------      --------
Net income and comprehensive
  income.........................      --        --       --        --          --            --       305,937
Issuance of Class A common stock
  pursuant to equity offering....  12,392     4,089       --        --     340,110            --            --
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........     286        95       --        --       4,861            --            --
                                   ------   -------   ------   -------    --------       -------      --------
BALANCE AT DECEMBER 31, 2000.....  40,694    13,429   58,733    19,382     610,126            --       392,472
                                   ------   -------   ------   -------    --------       -------      --------
Comprehensive income:
Net income.......................      --        --       --        --          --            --        20,691
Cumulative effect of adopting
  SFAS 133.......................      --        --       --        --          --       $  (707)           --
Unrealized loss on cash flow
  hedges.........................      --        --       --        --          --        (1,525)           --
Reclassification to earnings of
  transition adjustments.........      --        --       --        --          --           173            --
Comprehensive income.............
Repurchase of Class A Common
  Stock..........................      --        --       --        --          --            --            --
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........     576       190       --        --       8,677            --            --
                                   ------   -------   ------   -------    --------       -------      --------
BALANCE AT DECEMBER 31, 2001.....  41,270   $13,619   58,733   $19,382    $618,803       $(2,059)     $413,163
                                   ======   =======   ======   =======    ========       =======      ========

<Caption>

                                    TREASURY STOCK
                                   ----------------
                                   SHARES   AMOUNT      TOTAL
                                   ------   -------   ----------
                                      (AMOUNTS IN THOUSANDS)
<S>                                <C>      <C>       <C>
BALANCE AT DECEMBER 31, 1998.....    --          --   $  313,032
                                    ---     -------   ----------
Net income and comprehensive
  income.........................    --          --       55,260
Repurchase of Class A common
  stock..........................   120     $(1,651)      (1,651)
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........    --          --       12,025
                                    ---     -------   ----------
BALANCE AT DECEMBER 31, 1999.....   120      (1,651)     378,666
                                    ---     -------   ----------
Net income and comprehensive
  income.........................    --          --      305,937
Issuance of Class A common stock
  pursuant to equity offering....    --          --      344,199
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........    --          --        4,956
                                    ---     -------   ----------
BALANCE AT DECEMBER 31, 2000.....   120      (1,651)   1,033,758
                                    ---     -------   ----------
Comprehensive income:
Net income.......................    --          --       20,691
Cumulative effect of adopting
  SFAS 133.......................    --          --         (707)
Unrealized loss on cash flow
  hedges.........................    --          --       (1,525)
Reclassification to earnings of
  transition adjustments.........    --          --          173
                                                      ----------
Comprehensive income.............                         18,632
                                                      ----------
Repurchase of Class A Common
  Stock..........................    --          (4)          (4)
Issuance of Class A common stock
  related to incentive plans
  including tax benefit..........    --          --        8,867
                                    ---     -------   ----------
BALANCE AT DECEMBER 31, 2001.....   120     $(1,655)  $1,061,253
                                    ===     =======   ==========
</Table>

                See notes to consolidated financial statements.

                                        38
<PAGE>

                                COX RADIO, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2001        2000        1999
                                                              ---------   ---------   ---------
                                                                   (AMOUNTS IN THOUSANDS)
<S>                                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $  20,691   $ 305,937   $  55,260
  Items not requiring cash:
     Depreciation...........................................     11,392       7,800       7,175
     Amortization...........................................     58,243      35,192      21,937
     Deferred income taxes..................................    (11,487)    209,482      18,446
     Tax benefit of stock options exercised.................      2,595       1,627       3,591
     Non-cash mark-to-market unrealized gain................         --      (1,606)         --
     Loss on sales of assets................................        337         699          --
     Gain on sales of radio stations........................     (2,434)   (475,201)    (40,509)
     Cumulative effect of accounting change, net of tax.....        787          --          --
  Changes in assets and liabilities (net of effects of
     acquisitions and dispositions):
     Decrease (increase) in accounts receivable.............     12,088     (18,508)    (16,585)
     Increase in prepaid expenses and other current
       assets...............................................     (1,636)     (2,489)     (1,216)
     (Decrease) increase in accounts payable and accrued
       expenses.............................................     (4,842)        962       4,755
     Increase (decrease) in accrued salaries and wages......         87       1,370        (106)
     Increase in accrued interest...........................      2,625       2,991         843
     Increase (decrease) in taxes payable...................      6,888      (4,338)      2,776
     Other, net.............................................       (208)      3,754        (293)
                                                              ---------   ---------   ---------
          Net cash provided by operating activities.........     95,126      67,672      56,074
                                                              ---------   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................    (17,001)    (11,607)     (6,749)
  Acquisitions, net of cash acquired........................    (50,216)   (814,865)   (232,278)
  Decrease of station investment notes receivable...........         --         850       6,400
  Increase in other long-term assets........................     (3,311)       (792)     (1,086)
  Net proceeds from sales of assets.........................         89         419          --
  Net proceeds from sale of radio stations..................      6,129     107,618       7,721
  Decrease (increase) in amounts due from/to Cox
     Enterprises, Inc. .....................................     16,184     (34,406)     46,895
                                                              ---------   ---------   ---------
          Net cash used in investing activities.............    (48,126)   (752,783)   (179,097)
                                                              ---------   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) borrowings of revolving credit
     facilities.............................................   (300,000)    334,686     119,870
  Net proceeds from issuance of Senior Notes................    249,667          --          --
  Net proceeds from stock offering..........................         --     344,199          --
  Proceeds from stock options exercised.....................      6,272       3,329       8,434
  Repurchase of Class A common stock........................         (4)         --      (1,651)
  Increase (decrease) in book overdrafts....................          4      (3,719)      4,595
  Payment of debt issuance costs............................     (1,928)     (1,138)         --
                                                              ---------   ---------   ---------
          Net cash (used in) provided by financing
            activities......................................    (45,989)    677,357     131,248
                                                              ---------   ---------   ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........      1,011      (7,754)      8,225
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..............      6,950      14,704       6,479
                                                              ---------   ---------   ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR....................  $   7,961   $   6,950   $  14,704
                                                              =========   =========   =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
  Value of businesses exchanged.............................  $      --   $ 470,000   $  55,000
</Table>

                See notes to consolidated financial statements.

                                        39
<PAGE>

                                COX RADIO, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

     Cox Radio is a leading national radio broadcasting company whose business,
which constitutes one reportable segment, is devoted to acquiring, developing
and operating radio stations located throughout the United States. Cox
Enterprises indirectly owns approximately 62% of the common stock of Cox Radio
and has approximately 94% of the voting power of Cox Radio.

     The consolidated financial statements of Cox Radio represent the operations
of the radio broadcasting stations owned or operated by Cox Radio. All
significant intercompany accounts have been eliminated in the consolidated
financial statements of Cox Radio.

     The historical financial statements do not necessarily reflect the results
of operations or financial position that would have existed had Cox Radio not
been a majority-owned indirect subsidiary of Cox Enterprises.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Cash Equivalents

     Cox Radio considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. The carrying value of
these investments approximates fair value.

  Revenue Recognition

     Cox Radio recognizes revenues when the following conditions are met:
persuasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the price is fixed and determinable, and collectibility is
reasonably assured. These criteria are generally met for advertising revenue at
the time an advertisement is broadcast. Advertising revenue is recorded net of
advertising agency commissions. Cox Radio records an allowance for doubtful
accounts based on historical information, analysis of credit memo data and any
other relevant factors.

  Corporate General and Administrative Expenses

     Corporate general and administrative expenses consist of corporate overhead
costs not specifically allocable to any of Cox Radio's individual stations.

  Advertising Expenses

     Advertising expenses are expensed as incurred.

  Plant and Equipment

     Plant and equipment is stated at cost less accumulated depreciation.
Depreciation is computed principally using the straight-line method at rates
based upon estimated useful lives of 5 to 40 years for buildings and building
improvements, 5 to 25 years for broadcast equipment, 7 to 10 years for furniture
and fixtures and 2 to 5 years for computers, software and other equipment.

     Expenditures for maintenance and repairs are charged to operating expense
as incurred. At the time of retirements, sales or other dispositions of
property, the original cost and related accumulated depreciation are written
off.

  Web Site Development Costs

     Web site development activities include planning, design and development of
graphics and content for new web sites and operation of existing sites. Cox
Radio accounts for costs associated with such activities

                                        40
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in accordance with the Emerging Issues Task Force Issue No. 00-2, "Accounting
for Web Site Development Costs." Under this guidance, costs incurred that
involve providing additional functions and features to the web site should be
capitalized. Costs associated with the planning phase, as well as the
maintaining of the web site, should be expensed as incurred. In addition, costs
associated with content development and training should also be expensed as
incurred. Capitalized costs are generally amortized over two years.

  Intangible Assets

     Intangible assets consist primarily of goodwill, Federal Communications
Commission broadcast licenses and non-compete agreements. Goodwill and Federal
Communications Commission broadcast licenses recorded in business combinations
generally are amortized on a straight-line basis over 40 years. Non-compete
agreements are amortized on a straight-line basis over the contractual lives of
the agreements, generally 3 to 5 years. Cox Radio assesses on an on going basis
the recoverability of intangible assets based on estimates of future
undiscounted cash flows for the applicable business acquired compared to net
book value. If the future undiscounted cash flow estimate is less than net book
value, net book value is then reduced to the estimated fair value. Cox Radio
also evaluates the amortization periods of intangible assets to determine
whether events or circumstances warrant revised estimates of useful lives.

  Impairment of Long-Lived Assets

     Long-lived assets and certain intangibles are required to be reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable, with any impairment losses being
reported in the period in which the recognition criteria are first applied based
on the fair value of the asset. Cox Radio assesses the recoverability based on a
review of estimated undiscounted cash flows. Long-lived assets and certain
intangibles to be disposed of are required to be reported at the lower of
carrying amount or fair value less cost to sell (see "Recent Accounting
Pronouncements" below).

  Income Taxes

     Deferred income taxes are provided based on the liability method of
accounting pursuant to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The liability method measures the expected tax
impact of future taxable income or deductions resulting from differences in the
tax and financial reporting bases of assets and liabilities reflected in the
consolidated balance sheets and the expected tax impact of carryforwards for tax
purposes. Cox Radio evaluates its effective tax rates regularly and adjusts
rates when appropriate based on currently available information relative to
statutory rates, apportionment factors and the applicable taxable income in the
jurisdictions in which Cox Radio operates, among other factors.

  Pension, Postretirement and Postemployment Benefits

     Cox Enterprises generally provides defined pension benefits to eligible
employees based on years of service and compensation during those years. Cox
Enterprises also provides certain health care and life insurance benefits to
eligible retirees and employees. For certain employees and retirees of Cox Radio
eligible for such coverages, these benefits are provided through the Cox
Enterprises plans. Expenses related to these plans are allocated to Cox Radio
through the intercompany account. The amount of the allocations is generally
based on actuarial determinations of the effects of Cox Radio employees'
participation in the plans.

                                        41
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Incentive Compensation Plans

     Cox Radio accounts for stock compensation in accordance with the
requirements of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation",
requires disclosure of the pro forma effects on net income and earnings per
share had the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123 been adopted (see Note 12).

  Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

  Concentration of Risk

     A significant portion of Cox Radio's business historically has been
conducted in the Atlanta market. Net revenues earned from radio stations located
in Atlanta represented 28%, 29% and 24% of total revenues for the years ended
December 31, 2001, 2000 and 1999, respectively. Cox Radio expects to expand into
new markets which will reduce the concentration of risk (see Note 4).

  Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("Statement") No. 141, "Business
Combinations," which addresses financial accounting and reporting for business
combinations and supersedes Accounting Principle Board ("APB") Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises." Statement No. 141
applies to all business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interest method of accounting for business
combinations, except for qualifying business combinations that were initiated
prior to July 1, 2001. Statement No. 141 also changed the criteria to recognize
intangible assets apart from goodwill. Cox Radio adopted this statement on July
1, 2001. Cox Radio has historically used the purchase method to account for all
business combinations and the adoption of this statement did not have a material
impact on its financial position, cash flows or results of operations.

     In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets," which requires that goodwill and certain intangible assets
not be amortized. Instead, these assets will be reviewed annually for impairment
and written down only in the periods in which the recorded value of goodwill and
certain intangibles is more than their fair value. This Statement applies to
goodwill and intangible assets acquired prior to June 30, 2001 and was adopted
by Cox Radio on January 1, 2002. Because the annual amounts recorded for the
amortization of goodwill and FCC licenses is significant, Cox Radio expects that
adoption of this accounting standard will have the impact of reducing our
non-cash amortization expense for goodwill and broadcasting licenses and will
have a material impact on our financial statements. For the years ended December
31, 2001, 2000 and 1999, amortization expense for goodwill and FCC licenses were
$57.9 million, $34.8 million and $21.6 million. The required impairment tests of
goodwill and broadcasting licenses may result in future write-downs.

     In order to complete the transitional assessment of goodwill, Cox Radio
needs to: (1) identify the reporting units; (2) determine the carrying value of
each reporting unit; and (3) determine the fair value

                                        42
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of each reporting unit. Cox Radio has up to six months from the date of adoption
to determine the fair value of each reporting unit and compare it to the
reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds its fair value, the reporting unit's goodwill may be impaired and
Cox Radio must perform the second step of the transitional impairment test. In
the second step, Cox Radio must compare the implied fair value of the reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of its assets and liabilities in a manner similar to a purchase price allocation
in accordance with Statement No. 141, to its carrying amount, both of which
would be measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Cox Radio must also determine the fair value of its non-amortizing
intangible assets, consisting of FCC licenses, and record a transitional
impairment loss if necessary. Any transitional impairment loss will be
recognized as the cumulative effect of a change in accounting principle in Cox
Radio's 2002 consolidated statement of operations. As of the date of adoption,
Cox Radio had unamortized goodwill and FCC licenses in the amount of $2,094.8
million. Cox Radio has not yet determined what the effect of these tests will be
on its financial position, cash flows or results of operations.

     In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supercedes Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." Statement No. 144 removes goodwill from its scope and
retains the requirements of Statement No. 121 regarding the recognition of
impairment losses on long-lived assets held for use. SFAS No. 144 also
supercedes the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
events and Transactions," for the disposal of a segment of a business. However,
it retains the requirement in APB Opinion 30 to report separately discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, or in a distribution to owners) or
is classified as held for sale. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years.
Cox Radio adopted the Statement on January 1, 2002, and it did not have a
material impact on its financial position, cash flows or results of operations.

  Reclassifications

     Certain prior year amounts have been reclassified for comparative purposes.

                                        43
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE

<Table>
<Caption>
                                                                       YEAR ENDED
                                                              -----------------------------
                                                                2001       2000      1999
                                                              --------   --------   -------
                                                                 (AMOUNTS IN THOUSANDS,
                                                                 EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>
NET INCOME..................................................  $ 20,691   $305,937   $55,260
                                                              ========   ========   =======
BASIC EARNINGS PER SHARE
Weighted-average common shares outstanding..................    99,720     93,286    86,128
                                                              ========   ========   =======
Basic net income per common share...........................  $   0.21   $   3.28   $  0.64
                                                              ========   ========   =======
DILUTED EARNINGS PER SHARE
Weighted-average common shares outstanding..................    99,720     93,286    86,128
  Shares issuable on exercise of dilutive options...........     2,236      1,411     1,681
  Shares assumed to be purchased with proceeds of options...    (1,828)      (931)   (1,231)
  Shares issuable pursuant to Employee Stock Purchase
     Plan...................................................       271        229       234
  Shares assumed to be purchased with proceeds from Employee
     Stock Purchase Plan....................................      (211)       (59)     (174)
                                                              --------   --------   -------
Shares applicable to diluted earnings per share.............   100,188     93,936    86,638
                                                              ========   ========   =======
Diluted net income per common share.........................  $   0.21   $   3.26   $  0.64
                                                              ========   ========   =======
</Table>

     Options to purchase 799,134 shares of Class A Common Stock at $31.66 per
share and 8,000 shares of Class A Common Stock at $25.53 were outstanding during
2001 but were not included in the computation of diluted earnings per share for
2001 because the options' exercise price was greater than the average market
price of the Class A Common Shares. The options, which expire in 2009 and 2010,
were still outstanding at the end of 2001.

     Options to purchase 903,804 shares of Class A Common Stock at $31.66 per
share were outstanding during most of 2000 but were not included in the
computation of diluted earnings per share for 2000 because the options' exercise
price was greater than the average market price of the Class A Common Shares.
The options, which expire in 2009, were still outstanding at the end of 2000.

     In January 1999, Cox Radio reacquired 119,856 shares of previously
restricted Class A common stock from employees for cash consideration of
approximately $1.7 million which was used to pay employee withholding taxes.

     On February 7, 2000, Cox Radio announced that its Board of Directors
approved a three-for-one stock split. The stock split resulted in a decrease in
par value of each share, including shares of preferred stock (authorized with no
shares currently outstanding), from $1.00 to $0.33 per share. At the 2000 Annual
Meeting of Stockholders, the stockholders voted to amend Cox Radio's Articles of
Incorporation to increase the authorized (a) Class A common stock from
70,000,000 to 210,000,000 shares; (b) Class B common stock from 45,000,000 to
135,000,000 shares; and (c) preferred stock from 5,000,000 to 15,000,000 shares.
The stock split was effected by a distribution on May 19, 2000 to stockholders
of record on May 12, 2000. Financial information contained elsewhere herein has
been adjusted where necessary to reflect the impact of this stock split.

     On June 27, 2000, Cox Radio consummated a public offering of 8,800,000
shares of its Class A common stock pursuant to its universal shelf registration
statement and completed a concurrent private placement of 3,591,954 shares of
Class A common stock directly to Cox Enterprises at the public offering price
per share, less underwriting discounts and commissions. Cox Radio received net
proceeds of

                                        44
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $344.2 million from this offering, which it used to partially
finance acquisitions, to repay outstanding indebtedness and for general
corporate purposes.

4. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

     During the past several years, Cox Radio has actively managed its portfolio
of radio stations through selected acquisitions, dispositions and exchanges, as
well as through the use of local marketing agreements, or LMAs, and joint sales
agreements, or JSAs. Under an LMA or a JSA, Cox Radio provides programming or
sales and marketing or a combination of such services for radio stations owned
by others. The broadcast revenues and operating expenses of stations operated by
Cox Radio under LMAs and JSAs have been included in Cox Radio's operations since
the respective dates of such agreements.

     All acquisitions discussed below have been or will be accounted for using
the purchase method. As such, the results of operations of the acquired stations
have been or will be included in the results of operations from the date of
acquisition. Specific transactions entered into by Cox Radio during the past
three years are discussed below.

     In January 1999, Cox Radio acquired the assets of radio station WSUN-FM
(formerly WLVU-FM) serving the Tampa-St. Petersburg, Florida market in exchange
for the assets of WSUN-AM in Tampa, Florida and approximately $17 million. Prior
to the acquisition, Cox Radio had been operating WSUN-FM pursuant to an LMA
since September 1998.

     In May 1999, Cox Radio acquired radio stations WVEZ-FM and WSFR-FM and an
option to purchase WPTI-FM (formerly WMHX-FM) serving the Louisville, Kentucky
market and radio stations WPOI-FM (formerly WFJO-FM), WHPT-FM and WDUV-FM
(formerly WTBT-FM) serving the Tampa-St. Petersburg, Florida market in exchange
for Cox Radio's radio stations WYYY-FM, WBBS-FM, WWHT-FM, WHEN-AM and WSYR-AM
serving the Syracuse, New York market, plus additional cash consideration of
approximately $94 million, resulting in a pre-tax gain of approximately $39.2
million. In connection with obtaining regulatory approvals for this transaction,
Cox Radio agreed to divest ownership of WRVI-FM and WLSY-FM serving the
Louisville, Kentucky market. In May 1999, such stations were transferred to a
trust for the benefit of Cox Radio pending sale to a third party.

     In June 1999, Cox Radio disposed of the assets of WPTW-AM in Dayton, Ohio
for consideration of $0.1 million.

     In August 1999, Cox Radio consummated its acquisition of WODL-FM (formerly
WRLR-FM) in Homewood, Alabama serving the Birmingham, Alabama market for a
purchase price of approximately $5.5 million and the assumption of debt of
approximately $0.2 million. Prior to the acquisition, Cox Radio had been
operating this station under an LMA since November 1998.

     In August 1999, Cox Radio acquired WPYO-FM (formerly WTLN-FM) serving the
Orlando, Florida market for consideration of $14.5 million. Cox Radio had been
operating the station pursuant to an LMA since January 1999. In a related
transaction, Cox Radio disposed of the assets of WTLN-AM, also serving the
Orlando, Florida market, for consideration of $0.5 million.

     In September 1999, Cox Radio consummated the acquisition of WPTI-FM
(formerly WMHX-FM) in Louisville, Kentucky for consideration of approximately $2
million. Cox Radio had been operating the station under a JSA or an LMA since
May 1999.

     In September 1999, Cox Radio disposed of the assets of WGBB-AM serving the
Nassau-Suffolk (Long Island), New York market for consideration of $1.7 million.

                                        45
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In September 1999, Cox Radio and a trust for Cox Radio's benefit disposed
of WRVI-FM and WLSY-FM serving the Louisville, Kentucky market for consideration
of $5 million, resulting in a pre-tax gain of approximately $1.6 million.

     In September 1999, Cox Radio acquired WBTS-FM (formerly WNGC-FM) in Athens,
Georgia for consideration of approximately $78 million.

     In November 1999, Cox Radio acquired KRTR-FM, KXME-FM, KGMZ-FM and KRTR-AM
(formerly KGMZ-AM) in Honolulu, Hawaii for consideration of approximately $16.4
million.

     In January 2000, Cox Radio acquired the assets of KRTQ-FM (formerly
KTFX-FM) in Tulsa, Oklahoma for consideration of $3.5 million. Cox Radio had
been operating this station pursuant to an LMA since January 1999.

     Also in January 2000, Cox Radio disposed of the assets of KACE-FM and
KRTO-FM, serving Los Angeles, California, for consideration of approximately $75
million, resulting in a pre-tax gain of approximately $46.6 million.

     In April 2000, the LMA for WCNN-AM, serving Atlanta, Georgia, terminated.

     Also in April 2000, Cox Radio disposed of the assets of KGMZ-FM, serving
Honolulu, Hawaii, for approximately $6.6 million. Cox Radio continues to manage
this station's local, regional and national advertising sales efforts under a
JSA. In addition, Cox Radio is a guarantor of the buyer's financing for this
transaction.

     In May 2000, Cox Radio acquired the assets of KINE-FM, KCCN-FM and KCCN-AM,
serving Honolulu, Hawaii, for consideration of approximately $17.8 million.

     In July 2000, Cox Radio acquired the outstanding capital stock of Marlin
Broadcasting, Inc., which owned radio stations WPYM-FM (formerly WTMI-FM)
serving Miami, Florida, WCCC-FM and WCCC-AM serving Hartford, Connecticut, and
WBOQ-FM serving Gloucester, Massachusetts, for approximately $125 million. As
part of this transaction, Cox Radio sold those assets of Marlin comprising
WCCC-FM, WCCC-AM and WBOQ-FM to certain of the former principals of Marlin for
approximately $25 million. Cox Radio did not recognize any gain or loss on the
sale of these assets.

     In August 2000, Cox Radio acquired WEDR-FM in Miami, Florida; WFOX-FM in
Atlanta, Georgia; WFYV-FM, WAPE-FM, WBWL-AM, WKQL-FM, WMXQ-FM and WOKV-AM in
Jacksonville, Florida; WEFX-FM, WNLK-AM, WKHL-FM and WSTC-AM in
Stamford/Norwalk, Connecticut; and WPLR-FM and national and local sales and
marketing rights at WYBC-FM in New Haven, Connecticut in exchange for KFI-AM and
KOST-FM in Los Angeles, California, plus approximately $3 million. The
transaction was accounted for as a purchase business combination with a fair
value of $473 million based on an independent appraisal. Cox Radio recorded a
$429.9 million pre-tax gain on the transaction in the third quarter of 2000. Cox
Radio had operated the acquired stations (other than WYBC-FM) pursuant to an LMA
and WYBC-FM pursuant to a JSA since October 1999. Cox Radio continues to operate
WYBC-FM pursuant to a JSA. Cox Radio obtained a temporary waiver of the FCC's
newspaper-radio cross-ownership rule for the acquisition of WFOX-FM in Atlanta.

     In August 2000, Cox Radio acquired the assets of radio stations KKBQ-FM,
KLDE-FM and KTHT-FM (formerly KKTL-FM), serving Houston, Texas, and WKHK-FM,
WMXB-FM, WKLR-FM and WVBB-AM (formerly WTVR-AM), serving Richmond, Virginia, for
consideration of approximately $380 million.

     Also in August 2000, Cox Radio acquired the capital stock of Midwestern
Broadcasting Company, Inc., which owned WALR-FM, serving Atlanta, Georgia, for
$280 million. In a related transaction with Salem Communications Corporation in
September 2000, Cox Radio exchanged the license and

                                        46
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transmitting facilities of WALR-FM, as well as the license and transmitting
facilities of radio stations KLUP-AM, serving San Antonio, Texas, and WSUN-AM
(formerly WFNS-AM), serving Tampa, Florida, for the license and transmitting
facilities of radio station KHPT-FM (formerly KKHT-FM), serving Houston, Texas.
Cox Radio retained the intellectual property of WALR-FM and is broadcasting
WALR-FM's programming on its WJZF-FM signal in Atlanta. Cox Radio changed
WJZF-FM's call letters to WALR-FM.

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and
WJMZ-FM and WHZT-FM (formerly WPEK-FM) serving Greenville, South Carolina for a
total of $52.5 million.

     In February 2001, Cox Radio entered into a joint sales agreement to provide
sales and marketing services for WARV-FM serving Richmond, Virginia. In
addition, Cox Radio is a guarantor of the owner's financing for the acquisition
of this station.

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida
for $5 million, resulting in a pre-tax gain of approximately $2.4 million.

     In May 2001, Cox Radio disposed of the assets of KGTO-AM serving Tulsa,
Oklahoma for $0.5 million.

     In July 2001, Cox Radio disposed of the assets of WVBB-AM (formerly
WTVR-AM) serving Richmond, Virginia for $0.7 million.

     In January 2002, Cox Radio disposed of the assets of KRTR-AM (formerly
KGMZ-AM) serving Honolulu, Hawaii for $0.6 million. The buyer of the station had
been operating the station under an LMA since October 2001.

     The following unaudited pro forma summary of operations presents the
consolidated results of operations as if all consummated transactions discussed
above had occurred at the beginning of the periods presented and does not
purport to be indicative of what would have occurred had these transactions been
made as of those dates or of results which may occur in the future. The pro
forma adjustments include the revenues, expenses and related income taxes of the
stations acquired, additional depreciation and amortization for those stations,
and estimated interest expense on the debt incurred to finance the purchase
price of the transaction. Conversely, for stations disposed of, the pro forma
adjustments remove the revenues, expenses, depreciation and amortization expense
and related income taxes associated with the stations disposed of.

                                        47
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                                 2001          2000
                                                              ----------    ----------
                                                               (AMOUNTS IN THOUSANDS,
                                                               EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>
Net revenues................................................   $394,827      $411,123
Corporate general and administrative expenses...............     13,280        13,347
Depreciation and amortization...............................     69,687        59,762
Operating income............................................     65,533        95,137
Cumulative effect of accounting change, net.................       (787)           --
                                                               --------      --------
Net income..................................................   $ 18,987      $ 15,151
                                                               ========      ========
Basic pro forma earnings per common share before cumulative
  effect of accounting change...............................   $   0.20      $   0.16
Cumulative effect of accounting change......................      (0.01)           --
                                                               --------      --------
Basic pro forma earnings per common share...................   $   0.19      $   0.16
                                                               ========      ========
Diluted pro forma earnings per common share before
  cumulative effect of accounting change....................   $   0.20      $   0.16
Cumulative effect of accounting change......................      (0.01)           --
                                                               --------      --------
Diluted pro forma earnings per common share.................   $   0.19      $   0.16
                                                               ========      ========
Basic pro forma shares outstanding..........................     99,720        93,286
                                                               ========      ========
Diluted pro forma shares outstanding........................    100,188        93,936
                                                               ========      ========
</Table>

5. INVESTMENTS

     iBiquity Digital Corporation.  On December 21, 1998 and March 1, 1999, Cox
Radio purchased shares of common stock of iBiquity Digital Corporation (formerly
USA Digital Radio, Inc.), a developer of digital radio broadcasting technology,
for a total purchase price of $2.5 million. Cox Radio accounts for this
investment, included in other assets in the accompanying balance sheets, under
the cost method.

6. PLANT AND EQUIPMENT

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                  (AMOUNTS IN
                                                                  THOUSANDS)
<S>                                                           <C>        <C>
Land........................................................  $  8,060   $  8,169
Buildings and building improvements.........................    24,345     18,081
Broadcast equipment.........................................    88,864     83,323
Construction in progress....................................     4,141      1,636
                                                              --------   --------
Plant and equipment, at cost................................   125,410    111,209
Less accumulated depreciation...............................   (45,304)   (35,641)
                                                              --------   --------
          Net plant and equipment...........................  $ 80,106   $ 75,568
                                                              ========   ========
</Table>

                                        48
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. INTANGIBLE ASSETS

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2001         2000
                                                              ----------   ----------
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                           <C>          <C>
Goodwill and Federal Communications Commission broadcast
  licenses..................................................  $2,245,091   $2,191,141
Other.......................................................       3,511        4,700
                                                              ----------   ----------
          Total.............................................   2,248,602    2,195,841
Less accumulated amortization...............................    (152,931)     (92,825)
                                                              ----------   ----------
          Net intangible assets.............................  $2,095,671   $2,103,016
                                                              ==========   ==========
</Table>

8. INCOME TAXES

     Income tax (benefit) expense is summarized as follows:

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31,
                                                          -----------------------------
                                                            2001       2000      1999
                                                          --------   --------   -------
                                                             (AMOUNTS IN THOUSANDS)
<S>                                                       <C>        <C>        <C>
Current:
  Federal...............................................  $  8,105   $ 16,705   $17,575
  State.................................................     2,075      2,360     3,545
                                                          --------   --------   -------
          Total current.................................    10,180     19,065    21,120
                                                          --------   --------   -------
Deferred:
  Federal...............................................     7,073    167,685    14,286
  State.................................................   (18,560)    41,797     4,160
                                                          --------   --------   -------
          Total deferred................................   (11,487)   209,482    18,446
                                                          --------   --------   -------
          Total income tax (benefit) expense............  $ (1,307)  $228,547   $39,566
                                                          ========   ========   =======
</Table>

     The tax effects of significant temporary differences which comprise the net
deferred tax liabilities are as follows:

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2001         2000
                                                              ----------   ----------
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                           <C>          <C>
Current deferred tax assets:
  Provision for doubtful accounts...........................  $   1,811    $   1,587
  Other.....................................................        171          111
                                                              ---------    ---------
          Total net current asset...........................      1,982        1,698
                                                              ---------    ---------
Noncurrent deferred tax assets (liabilities):
  Plant and equipment.......................................    (49,275)     (52,384)
  Intangibles...............................................   (423,947)    (436,081)
  Net operating loss carryforwards..........................      3,133        2,230
  Unrealized loss on cash flow hedges.......................      2,019           --
  Other.....................................................         48          231
                                                              ---------    ---------
          Total net noncurrent liability....................   (468,022)    (486,004)
                                                              ---------    ---------
          Net deferred tax liability........................  $(466,040)   $(484,306)
                                                              =========    =========
</Table>

     As of December 31, 2001, Cox Radio had net operating loss carryforwards for
federal income tax purposes and under the laws of various state jurisdictions in
which it operates. These net operating loss

                                        49
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

carryforwards expire on various dates through 2020. Cox Radio anticipates that
these net operating loss carryforwards will be realized within the allowable
periods.

     Income tax (benefit) expense computed using the federal statutory rates is
reconciled to the reported income tax provisions as follows:

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31,
                                                          -----------------------------
                                                            2001       2000      1999
                                                          --------   --------   -------
                                                             (AMOUNTS IN THOUSANDS)
<S>                                                       <C>        <C>        <C>
Federal statutory income tax rate.......................        35%        35%       35%
Computed tax expense at federal statutory rates on
  income before income taxes............................  $  7,083   $187,069   $33,189
State income taxes (net of federal tax benefit).........       216     28,702     5,008
Change in estimated effective state tax rates...........   (10,932)        --        --
Non-deductible travel and entertainment expenses........       604      1,393     1,014
Non-deductible amortization of intangibles..............     2,157     12,506     1,447
Benefit arising from low income housing credits.........      (608)      (608)     (608)
Other, net..............................................       173       (515)     (484)
                                                          --------   --------   -------
       Income tax (benefit) expense.....................  $ (1,307)  $228,547   $39,566
                                                          ========   ========   =======
</Table>

     Upon filing, in 2001, of Cox Radio's state income tax returns for 2000, Cox
Radio determined that a lower effective rate for state income taxes was
appropriate based on the states in which Cox Radio currently operates and the
relative statutory rates, apportionment factors, and taxable income applicable
to those states. Accordingly, an adjustment of approximately $10.9 million was
recorded in 2001.

     The consolidated federal income tax returns of Cox Enterprises for 1986
through 1997 and the combined California franchise tax returns of Cox
Enterprises for 1991 through 1998 are currently under audit. The consolidated
federal income tax returns of Cox Radio for 1996 and 1997 are currently under
audit. Management believes that any additional liabilities arising from these
current tax-related audits are sufficiently provided for at December 31, 2001.

9. LONG-TERM DEBT AND COMMITMENTS

     On June 27, 2000, Cox Radio repaid all amounts previously outstanding under
its $300 million, five-year, senior, unsecured revolving credit facility with a
portion of the net proceeds from the offering of Cox Radio's Class A Common
Stock, as discussed in Note 3. On June 30, 2000, Cox Radio replaced its $300
million, five-year, senior, unsecured revolving credit facility, with a $350
million, five-year, senior, unsecured revolving credit facility and a $350
million, 364-day, senior, unsecured revolving credit facility, each with certain
banks, including The Chase Manhattan Bank as the Administrative Agent, Bank of
America, N.A. as the Syndication Agent, and Citibank, N.A. as the Documentation
Agent. The interest rate for each facility is based on greater of the prime rate
or the federal funds borrowing rate plus 0.5%; the London Interbank Offered Rate
plus a spread based on the credit ratings of Cox Radio's senior, long-term debt;
or the bid rate for the purchase of certificates of deposit of equal principal
amount and maturity plus a spread based on the credit ratings of Cox Radio's
senior, long-term debt. Each facility includes a commitment fee on the unused
portion of the total amount available of 0.1% to 0.25% based on the credit
ratings of Cox Radio's senior, long-term debt. Each facility also contains,
among other provisions, specified requirements as to the ratio of debt to EBITDA
and the ratio of EBITDA to interest expense. At December 31, 2001, Cox Radio was
in compliance with these covenants. Cox Radio's credit facilities contain Events
of Default (i) based on the failure to pay when due other debt the outstanding
amount of which exceeds $25,000,000 after the expiration of applicable grace
periods and (ii) based on the acceleration of other debt the outstanding amount
of which exceeds $25,000,000. At December 31, 2001,

                                        50
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Cox Radio had approximately $255 million of outstanding indebtedness under the
five-year facility with $95 million available, and no amounts outstanding under
the 364-day facility with $350 million available. The interest rate applied to
amounts due under the bank credit facilities was 2.755% at December 31, 2001.
Since the interest rate is variable, the recorded balance of the credit
facilities approximates fair value. See Note 10 for a discussion of Cox Radio's
interest rate swap agreements.

     Subsequent to December 31, 2001, Cox Radio was notified by Moody's Investor
Services that Cox Radio's debt was being evaluated for a potential credit rating
downgrade. Although Cox Radio is unsure of the outcome of this evaluation,
management believes that a downgrade would not have a significant impact on Cox
Radio's future liquidity. The effect of a downgrade includes, but is not limited
to, interest rate increases on its revolving credit facilities.

     On June 29, 2001, Cox Radio amended and restated its 364-day facility and
amended its five-year facility. The 364-day facility was amended and restated
to, among other things, extend the facility for another 364 days, which new term
expires on June 28, 2002, and to revise the definition of interest expense. The
five-year facility was amended similarly to revise the definition of interest
expense and make certain other non-material changes.

     Cox Radio has $200 million in outstanding public debt. The debt consists of
$100 million principal amount of 6.25% notes due in 2003 and $100 million
principal amount of 6.375% notes due in 2005. CXR Holdings, Inc., a wholly-owned
subsidiary of Cox Radio, is the guarantor of these notes. At December 31, 2001
and December 31, 2000, the estimated fair value of these notes was approximately
$205.8 million and $197.9 million, respectively, based on quoted market prices.

     On May 2, 2000, Cox Radio's universal shelf registration statement filed on
Form S-3 with the Securities and Exchange Commission was declared effective.
Under the universal shelf registration statement, Cox Radio and two financing
trusts sponsored by Cox Radio may from time to time offer and issue debentures,
notes, bonds and other evidence of indebtedness and forward contracts in respect
of any such indebtedness, shares of preferred stock, shares of Class A Common
Stock, warrants, stock purchase contracts and stock purchase units of Cox Radio
and preferred securities of the Cox Radio trusts for a maximum aggregate
offering amount of $750 million. Unless otherwise described in future prospectus
supplements, Cox Radio intends to use the net proceeds from the sale of
securities registered under this universal shelf registration statement for
general corporate purposes, which may include additions to working capital, the
repayment or redemption of existing indebtedness and the financing of capital
expenditures and acquisitions. At December 31, 2001, $505.2 million has been
used under the shelf registration.

     In February 2001, Cox Radio issued, under its universal shelf registration
statement, $250 million aggregate principal amount of 6.625% Senior Notes due
2006. Cox Radio received proceeds of approximately $248.0 million and incurred
offering expenses of approximately $0.3 million for net proceeds of
approximately $247.7 million. Cox Radio used the entire proceeds to repay a
portion of the outstanding indebtedness under its credit facilities. At December
31, 2001, the estimated fair value of these notes was approximately $256.8
million based on quoted market prices.

     Cox Radio leases land, office facilities, and various items of equipment.
Rental expense under operating leases amounted to $9.1 million in 2001, $8.6
million in 2000, and $7.2 million in 1999.

                                        51
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth, for the periods specified, the aggregate
minimum operating lease payments, the aggregate and annual principal payments
due under our long-term debt, and the aggregate amounts expected to be expended
for contractual commitments for sports programming and on-air personalities.

<Table>
<Caption>
                                                                                    CONTRACTUAL
YEAR                                            OPERATING LEASES   DEBT PRINCIPAL   COMMITMENTS
----                                            ----------------   --------------   -----------
                                                            (AMOUNTS IN THOUSANDS)
<S>                                             <C>                <C>              <C>
2002..........................................      $ 5,649           $     --        $17,751
2003..........................................        5,012            100,000         17,886
2004..........................................        4,466                 --         16,799
2005..........................................        4,421            355,000          1,179
2006..........................................        3,959            250,000            111
After 2006....................................       13,719                 --             --
                                                    -------           --------        -------
Total.........................................      $37,226           $705,000        $53,726
                                                    =======           ========        =======
</Table>

10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     Cox Radio is exposed to fluctuations in interest rates. Cox Radio actively
monitors these fluctuations and uses derivative instruments from time to time to
manage such risk. In accordance with its risk management strategy, Cox Radio
uses derivative instruments only for the purpose of managing risk associated
with an asset, liability, committed transaction, or probable forecasted
transaction that is identified by management. Cox Radio's use of derivative
instruments may result in short-term gains or losses and may increase volatility
in its earnings. Cox Radio had three interest rate swap agreements outstanding
as of December 31, 2001 which are used to manage its exposure to the variability
of future cash flows related to certain of its floating rate interest
obligations that may result due to changes in interest rates. The counterparties
to these interest rate swap agreements are a diverse group of major financial
institutions. Although Cox Radio is exposed to credit loss in the event of
nonperformance by these counterparties, Cox Radio does not anticipate
nonperformance by these counterparties nor would Cox Radio expect any such loss
to be material.

     Prior to June 27, 2000, Cox Radio accounted for the interest rate swap
agreements as hedges. In connection with the offering of Class A Common Stock
discussed in Note 3, Cox Radio used a portion of the net proceeds from the
offering to repay all amounts then outstanding under its bank credit facility.
As the interest rate swap agreements were no longer matched with existing debt,
Cox Radio recorded a non-cash mark-to-market unrealized gain as of June 30, 2000
of $2.2 million, which represents the fair value of the interest rate swap
agreements at that date. On August 4, 2000, Cox Radio redesignated these
interest rate swap agreements as hedges of floating rate borrowings under the
new revolving credit facilities, dated June 30, 2000, discussed in Note 9 above.
Concurrently with the redesignation of these swaps, Cox Radio recorded a
non-cash, mark-to-market unrealized loss of $0.6 million, which represented the
difference in the fair value of the interest rate swap agreements from June 30,
2000 to August 4, 2000.

     On January 1, 2001, Cox Radio adopted Statement of Financial Accounting
Standards No. 133, as amended, "Accounting for Derivative Instruments and
Hedging Activities," as amended by Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133", and Statement No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities." Statement No. 133, as amended,
requires all derivative instruments to be measured at fair value and recognized
as either assets or liabilities. In addition, all derivative instruments used in
hedging transactions must be designated, reassessed and documented pursuant to
the provisions of Statement No. 133, as amended.

                                        52
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Under Statement No. 133, as amended, the accounting for changes in the fair
values of derivative instruments at each new measurement date is dependent upon
their intended use. The effective portion of changes in the fair values of
derivative instruments designated as hedges of forecasted transactions, referred
to as cash flow hedges, are deferred and recorded as a component of accumulated
other comprehensive income until the hedged forecasted transactions occur and
are recognized in earnings. The ineffective portion of changes in the fair
values of derivative instruments designated as cash flow hedges are immediately
reclassed to earnings. The differential paid or received on the interest rate
swap agreements is recognized as an adjustment to interest expense.

     Cox Radio's three interest rate swap agreements qualify as cash flow
hedges, and upon adoption of Statement No. 133, as amended, Cox Radio recognized
a one-time after-tax transition adjustment to reduce earnings and increase
accumulated other comprehensive loss by approximately $0.8 million and $0.7
million, respectively. These amounts have been presented as a cumulative effect
of change in accounting principle, net of tax, in the Consolidated Statements of
Income and Shareholders' Equity for the year ended December 31, 2001. The
portion of the transition adjustment affecting earnings relates to the
previously recorded fair values of the derivatives.

     For the year ended December 31, 2001, there was no ineffective portion
related to the changes in fair values of the interest rate swap agreements and
there were no amounts excluded from the measure of effectiveness. In addition,
of the $0.7 million recorded as an increase in accumulated other comprehensive
loss on January 1, 2001, approximately $76,000, before related income tax
effects of approximately $33,000, was reclassified into earnings as interest
expense during each quarter of 2001. The balance of $1.5 million recorded in
accumulated other comprehensive loss at December 31, 2001 is expected to be
reclassified into future earnings, contemporaneously with and offsetting changes
in interest expense on certain of Cox Radio's floating rate interest
obligations. The estimated amount to be reclassified into future earnings as
interest expense over the twelve months ending December 31, 2002 is
approximately $0.3 million, before related income tax effects of approximately
$0.1 million. The actual amount that will be reclassified to future earnings
over the next twelve months may vary from this amount as a result of changes in
market conditions related to interest rates.

     At December 31, 2001, $75 million notional principal amount of the interest
rate swap agreements was outstanding at an average rate of 6.28% per annum
having an average maturity of 3 years. The estimated aggregate fair value of the
interest rate swap agreements, based on current market rates, approximated a net
payable of $3.8 million and $1.2 million at December 31, 2001 and 2000,
respectively. The fair values of the swap agreements December 31, 2001 is
included in other current liabilities and other long-term liabilities according
to the respective maturity dates of the swaps.

11. RETIREMENT PLANS

     Certain of Cox Radio's employees participate in the funded, noncontributory
defined benefit pension plan of Cox Enterprises and certain key employees
participate in an unfunded, non-qualified supplemental pension plan. The plans
call for benefits to be paid to eligible employees at retirement based primarily
upon years of service with Cox Radio and compensation rates during those years.
Pension expense allocated to Cox Radio by Cox Enterprises was $0.7 million, $0.5
million and $1.2 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

                                        53
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth certain information attributable to the Cox
Radio employees' participation in the Cox Enterprises pension plans:

<Table>
<Caption>
                                                   DECEMBER 31, 2001    DECEMBER 31, 2000
                                                   ------------------   ------------------
                                                   FUNDED    UNFUNDED   FUNDED    UNFUNDED
                                                    PLANS     PLANS      PLANS     PLANS
                                                   -------   --------   -------   --------
                                                           (AMOUNTS IN THOUSANDS)
<S>                                                <C>       <C>        <C>       <C>
Actuarial present value of benefit obligations:
  Vested benefits................................  $15,821    $3,493    $15,558    $3,118
  Nonvested benefits.............................    3,527       398      1,692       339
                                                   -------    ------    -------    ------
Accumulated benefit obligation...................  $19,348    $3,891    $17,250    $3,457
                                                   =======    ======    =======    ======
Projected benefit obligation.....................  $23,468    $5,369    $21,104    $4,648
                                                   =======    ======    =======    ======
</Table>

     Assumptions used in the actuarial computations were:

<Table>
<Caption>
                                                              DECEMBER 31,
                                                              -------------
                                                              2001     2000
                                                              ----     ----
<S>                                                           <C>      <C>
Discount rate...............................................  7.25%    7.50%
Rate of increase in compensation levels.....................  5.00%    5.25%
Expected long-term rate of return on assets.................  9.00%    9.00%
</Table>

     Cox Enterprises may establish a defined benefit pension plan and segregate
plan assets for Cox Radio. The amount of the assets that would be segregated
would have an estimated fair value not less than the accumulated benefit
obligation of the Cox Enterprises defined benefit pension plan attributable to
Cox Radio employees as of December 31, 2001, or $19.3 million. The assets
segregated would be used to fund payments to retirees. Any non-qualified
supplemental pension plan payments due to Cox Radio employees will be made by
Cox Enterprises, and Cox Radio will reimburse Cox Enterprises for any such
payments.

     Cox Enterprises provides certain health care and life insurance benefits to
substantially all retirees of Cox Enterprises and its subsidiaries.
Postretirement expense allocated to Cox Radio by Cox Enterprises was $0.1
million for each of the years ended December 31, 2001, 2000 and 1999. Cox
Radio's actuarial present value of benefit obligations at December 31, 2001 was
$4.2 million.

     The funded status of the portion of the retirement plan covering the
employees of Cox Radio is not determinable. The actuarial present value of
benefit obligations for the retirement plan of Cox Enterprises substantially
exceeded the fair value of assets held in the plan at December 31, 2001.

     Actuarial assumptions used to determine the actuarial present value of
benefit obligations include a discount rate of 7.25% (7.5% in 2000) and an
expected long-term rate of return on plan assets of 9.0%. The assumed health
care cost trend rate for retirees is 8.5% (9.0% in 2000). For participants prior
to age 65, the trend rate gradually decreases to 5.5% by year 2007 and remains
level thereafter. For retirees at age 65 or older, this rate decreases to 5.0%
by year 2008. Increasing the assumed health care cost trend rate by one
percentage point would have resulted in an increase in the Cox Enterprises
plan's actuarial present value of benefit obligations of approximately 2.9% and
an increase in the aggregate of the service cost and interest cost components of
the net periodic postretirement benefit cost of approximately 1.9% for 2001.

     In addition, substantially all of Cox Radio's employees are eligible to
participate in the savings and investment plan of Cox Enterprises. Under the
terms of the plan, Cox Radio matches a discretionary amount no greater than 50%
of employee contributions up to a maximum of 6% of the employee's eligible
compensation. Cox Radio's expense under the plan was $0.9 million, $1.5 million
and $1.2 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

                                        54
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Certain Cox Radio employees, whose savings and investment plan
contributions are at the Internal Revenue Service, or IRS, maximum or are
restricted in order to pass the IRS nondiscrimination test, are eligible to
participate in Cox Enterprises' non-qualified savings restoration plan. Under
the terms of this plan, Cox Radio matches a discretionary contribution amount no
greater than 50% of employee contributions to both the savings and investment
and restoration plans up to a specified maximum percentage of the employee's
eligible compensation. Cox Radio's expense under the non-qualified savings
restoration plan was not material to the financial statements for any period
presented.

12. STOCK-BASED COMPENSATION PLANS

     During the three years in the period ended December 31, 2001, Cox Radio
maintained two stock-based compensation plans. Cox Radio accounts for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, and related Interpretations.
Compensation for the Cox Radio Amended and Restated Long-Term Incentive Plan and
the Employee Stock Purchase Plan is measured as the excess, if any, of the
quoted market price of Cox Radio's stock at the date of the grant over the
exercise price. Specific information regarding each plan and required disclosure
of the pro forma effect on Cox Radio's operations if Statement of Financial
Accounting Standards No. 123 had been adopted is presented below.

  Cox Radio Employee Stock Purchase Plans

     During 2001, Cox Radio adopted a third Employee Stock Purchase Plan (the
"Plan"), under which Cox Radio was authorized to issue purchase rights totaling
750,000 shares of Class A common Stock. The 2001 ESPP has four alternate entry
dates, and the first entry date is January 2, 2002. Employees are eligible to
participate in the Plan as of the first entry date on which they are employed
and are regularly scheduled to work at least 20 hours per week. Under the terms
of this plan, the purchase price is the lower of 85% of the fair market value of
the Class A common stock on the grant date (the initial purchase price) or 90%
of the fair market value of the Class A common stock on December 31, 2003, the
end of the Plan. Purchase rights totaling 271,121 shares of Class A common stock
were issued under the plan with respect to the first entry date. Employees are
allowed to purchase the shares via payroll deduction through December 31, 2003,
at which time shares will be issued. The fair value of the employees' purchase
rights granted in 2001 was determined using the Black-Scholes model with the
following assumptions: expected volatility of 44.65%, no payment of dividends,
expected life of 2.08 years, and a risk-free interest rate of 2.50%. The
weighted-average fair value of each purchase right granted in 2001 for the first
entry date was $8.91. During 2001, no shares were issued under the plan due to
cancellation of employees' participation or termination of employment.

     During 1999, Cox Radio adopted an Employee Stock Purchase Plan, under which
Cox Radio was authorized to issue purchase rights totaling 750,000 shares of
Class A common stock to substantially all employees who were employed on
February 1, 1999 and who worked at least 20 hours per week. Pursuant to this
plan, Cox Radio issued purchase rights totaling 229,293 shares of Class A common
stock. Under the terms of this plan, the purchase price ($16.05 per share) was
85% of the average market value during the ten trading days ended on August 2,
1999. Employees were allowed to purchase the shares via payroll deductions
through October 31, 2001, at which time the shares were issued to the employees.
During 2001, 2000 and 1999, 15,717, 5,229 and 0 shares, respectively, were
issued to employees under the plan due to cancellation of employees'
participation in the plan or termination of employment. Upon conclusion of the
1999 plan on October 31, 2001, 172,187 shares of Class A common stock were
issued to the remaining plan participants. The fair value of the employees'
purchase rights granted in 1999 was estimated using the Black-Scholes model with
the following assumptions: expected volatility of 34%, no payment of dividends,
expected life of 2 years and risk-free interest rate of 5.67%. The grant date
fair value of each purchase right granted in 1999 was $6.29.
                                        55
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     During 1997, Cox Radio adopted an Employee Stock Purchase Plan, under which
Cox Radio was authorized to issue purchase rights totaling 1,050,000 shares of
Class A common stock to substantially all employees who were employed on
December 1, 1996 and who worked at least 20 hours per week. Pursuant to this
plan, Cox Radio issued purchase rights totaling 558,354 shares of Class A common
stock. Under the terms of this plan, the purchase price ($5.79 per share) was
85% of the market value on May 1, 1997, and employees were allowed to purchase
the shares via payroll deductions through August 1, 1999. During 1999 17,367
shares were issued to employees under the plan due to cancellation of employees'
participation in the plan or termination of employment. Upon conclusion of the
1997 plan on August 2, 1999, 456,336 shares of Class A common stock were issued
to the remaining plan participants. The fair value of the employees' purchase
rights granted in 1997 was estimated using the Black-Scholes model with the
following assumptions: expected volatility of 32%, no payment of dividends,
expected life of 2 years and risk-free interest rate of 5.4%. The grant date
fair value of each purchase right granted in 1997 was $2.09.

  Cox Radio Amended and Restated Long-Term Incentive Plan

     Pursuant to the Amended and Restated Long-Term Incentive Plan (the "LTIP"),
executive officers and certain employees of Cox Radio who have been selected as
participants are eligible to receive awards of various forms of equity-based
incentive compensation, including stock options, stock appreciation rights,
stock bonuses, restricted stock awards, performance shares and awards consisting
of combinations of such incentives. Cox Radio has reserved 13,200,000 shares of
Class A common stock for issuance under this plan.

     Subject to the maximum shares reserved under the LTIP, no individual may
receive a stock option covering more than 500,000 shares of Class A common stock
in any year nor be granted more than 250,000 shares of Class A common stock, in
any combination of performance awards, restricted stock or other stock-based
awards that are subject to performance criteria in any year. The maximum payout
for any individual for a performance award paid in cash is 100% of his or her
base salary as of the beginning of the year of the performance award payment.

     Upon the closing of Cox Radio's initial public offering, certain Cox
Enterprises Unit Appreciation Plan units awarded in 1994 that would have matured
in 1999 were converted to 335,919 restricted shares of Class A common stock
issued pursuant to the LTIP based on the calculated appreciation of the units
and the quoted market price at the date of conversion. These restricted shares
remained unvested until the end of the original five year Unit Appreciation Plan
appreciation period. In January 1999, Cox Radio reacquired 119,856 shares of
previously restricted Class A common stock for cash consideration of
approximately $1.7 million used to pay employee withholding taxes.

     Options granted under the LTIP vest 60% after three years from the date of
grant, 80% after four years from the date of grant and 100% after five years
from the date of grant and expire ten years from the date of grant. An
accelerated vesting schedule has been provided such that the options become
fully vested if the market value of the shares exceeds the exercise price by
140% for ten consecutive trading days. Vesting of the options granted during
1999 was accelerated during 1999 based upon this schedule. Because the exercise
price of stock options awarded during 2001, 2000 and 1999 equaled or exceeded
the then current market price of Cox Radio Class A common stock, no compensation
cost has been recognized for these options. The fair value of the options
granted during 2001, 2000 and 1999 is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions: expected
volatility of 41% to 43% for 2001, 32% and 36% for 2000, and 34% for 1999, no
dividend yield, risk-free interest rate of 4.9% for 2001, 6.7% for 2000 and 4.8%
for 1999, and expected life of 6 years. A summary of the status of

                                        56
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Cox Radio's stock options granted under the Long-Term Incentive Plan as of
December 31, 2001, 2000 and 1999 and changes during the years ending on those
dates is presented below:

<Table>
<Caption>
                                  2001                          2000                          1999
                       ---------------------------   ---------------------------   ---------------------------
                                       WEIGHTED                      WEIGHTED                      WEIGHTED
                                       AVERAGE                       AVERAGE                       AVERAGE
                         SHARES     EXERCISE PRICE     SHARES     EXERCISE PRICE     SHARES     EXERCISE PRICE
                       ----------   --------------   ----------   --------------   ----------   --------------
<S>                    <C>          <C>              <C>          <C>              <C>          <C>
Outstanding at
  beginning of
  year...............   2,293,768       $18.35        1,668,231       $10.04        1,779,330       $ 7.99
Granted..............   1,342,943        21.84          970,374        31.66          609,468        13.92
Exercised............    (384,767)        8.26         (256,892)       10.08         (627,093)        9.08
Cancelled............    (228,060)       25.84          (87,945)       31.54          (93,474)       13.71
                       ----------                    ----------                    ----------
Outstanding at end of
  year...............   3,023,884       $20.62        2,293,768       $18.35        1,668,231       $10.04
                       ==========                    ==========                    ==========
Options exercisable
  at year-end........   1,026,032       $10.69        1,410,739       $10.03        1,668,231       $10.04
Weighted-average fair
  value of options
  granted during the
  year...............  $    10.33                    $    14.16                    $     5.82
</Table>

     The following table summarizes information about stock options outstanding
at December 31, 2001:

<Table>
<Caption>
                                     OPTIONS OUTSTANDING
                                      WEIGHTED-AVERAGE
   RANGE OF      NUMBER OF OPTIONS        REMAINING        NUMBER OF OPTIONS
EXERCISE PRICES     OUTSTANDING       CONTRACTUAL LIFE        EXERCISABLE
---------------  -----------------   -------------------   -----------------
<S>              <C>                 <C>                   <C>
$ 6.17 -  8.46         430,526               4.9                 430,526
$13.39 - 20.57         596,180               6.6                 595,446
$21.81 - 25.53       1,207,479               9.0                       0
    $31.66             789,699               8.0                      60
                     ---------                                 ---------
                     3,023,884                                 1,026,032
                     =========                                 =========
</Table>

                                        57
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Had compensation cost for the Long-Term Incentive Plan and Employee Stock
Purchase Plans been determined on the fair value at the grant dates for awards
in 2001, 2000 and 1999 consistent with the provisions of Statement of Financial
Accounting Standards No. 123, Cox Radio's net income and net income per share
would have been reduced to the pro forma amounts indicated below, based on the
assumptions discussed above:

<Table>
<Caption>
                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------
                                                          2001       2000      1999
                                                         -------   --------   -------
                                                            (AMOUNTS IN THOUSANDS,
                                                          EXCEPT PER SHARE AMOUNTS)
<S>                                                      <C>       <C>        <C>
Income before cumulative effect of accounting
  change -- as reported................................  $21,478   $305,937   $55,260
Cumulative effect of accounting change.................     (787)        --        --
                                                         -------   --------   -------
Net income -- as reported..............................  $20,691   $305,937   $55,260
                                                         =======   ========   =======
Net income per share before cumulative effect of
  accounting change -- basic -- as reported............  $  0.22   $   3.28   $  0.64
Cumulative effect of accounting change.................    (0.01)        --        --
                                                         -------   --------   -------
Net income per share -- basic -- as reported...........  $  0.21   $   3.28   $  0.64
                                                         =======   ========   =======
Net income per share before cumulative effect of
  accounting change -- diluted -- as reported..........  $  0.22   $   3.26   $  0.64
Cumulative effect of accounting change.................    (0.01)        --        --
                                                         -------   --------   -------
Net income per share -- diluted -- as reported.........  $  0.21   $   3.26   $  0.64
                                                         =======   ========   =======
Income before cumulative effect of accounting
  change -- Pro Forma..................................  $16,591   $303,277   $51,337
Cumulative effect of accounting change.................     (787)        --        --
                                                         -------   --------   -------
Net income -- Pro Forma................................  $15,804   $303,277   $51,337
                                                         =======   ========   =======
Net income per share before cumulative effect of
  accounting change -- basic -- pro forma..............  $  0.17   $   3.25   $  0.60
Cumulative effect of accounting change.................    (0.01)        --        --
                                                         -------   --------   -------
Net income per share -- basic -- pro forma.............  $  0.16   $   3.25   $  0.60
                                                         =======   ========   =======
Net income per share before cumulative effect of
  accounting change -- basic -- pro forma..............  $  0.17   $   3.23   $  0.59
Cumulative effect of accounting change.................    (0.01)        --        --
                                                         -------   --------   -------
Net income per share -- basic -- pro forma.............  $  0.16   $   3.23   $  0.59
                                                         =======   ========   =======
</Table>

13. TRANSACTIONS WITH AFFILIATED COMPANIES

     Cox Radio borrows funds for working capital and other needs from Cox
Enterprises. Certain management services are provided to Cox Radio by Cox
Enterprises. Such services include legal, corporate secretarial, tax, treasury,
internal audit, risk management, benefits administration and other support
services and fees charged by Cox Enterprises for such services are included in
corporate general and administrative expenses in the Consolidated Statements of
Operations. Cox Radio was allocated expenses for the years ended December 31,
2001, 2000 and 1999 of approximately $3.1 million, $3.4 million, and $2.7
million, respectively, related to these services. Cox Radio pays rent and
certain other occupancy costs to Cox Enterprises for office facilities. Related
rent and occupancy expense was approximately $0.1 million for each of the years
ended December 31, 2001, 2000 and 1999. Corporate general and administrative
expense allocations are based on a specified percentage of expenses related to
the services provided to Cox

                                        58
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Radio in relation to those provided to other subsidiaries of Cox Enterprises.
Rent and occupancy expense is allocated based on occupied space. Management
believes that these allocations were made on a reasonable basis. However, the
allocations are not necessarily indicative of the level of expenses that might
have been incurred had Cox Radio contracted directly with unrelated third
parties. Management has not made a study or any attempt to obtain quotes from
unrelated third parties to determine what the cost of obtaining such services
from third parties would have been. The fees and expenses to be paid by Cox
Radio to Cox Enterprises are subject to change.

     The amounts due from (to) Cox Enterprises are generally due on demand and
represent the net of various transactions, including those described above. The
amounts due from Cox Enterprises totaled $1.1 million and $17.3 million as of
December 31, 2001 and 2000, respectively. Cox Radio is paid or pays interest on
the daily intercompany balance based on Cox Enterprises' commercial paper rate
plus .40%. The rates used during 2001 ranged from 2.9% to 7.2%.

     Included in the amounts due from (to) Cox Enterprises are the following
transactions:

<Table>
<Caption>
                                                              (AMOUNTS IN THOUSANDS)
                                                              ----------------------
<S>                                                           <C>
Intercompany due from Cox Enterprises, December 31, 1998....        $  30,292
  Cash transferred to Cox Enterprises.......................          250,059
  Acquisitions..............................................         (232,278)
  Borrowings on revolver....................................          119,870
  Net operating expense allocations and reimbursements......         (185,081)
                                                                    ---------
Intercompany due to Cox Enterprises, December 31, 1999......          (17,138)
                                                                    ---------
  Cash transferred to Cox Enterprises.......................          284,308
  Acquisitions..............................................         (814,865)
  Borrowings on revolver....................................          334,686
  Net proceeds from issuance of Class A Common Stock........          344,199
  Net operating expense allocations and reimbursements......         (113,922)
                                                                    ---------
Intercompany due from Cox Enterprises, December 31, 2000....           17,268
                                                                    ---------
  Cash transferred to Cox Enterprises.......................          305,523
  Acquisitions..............................................          (50,216)
  Payments on revolver......................................         (300,000)
  Net proceeds from issuance of Senior Notes................          249,667
  Net operating expense allocations and reimbursements......         (221,158)
                                                                    ---------
Intercompany due from Cox Enterprises, December 31, 2001....        $   1,084
                                                                    =========
</Table>

     Cox Radio has estimated that the carrying value of its intercompany
advances approximates fair value, given the short-term nature of these advances.

     Cox Radio participates in Cox Enterprises' cash management system, whereby
the bank sends daily notification of Cox Radio's checks presented for payment.
Cox Enterprises transfers funds from other sources to cover Cox Radio's checks
presented for payment. Book overdrafts of $4.8 million existed at December 31,
2001 and 2000 as a result of Cox Radio's checks outstanding. These book
overdrafts are classified as accounts payable in the accompanying balance
sheets.

     Cox Radio has entered into leases with Cox Broadcasting with respect to
studio and tower site properties in Atlanta and Dayton that are used for Cox
Radio's operations in those markets. The annual rental cost in the aggregate was
approximately $0.6 million for each of the years ended December 31, 2001 and
2000 and approximately $0.5 million for the year ended December 31, 1999.

                                        59
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In July 2000, Cox Radio entered into a cross-promotional agreement with Cox
Interactive Media (CIM), a wholly owned subsidiary of Cox Enterprises. Cox Radio
agreed to provide radio and Internet advertising to CIM over a three-year period
in common markets, and CIM agreed to provide Internet advertising on its city
Web sites in those markets. The remaining estimated fair value of the agreement
is $2 million in both income and expense. Cox Radio recognized approximately
$1.6 million and $0.8 million in both income and expense related to the
agreement during 2001 and 2000, respectively.

14. SUPPLEMENTAL CASH FLOW INFORMATION

<Table>
<Caption>
                                                               2001      2000      1999
                                                              -------   -------   -------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                                           <C>       <C>       <C>
Additional cash flow information:
  Cash paid for interest....................................  $46,383   $34,021   $22,383
  Cash paid for income taxes................................  $   696   $22,835   $14,758
</Table>

15. GUARANTOR FINANCIAL INFORMATION

     As discussed in Note 9, CXR Holdings, Inc., a wholly-owned subsidiary of
Cox Radio, is the sole guarantor of Cox Radio's $200 million aggregate principal
amount of notes due in 2003 and 2005 pursuant to a full and unconditional
guarantee. CXR Holdings is comprised primarily of non-operating assets,
including Federal Communications Commission licenses, permits and authorizations
and cash royalties. The following table sets forth condensed consolidating
financial information for Cox Radio and CXR Holdings as of December 31, 2001 and
December 31, 2000 and for each of the three years in the period ended December
31, 2001.

<Table>
<Caption>
                                                                AS OF DECEMBER 31, 2001
                                                 -----------------------------------------------------
                                                 COX RADIO    CXR HOLDINGS   ELIMINATIONS     TOTAL
                                                 ----------   ------------   ------------   ----------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                              <C>          <C>            <C>            <C>
Total assets...................................  $2,262,563     $742,328      $(718,204)    $2,286,687
                                                 ==========     ========      =========     ==========
Total liabilities..............................  $1,245,226     $     --      $ (19,792)    $1,225,434
                                                 ==========     ========      =========     ==========
Total shareholders' equity.....................  $1,017,337     $742,328      $(698,412)    $1,061,253
                                                 ==========     ========      =========     ==========
</Table>

<Table>
<Caption>
                                                               YEAR ENDED DECEMBER 31, 2001
                                                    --------------------------------------------------
                                                    COX RADIO   CXR HOLDINGS   ELIMINATIONS    TOTAL
                                                    ---------   ------------   ------------   --------
                                                                  (AMOUNTS IN THOUSANDS)
<S>                                                 <C>         <C>            <C>            <C>
Net revenues......................................  $395,303      $    --         $   --      $395,303
Costs and expenses................................   309,686       17,489             --       327,175
Other (expense) income............................  (116,558)      68,601             --       (47,957)
Income tax benefit................................    (1,307)          --             --        (1,307)
Cumulative effect of accounting change, net of
  tax.............................................      (787)          --             --          (787)
                                                    --------      -------         ------      --------
Net (loss) income.................................  $(30,421)     $51,112         $   --      $ 20,691
                                                    ========      =======         ======      ========
</Table>

<Table>
<Caption>
                                                                AS OF DECEMBER 31, 2000
                                                 -----------------------------------------------------
                                                 COX RADIO    CXR HOLDINGS   ELIMINATIONS     TOTAL
                                                 ----------   ------------   ------------   ----------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                              <C>          <C>            <C>            <C>
Total assets...................................  $2,344,882     $647,347      $(674,407)    $2,317,822
                                                 ==========     ========      =========     ==========
Total liabilities..............................  $1,303,928     $     --      $ (19,864)    $1,284,064
                                                 ==========     ========      =========     ==========
Total shareholders' equity.....................  $1,040,954     $647,347      $(654,543)    $1,033,758
                                                 ==========     ========      =========     ==========
</Table>

                                        60
<PAGE>
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31, 2000
                                                  ---------------------------------------------------
                                                  COX RADIO   CXR HOLDINGS   ELIMINATIONS     TOTAL
                                                  ---------   ------------   ------------   ---------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                               <C>         <C>            <C>            <C>
Net revenues....................................  $ 369,404     $    --         $   --      $ 369,404
Costs and expenses..............................   (208,993)     12,424             --       (196,569)
Other income (expense)..........................    (89,972)     58,483             --        (31,489)
Income tax expense..............................    228,547          --             --        228,547
                                                  ---------     -------         ------      ---------
Net income......................................  $ 259,878     $46,059         $   --      $ 305,937
                                                  =========     =======         ======      =========
</Table>

<Table>
<Caption>
                                                               YEAR ENDED DECEMBER 31, 1999
                                                    --------------------------------------------------
                                                    COX RADIO   CXR HOLDINGS   ELIMINATIONS    TOTAL
                                                    ---------   ------------   ------------   --------
                                                                  (AMOUNTS IN THOUSANDS)
<S>                                                 <C>         <C>            <C>            <C>
Net revenues......................................  $300,494      $    --         $   --      $300,494
Costs and expenses................................   178,042        4,518             --       182,560
Other income (expense)............................   (63,344)      40,236             --       (23,108)
Income tax expense................................    39,566           --             --        39,566
                                                    --------      -------         ------      --------
Net income........................................  $ 19,542      $35,718         $   --      $ 55,260
                                                    ========      =======         ======      ========
</Table>

16. CONTINGENCIES

     In October 1999, the Radio Music License Committee, of which Cox Radio is a
participant, filed a motion in the New York courts against Broadcast Music, Inc.
commencing a rate-making proceeding, on behalf of the radio industry, seeking a
determination of fair and reasonable industry-wide license fees. Cox Radio is
currently operating under interim license agreements for the period commencing
January 1, 1997 at the rates and terms reflected in prior agreements. Cox
Radio's management estimates that the impact of an unfavorable outcome of the
motion will not materially impact the financial position, results of operations
or cash flows.

     On June 13, 2001, Cox Radio was named as defendant in a putative class
action suit filed in an amended complaint in the state court in Fulton County,
Georgia, alleging violations of the federal Telephone Consumer Protection Act.
The complaint seeks statutory damages in the amount of $1,500 plus attorneys'
fees, on behalf of each person "throughout the State of Georgia" who received an
unsolicited pre-recorded telephone message in October 1999 delivering an
"advertisement" from a Cox Radio radio station. On October 30, 2001, the parties
entered into a consent agreement staying all proceedings until the earlier of
either six months, or a ruling by the Georgia Court of Appeals in a similar
action pending against a third-party radio broadcast company. Cox Radio intends
to defend this action vigorously, although the outcome cannot be predicted at
this time.

     Cox Radio and its controlling shareholder, Cox Broadcasting, Inc., have
been sued in Georgia federal court by broadcast station broker Force
Communications for breach of contract and other theories involving a failure to
pay the broker a commission allegedly due on two transactions involving an
Atlanta radio station and certain Cox Broadcasting-controlled subsidiaries,
including Cox Radio. The suit seeks contract damages in excess of $5,000,000
plus interest, costs, expenses and attorney's fees. The defendants deny that
they breached any such contract and intend to defend this matter vigorously.
Discovery has concluded, the parties have filed cross-motions for summary
judgment and these motions are pending. The outcome of this matter cannot be
predicted at this time.

     Cox Radio is a party to various other legal proceedings that are ordinary
and incidental to its business. Management does not expect that any of these
legal proceedings currently pending will have a material adverse impact on Cox
Radio's consolidated financial position, consolidated results of operations or
cash flows.

                                        61
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

     The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by reference to Cox
Radio's Proxy Statement for the 2002 Annual Meeting of Stockholders.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Documents incorporated by reference or filed with this Report

     (1) Audited Consolidated Balance Sheets as of December 31, 2001 and 2000
and Consolidated Statements of Operations, Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 2001.

     (2) Schedule II -- Valuation and qualifying accounts

     (3) Exhibits required to be filed by Item 601 of Regulation S-K:

     Listed below are the exhibits which are filed as part of this Report
(according to the number assigned to them in Item 601 of Regulation S-K):

<Table>
<Caption>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<C>       <S>  <C>
   1.1    --   Underwriting Agreement, dated as of February 12, 2001, by
               and among Cox Radio, Inc., Salomon Smith Barney Inc.,
               Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY
               Capital Markets, Inc., Commerzbank Capital Markets Corp.,
               Dresdner Kleinwort Benson North America LLC and First Union
               Securities, Inc.(1)
   2.1    --   Asset Exchange Agreement dated August 30, 1999 by and among
               Cox Radio, Inc. and AMFM Inc.(2)
   2.2    --   Letter dated as of August 30, 1999 by and among Cox Radio,
               Inc. and AMFM Inc.(3)
   2.3    --   Merger Agreement dated March 14, 2000 by and among Marlin
               Broadcasting, Inc., Cox Radio, Inc., Cox Miami Merger Sub,
               Inc. and Marling Broadcasting, LLC.(4)
</Table>

                                        62
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<C>       <S>  <C>
   2.4    --   Asset Purchase Agreement dated March 3, 2000 by and among
               Clear Channel Broadcasting, Inc., Clear Channel Broadcasting
               Licenses, Inc., Citicasters Co., Capstar Radio Operating
               Company, Capstar TX Limited Partnership, AMFM Texas
               Broadcasting, L.P., AMFM Texas Licenses Limited Partnership,
               Cox Radio, Inc. and CXR Holdings, Inc.(5)
   2.5    --   Asset Exchange Agreement dated as of May 31, 2000 by and
               among Cox Radio, Inc., CXR Holdings, Inc., Salem
               Communications Corporation and South Texas Broadcasting,
               Inc.(6)
   2.6    --   Letter dated May 31, 2000 by and among Cox Radio, Inc., CXR
               Holdings, Inc., Salem Communications Corporation and South
               Texas Broadcasting, Inc.(7)
   2.7    --   Letter dated June 7, 2000 by and among Cox Radio, Inc., CXR
               Holdings, Inc., Salem Communications Corporation and South
               Texas Broadcasting, Inc.(8)
   2.8    --   Stock Purchase Agreement dated as of June 7, 2000 by and
               among Midwestern Broadcasting Company, Inc., the
               stockholders of Midwestern Broadcasting Company, Inc. and
               Cox Radio, Inc.(9)
   2.9    --   Asset Purchase Agreement dated November 8, 2000 between and
               among Cox Radio, Inc., CXR Holdings, Inc. and Radio One,
               Inc.(10)
   3.1    --   Amended and Restated Certificate of Incorporation of Cox
               Radio, Inc.(11)
   3.2    --   Certificate of Amendment of Certificate of Incorporation of
               Cox Radio, Inc.(12)
   3.3    --   Amended and Restated Bylaws of Cox Radio, Inc.(13)
   4.1    --   Indenture dated as of May 26, 1998 between Cox Radio, Inc.,
               The Bank of New York, WSB, Inc., and WHIO, Inc.(14)
   4.2    --   Supplemental Indenture dated as of February 1, 1999 by and
               among trustee, Cox Radio, Inc. and CXR Holdings, Inc.(15)
   4.3    --   Form of Global Note.(16)
  10.1    --   364-Day Credit Agreement dated as of June 30, 2000 among Cox
               Radio, Inc., the Banks party thereto, The Chase Manhattan
               Bank, as Administrative Agent, Bank of America, N.A., as
               Syndications Agent, and Citibank, N.A., as Documentation
               Agent.(17)
  10.2    --   Amended and Restated 364-Day Credit Agreement dated as of
               June 29, 2001 among Cox Radio, Inc., the Banks party
               thereto, The Chase Manhattan Bank, as Administrative Agent,
               Bank of America, N.A. and Fleet National Bank, as
               Syndication Agents, and Citibank, N.A. and Mizuho Bank, as
               Documentation Agents.(18)
  10.3    --   Five-Year Credit Agreement dated as of June 30, 2000 among
               Cox Radio, Inc., the Banks referred to therein, The Chase
               Manhattan Bank, as Administrative Agent, Bank of America,
               N.A., as Syndications Agent, and Citibank, N.A., as
               Documentation Agent.(19)
  10.4    --   First Amendment dated as of June 29, 2001 to the Five-Year
               Credit Agreement dated as of June 30, 2000 among Cox Radio,
               Inc., the Banks party thereto, The Chase Manhattan Bank, as
               Administrative Agent, Bank of America, N.A., as Syndications
               Agent, and Citibank, N.A., as Documentation Agent.(20)
  10.5    --   Second Amendment dated as of December 17, 2001 to the
               Five-Year Credit Agreement dated as of June 30, 2000 among
               Cox Radio, Inc., the Banks party thereto, The Chase
               Manhattan Bank, as Administrative Agent, Bank of America,
               N.A., as Syndications Agent, and Citibank, N.A., as
               Documentation Agent.
  10.6    --   Cox Radio, Inc. Amended and Restated Long-Term Incentive
               Plan.(21)
  10.7    --   Cox Radio, Inc. Restricted Stock Plan for Non-Employee
               Directors.(22)
  10.8    --   Separation Agreement with Robert B. Green, dated as of
               August 30, 2001.(23)
</Table>

                                        63
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<C>       <S>  <C>
  21      --   Subsidiaries of the Registrant.
  23.1    --   Consent of Deloitte & Touche LLP.
  24.1    --   Power of Attorney (included on page 58).
</Table>

---------------

 (1) Incorporated by reference to Exhibit 1.1 of Cox Radio's Report on Form 8-K
     dated February 16, 2001.
 (2) Incorporated by reference to Exhibit 99.1 of Cox Radio's Report on Form 8-K
     dated September 17, 1999.
 (3) Incorporated by reference to Exhibit 99.2 of Cox Radio's Report on Form 8-K
     dated September 17, 1999.
 (4) Incorporated by reference to Exhibit 2.2 of Cox Radio's Report on Form 8-K
     dated April 19, 2000.
 (5) Incorporated by reference to Exhibit 2.3 of Cox Radio's Report on Form 8-K
     dated April 19, 2000.
 (6) Incorporated by reference to Exhibit 10.5 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (7) Incorporated by reference to Exhibit 10.6 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (8) Incorporated by reference to Exhibit 10.7 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (9) Incorporated by reference to Exhibit 10.8 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
(10) Incorporated by reference to Exhibit 2.9 of Cox Radio's Report on Form 10-Q
     for the period ending September 30, 2000.
(11) Incorporated by reference to the corresponding exhibit of Cox Radio's
     Registration Statement on Form S-1 (Commission File No. 333-08737).
(12) Incorporated by reference to Exhibit 3.2 of Cox Radio's Form 8-A12B/A filed
     on February 15, 2002.
(13) Incorporated by reference to Exhibit 3.2 of Cox Radio's Registration
     Statement on Form S-1 (Commission File No. 333-08737).
(14) Incorporated by reference to Exhibit 4.1 of Cox Radio's Registration
     Statement on Form S-4 (Commission File No. 333-61179).
(15) Incorporated by reference to the corresponding exhibit of Cox Radio's
     Report on Form 10-Q for the period ending March 31, 1999 (Commission File
     No. 1-12187).
(16) Incorporated by reference to Exhibit 4.1 of Cox Radio's Report on Form 8-K
     dated February 16, 2001.
(17) Incorporated by reference to Exhibit 10.9 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000
(18) Incorporated by reference to Exhibit 10.2 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2001.
(19) Incorporated by reference to Exhibit 10.10 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
(20) Incorporated by reference to Exhibit 10.3 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2001.
(21) Incorporated by reference to Appendix B of Cox Radio's Definitive Proxy
     Statement on Schedule 14A dated March 29, 2001 (management contract or
     compensation plan).
(22) Incorporated by reference to Exhibit 10.11 of Cox Radio's Registration
     Statement on Form S-1 (Commission File No. 333-08737) (management contract
     or compensation plan).
(23) Management contract or compensation plan.

     (b) Reports on Form 8-K.

     On December 21, 2001, Cox Radio filed a Current Report on Form 8-K
announcing the election of G. Dennis Berry to the Cox Radio Board of Directors
(thereby increasing the number of directors to nine) and James C. Kennedy as
Chairman of the Board of Directors, each effective January 1, 2002.

                                        64
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cox Radio, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                          COX RADIO, INC.

                                          By:      /s/ ROBERT F. NEIL
                                            ------------------------------------
                                                       Robert F. Neil
                                               President and Chief Executive
                                                           Officer

Date: March 19, 2002

                               POWER OF ATTORNEY

     Cox Radio, Inc., a Delaware corporation, and each person whose signature
appears below, constitutes and appoints Robert F. Neil and Neil O. Johnston, and
either of them, with full power to act without the other, such person's true and
lawful attorneys-in-fact, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
this Annual Report on Form 10-K and any and all amendments to such Annual Report
on Form 10-K and other documents in connection therewith, and to file the same
and all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing necessary or desirable to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cox Radio,
Inc. and in the capacities and on the dates indicated.

<Table>
<Caption>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                    <S>                              <C>
                /s/ JAMES C. KENNEDY                   Chairman of the Board of         March 19, 2002
-----------------------------------------------------    Directors
                  James C. Kennedy

                 /s/ ROBERT F. NEIL                    President and Chief Executive    March 19, 2002
-----------------------------------------------------    Officer; Director (principal
                   Robert F. Neil                        executive officer)

                /s/ NEIL O. JOHNSTON                   Vice-President and Chief         March 19, 2002
-----------------------------------------------------    Financial Officer (principal
                  Neil O. Johnston                       accounting officer and
                                                         principal financial officer)

                /s/ DAVID E. EASTERLY                  Director                         March 19, 2002
-----------------------------------------------------
                  David E. Easterly

               /s/ ERNEST D. FEARS, JR                 Director                         March 19, 2002
-----------------------------------------------------
                Ernest D. Fears, Jr.
</Table>

                                        65
<PAGE>

<Table>
<Caption>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----

<C>                                                    <S>                              <C>

                 /s/ PAUL M. HUGHES                    Director                         March 19, 2002
-----------------------------------------------------
                   Paul M. Hughes

                 /s/ MARC W. MORGAN                    Director                         March 19, 2002
-----------------------------------------------------
                   Marc W. Morgan

               /s/ RICHARD A. FERGUSON                 Director                         March 19, 2002
-----------------------------------------------------
                 Richard A. Ferguson

               /s/ NICHOLAS D. TRIGONY                 Director                         March 19, 2002
-----------------------------------------------------
                 Nicholas D. Trigony

                 /s/ G. DENNIS BERRY                   Director                         March 19, 2002
-----------------------------------------------------
                   G. Dennis Berry
</Table>

                                        66
<PAGE>

                                                                     SCHEDULE II

                                COX RADIO, INC.

                       VALUATION AND QUALIFYING ACCOUNTS

                        ALLOWANCE FOR DOUBTFUL ACCOUNTS

<Table>
<Caption>
FOR THE FISCAL  BALANCE AS OF   ASSUMED IN    CHARGES TO                BALANCE AS OF
YEARS ENDED       BEGINNING      BUSINESS     COSTS AND                    END OF
DECEMBER 31       OF PERIOD     COMBINATION    EXPENSES    DEDUCTIONS      PERIOD
--------------  -------------   -----------   ----------   ----------   -------------
                               (AMOUNTS IN THOUSANDS)
<S>             <C>             <C>           <C>          <C>          <C>
     2001          $3,477         $   --        $5,217       $4,158        $4,536
     2000          $2,966         $   --        $3,297       $2,786        $3,477
     1999          $2,862         $   --        $1,772       $1,668        $2,966
</Table>

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