<PAGE>   1

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

                                   FORM 10-K
                             ---------------------

<TABLE>
<C>               <S>
   (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, 2000
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>

                         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, 2001, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was $889,838,460 based on the
closing price on the New York Stock Exchange on such date.

     There were 40,767,282 shares of Class A common stock outstanding as of
February 28, 2001.

     There were 58,733,016 shares of Class B common stock outstanding as of
February 28, 2001.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the 2000 Annual Report to Stockholders and the Proxy Statement
for the 2001 Annual Meeting of Stockholders are incorporated by reference into
Part II and Part III.

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<PAGE>   2

                                COX RADIO, INC.

                          2000 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...........................................   24
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...................................   26
Item 7A     Quantitative and Qualitative Disclosure About Market Risk...   32
Item 8.     Financial Statements and Supplementary Data.................   34
Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure....................................   57
                                PART III
Item 10.    Directors and Executive Officers............................   57
Item 11.    Executive Compensation......................................   57
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management..................................................   57
Item 13.    Certain Relationships and Related Transactions..............   57
                                PART IV
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form
            8-K.........................................................   57
Signatures  ............................................................   60
</TABLE>

                                        i
<PAGE>   3

                                     PART I

ITEM 1.  BUSINESS

     Cox Radio, Inc. is the fourth largest radio broadcasting company in the
United States, based on net revenues. Cox Radio, upon completion of all pending
transactions, will own or operate, or provide sales and marketing services for,
83 radio stations (68 FM and 15 AM) clustered in 18 markets.

     Cox Radio is an indirect majority-owned subsidiary of Cox Enterprises, Inc.
Cox Enterprises indirectly owns approximately 63% 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 2000 revenues of approximately $7.8 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. During
the past five years, the 18 markets in which Cox Radio's stations operate have
demonstrated a compounded annual revenue growth rate of 29.1%, which is greater
than the compounded annual revenue growth rate for the U.S. radio industry as a
whole of 12.4%, which was calculated using revenue information obtained from the
Radio Advertising Bureau.

     Cox Radio's April 1997 acquisition of NewCity Communications, Inc. enhanced
the clustering of Cox Radio's radio stations by increasing the total number of
markets in which Cox Radio owned and/or operated stations to 12 and by
strengthening its penetration in those markets. The NewCity Communications
acquisition created a platform for additional strategic acquisitions that
further clustered radio stations in Cox Radio's markets. In 1998, Cox Radio
added an operating market when it acquired four radio stations in Long Island,
New York. In May 1999, Cox Radio swapped its stations serving the Syracuse, New
York market for additional stations serving the Tampa, Florida and Louisville,
Kentucky markets. In November 1999, Cox Radio added another operating market
when it acquired four radio stations in Honolulu, Hawaii. In August 2000, Cox
Radio exchanged two stations serving the Los Angeles market for additional
stations serving the Southern Connecticut, Atlanta, and Miami markets, as well
as six radio stations in a new market, Jacksonville, Florida. Also in August
2000, Cox Radio added two new operating markets when it acquired three radio
stations in Houston, Texas, and four radio stations in Richmond, Virginia. In
February 2001, Cox Radio enhanced its Sunbelt presence when it acquired two new
stations in Greenville, South Carolina and one additional owned station and an
additional operated station in Richmond, Virginia. Pending the consummation of
all announced transactions, Cox Radio will own and/or operate or provide sales
and marketing services for stations in a total of 18 markets. Cox Radio operates
three or more stations in 15 of its 18 markets.

     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 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
<PAGE>   4

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 49 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.

     Cox Radio's senior operating management is comprised of five individuals
with an average of over 27 years of experience in the radio broadcasting
industry, including an average of over 10 years with Cox Radio. Cox Radio
believes that this 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.

     During 1998, Cox Radio began syndicating radio broadcast programming,
including the stock market investment advice show The Motley Fool, consumer
advocate Clark Howard, 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 American sells 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.

     During 2000, Cox Radio created a new division, Cox Radio Interactive
(CXRi), whose purpose is to design, develop and assist Cox Radio's radio markets
with their 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 consummated and pending 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 1998, Cox Radio entered into an agreement to assign to an
unrelated third party its option to purchase KRIO-FM serving the San Antonio,
Texas market for an aggregate consideration of $0.3 million. This disposition
was consummated in May 1998.

     In March 1998, Cox Radio acquired KONO-FM and KONO-AM in San Antonio, Texas
for consideration of $23 million.

     In May 1998, Cox Radio acquired the assets of radio stations WBLI-FM,
WBAB-FM, WHFM-FM and WGBB-AM, serving the Nassau-Suffolk (Long Island), New York
market, for consideration of $48 million.

     In October 1998, Cox Radio consummated the acquisition of radio stations
WDPT-FM (formerly WCLR-FM), WDTP-FM (formerly WZLR-FM) and WPTW-AM serving the
Dayton, Ohio market for consideration of approximately $6.3 million. Cox Radio
had been operating these stations pursuant to an LMA since December 1997.

     In November 1998, Cox Radio consummated the acquisition of radio stations
WBHJ-FM and WBHK-FM in Birmingham, Alabama for an aggregate consideration of $17
million. Cox Radio had been operating these stations pursuant to an LMA since
August 1997.
                                        2
<PAGE>   5

     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 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 WRLR-FM (formerly
WEDA-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 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 its trust 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.

     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.

                                        3
<PAGE>   6

     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 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
$244.6 million after-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.

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and
WJMZ-FM and 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, also serving the Richmond, Virginia
market. In addition, Cox Radio is a guarantor of the buyer's financing for the
acquisition of this station.

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida
for $5 million.

     In February 2001, Cox Radio entered into an agreement to dispose of the
assets of KGTO-AM serving Tulsa, Oklahoma for $0.5 million. This station will be
operated by the buyer under a time brokerage agreement. Pending customary
regulatory approvals, Cox Radio anticipates consummating this transaction in the
second quarter of 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.

                                        4
<PAGE>   7

     The following table summarizes certain information relating to radio
stations owned or operated by Cox Radio, assuming the consummation of all
pending transactions:

<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
                                                   Adults
  WSB-AM                 News/Talk                 35-64             11.9            1               8.6            2
  WSB-FM                 Adult Contemporary        Women 25-54        8.1            3               6.4            4
  WALR-FM (formerly                                Adults
    WJZF-FM)             Urban                     25-54              6.2            5               6.2            5
                                                   Adults
  WBTS-FM                Contemporary Hit Radio    18-34              5.0            6               2.3           16
                                                   Adults
  WFOX-FM                Oldies                    35-54              5.0            9               3.6           11
BIRMINGHAM
                                                   Adults
  WZZK-FM                Country                   25-54              8.0            2               8.0            2
                                                   Adults
  WRJS-AM                Gospel                    25-54              0.1           34               0.1           34
                                                   Adults
  WODL-FM                Oldies                    35-54              7.4            3               5.5            6
                                                   Adults
  WBHJ-FM                Contemporary Hit Urban    18-34             15.2            1               5.3            7
  WBHK-FM                Urban
                                                   Adults
                         Adult Contemporary        25-54             11.5            1              11.5            1
                                                   Adults
  WAGG-AM                Gospel                    35-54              4.6            7               4.1           10
  WRLR-FM                Active Rock               Men 18-34         10.6            3               3.0           14
DAYTON
                                                   Adults
  WHIO-AM                News/Talk                 35-54              4.6            8               3.9            9
                                                   Adults
  WHKO-FM                Country                   25-54              9.8            2               9.8            2
  WDPT-FM (formerly                                Adults
    WCLR-FM)             Oldies                    25-54              2.2           11               2.2           11
  WDTP-FM (formerly                                Adults
    WZLR-FM)             Oldies                    25-54               --(2)        --(2)             --(2)        --(2)
GREENVILLE/SPARTANBURG
                                                   Adults
  WJMZ-FM                Urban                     25-54              9.5            2               9.5            2
  WPEK-FM                TBD                       TBD                 --(3)        --(3)             --(3)        --(3)
HONOLULU
                                                   Adults
  KRTR-FM                Adult Contemporary        25-54              7.7            4               7.7            4
  KRTR-AM (formerly                                Adults
    KGMZ-AM)             Adult Contemporary        25-54               --(4)        --(4)             --(4)        --(4)
                                                   Adults
  KXME-FM                Rhythmic Top 40           18-34              9.0            4               3.2           12
                                                   Adults
  KGMZ-FM (5)            Oldies                    35-64              7.0            6               5.4            7
                                                   Adults
  KINE-FM                Adult Contemporary        25-54              7.4            5               7.4            5
                                                   Adults
  KCCN-FM                Contemporary Hit Radio    18-34             10.1            3               8.8            2
                                                   Adults
  KCCN-AM                News/Talk/Sports          35-64              2.0           15               1.4           19
HOUSTON
                                                   Adults
  KLDE-FM                Oldies                    25-54              3.9            9               3.9            9
  KTHT-FM (formerly                                Adults
    KKTL-FM)             Rhythmic Top 40           18-34               --(6)        --(6)             --(6)        --(6)
                                                   Adults
  KKBQ-FM                Country                   25-54              2.7           14               2.7           14
  KHPT-FM (formerly                                Adults
    KKHT-FM)             80's and more             25-54               --(6)        --(6)             --(6)        --(6)
JACKSONVILLE
  WAPE-FM                Contemporary Hit Radio    Women 25-44       12.9            1               8.0            3
  WFYV-FM                Classic Rock              Men 25-54         16.2            1              10.6            1
                                                   Adults
  WKQL-FM                Oldies                    35-54              9.3            1               6.8            4
                                                   Adults
  WMXQ-FM                80's Hits                 25-44              4.3            9               4.0           10
  WBWL-AM                Sports Talk               Men 18-49          1.8           16               1.1           19
                                                   Adults
  WOKV-AM                News/Talk                 35-64              6.0            6               4.0           10
LONG ISLAND
  WBLI-FM                Contemporary Hit Radio    Women 25-54        6.6            2               4.5            4
  WBAB-FM                Album Oriented Rock       Men 25-54          6.9            3               5.3            3
  WHFM-FM                Album Oriented Rock       Men 25-54           --(7)        --(7)             --(7)        --(7)
</TABLE>

                                        5
<PAGE>   8

<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>
LOUISVILLE
                                                   Adults
  WRKA-FM                Oldies                    35-54              6.0            4               4.5            9
                                                   Adults
  WVEZ-FM                Adult Contemporary        25-54              6.3            4               6.3            4
                                                   Adults
  WSFR-FM                Classic Rock              25-54              6.1            5               6.1            5
  WPTI-FM (formerly                                Adults
    WMHX-FM)             80's Hits                 25-54              3.3           11               3.3           11
MIAMI
                                                   Adults
  WFLC-FM                Hot Adult Contemporary    25-54              4.1            7               4.1            7
                                                   Adults
  WHQT-FM                Urban Adult               25-54              5.7            2               5.7            2
                         Contemporary
                                                   Adults
  WEDR-FM                Urban Adult               25-54              6.8            1               6.8            1
                         Contemporary
                                                   Adults
  WTMI-FM                Classical                 25-54              1.8           20               1.8           20
ORLANDO
                                                   Adults
  WDBO-AM                News/Talk                 35-54              5.8            8               4.4           12
                                                   Adults
  WWKA-FM                Country                   25-54              6.3            3               6.3            3
                                                   Adults
  WCFB-FM                Urban Adult               25-44              6.1            5               5.8            6
                         Contemporary
  WHTQ-FM                Classic Rock              Men 25-44          7.8            3               5.4            8
                                                   Adults
  WMMO-FM                Rock Adult Contemporary   25-44              6.1            5               5.9            5
                                                   Adults
  WPYO-FM                Contemporary Hit Radio    18-24             12.2            4               2.4           16
RICHMOND
                                                   Adults
  WKHK-FM                Country                   25-54              5.8            7               5.8            7
                                                   Adults
  WKLR-FM                Classic Rock              25-54              6.9            4               6.9            4
                                                   Adults
  WMXB-FM                Hot Adult Contemporary    25-54              5.9            5               5.9            5
  WVBB-AM (formerly                                Adults
    WTVR-AM)             Nostalgia                 25-54              0.3           31               0.3           31
                                                   Adults
  WDYL-FM                Alternative               18-34              5.0            8               2.4           14
  WARV-FM (5)            TBD                       TBD                 --(3)        --(3)             --(3)        --(3)
SAN ANTONIO
                                                   Adults
  KCYY-FM                Country                   25-54              5.2            8               5.2            8
                                                   Adults
  KKYX-AM                Classic Country           35-64              1.8           18               1.0           21
                                                   Adults
  KCJZ-FM                Rhythmic Oldies           35-44              4.8            8               4.0           11
                                                   Adults
  KISS-FM                Album Oriented Rock       18-49               10            1               7.0            2
                                                   Adults
  KSMG-FM                Hot Adult Contemporary    25-54              5.6            6               5.6            6
                                                   Adults
  KONO-FM                Oldies                    25-54              6.2            4               6.2            4
                                                   Adults
  KONO-AM                Oldies                    25-54               --(8)        --(8)             --(8)        --(8)
SOUTHERN CONNECTICUT
  Bridgeport/Fairfield
  County
                                                   Adults
  WEZN-FM                Adult Contemporary        25-54             13.0            1              13.0            1
  New Haven
  WPLR-FM                Album Oriented Rock       Men 25-54         14.1            1              10.4            1
                                                   Adults
  WYBC-FM (5)            Urban Adult               25-54              6.4            4               6.4            4
                         Contemporary
  Stamford-Norwalk
                                                   Adults
  WEFX-FM                Classic Rock              25-44              5.6            3               4.4            6
                                                   Adults
  WKHL-FM                Oldies                    25-54              4.4            6               4.4            6
                                                   Adults
  WNLK-AM                News/Talk/Sports          25-54              0.0           43               0.0           43
                                                   Adults
  WSTC-AM                News/Talk/Sports          25-54              0.9           31               0.9           31
TAMPA
  WWRM-FM                Soft Adult Contemporary   Women 35-54        5.9            5               4.3           11
                                                   Adults
  WBBY-FM                Rock Adult Contemporary   25-44              4.5           10               4.2           12
                                                   Adults
  WSUN-FM                Alternative               18-34              0.9           20               2.2           18
                                                   Adults
  WFJO-FM                Jammin' Hits              25-44              4.6            9               4.4            9
  WHPT-FM                Classic Rock              Men 25-54          6.1            4               4.2           12
  WDUV-FM                Easy Listening            Adults 45+        19.6            1               2.9           16
</TABLE>

                                        6
<PAGE>   9

<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>
TULSA
                                                   Adults
  KRMG-AM                News/Talk                 35-54              8.2            3               6.9            3
                                                   Adults
  KWEN-FM                Country                   25-54              6.9            3               6.9            3
                                                   Adults
  KJSR-FM                Classic Rock              25-54              6.4            7               6.4            7
  KRAV-FM                Adult Contemporary        Women 25-54        9.0            2               6.9            3
  KRTQ-FM                Active Rock               Men 18-34          9.3            3               3.1           12
</TABLE>

Source: Arbitron Market Reports four-book average for Winter 2000, Spring 2000,
Summer 2000 and Fall 2000.
---------------

(1) Metropolitan market served; city of license may differ.
(2) Audience share and audience rank information for WDPT-FM and WDTP-FM are
    combined because the stations are simulcast.
(3) The station format and target demographic group have yet to be determined;
    therefore, no audience share and audience rank information are available.
(4) Audience share and audience rank information for KRTR-FM and KRTR-AM are
    combined because the stations are simulcast.
(5) Station operated by Cox Radio under a JSA.
(6) The station format was changed during 2000; therefore, the station's
    audience share and audience rank information for 2000 are not applicable.
(7) Audience share and audience rank information for WBAB-FM and WHFM-FM are
    combined because the stations are simulcast.
(8) Audience share and audience rank information for KONO-FM and KONO-AM are
    combined because the stations are simulcast.

WSB, INC. AND WHIO, INC. MERGERS

     WHIO, Inc., a Delaware corporation, and WSB, Inc., a Delaware corporation,
both of which were wholly-owned subsidiaries of Cox Radio, were merged with and
into Cox Radio on November 1, 1998, and November 10, 1998, respectively.

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. A majority of the
Federal Communications Commission licenses, permits and authorizations for the
radio stations owned by Cox Radio are held by CXR Holdings, Inc.

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.

                                        7
<PAGE>   10

     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 are supported by a lean corporate staff which employs a
management philosophy emphasizing:

     - Market research and targeted programming;

     - A customer-focused selling strategy; 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, Jacksonville and Tulsa; "Rush Limbaugh" in Dayton, Jacksonville and
Tulsa; "The Clark Howard Show" in Atlanta, Dayton, Jacksonville, Orlando,
Southern Connecticut and Tulsa; "Neal Boortz" in Atlanta, Dayton, Jacksonville,
Orlando, Southern Connecticut and Tulsa; "Lex and Terry" in Birmingham,
Jacksonville and Louisville; the Atlanta Braves in Atlanta; the Jacksonville
Jaguars in Jacksonville; and the Orlando Magic in Orlando.

     Customer-Focused Selling Strategy.  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 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.

                                        8
<PAGE>   11

     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 Long-Term
Incentive Plan. See Note 11 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 recent changes in
federal regulations will allow Cox Radio to continue to pursue its acquisition
strategy. The Telecommunications Act of 1996 removed the limit on the number of
radio stations an operator may own nationwide and increased the number of radio
stations an operator may own in a single market. As a result of this
legislation, the competitive landscape in the radio broadcasting industry is
changing. Management believes that larger, well-capitalized companies with
experienced management, such as Cox Radio, are best positioned to take advantage
of this changing environment. 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 also 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 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, presenting 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
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 generated from 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 and has generally
grown at a rate faster than the Gross National Product. With the exception of
1991, when total radio advertising revenue fell by approximately
                                        9
<PAGE>   12

2.8% compared to the prior year, advertising revenue has risen in each of the 15
years through 2000 (the most recent year for which this information is
available), more rapidly than both inflation and the Gross National Product.
Total domestic radio advertising revenue in 2000 of $19.8 billion, as reported
by the Radio Advertising Bureau, was at its highest level in the industry's
history.

     According to the Radio Advertising Bureau's Radio Marketing Guide and Fact
Book for Advertisers, 2000-2001, every week radio reaches approximately 95% of
all Americans over the age of 12. More than one-half of all radio listening is
done outside the home, in contrast to other advertising media, and radio reaches
82% of adults 18 and older in the car each week. The average listener spends
approximately 21 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 80% 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.

     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. Recent 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.

                                        10
<PAGE>   13

     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 also uses competitive bidding
procedures (auctions) to select among mutually exclusive applicants for new
broadcast stations and major changes to existing stations.

     Cox Radio's stations compete for advertising revenue with other radio
stations and with other electronic, broadcast and print media. 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 also could create 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 cannot 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 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.

                                        11
<PAGE>   14

  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), assuming the consummation
of all pending transactions:

<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 (formerly WJZF-FM)       104.1 MHz     4/1/04     C1          371 m         60 kw
  WBTS-FM                          95.5 MHz      4/1/04     C1          295 m         100 kw
  WFOX-FM                          97.1 MHz      4/1/04      C          483 m         100 kw
BIRMINGHAM
  WZZK-FM                          104.7 MHz     4/1/04      C          396 m         100 kw
  WODL-FM                          106.9 MHz     4/1/04      C          351 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
  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
  WRLR-FM                          97.3 MHz      4/1/04      A          306 m         0.64 kw
DAYTON
  WHIO-AM                          1290 KHz     10/1/04      B          N.A           5 kw
  WHKO-FM                          99.1 MHz     10/1/04      B          325 m         50 kw
  WDPT-FM (formerly WCLR-FM)       95.7 MHz     10/1/04      B          145 m         50 kw
  WDTP-FM (formerly WZLR-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
  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
  KRTR-AM (formerly KGMZ-AM)       1460 KHz      2/1/06      B          N.A           5 kw
  KINE-FM                          105.1 MHz     2/1/06      C          599 m         100 kw
  KCCN-FM                          100.3 MHz     2/1/06      C          599 m         100 kw
  KCCN-AM                          1420 KHz      2/1/06      B          N.A           5 kw
HOUSTON
  KLDE-FM                          107.5 MHz     8/1/05      C          601 m         98 kw
  KTHT-FM (formerly KKTL-FM)       97.1 MHz      8/1/05      C          458 m         100 kw
  KKBQ-FM                          92.9 MHz      8/1/05      C          585 m         100 kw
  KHPT-FM (formerly KKHT-FM)       106.9 MHz     8/1/05      C          579 m         100 kw
</TABLE>

                                        12
<PAGE>   15

<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>
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
  WBWL-AM                          600 KHz       2/1/04      B          N.A           5 kw
  WOKV-AM                          690 MHz       2/1/04      B          N.A           50 kw day
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
  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
  WVEZ-FM                          106.9 MHz     8/1/04      B          204 m         24.5 kw
  WPTI-FM (formerly WMHX-FM)       103.9 MHz     8/1/04      A          149 m         1.35 kw
MIAMI
  WFLC-FM                          97.3 MHz      2/1/04      C          307 m         100 kw
  WHQT-FM                          105.1 MHz     2/1/04      C          307 m         100 kw
  WEDR-FM                          99.1 MHz      2/1/04     C1          280 m         100 kw
  WTMI-FM                          93.1 MHz      2/1/04      C          307 m         100 kw
ORLANDO
  WDBO-AM                          580 KHz       2/1/04      B          N.A           5 kw
  WWKA-FM                          92.3 MHz      2/1/04      C          408 m         100 kw
  WCFB-FM                          94.5 MHz      2/1/04      C          448 m         100 kw
  WHTQ-FM                          96.5 MHz      2/1/04      C          487 m         100 kw
  WMMO-FM                          98.9 MHz      2/1/04     C2          159 m         44 kw
  WPYO-FM                          95.3 MHz      2/1/04      A          144 m         2.9 kw
RICHMOND
  WKHK-FM                          95.3 MHz     10/1/03     B1          120 m         17.5 kw
  WKLR-FM                          96.5 MHz     10/1/03      B          138 m         50 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
  WVBB-AM (formerly WTVR-AM)       1380 KHz     10/1/03      B          N.A           5 kw
  WDYL-FM                          101.1 MHz    10/1/03      A          100 m         6 kw
SAN ANTONIO
  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
  KONO-AM                          860 KHz       8/1/05      B          N.A           5 kw day
                                                                                      0.9 kw night
  KONO-FM                          101.1 MHz     8/1/05     C1          302 m         98 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          99 m          1.8 kw
Stamford-Norwalk
  WEFX-FM                          95.9 MHz      4/1/06      A          91 m          3 kw
  WKHL-FM                          96.7 MHz      4/1/06      A          100 m         3 kw
  WNLK-AM                          1350 KHz      4/1/06      B          N.A           1 kw day
                                                                                      0.5 kw day
  WSTC-AM                          1400 KHz      4/1/06      C          N.A           0.78 kw
TAMPA
  WWRM-FM                          94.9 MHz      2/1/04      C          392 m         100 kw
  WBBY-FM                          107.3 MHz     2/1/04     C1          182 m         100 kw
  WSUN-FM                          97.1 MHz      2/1/04     C2          224 m         11.5 kw
  WHPT-FM                          102.5 MHz     2/1/04      C          503 m         100 kw
  WFJO-FM                          101.5 MHz     2/1/04      C          414 m         100 kw
  WDUV-FM                          105.5 MHz     2/1/04     C1          410 m         46 kw
</TABLE>

                                        13
<PAGE>   16

<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>
TULSA
  KWEN-FM                          95.5 MHz      6/1/05      C          405 m         100 kw
  KJSR-FM                          103.3 MHz     6/1/05      C          390 m         100 kw
  KRAV-FM                          96.5 MHz      6/1/05      C          405 m         100 kw
  KRMG-AM                          740 KHz       6/1/05      B          N.A           50 kw day
                                                                                      25 kw night
  KRTQ-FM                          102.3 MHz     6/1/05     C2          150 m         50 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.

  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 FCC in several
reconsideration orders adopted in December 2000. These recent rule modifications
have not yet become effective and remain subject to appeal. 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 its most recent rule
modifications, the FCC 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. This new rule applies to all minority stock interests acquired
on or after December 14, 2000. Minority interests acquired prior to December 14,
2000 are grandfathered until the interest is transferred or assigned. 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 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

                                        14
<PAGE>   17

grandfathered and thus do not constitute attributable ownership interests. The
FCC 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;
          - Washington, D.C.;
          - 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 broadcast stations other than through Cox Radio and
its subsidiaries.

  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;

                                        15
<PAGE>   18

          (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
with the jurisdiction of the Act, and the Antitrust Division has, in some cases,
obtained consent decrees requiring radio station divestitures in a particular
market based on concerns that acquisitions would lead to unacceptable
concentration levels. The Federal Communications Commission also has become more
aggressive in independently examining 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
concentration concerns, 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 giving
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.

     The Federal Communications Commission has commenced a rulemaking to
consider alternative methods for defining a local radio market and thereby for
determining the total number of stations a single entity is permitted to own in
a local market. Rather than using the current contour overlap standard, the
Federal Communications Commission is considering using commercially determined
market definitions, such as Arbitron, or using a more restrictive contour
overlap standard. Cox Radio cannot predict the ultimate outcome of this
proceeding or its impact on Cox Radio's business and operations.

     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, etc., subject to the licensee of each
station maintaining independent control over the programming and station
operations of its own station and subject to

                                        16
<PAGE>   19

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.

  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 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 with
at least 30 independent media voices, provided the Federal Communications
Commission finds the transaction 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
effects 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 two 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.

                                        17
<PAGE>   20

  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 FCC
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 standards of waiving the daily newspaper/broadcast
cross-ownership rule and clarifying application of the local radio ownership
rules. The FCC has only commenced a rulemaking with respect to the local radio
ownership rule, as described above.

     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 any of
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.

  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 Opportunities Requirements

     In April 2000, the Federal Communications Commission adopted new equal
employment opportunity rules for broadcasters. The Federal Communications
Commission's new 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 D.C.
Circuit recently struck down the recruitment, outreach and reporting portions of
the EEO rules as unconstitutional. The Federal Communications Commission has
petitioned for rehearing of the court's decision, but the Federal Communications
Commission suspended enforcement of the rules in the interim. The prohibition
against discrimination in employment matters remains in effect.

                                        18
<PAGE>   21

  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;

     - 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;

     - 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 cannot predict what other matters might be considered in the
future, nor can it judge in advance what impact, if any, the implementation of
any of these proposals or changes might have on its business.

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, 2000, Cox Radio employed 1,616 full-time and 641
part-time employees. The employee relations environment of Cox Radio is
satisfactory, and there are no collective bargaining agreements in effect within
the company.
                                        19
<PAGE>   22

     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.

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:

     - 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;

     - Competition;

     - Our success in executing and integrating acquisitions;

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

     - 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.

                                        20
<PAGE>   23

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 stations and the
opportunistic acquisition of additional radio stations. In addition to the
pending transactions described herein, 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.
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.
Although Cox Radio has entered into definitive agreements regarding the pending
transactions described herein, there can be no assurance that any of the pending
transactions will be consummated. Consummation of the pending transactions is
subject to certain closing conditions, including the receipt of Federal
Communications Commission approvals, which receipt cannot be assured.

     A significant portion of Cox Radio's business historically has been
conducted in the Atlanta market. Revenues earned from radio stations located in
Atlanta represented 29%, 24% and 22% of total revenues for the years ended
December 31, 2000, 1999 and 1998, respectively. Cox Radio continues to expand
into new markets to 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 stations' 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. Recent changes in the law and in Federal
Communications Commission rules and policies 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. No assurance can be given that any of Cox
Radio's stations will be able to maintain or increase their current audience
ratings and 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

                                        21
<PAGE>   24

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 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 63%
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 approval 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 corporate offices are located 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;

                                        22
<PAGE>   25

     - Long Island;
     - Louisville;
     - Orlando;
     - Richmond;
     - San Antonio;
     - Southern Connecticut;
     - Tampa; and
     - Tulsa.

     Cox Radio leases transmitter and antenna sites in:

     - Atlanta;
     - Birmingham;
     - Dayton;
     - Greenville;
     - 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;
     - Orlando;
     - 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.

                                        23
<PAGE>   26

     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

     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>   27

                                    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 2000 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, 2000, 1999, 1998, 1997, and 1996 have been derived from audited
Consolidated Financial Statements of Cox Radio.

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                               ------------------------------------------------
                                                 2000       1999      1998      1997      1996
                                               --------    ------    ------    ------    ------
                                                 (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                            <C>         <C>       <C>       <C>       <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues(1)..............................  $  369.4    $300.5    $261.2    $199.6    $132.9
Station operating expenses...................     221.6     183.9     167.0     129.8      91.9
Corporate general and administrative
  expenses...................................      13.3      10.1       8.4       6.9       5.3(2)
Depreciation and amortization................      43.0      29.1      23.4      17.4       8.1
(Gain) on sales of assets and radio
  stations...................................    (474.5)    (40.5)       --     (49.1)     (2.0)
                                               --------    ------    ------    ------    ------
Operating income.............................     566.0     117.9      62.4      94.6      29.6
Interest expense, net........................      32.5      22.8      16.9       9.4       4.6
Net income...................................     305.9      55.3      23.0      49.7      14.9
Basic income per common share(3).............      3.28      0.64      0.27      0.58      0.23
Diluted income per common share(3)...........      3.26      0.64      0.27      0.58      0.23
OTHER OPERATING DATA:
Broadcast cash flow(4).......................  $  147.8    $116.6    $ 94.2    $ 69.8    $ 41.0
Broadcast cash flow margin(4)................      40.0%     38.8%     36.1%     35.0%     30.9%
EBITDA(4)....................................  $  134.5    $106.5    $ 85.8    $ 62.9    $ 35.7
After-tax cash flow(4).......................      77.0      62.3      52.2      44.1      24.0
Net cash provided by operating activities....      67.7      56.1      47.2      42.2      26.9
Net cash used in investing activities........     752.8     179.1     115.1     285.1      62.6
Net cash provided by financing activities....     677.4     131.2      68.1     238.5      44.6
BALANCE SHEET DATA (END OF PERIOD):
Cash and cash equivalents....................  $    7.0    $ 14.7    $  6.5    $  6.2    $ 10.6(5)
Intangible assets, net.......................   2,103.0     829.3     590.7     518.9     138.1
Total assets.................................   2,317.8     986.6     753.1     654.6     261.7
Total debt (including amounts due from/to Cox
  Enterprises)...............................     737.5     437.2     269.9     232.6        --
</TABLE>

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

(1) Total revenues less advertising agency commissions.
(2) Certain executives participated in Cox Enterprises' Unit Appreciation Plan.
    Because Cox Enterprises is, and Cox Radio was, a private company, the
    benefits under the Unit Appreciation Plan are generally payable in cash.
    This cash payment option has resulted in charges to compensation expense of
    $2.5 million for the year ended December 31, 1996. This compensation expense
    is included in historical corporate general and administrative expenses.
    Public companies traditionally implement stock award plans that provide for
    the issuance of stock to participants and do not result in compensation
    expense under accounting standards followed by Cox Radio. Cox Radio
    implemented the Cox Radio Long-Term Incentive Plan in 1996 and, therefore,
    has not incurred this expense since 1996.
(3) Basic and diluted net income per common share for the years ended December
    31, 1999, 1998, 1997 and 1996 have been restated to give effect to a
    three-for-one stock split effective May 19, 2000.
                                        25
<PAGE>   28

(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. "EBITDA" is operating income excluding the gain
    on sales of assets and radio stations plus depreciation and amortization.
    "After-tax cash flow" is income before extraordinary items excluding gain on
    sales of assets and radio stations plus depreciation and amortization.
    Although broadcast cash flow, broadcast cash flow margin, 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.
(5) 1996 amount includes $9.1 million in restricted cash, representing the net
    proceeds from disposition of WIOD-AM in Miami, net of the cash used for the
    acquisition of KRAV-FM and KGTO-AM in Tulsa.

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>
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(1)  26,974     455,575(2)(3)   21,447
Net income.....................................   32,868     13,467     254,880(3)       4,722
Net income per common share -- basic(6)........     0.38       0.15        2.57(3)        0.05
Net income per common share -- diluted(6)......     0.38       0.15        2.55(3)        0.05
1999
Net revenues...................................  $60,373    $78,585    $ 79,754       $ 81,782
Corporate general and administrative
  expenses.....................................    2,186      2,409       2,673          2,770
Depreciation and amortization..................    6,358      6,856       7,544          8,354
Operating income...............................   11,160     61,223(4)   23,776(5)      21,775
Net income.....................................    3,824     32,674      10,060          8,702
Net income per common share -- basic(6)........     0.04       0.38        0.12           0.10
Net income per common share -- diluted(6)......     0.04       0.38        0.12           0.10
</TABLE>

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

(1) Includes a pre-tax gain on the sale the sale of KACE-FM and KRTO-FM in Los
    Angeles, California of approximately $46.6 million.
(2) Includes a pre-tax gain on the exchange of KFI-AM and KOST-FM in Los
    Angeles, California of approximately $429.9 million.
(3) Amounts have been restated as reflected in Cox Radio's 10-Q/A for the
    quarter ended September 30, 2000.
(4) Includes a pre-tax gain on the sale of Cox Radio's stations in Syracuse, New
    York of approximately $39.2 million.
(5) Includes a pre-tax gain on the sale of WRVI-FM and WLSY-FM in Louisville,
    Kentucky of approximately $1.6 million.
(6) Basic and diluted net income per common share for the quarters in the year
    ended December 31, 1999 and the first quarter of 2000 have been restated to
    give effect to a three-for-one stock split effective May 19, 2000.

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 63% of the common stock of
Cox Radio and has approximately 94% of the voting power of Cox Radio.

                                        26
<PAGE>   29

     The performance of a radio station group, such as Cox Radio, is customarily
measured by its ability to generate Broadcast Cash Flow, EBITDA and After-tax
Cash Flow. Broadcast Cash Flow is net revenues less station operating expenses.
EBITDA is operating income excluding the gain on sales of assets and radio
stations plus depreciation and amortization. After-tax Cash Flow is income
before extraordinary items excluding gain on sales of assets and radio stations
plus depreciation and amortization. Although Broadcast Cash Flow, 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
will be useful to investors. However, Broadcast Cash Flow, 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. Historically, approximately 72% 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.

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
currently owned or operated or for which sales and marketing services were
provided.

  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 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 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. In
addition, "same station" broadcast cash flow margin increased to 40.4% in 2000
from 36.1% for the prior year.
                                        27
<PAGE>   30

     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 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.

     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, a $244.6 million after-tax gain on the
exchange of KFI-AM and KOST-FM in Los Angeles, California and for the reasons
net revenues increased as discussed above.

  Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

       Net Revenues.  Net revenues increased $39.3 million to $300.5 million, a
15.0% increase over the prior year. This increase was primarily as a result of
the acquisition of radio stations in Long Island, New York; Tampa, Florida;
Louisville, Kentucky; Honolulu, Hawaii; Jacksonville, Florida; New Haven,
Connecticut; Stamford-Norwalk, Connecticut; Atlanta, Georgia; and Miami, Florida
and offset somewhat by the disposition of stations in Syracuse, New York and the
disposition of the operations of KFI-AM and KOST-FM in Los Angeles, California.
In addition, the stations in Atlanta, Georgia; Miami, Florida; and Orlando,
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 ended December 31 in both
1999 and 1998), net revenues increased $19.1 million to $202.7 million, an
increase of 10.4% over 1998.

     Station Operating Expenses.  Station operating expenses increased $17.0
million to $184.0 million, an increase of 10.2% 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 $5.6 million to $128.8 million, an increase of 4.6% over 1998.

     Broadcast Cash Flow.  Broadcast cash flow increased $22.3 million to $116.6
million, a 23.7% increase over 1998, for the reasons net revenues increased as
noted above. On a "same station" basis, broadcast cash flow increased by $13.5
million to $73.8 million, an increase of 22.3% over the prior year. In addition,
"same station" broadcast cash flow margin increased to 36.4% in 1999 from 32.9%
for the prior year.

     Corporate General and Administrative Expenses.  Corporate general and
administrative expenses increased $1.6 million to $10.1 million in 1999
primarily due to increased costs related to growth in the number of stations and
information technology costs.

     Operating Income.  Operating income increased $55.6 million to $117.9
million, an increase of 89% over 1998, primarily as a result of a $39.2 million
pre-tax gain on the sale of Cox Radio's stations in Syracuse, New York, a $1.6
million pre-tax gain on the sale of WRVI-FM and WLSY-FM in Louisville, Kentucky
and for the reasons net revenues increased as discussed above. In addition,
operating margin increased to 39.2% in 1999 from 23.9% in 1998.

     Interest Expense.  Interest expense for 1999 totaled $23.2 million as
compared to $17.6 million during 1998, primarily as a result of borrowings
incurred to complete Cox Radio's acquisitions during 1999 and 1998.

                                        28
<PAGE>   31

     Net Income.  Net income increased $32.2 million in 1999 to $55.3 million,
primarily as a result of a $23.5 million after-tax gain on the sale of Cox
Radio's stations in Syracuse, New York, a $0.9 million after-tax gain on the
sale of WRVI-FM and WLSY-FM in Louisville, Kentucky and for the reasons net
revenues increased as discussed above.

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, cash requirements have been funded on a temporary basis 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 .40%. Cox Enterprises continues to perform day-to-day
cash management services for Cox Radio. Cox Radio had approximately $17.3
million in amounts due from Cox Enterprises at December 31, 2000 and
approximately $17.1 million in amounts due to Cox Enterprises at December 31,
1999.

     On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior,
unsecured revolving credit facility with certain guarantors and banks, including
Texas Commerce Bank National Association as the Administrative Agent,
Nationsbank of Texas, N.A. as the Syndications Agent, and Citibank, N.A. as the
Documentation Agent. The interest rate was based on the London Interbank Offered
Rate plus a spread determined by the ratio of Cox Radio's debt to EBITDA. This
facility included a commitment fee on the unused portion of the total amount
available of .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. At
December 31, 1999, Cox Radio had approximately $220 million of outstanding
indebtedness and approximately $80 million available under the bank credit
facility. Borrowings under the bank credit facility approximated fair value
based upon current borrowing rates available to Cox Radio. The interest rate
applied to amounts due under the bank credit facility was 6.9% at December 31,
1999. This bank credit facility contained, among other provisions, specified
requirements as to the ratio of debt to EBITDA and the ratio of EBITDA to
interest expense. At December 31, 1999, Cox Radio was in compliance with these
covenants. On June 27, 2000, all amounts previously outstanding under this
facility were repaid with a portion of the net proceeds from the offering of
Class A common stock 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
Syndications Agent, and Citibank, N.A. as the Documentation Agent. The interest
rate for each facility is based on the Federal funds borrowing rate plus  1/2%;
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
 .1% to .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, 2000, Cox Radio was in compliance with the covenants. At December
31, 2000, Cox Radio had approximately $350 million of outstanding indebtedness
under the five-year facility with no additional amounts available, and $205
million of outstanding indebtedness under the 364-day facility with $145 million
available. The outstanding balance under the 364-day facility has been
classified as long-term debt on the consolidated balance sheet as Cox Radio has
the intent and ability to refinance this amount on a long-term basis. The
interest rate applied to amounts due under the bank credit facilities was 7.475%
at December 31, 2000.

     On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended, (the "Securities Act"), which
were later exchanged for notes registered under the Securities Act. The notes
                                        29
<PAGE>   32

consisted of $100 million principal amount of 6.25% notes due in 2003 and $100
million principal amount of 6.375% notes due in 2005. Pursuant to the
Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its
then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor
of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc.,
and J.P. Morgan Securities, Inc., on December 14, 1998, an exchange offer was
consummated pursuant to which Cox Radio exchanged $200 million principal amount
of the notes originally sold on May 26, 1998, for an aggregate of $200 million
principal amount of notes (the terms and form of which are the same in all
material respects as the original notes, except as to restrictions on transfer)
which have been registered under the Securities Act. As a result of the mergers
of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no
longer guarantors of the notes. As a result of the transfer of certain Federal
Communications Commission licenses, permits and authorizations held by Cox Radio
to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings
became a guarantor of the notes on February 1, 1999. At December 31, 2000 and
December 31, 1999, the estimated fair value of these notes was approximately
$197.9 million and $191.0 million, respectively, based on quoted market prices.

     In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under its bank credit facility.
Pursuant to the interest rate swap agreements, Cox Radio exchanged its floating
rate interest obligations on an aggregate of $100 million in principal amount at
an average fixed rate of 6.23% per annum having an average maturity of 6.25
years. The fixing of interest rates for this period reduces Cox Radio's exposure
to the uncertainty of floating interest rates. The differential paid or received
on the interest rate swap agreements is recognized as an adjustment to interest
expense. The counterparties to these interest rate swap agreements are a diverse
group of major financial institutions. Cox Radio is exposed to credit loss in
the event of nonperformance by these counterparties. However, Cox Radio does not
anticipate nonperformance by these counterparties nor would we 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 as
discussed in Note 3 to the consolidated financial statements included herein,
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 above. Concurrent with the
redesignation of these swaps, Cox Radio recorded a non-cash, mark-to-market
unrealized loss of $0.6 million, which represents the difference in the fair
value of the interest rate swap agreements from June 30, 2000 to August 4, 2000.
At December 31, 2000, $75 million of the interest rate swap agreements were
still outstanding at an average rate of 6.28% per annum having an average
maturity of 4 years. The estimated fair value of the interest rate swap
agreements, based on current market rates, approximated a net payable of $1.2
million at December 31, 2000, and a net receivable of $1.9 million at December
31, 1999.

     On May 2, 2000, Cox Radio's universal shelf registration statement filed
with the Securities and Exchange Commission on Form S-3 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 evidences of indebtedness, 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. See Note 3 to the consolidated financial
statements included herein for a

                                        30
<PAGE>   33

discussion of an offering of Class A common stock during the second quarter of
2000 under the universal shelf registration statement of Cox Radio.

     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 net proceeds of approximately $247.7 million and used
the proceeds to repay outstanding indebtedness under its credit facilities.

     On March 6, 2000, Cox Radio was named as a defendant in a putative class
action suit filed in the state court of Gwinnett County, Georgia, alleging
violations of the federal Telephone Consumer Protection Act and related Georgia
telemarketing laws. The complaint sought statutory damages in the amount of
$1,500, plus actual and punitive damages and attorneys' fees, on behalf of each
person "throughout the State of Georgia" who received an unsolicited
pre-recorded telephone message delivering an "advertisement" from a Cox Radio
radio station. On May 1, 2000, the lawsuit was dismissed without prejudice.
Counsel for the plaintiff has indicated his intention to file a similar action
against Cox Radio at a later date.

     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 pending or other 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 Cox Radio
securities.

     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
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
provided by operating activities for 1998 increased $5.0 million over 1997 to
$47.2 million, primarily as a result of an increase in net income, excluding the
gain on WCKG-FM and WYSY-FM in Chicago, Illinois 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 and the net change in
amounts due to or from Cox Enterprises.

     Net cash 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.

     Cox Radio has contractual commitments for sports programming and on-air
personalities of $16.7 million, $17.4 million, $16.8 million, $16.3 million, and
$2.7 million for 2001, 2002, 2003, 2004, and 2005, respectively, which are
expected to be funded through operations.

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.

                                        31
<PAGE>   34

NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standards ("SFAS") 133, Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS 137,
Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133, and SFAS 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, is effective for Cox
Radio as of January 1, 2001. SFAS No. 133 requires that an entity recognize all
derivatives as either assets or liabilities measured at fair value. In addition,
all derivatives used in hedging activities must be designated, reassessed and
documented pursuant to the provisions of SFAS No. 133.

     Under SFAS No. 133, the accounting for changes in the fair value of a
derivative will depend on the use of the derivative. Changes in fair values of
undesignated derivatives will be recognized in earnings. Changes in fair values
of derivatives designated as hedges of assets, liabilities and firm commitments
will be recognized in earnings as offsets to the changes in fair value of the
related hedged assets, liabilities and firm commitments. Changes in fair values
of derivatives designated as hedges of forecasted transactions will be deferred
and recorded as a component of accumulated other comprehensive income until the
hedged forecasted transactions occur and are recognized in earnings.

     Cox Radio's adoption of SFAS No. 133 is expected to result in an after-tax
transition adjustment to reduce earnings and other comprehensive income by
approximately $0.8 million and $0.7 million, respectively, in the first quarter
of 2001. The adoption is also expected to impact assets and liabilities recorded
on the consolidated balance sheet.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Cox Radio is exposed to a number of 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, in 1997 Cox Radio exchanged
its floating rate interest obligations on an aggregate of $100 million in
principal amount at an average fixed rate of 6.23% per annum having an average
maturity of 6.25 years. At December 31, 2000, $75 million of the interest rate
swap agreements were still outstanding at an average rate of 6.28% per annum
having an average maturity of 4 years. 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 not 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 $1.2
million at December 31, 2000, and a net receivable of $1.9 million at December
31, 1999.

     The estimated fair value of Cox Radio's fixed-rate debt instruments at
December 31, 2000 was $197.9 million, compared to a carrying amount of $199.8
million. The estimated fair value of the fixed-rate debt instruments at December
31, 1999 was $191.0 million, compared to a carrying amount of 199.7 million. In
addition, the effect of a hypothetical one percentage point decrease in interest
rates would increased the estimated fair value of the fixed-rate debt
instruments from $197.9 million to $203.8 million at December 31, 2000 and
$191.0 million to $198.4 million at December 31, 1999.

     The estimated fair values of debt instruments are based on discounted cash
flow analyses using Cox Radio's incremental borrowing rate for similar types of
borrowing arrangements and dealer quotations. The revolving credit facilities
and CEI borrowings bear interest at current market rates and, thus, approximate
                                        32
<PAGE>   35

fair value. Cox Radio is exposed to interest rate volatility with respect to the
foregoing variable rate debt instruments.

     With respect to the financial instruments, Cox Radio has estimated the fair
values of such instruments using available market information and appropriate
valuation methodologies. 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 in a current market exchange.

                                        33
<PAGE>   36

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, 2000 and 1999, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2000. 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,
2000 and 1999, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2000, 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.

                                          DELOITTE & TOUCHE LLP

Atlanta, Georgia
February 8, 2001

                                        34
<PAGE>   37

                                COX RADIO, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2000         1999
                                                              -----------   ---------
                                                              (AMOUNTS IN THOUSANDS,
                                                                EXCEPT SHARE DATA)
<S>                                                           <C>           <C>
                           ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................  $    6,950    $ 14,704
Accounts and notes receivable, less allowance for doubtful
  accounts of $3,477 and $2,966, respectively...............      93,273      74,775
Prepaid expenses and other current assets...................       6,939       4,387
                                                              ----------    --------
          Total current assets..............................     107,162      93,866
Plant and equipment, net....................................      75,568      56,582
Intangible assets, net......................................   2,103,016     829,307
Amounts due from Cox Enterprises, Inc.......................      17,268          --
Station investment notes receivable.........................          --         850
Other assets................................................      14,808       6,016
                                                              ----------    --------
          Total assets......................................  $2,317,822    $986,621
                                                              ==========    ========
            LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.......................  $   25,478    $ 28,115
Accrued salaries and wages..................................       5,834       4,464
Accrued interest............................................       5,467       2,476
Income taxes payable........................................       1,124       5,462
Other current liabilities...................................       2,864       1,572
                                                              ----------    --------
          Total current liabilities.........................      40,767      42,089
Notes payable...............................................     754,783     420,105
Deferred income taxes.......................................     486,004     128,623
Other long term liabilities.................................       2,510          --
Amounts due to Cox Enterprises, Inc.........................          --      17,138
                                                              ----------    --------
          Total liabilities.................................   1,284,064     607,955
                                                              ----------    --------
Commitments and contingencies (Note 15)
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; 40,694,248 and 28,015,983 shares outstanding
  at December 31, 2000 and 1999, respectively...............      13,429       9,245
Class B common stock, $0.33 par value; 135,000,000 shares
  authorized; 58,733,016 shares outstanding at December 31,
  2000 and 1999.............................................      19,382      19,382
Additional paid-in capital..................................     610,126     265,155
Retained earnings...........................................     392,472      86,535
                                                              ----------    --------
                                                               1,035,409     380,317
Less: Class A common stock held in treasury (119,856 shares
  at cost)..................................................      (1,651)     (1,651)
                                                              ----------    --------
          Total shareholders' equity........................   1,033,758     378,666
                                                              ----------    --------
          Total liabilities and shareholders' equity........  $2,317,822    $986,621
                                                              ==========    ========
</TABLE>

                See notes to consolidated financial statements.

                                        35
<PAGE>   38

                                COX RADIO, INC.

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2000        1999       1998
                                                              ---------   --------   --------
                                                                  (AMOUNTS IN THOUSANDS,
                                                                  EXCEPT PER SHARE DATA)
<S>                                                           <C>         <C>        <C>
NET REVENUES:
Local.......................................................  $ 267,563   $219,691   $191,568
National....................................................     84,499     72,408     65,469
Other.......................................................     17,342      8,395      4,176
                                                              ---------   --------   --------
          Total net revenues................................    369,404    300,494    261,213
COSTS AND EXPENSES:
Operating...................................................     80,715     68,923     62,180
Selling, general and administrative.........................    140,879    114,996    104,786
Corporate general and administrative........................     13,347     10,038      8,462
Depreciation and amortization...............................     42,992     29,112     23,401
Loss on sales of assets.....................................        699         --         --
Gain on sales of radio stations.............................   (475,201)   (40,509)        --
                                                              ---------   --------   --------
OPERATING INCOME............................................    565,973    117,934     62,384
OTHER INCOME (EXPENSE):
Interest income.............................................      4,496        466        719
Interest expense............................................    (37,012)   (23,226)   (17,641)
Non-cash mark-to-market unrealized gain.....................      1,606         --         --
Other -- net................................................       (579)      (348)      (408)
                                                              ---------   --------   --------
INCOME BEFORE INCOME TAXES..................................    534,484     94,826     45,054
Income taxes................................................    228,547     39,566     22,014
                                                              ---------   --------   --------
NET INCOME..................................................  $ 305,937   $ 55,260   $ 23,040
                                                              =========   ========   ========
Net income per common share -- basic........................  $    3.28   $   0.64   $   0.27
                                                              =========   ========   ========
Net income per common share -- diluted......................  $    3.26   $   0.64   $   0.27
                                                              =========   ========   ========
Weighted average basic common shares outstanding............     93,286     86,128     85,384
Weighted average diluted common shares outstanding..........     93,936     86,638     86,270
</TABLE>

                See notes to consolidated financial statements.

                                        36
<PAGE>   39

                                COX RADIO, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                         CLASS A            CLASS B
                                       COMMON STOCK       COMMON STOCK     ADDITIONAL                TREASURY STOCK
                                     ----------------   ----------------    PAID-IN     RETAINED    ----------------
                                     SHARES   AMOUNT    SHARES   AMOUNT     CAPITAL     EARNINGS    SHARES   AMOUNT      TOTAL
                                     ------   -------   ------   -------   ----------   ---------   ------   -------   ----------
                                                                        (AMOUNTS IN THOUSANDS)
<S>                                  <C>      <C>       <C>      <C>       <C>          <C>         <C>      <C>       <C>
BALANCE AT DECEMBER 31, 1997 AS
  PREVIOUSLY REPORTED..............   8,831   $ 8,831   19,578   $19,578    $250,637    $  8,235      --     $    --   $  287,281
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
Three-for-one common stock split...  17,663       (88)  39,155      (196)        284          --      --          --           --
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
BALANCE AT DECEMBER 31, 1997 AS
  ADJUSTED.........................  26,494     8,743   58,733    19,382     250,921       8,235      --          --      287,281
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
Net income.........................      --        --       --        --          --      23,040      --          --       23,040
Issuance of Class A common stock
  related to incentive plans.......     422       139       --        --       2,572          --      --          --        2,711
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
BALANCE AT DECEMBER 31, 1998.......  26,916     8,882   58,733    19,382     253,493      31,275      --          --      313,032
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
Net income.........................      --        --       --        --          --      55,260      --          --       55,260
Repurchase of Class A common
  stock............................      --        --       --        --          --          --     120      (1,651)      (1,651)
Issuance of Class A common stock
  related to incentive plans.......   1,100       363       --        --      11,662          --      --          --       12,025
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
BALANCE AT DECEMBER 31, 1999.......  28,016     9,245   58,733    19,382     265,155      86,535     120      (1,651)     378,666
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
Net income.........................      --        --       --        --          --     305,937      --          --      305,937
Issuance of Class A common stock
  pursuant to equity offering......  12,392     4,089       --        --     340,110          --      --          --      344,199
Issuance of Class A common stock
  related to incentive plans.......     286        95       --        --       4,861          --      --          --        4,956
                                     ------   -------   ------   -------    --------    --------     ---     -------   ----------
BALANCE AT DECEMBER 31, 2000.......  40,694   $13,429   58,733   $19,382    $610,126    $392,472     120     $(1,651)  $1,033,758
                                     ======   =======   ======   =======    ========    ========     ===     =======   ==========
</TABLE>

                See notes to consolidated financial statements.

                                        37
<PAGE>   40

                                COX RADIO, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2000        1999        1998
                                                              ---------   ---------   ---------
                                                                   (AMOUNTS IN THOUSANDS)
<S>                                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $ 305,937   $  55,260   $  23,040
  Items not requiring cash:
     Depreciation...........................................      7,800       7,175       5,841
     Amortization...........................................     35,192      21,937      17,560
     Deferred income taxes..................................    209,482      18,446       5,789
     Tax benefit of stock options exercised.................      1,627       3,591          --
     Non-cash mark-to-market unrealized gain................     (1,606)         --          --
     Loss on sales of assets................................        699          --          --
     Gain on sales of radio stations........................   (475,201)    (40,509)         --
  Increase in accounts receivable...........................    (18,508)    (16,585)     (7,510)
  (Increase) decrease in prepaid expenses and other current
     assets.................................................     (2,489)     (1,216)        365
  Increase in accounts payable and accrued expenses.........        962       4,755       1,599
  Increase (decrease) in accrued salaries and wages.........      1,370        (106)        924
  Increase in accrued interest..............................      2,991         843         261
  (Decrease) increase in taxes payable......................     (4,338)      2,776        (801)
  Other, net................................................      3,754        (293)        171
                                                              ---------   ---------   ---------
          Net cash provided by operating activities.........     67,672      56,074      47,239
                                                              ---------   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................    (11,607)     (6,749)     (6,898)
  Acquisitions, net of cash acquired........................   (814,865)   (232,278)    (92,633)
  Decrease of station investment notes receivable...........        850       6,400      10,970
  (Increase) decrease in other long-term assets.............       (792)     (1,086)        659
  Net proceeds from sales of assets.........................        419          --          --
  Net proceeds from sale of radio stations..................    107,618       7,721          --
  Decrease (increase) in amounts due from/to Cox
     Enterprises............................................    (34,406)     46,895     (27,179)
                                                              ---------   ---------   ---------
          Net cash used in investing activities.............   (752,783)   (179,097)   (115,081)
                                                              ---------   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (repayments) of long-term debt.............    334,686     119,870    (135,000)
  Net proceeds from stock offering..........................    344,199          --          --
  Net proceeds from public debt offering....................         --          --     199,668
  Proceeds from stock options exercised.....................      3,329       8,434       2,711
  Repurchase of Class A common stock........................         --      (1,651)         --
  (Decrease) increase in book overdrafts....................     (3,719)      4,595         897
  Payment of credit facility financing costs................     (1,138)         --          --
  Other, net................................................         --          --        (173)
                                                              ---------   ---------   ---------
          Net cash provided by financing activities.........    677,357     131,248      68,103
                                                              ---------   ---------   ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........     (7,754)      8,225         261
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..............     14,704       6,479       6,218
                                                              ---------   ---------   ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR....................  $   6,950   $  14,704   $   6,479
                                                              =========   =========   =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
       Value of businesses exchanged........................  $ 470,000   $  55,000          --
</TABLE>

                See notes to consolidated financial statements.

                                        38
<PAGE>   41

                                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 63% 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. 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. All significant
intercompany accounts have been eliminated in the consolidated financial
statements of Cox Radio.

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

     Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.

  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.

  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 in accordance with EITF
Issue No. 00-2, "Accounting for Web Site Development Costs."

  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

                                        39
<PAGE>   42
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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. 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.

  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.

  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.

  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.

  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. Revenues earned from radio stations located in
Atlanta represented 29%, 24% and 22% of total revenues

                                        40
<PAGE>   43
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for the years ended December 31, 2000, 1999 and 1998, respectively. Cox Radio
continues to expand into new markets to reduce the concentration of risk (see
Note 4).

  Derivative Instruments and Hedging Activities

     Statement of Financial Accounting Standards ("SFAS") 133, Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS 137,
Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133, and SFAS 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, is effective for Cox
Radio as of January 1, 2001. SFAS No. 133 requires that an entity recognize all
derivatives as either assets or liabilities measured at fair value. In addition,
all derivatives used in hedging activities must be designated, reassessed and
documented pursuant to the provisions of SFAS No. 133.

     Under SFAS No. 133, the accounting for changes in the fair value of a
derivative will depend on the use of the derivative. Changes in fair values of
undesignated derivatives will be recognized in earnings. Changes in fair values
of derivatives designated as hedges of assets, liabilities and firm commitments
will be recognized in earnings as offsets to the changes in fair value of the
related hedged assets, liabilities and firm commitments. Changes in fair values
of derivatives designated as hedges of forecasted transactions will be deferred
and recorded as a component of accumulated other comprehensive income until the
hedged forecasted transactions occur and are recognized in earnings.

     Cox Radio's adoption of SFAS No. 133 is expected to result in an after-tax
transition adjustment to reduce earnings and other comprehensive income by
approximately $0.8 million and $0.7 million, respectively, in the first quarter
of 2001. The adoption is also expected to impact assets and liabilities recorded
on the consolidated balance sheet. See further discussion of derivatives in Note
9.

  Reclassifications

     Certain prior year amounts have been reclassified for comparative purposes.

3. EARNINGS PER COMMON SHARE AND CAPITAL STRUCTURE

<TABLE>
<CAPTION>
                                                                2000      1999      1998
                                                              --------   -------   -------
                                                                 (AMOUNTS IN THOUSANDS,
                                                                 EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>       <C>
NET INCOME..................................................  $305,937   $55,260   $23,040
                                                              ========   =======   =======
BASIC EARNINGS PER SHARE
Weighted-average common shares outstanding..................    93,286    86,128    85,384
                                                              ========   =======   =======
Basic net income per common share...........................  $   3.28   $  0.64   $  0.27
                                                              ========   =======   =======
DILUTED EARNINGS PER SHARE
Weighted-average common shares outstanding..................    93,286    86,128    85,384
  Shares issuable on exercise of dilutive options...........     1,411     1,681     1,786
  Shares assumed to be purchased with proceeds of options...      (931)   (1,231)   (1,394)
  Shares issuable pursuant to Employee Stock Purchase
     Plan...................................................       229       234       559
  Shares assumed to be purchased with proceeds from Employee
     Stock Purchase Plan....................................       (59)     (174)      (65)
                                                              --------   -------   -------
Shares applicable to diluted earnings per share.............    93,936    86,638    86,270
                                                              ========   =======   =======
Diluted net income per common share.........................  $   3.26   $  0.64   $  0.27
                                                              ========   =======   =======
</TABLE>

                                        41
<PAGE>   44
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 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 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. All financial information contained elsewhere herein
has been adjusted 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 approximately $344.2 million from this offering used to partially
finance acquisitions, 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, 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 consummated and pending 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 1998, Cox Radio entered into an agreement to assign to an
unrelated third party its option to purchase KRIO-FM serving the San Antonio,
Texas market for an aggregate consideration of $0.3 million. This disposition
was consummated in May 1998.

     In March 1998, Cox Radio acquired KONO-FM and KONO-AM in San Antonio, Texas
for consideration of $23 million.

     In May 1998, Cox Radio acquired the assets of radio stations WBLI-FM,
WBAB-FM, WHFM-FM and WGBB-AM, serving the Nassau-Suffolk (Long Island), New York
market, for consideration of $48 million.

     In October 1998, Cox Radio consummated the acquisition of radio stations
WDPT-FM (formerly WCLR-FM), WDTP-FM (formerly WZLR-FM) and WPTW-AM serving the
Dayton, Ohio market for

                                        42
<PAGE>   45
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

consideration of approximately $6.3 million. Cox Radio had been operating these
stations pursuant to an LMA since December 1997.

     In November 1998, Cox Radio consummated the acquisition of radio stations
WBHJ-FM and WBHK-FM in Birmingham, Alabama for an aggregate consideration of $17
million. Cox Radio had been operating these stations pursuant to an LMA since
August 1997.

     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 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 WRLR-FM (formerly
WEDA-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 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 its trust 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.

                                        43
<PAGE>   46
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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.

     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 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
$244.6 million after-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.

     In February 2001, Cox Radio acquired WDYL-FM serving Richmond, Virginia and
WJMZ-FM and 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, also serving the Richmond, Virginia
market. In addition, Cox Radio is a guarantor of the buyer's financing for the
acquisition of this station.

                                        44
<PAGE>   47
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In February 2001, Cox Radio disposed of WHOO-AM serving Orlando, Florida
for $5 million.

     In February 2001, Cox Radio entered into an agreement to dispose of the
assets of KGTO-AM serving Tulsa, Oklahoma for $0.5 million in cash. This station
will be operated by the buyer under a time brokerage agreement. Pending
customary regulatory approvals, Cox Radio anticipates consummating this
transaction in the second quarter of 2001.

     The following unaudited pro forma summary of operations presents the
consolidated results of operations as if all consummated transactions and those
pending 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.

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                                 2000          1999
                                                              ----------    ----------
                                                               (AMOUNTS IN THOUSANDS,
                                                               EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>
Net revenues................................................   $412,259      $368,400
Corporate general and administrative expenses...............     13,347        10,038
Depreciation and amortization...............................     68,827        63,563
Operating income............................................     85,976        70,000
                                                               --------      --------
Net income (loss)...........................................   $  9,802      $ (5,293)
                                                               ========      ========
Basic pro forma earnings (loss) per common share............   $   0.11      $  (0.06)
                                                               ========      ========
Diluted pro forma earnings (loss) per common share..........   $   0.10      $  (0.06)
                                                               ========      ========
Basic pro forma shares outstanding..........................     93,286        86,128
                                                               ========      ========
Diluted pro forma shares outstanding........................     93,936        86,638
                                                               ========      ========
</TABLE>

5. INVESTMENTS

     Station investment notes receivable.  In connection with certain
transactions discussed in Note 4, Cox Radio loaned funds at certain rates of
interest to entities which owned radio stations that Cox Radio agreed to
purchase or operate under a JSA or LMA. As of December 31, 1999, station
investment notes receivable totaled approximately $0.9 million. This amount was
collected in full in January 2000.

     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.

                                        45
<PAGE>   48
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                                2000      1999
                                                              --------   -------
                                                                 (AMOUNTS IN
                                                                  THOUSANDS)
<S>                                                           <C>        <C>
Land and land improvements..................................  $  8,169   $14,890
Buildings and building improvements.........................    18,081    17,039
Broadcast equipment.........................................    83,323    63,947
Construction in progress....................................     1,636       359
                                                              --------   -------
Plant and equipment, at cost................................   111,209    96,235
Less accumulated depreciation...............................   (35,641)  (39,653)
                                                              --------   -------
          Net plant and equipment...........................  $ 75,568   $56,582
                                                              ========   =======
</TABLE>

7. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000           1999
                                                              ----------      --------
                                                               (AMOUNTS IN THOUSANDS)
<S>                                                           <C>             <C>
Goodwill and Federal Communications Commission broadcast
  licenses..................................................  $2,191,141      $889,647
Non-compete agreements......................................       4,700         5,645
                                                              ----------      --------
          Total.............................................   2,195,841       895,292
Less accumulated amortization...............................     (92,825)      (65,985)
                                                              ----------      --------
          Net intangible assets.............................  $2,103,016      $829,307
                                                              ==========      ========
</TABLE>

8. INCOME TAXES

     Income tax expense is summarized as follows:

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                           ----------------------------
                                                             2000      1999      1998
                                                           --------   -------   -------
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                        <C>        <C>       <C>
Current:
  Federal................................................  $ 16,705   $17,575   $11,586
  State..................................................     2,360     3,545     4,639
                                                           --------   -------   -------
          Total current..................................    19,065    21,120    16,225
                                                           --------   -------   -------
Deferred:
  Federal................................................   167,685    14,286     3,017
  State..................................................    41,797     4,160     2,772
                                                           --------   -------   -------
          Total deferred.................................   209,482    18,446     5,789
                                                           --------   -------   -------
          Total income tax expense.......................  $228,547   $39,566   $22,014
                                                           ========   =======   =======
</TABLE>

                                        46
<PAGE>   49
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2000         1999
                                                              ----------   ----------
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                           <C>          <C>
Current deferred tax assets:
  Provision for doubtful accounts...........................  $   1,587    $   1,301
  Other.....................................................        111           --
                                                              ---------    ---------
          Total net current asset...........................      1,698        1,301
                                                              ---------    ---------
Noncurrent deferred tax assets (liabilities):
  Plant and equipment.......................................    (52,384)     (36,355)
  Intangibles...............................................   (436,081)     (93,600)
  Net operating loss carryforwards..........................      2,230          709
  Other.....................................................        231          623
                                                              ---------    ---------
          Total net noncurrent liability....................   (486,004)    (128,623)
                                                              ---------    ---------
          Net deferred tax liability........................  $(484,306)   $(127,322)
                                                              =========    =========
</TABLE>

     As of December 31, 2000, Cox Radio had net operating loss carryforwards in
federal and various state jurisdictions in which it operates. These net
operating loss 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 expense computed using the United States federal statutory rates
is reconciled to the reported income tax provisions as follows:

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                           ----------------------------
                                                             2000      1999      1998
                                                           --------   -------   -------
                                                              (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....................................  $187,069   $33,189   $15,769
State income taxes (net of federal tax benefit)..........    28,702     5,008     4,818
Non-deductible amortization of intangibles...............    12,506     1,447     1,454
Benefit arising from low income housing credits..........      (608)     (608)     (942)
Other, net...............................................       878       530       915
                                                           --------   -------   -------
     Income tax provision................................  $228,547   $39,566   $22,014
                                                           ========   =======   =======
</TABLE>

     The consolidated federal income tax returns of Cox Enterprises for 1986
through 1997 and the combined California franchise tax returns of Cox
Enterprises for 1987 through 1994 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, 2000.

9. LONG-TERM DEBT

     On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior,
unsecured revolving credit facility with certain guarantors and banks, including
Texas Commerce Bank National Association as the Administrative Agent,
Nationsbank of Texas, N.A. as the Syndications Agent, and Citibank, N.A. as the
Documentation Agent. The interest rate was based on the London Interbank Offered
Rate plus a

                                        47
<PAGE>   50
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

spread determined by the ratio of Cox Radio's debt to EBITDA. This facility
included a commitment fee on the unused portion of the total amount available of
 .1% to .25% based on the ratio of Cox Radio's debt to EBITDA. At December 31,
1999, Cox Radio had approximately $220 million of outstanding indebtedness and
approximately $80 million available under the bank credit facility. Borrowings
under the bank credit facility approximated fair value based upon current
borrowing rates available to Cox Radio. The interest rate applied to amounts due
under the bank credit facility was 6.9% at December 31, 1999. This bank credit
facility contained, among other provisions, specified requirements as to the
ratio of debt to EBITDA and the ratio of EBITDA to interest expense. At December
31, 1999, Cox Radio was in compliance with these covenants. On June 27, 2000,
all amounts previously outstanding under this facility were repaid with a
portion of the net proceeds from the offering of Class A common stock 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
Syndications Agent, and Citibank, N.A. as the Documentation Agent. The interest
rate for each facility is based on the Federal funds borrowing rate plus  1/2%;
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
 .1% to .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, 2000, Cox Radio was in compliance with the covenants. At December
31, 2000, Cox Radio had approximately $350 million of outstanding indebtedness
under the five-year facility with no additional amounts available, and $205
million of outstanding indebtedness under the 364-day facility with $145 million
available. The outstanding balance under the 364-day facility has been
classified as long-term debt on the consolidated balance sheet as Cox Radio has
the intent and ability to refinance this amount on a long-term basis. The
interest rate applied to amounts due under the bank credit facilities was 7.475%
at December 31, 2000.

     On May 26, 1998, Cox Radio issued and sold an aggregate of $200 million
principal amount of notes in an offering exempt from registration under Rule
144A of the Securities Act of 1933, as amended, (the "Securities Act"), which
were later exchanged for notes registered under the Securities Act. The notes
consisted of $100 million principal amount of 6.25% notes due in 2003 and $100
million principal amount of 6.375% notes due in 2005. Pursuant to the
Registration Rights Agreement dated as of May 26, 1998 among Cox Radio, its
then-wholly owned subsidiaries WSB, Inc. and WHIO, Inc. (each a former guarantor
of the notes), NationsBanc Montgomery Securities LLC, Chase Securities, Inc.,
and J.P. Morgan Securities, Inc., on December 14, 1998, an exchange offer was
consummated pursuant to which Cox Radio exchanged $200 million principal amount
of the notes originally sold on May 26, 1998, for an aggregate of $200 million
principal amount of notes (the terms and form of which are the same in all
material respects as the original notes, except as to restrictions on transfer)
which have been registered under the Securities Act. As a result of the mergers
of WSB, Inc. and WHIO, Inc. into Cox Radio, WSB, Inc. and WHIO, Inc. are no
longer guarantors of the notes. As a result of the transfer of certain Federal
Communications Commission licenses, permits and authorizations held by Cox Radio
to CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, CXR Holdings
became a guarantor of the notes on February 1, 1999. At December 31, 2000 and
December 31, 1999, the estimated fair value of these notes was approximately
$197.9 million and $191.0 million, respectively, based on quoted market prices.

     In September 1997, Cox Radio entered into interest rate swap agreements
with certain lenders providing bank financing under its bank credit facility.
Pursuant to the interest rate swap agreements, Cox
                                        48
<PAGE>   51
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Radio exchanged its floating rate interest obligations on an aggregate of $100
million in principal amount at an average fixed rate of 6.23% per annum having
an average maturity of 6.25 years. The fixing of interest rates for this period
reduces Cox Radio's exposure to the uncertainty of floating interest rates. The
differential paid or received on the interest rate swap agreements is recognized
as an adjustment to interest expense. The counterparties to these interest rate
swap agreements are a diverse group of major financial institutions. Cox Radio
is exposed to credit loss in the event of nonperformance by these
counterparties. However, Cox Radio does not anticipate nonperformance by these
counterparties nor would we 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 as
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 above.
Concurrent with the redesignation of these swaps, Cox Radio recorded a non-cash,
mark-to-market unrealized loss of $0.6 million, which represents the difference
in the fair value of the interest rate swap agreements from June 30, 2000 to
August 4, 2000. At December 31, 2000, $75 million of the interest rate swap
agreements were still outstanding at an average rate of 6.28% per annum having
an average maturity of 4 years. The estimated fair value of the interest rate
swap agreements, based on current market rates, approximated a net payable of
$1.2 million at December 31, 2000, and a net receivable of $1.9 million at
December 31, 1999.

     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 net proceeds of approximately $247.7 million and used
the proceeds to repay outstanding indebtedness under its credit facilities.

10. 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 $0.5 million, $1.2
million and $0.9 million for the years ended December 31, 2000, 1999 and 1998,
respectively.

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31, 2000    DECEMBER 31, 1999
                                                   ------------------   ------------------
                                                   FUNDED    UNFUNDED   FUNDED    UNFUNDED
                                                    PLANS     PLANS      PLANS     PLANS
                                                   -------   --------   -------   --------
                                                            (AMOUNTS IN THOUSANDS
<S>                                                <C>       <C>        <C>       <C>
Actuarial present value of benefit obligations:
  Vested benefits................................  $15,558    $3,118    $14,051    $2,402
  Nonvested benefits.............................    1,692       339      1,451       303
                                                   -------    ------    -------    ------
Accumulated benefit obligation...................  $17,250    $3,457    $15,502    $2,705
                                                   =======    ======    =======    ======
Projected benefit obligation.....................  $21,104    $4,648    $19,268    $3,817
                                                   =======    ======    =======    ======
</TABLE>

                                        49
<PAGE>   52
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Assumptions used in the actuarial computations were:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                              --------------
                                                              2000      1999
                                                              ----      ----
<S>                                                           <C>       <C>
Discount rate...............................................  7.50%     8.00%
Rate of increase in compensation levels.....................  5.25%     5.75%
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 equal to the projected benefit obligation of
the Cox Enterprises defined benefit pension plan attributable to Cox Radio
employees as of December 31, 2000, or $21.1 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.

     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, 2000, 1999 and 1998. Cox
Radio's actuarial present value of benefit obligations at December 31, 2000 was
$3.5 million.

     The funded status of the portion of the postretirement plan covering the
employees of Cox Radio is not determinable. The actuarial present value of
benefit obligations for the postretirement plan of Cox Enterprises substantially
exceeded the fair value of assets held in the plan at December 31, 2000.

     Actuarial assumptions used to determine the actuarial present value of
benefit obligations include a discount rate of 7.5% (8.0% in 1999) and an
expected long-term rate of return on plan assets of 9.0%. The assumed health
care cost trend rate for retirees is 9.0% (9.5% in 1999). 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 2.5% and
an increase in the aggregate of the service cost and interest cost components of
the net periodic postretirement benefit cost of approximately 1.5% for 2000.

     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 $1.5 million, $1.2 million
and $1.1 million for the years ended December 31, 2000, 1999 and 1998,
respectively.

     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 nondiscrimination test required by the IRS, are eligible to participate in
Cox Enterprises' non-qualified savings restoration plan. Under the terms of this
plan, which began in 1995, Cox Radio matches a discretionary amount no greater
than 50% of employee contributions to both the savings and investment and
restoration plans up to a 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.

11. STOCK-BASED COMPENSATION PLANS

     During the three years in the period ended December 31, 2000, 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 Long-Term Incentive Plan and the Employee Stock
Purchase Plan is

                                        50
<PAGE>   53
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 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 are allowed to purchase the shares via payroll deductions
through October 31, 2001, at which time the shares will be issued to the
employees. During 2000 and 1999, 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. 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.

     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, 1998 and
1997, 17,367, 10,275 and 495 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 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 Long-Term Incentive Plan

     Pursuant to the 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 7,200,000 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 900,000 shares of Class A common stock
in any year nor be granted more than 300,000 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 into 335,919 restricted shares of Class A common stock
issued pursuant to the LTIP based on the calculated appreciation of the units
                                        51
<PAGE>   54
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 and 1998 was accelerated during 1999 based upon this schedule. Because the
exercise price of stock options awarded during 2000, 1999 and 1998 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 2000, 1999 and 1998 is estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
expected volatility of 32% and 36% for 2000, 34% for 1999 and 45% for 1998, no
dividend yield, risk-free interest rate of 6.7% for 2000, 4.8% for 1999 and 5.1%
for 1998, and expected life of 6 years. A summary of the status of Cox Radio's
stock options granted under the Long-Term Incentive Plan as of December 31,
2000, 1999 and 1998 and changes during the years ending on those dates is
presented below:

<TABLE>
<CAPTION>
                                  2000                          1999                          1998
                       ---------------------------   ---------------------------   ---------------------------
                                       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...............   1,668,231       $10.04        1,779,330       $ 7.99        1,644,606       $ 6.43
Granted..............     970,374        31.66          609,468        13.92          561,534        13.39
Exercised............    (256,892)       10.08         (627,093)        9.08         (410,112)        6.42
Cancelled............     (67,170)       31.50          (93,474)       13.71          (16,698)       13.39
                       ----------                    ----------                    ----------
Outstanding at end of
  year...............   2,314,543       $18.47        1,668,231       $10.04        1,779,330       $ 7.99
                       ==========                    ==========                    ==========
Options exercisable
  at year-end........   1,410,739       $10.03        1,668,231       $10.04        1,234,494       $ 6.44
Weighted-average fair
  value of options
  granted during the
  year...............  $    14.16                    $     5.82                    $     7.11
</TABLE>

     The following table summarizes information about stock options outstanding
at December 31, 2000:

<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>
  $ 5.77 -  6.17         598,503               5.8                 598,503
  $ 6.92 -  8.46         109,078               6.4                 109,078
  $13.39 - 13.92         703,158               7.5                 703,158
      $31.66             903,804               9.0                       0
                       ---------                                 ---------
                       2,314,543                                 1,410,739
                       =========                                 =========
</TABLE>

                                        52
<PAGE>   55
                                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 2000, 1999 and 1998 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:

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                           ----------------------------
                                                             2000      1999      1998
                                                           --------   -------   -------
                                                              (AMOUNTS IN THOUSANDS,
                                                            EXCEPT PER SHARE AMOUNTS)
<S>                                                        <C>        <C>       <C>
Net income -- As reported................................  $305,937   $55,260   $23,040
                                                           ========   =======   =======
Net income per share -- basic -- As reported.............  $   3.28   $  0.64   $  0.27
                                                           ========   =======   =======
Net income per share -- diluted -- As reported...........  $   3.26   $  0.64   $  0.27
                                                           ========   =======   =======
Net income -- Pro Forma..................................  $303,277   $51,337   $21,807
                                                           ========   =======   =======
Basic net income per share -- Pro Forma..................  $   3.25   $  0.60   $  0.26
                                                           ========   =======   =======
Diluted net income per share -- Pro Forma................  $   3.23   $  0.59   $  0.25
                                                           ========   =======   =======
</TABLE>

12. 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 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, 2000, 1999 and 1998 of approximately $3.4 million,
$2.7 million, and $2.5 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, 2000, 1999 and 1998. Corporate general
and administrative expense allocations are based on a specified percentage of
expenses related to the services provided to Cox 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 third parties. Management has not made a study or any
attempt to obtain quotes from 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 $17.3 million as of December 31, 2000
and amounts due to Cox Enterprises totaled $17.1 million as of December 31,
1999. 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 2000
ranged from 6.5% to 7.8%.

                                        53
<PAGE>   56
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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, 1997....        $   3,113
  Cash transferred to Cox Enterprises.......................          244,274
  Acquisitions..............................................          (92,633)
  Repayments on revolver....................................         (135,000)
  Net proceeds from public debt offering....................          199,668
  Net operating expense allocations and reimbursements......         (189,130)
                                                                    ---------
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
                                                                    =========
</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 and $8.5 million existed
at December 31, 2000 and 1999, respectively, as a result of Cox Radio's checks
outstanding. These book overdrafts are classified as accounts payable in the
accompanying balance sheets.

     Cox Radio 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 less
than $0.6 million for the year ended December 31, 2000 and less than $0.5
million for the years ended December 31, 1999 and 1998.

     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 estimated fair value of the agreement is $5
million. During 2000, Cox Radio recognized approximately $0.8 million in expense
and income related to the agreement.

13. SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                               2000      1999      1998
                                                              -------   -------   -------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                                           <C>       <C>       <C>
Additional cash flow information:
  Cash paid for interest....................................  $34,021   $22,383   $17,575
  Cash paid for income taxes................................  $22,835   $14,758   $17,024
</TABLE>

                                        54
<PAGE>   57
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. GUARANTOR FINANCIAL INFORMATION

     CXR Holdings, Inc., a wholly-owned subsidiary of Cox Radio, is the
guarantor of Cox Radio's $200 million notes pursuant to a full and unconditional
guarantee. Separate financial statements and other disclosures concerning CXR
Holdings are not presented because CXR Holdings is comprised primarily of
non-operating assets, including Federal Communications Commission licenses,
permits and authorizations and cash royalties, and such separate financial
statements and other disclosures would not be meaningful to investors. The
following table sets forth condensed financial information of CXR Holdings as of
and for the years ended December 31, 2000 and 1999. Effective January 1, 1999,
CXR Holdings holds certain of Cox Radio's Federal Communications Commission
licenses, permits and authorizations. CXR Holdings became the guarantor of the
notes on February 1, 1999.

<TABLE>
<CAPTION>
                                                              AS OF DECEMBER 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
                                                                  (AMOUNTS IN
                                                                  THOUSANDS)
<S>                                                           <C>        <C>
ASSETS:
Accounts receivable -- Cox Radio............................  $ 15,705   $ 15,066
Intangible assets, net......................................   627,450    391,832
Other assets................................................     4,192        767
                                                              --------   --------
          Total assets......................................  $647,347   $407,665
                                                              ========   ========
Shareholder's equity........................................  $647,347   $407,665
                                                              ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
                                                                  (AMOUNTS IN
                                                                  THOUSANDS)
<S>                                                           <C>        <C>
Royalty income -- Cox Radio.................................  $ 54,316   $ 39,495
Intercompany interest, net..................................     4,159        726
Other (expense) income......................................      (165)      (162)
Depreciation and amortization...............................   (12,251)    (7,301)
                                                              --------   --------
Operating income............................................  $ 46,059   $ 32,758
                                                              ========   ========
</TABLE>

15. COMMITMENTS AND CONTINGENCIES

     Cox Radio leases land, office facilities, and various items of equipment.
Rental expense under operating leases amounted to $8.6 million in 2000, $7.2
million in 1999, and $4.0 million in 1998. Future minimum lease payments as of
December 31, 2000 for all non-cancelable operating leases are as follows (in
thousands):

<TABLE>
<S>                                                           <C>
2001........................................................  $ 3,928
2002........................................................    3,409
2003........................................................    2,635
2004........................................................    1,835
2005........................................................    1,630
Thereafter..................................................    8,292
                                                              -------
          Total.............................................  $21,729
                                                              =======
</TABLE>

                                        55
<PAGE>   58
                                COX RADIO, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Cox Radio has various contracts, primarily for sports programming and
on-air personalities, with future minimum payments for 2001, 2002, 2003, 2004,
and 2005 of $16.7 million, $17.4 million, $16.8 million, $16.3 million, and $2.7
million, respectively.

     Cox Radio's controlling shareholder, Cox Broadcasting, Inc., has been sued
in Georgia federal court by broadcast station broker Force Communications for
breach of contract and other theories involving its 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. Cox Broadcasting denies that it breached any such
contract and intends to defend this matter vigorously. The court denied Cox
Broadcasting's initial motion to dismiss and Cox Broadcasting recently served
its answer to the complaint. Discovery has not yet commenced. 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.

                                        56
<PAGE>   59

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 2001 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 2001 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 2001 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 2001 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, 2000 and 1999
and Consolidated Statements of Operations, Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 2000.

     (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>       <C>  <S>
   2.1     --  Asset Exchange Agreement dated August 30, 1999 by and among
               Cox Radio, Inc. and AMFM Inc.(1)
   2.2     --  Letter dated as of August 30, 1999 by and among Cox Radio,
               Inc. and AMFM Inc.(2)
   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.(3)
   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.(4)
   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.(5)
</TABLE>

                                        57
<PAGE>   60

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<C>       <C>  <S>
   2.6     --  Letter dated May 31, 2000 by and among Cox Radio, Inc., CXR
               Holdings, Inc., Salem Communications Corporation and South
               Texas Broadcasting, Inc.(6)
   2.7     --  Letter dated June 7, 2000 by and among Cox Radio, Inc., CXR
               Holdings, Inc., Salem Communications Corporation and South
               Texas Broadcasting, Inc.(7)
   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.(8)
   2.9     --  Asset Purchase Agreement dated November 8, 2000 between and
               among Cox Radio, Inc., CXR Holdings, Inc. and Radio One,
               Inc.(9)
   3.1     --  Amended and Restated Certificate of Incorporation of Cox
               Radio, Inc.(10)
   3.2     --  Amended and Restated Bylaws of Cox Radio, Inc.(10)
   4.1     --  Indenture dated as of May 26, 1998 between Cox Radio, Inc.,
               The Bank of New York, WSB, Inc., and WHIO, Inc.(11)
   4.2     --  Supplemental Indenture dated as of February 1, 1999 by and
               among trustee, Cox Radio, Inc. and CXR Holdings, Inc.(12)
   4.3     --  Registration Rights Agreement dated May 26, 1998 among Cox
               Radio, Inc., WSB, Inc., WHIO, Inc., and Nationsbanc
               Montgomery Securities, LLC, Chase Securities, Inc., and J.P.
               Morgan Securities, Inc.(13)
  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.(14)
  10.2     --  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.(15)
  10.3     --  Cox Radio, Inc. Long-Term Incentive Plan.(16)
  10.4     --  Cox Radio, Inc. Restricted Stock Plan for Non-Employee
               Directors(17)
  10.5     --  Asset Exchange Agreement dated August 30, 1999 by and among
               Cox Radio, Inc. and AMFM Inc.(18)
  10.6     --  Merger Agreement dated March 14, 2000 by and among Marlin
               Broadcasting, Inc., Cox Radio, Inc., Cox Miami Merger Sub,
               Inc. and Marlin Broadcasting, LLC.(19)
  10.7     --  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.(20)
  21       --  Subsidiaries of the Registrant
  23.1     --  Consent of Deloitte & Touche LLP
  24.1     --  Power of Attorney (included on page 60)
</TABLE>

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

 (1) Incorporated by reference to Exhibit 99.1 of Cox Radio's Report on Form 8-K
     dated September 17, 1999.
 (2) Incorporated by reference to Exhibit 99.2 of Cox Radio's Report on Form 8-K
     dated September 17, 1999.
 (3) Incorporated by reference to Exhibit 2.2 of Cox Radio's Report on Form 8-K
     dated April 19, 2000.
 (4) Incorporated by reference to Exhibit 2.3 of Cox Radio's Report on Form 8-K
     dated April 19, 2000.
 (5) Incorporated by reference to Exhibit 10.5 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.

                                        58
<PAGE>   61

 (6) Incorporated by reference to Exhibit 10.6 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (7) Incorporated by reference to Exhibit 10.7 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (8) Incorporated by reference to Exhibit 10.8 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000.
 (9) Incorporated by reference to Exhibit 2.9 of Cox Radio's Report on Form 10-Q
     for the period ending September 30, 2000
(10) Incorporated by reference to the corresponding exhibit of Cox Radio's
     Registration Statement on Form S-1 (Commission File No. 333-08737).
(11) Incorporated by reference to Exhibit 4.1 of Cox Radio's Registration
     Statement on Form S-4 (Commission File No. 333-61179).
(12) 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)
(13) Incorporated by reference to Exhibit 4.2 of Cox Radio's Registration
     Statement on Form S-4 (Commission File No. 333-61179).
(14) Incorporated by reference to Exhibit 10.9 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000
(15) Incorporated by reference to Exhibit 10.10 of Cox Radio's Report on Form
     10-Q for the period ending June 30, 2000
(16) Incorporated by reference to Exhibit 10.9 of Cox Radio's Registration
     Statement on Form S-1 (Commission File No. 333-08737) (management contract
     or compensation plan).
(17) 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).
(18) Incorporated by reference to Exhibit 99.1 of Cox Radio's Report on Form 8-K
     dated August 30, 1999 and filed September 17, 1999 (Commission File No.
     1-12187).
(19) Incorporated by reference to Exhibit 2.2 of Cox Radio's Report on Form 8-K
     dated April 19, 2000 (Commission File No. 1-12187).
(20) Incorporated by reference to Exhibit 2.3 of Cox Radio's Report on Form 8-K
     dated April 19, 2000 (Commission File No. 1-12187).

     (b) Reports on Form 8-K.

     On November 8, 2000, Cox Radio filed a Current Report on Form 8-K to
provide certain financial information for the AMFM Acquisition and the Clear
Channel Acquisition, including certain audited financial information as of and
for the year ended December 31, 1999; certain unaudited financial information as
of June 30, 2000 and for the six months ended June 30, 2000 and 1999; and
certain unaudited pro forma financial information for the year ended December
31, 1999 and as of and for the six months ended June 30, 2000.

                                        59
<PAGE>   62

                                   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, 2001

                               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/ DAVID E. EASTERLY                  Chairman of the Board of         March 19, 2001
-----------------------------------------------------    Directors
                  David E. Easterly

                 /s/ ROBERT F. NEIL                    President and Chief Executive    March 19, 2001
-----------------------------------------------------    Officer; Director (principal
                   Robert F. Neil                        executive officer)

                /s/ NEIL O. JOHNSTON                   Vice-President and Chief         March 19, 2001
-----------------------------------------------------    Financial Officer (principal
                  Neil O. Johnston                       accounting officer and
                                                         principal financial officer)

                /s/ JAMES C. KENNEDY                   Director                         March 19, 2001
-----------------------------------------------------
                  James C. Kennedy

                                                       Director
-----------------------------------------------------
                Ernest D. Fears, Jr.
</TABLE>

                                        60
<PAGE>   63

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----

<C>                                                    <S>                              <C>

                                                       Director
-----------------------------------------------------
                   Paul M. Hughes

                 /s/ MARC W. MORGAN                    Director                         March 19, 2001
-----------------------------------------------------
                   Marc W. Morgan

               /s/ RICHARD A. FERGUSON                 Director                         March 19, 2001
-----------------------------------------------------
                 Richard A. Ferguson

               /s/ NICHOLAS D. TRIGONY                 Director                         March 19, 2001
-----------------------------------------------------
                 Nicholas D. Trigony
</TABLE>

                                        61
<PAGE>   64

                                                                     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
 YEARS ENDED      BEGINNING      BUSINESS     COSTS AND                 BALANCE AS OF
 DECEMBER 31,     OF PERIOD     COMBINATION    EXPENSES    DEDUCTIONS   END OF PERIOD
--------------  -------------   -----------   ----------   ----------   --------------
                                (AMOUNTS IN THOUSANDS)
<S>             <C>             <C>           <C>          <C>          <C>
     2000          $2,966         $   --        $3,297       $2,786         $3,477
     1999          $2,862         $   --        $1,772       $1,668         $2,966
     1998          $1,875         $   --        $1,577       $  590         $2,862
</TABLE>

                                        62