##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to ______
 Commission file number 0-14691
 
 WESTWOOD ONE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    95-3980449
(I.R.S. Employer
Identification No.)
 40 West 57th Street, 5th Floor, New York, NY
(Address of principal executive offices)
    
    10019
(Zip Code)
 (212) 641-2000
 
 þ o
 þ o




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WESTWOOD ONE, INC.
 INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Qualitative and Quantitative Disclosures About Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 6.
    
    Exhibits
    
    
    22SIGNATURES
    
    
    24Exhibit Index
    
    
    25CERTIFICATIONS
    
    
    26EX-31.A: CERTIFICATIONEX-31.B: CERTIFICATIONEX-32.A: CERTIFICATIONEX-32.B: CERTIFICATION
  2




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Item 1  Financial Statements
 WESTWOOD ONE, INC.
 CONSOLIDATED BALANCE SHEETS
 (In thousands)
 June 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    19,460
    
    
    $
    10,932Accounts receivable, net of allowance for doubtful accounts
of $3,896 (2005) and $2,566 (2004)
    
    
    135,431
    
    
    
    142,014Prepaid and other assets
    
    
    24,899
    
    
    
    21,400Total Current Assets
    
    
    179,790
    
    
    
    174,346PROPERTY AND EQUIPMENT, NET
    
    
    44,407
    
    
    
    47,397GOODWILL
    
    
    982,219
    
    
    
    981,969INTANGIBLE ASSETS, NET
    
    
    5,591
    
    
    
    6,176OTHER ASSETS
    
    
    33,568
    
    
    
    36,391TOTAL ASSETS
    
    $
    1,245,575
    
    
    $
    1,246,279LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    
    14,745
    
    
    
    13,135Amounts payable to related parties
    
    
    22,513
    
    
    
    20,274Deferred revenue
    
    
    12,806
    
    
    
    14,258Income taxes payable
    
    
    14,934
    
    
    
    5,211Accrued expenses and other liabilities
    
    
    36,284
    
    
    
    28,463Total Current Liabilities
    
    
    101,282
    
    
    
    81,341LONG-TERM DEBT
    
    
    391,601
    
    
    
    359,439DEFERRED INCOME TAXES
    
    
    12,929
    
    
    
    12,541OTHER LIABILITIES
    
    
    8,113
    
    
    
    8,465TOTAL LIABILITIES
    
    
    513,925
    
    
    
    461,786COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYPreferred stock: authorized 10,000,000 shares, none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value: authorized, 252,751,250 shares;
issued and outstanding, 91,136,555 (2005) and 94,353,675 (2004)
    
    
    907
    
    
    
    944Class B stock, $.01 par value: authorized, 3,000,000 shares:
issued and outstanding, 291,796 (2005 and 2004)
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    277,337
    
    
    
    369,036Accumulated earnings
    
    
    453,403
    
    
    
    414,510TOTAL SHAREHOLDERS EQUITY
    
    
    731,650
    
    
    
    784,493TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,245,575
    
    
    $
    1,246,279
 See accompanying notes to
consolidated financial statements 3




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WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)
    
    



    (Unaudited)NET REVENUES
    
    $
    141,837
    
    
    $
    139,585
    
    
    $
    275,919
    
    
    $
    269,193Operating Costs (include related party expenses
of $20,564, $21,812, $42,009 and $44,327, respectively)
    
    
    92,703
    
    
    
    89,761
    
    
    
    189,729
    
    
    
    183,257Depreciation and Amortization (includes related party
warrant amortization of $2,427, $2,427, $4,854 and
$2,765, respectively)
    
    
    5,147
    
    
    
    4,956
    
    
    
    10,403
    
    
    
    8,110Corporate General and Administrative Expenses
(includes related party expenses of $789, $759, $1,548
and $1,462, respectively)
    
    
    2,632
    
    
    
    1,806
    
    
    
    5,216
    
    
    
    3,776100,482
    
    
    
    96,523
    
    
    
    205,348
    
    
    
    195,143OPERATING INCOME
    
    
    41,355
    
    
    
    43,062
    
    
    
    70,571
    
    
    
    74,050Interest Expense
    
    
    4,075
    
    
    
    2,700
    
    
    
    7,786
    
    
    
    5,617Other (Income) Expense
    
    
    (126
    )
    
    
    (33
    )
    
    
    (186
    )
    
    
    (73
    )INCOME BEFORE INCOME TAXES
    
    
    37,406
    
    
    
    40,395
    
    
    
    62,971
    
    
    
    68,506INCOME TAXES
    
    
    14,302
    
    
    
    15,289
    
    
    
    24,078
    
    
    
    25,853NET INCOME
    
    $
    23,104
    
    
    $
    25,106
    
    
    $
    38,893
    
    
    $
    42,653EARNINGS PER SHARE:BASIC
    
    $
    0.25
    
    
    $
    0.26
    
    
    $
    0.42
    
    
    $
    0.44DILUTED
    
    $
    0.25
    
    
    $
    0.26
    
    
    $
    0.42
    
    
    $
    0.43WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC
    
    
    91,829
    
    
    
    96,285
    
    
    
    92,756
    
    
    
    97,144DILUTED
    
    
    92,196
    
    
    
    97,910
    
    
    
    93,258
    
    
    
    98,975
 See accompanying notes to
consolidated financial statements 4




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WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Six Months EndedJune 30,2005
    
    
    2004(Unaudited)CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    38,893
    
    
    $
    42,653Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    10,403
    
    
    
    8,110Deferred taxes
    
    
    388
    
    
    
    339Non-cash stock compensation
    
    
    33
    
    
    
    Amortization of deferred financing costs
    
    
    167
    
    
    
    54249,884
    
    
    
    51,644Changes in assets and liabilities:Accounts receivable
    
    
    6,583
    
    
    
    10,427Prepaid and other assets
    
    
    (3,913
    )
    
    
    4,089Deferred revenue
    
    
    (1,452
    )
    
    
    474Income taxes payable
    
    
    10,661
    
    
    
    6,678Accounts payable and accrued expenses
and other liabilities
    
    
    4,434
    
    
    
    2,526Amounts payable to related parties
    
    
    2,239
    
    
    
    156Net Cash Provided By Operating Activities
    
    
    68,436
    
    
    
    75,994CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,642
    )
    
    
    (2,372
    )Acquisition of companies and other
    
    
    (204
    )
    
    
    6Net Cash Used in Investing Activities
    
    
    (1,846
    )
    
    
    (2,366
    )CASH FLOW FROM FINANCING ACTIVITIES:Issuance of common stock
    
    
    2,275
    
    
    
    11,308Borrowings under bank and other long-term obligations
    
    
    65,000
    
    
    
    155,000Debt repayments and payments of capital lease obligations
    
    
    (35,316
    )
    
    
    (110,295
    )Dividend Payments
    
    
    (9,171
    )
    
    
    Repurchase of common stock
    
    
    (80,850
    )
    
    
    (123,388
    )Deferred financing costs
    
    
    
    
    
    
    (1,269
    )Net Cash Used in Financing Activities
    
    
    (58,062
    )
    
    
    (68,644
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    8,528
    
    
    
    4,984CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    10,932
    
    
    
    8,665CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    19,460
    
    
    $
    13,649
 See accompanying notes to
consolidated financial statements 5




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WESTWOOD ONE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except per share data)
 NOTE
1 Basis of Presentation:
  NOTE 2 Earnings Per Share:
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Options
    
    
    327
    
    
    
    1,625
    
    
    
    462
    
    
    
    1,831Restricted Stock Units
    
    
    40
    
    
    
    
    
    
    
    40
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  6




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Options
    
    
    6,846
    
    
    
    3,751
    
    
    
    4,121
    
    
    
    3,751Restricted
Stock Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    4,000
    
    
    
    4,500
    
    
    
    4,000
    
    
    
    4,500
  NOTE 3 Debt:
  June 30, 2005
    
    
    December 31, 2004Revolving Credit Facility/Term Loan
    
    $
    190,000
    
    
    $
    160,0004.64% Senior Unsecured Notes due 2009
    
    
    50,000
    
    
    
    50,0005.26% Senior Unsecured Notes due 2012
    
    
    150,000
    
    
    
    150,000Fair market value of Swap (a)
    
    
    1,601
    
    
    
    (561
    )$
    391,601
    
    
    $
    359,439
 
 (a)
    
    write-up (write-down) to market value adjustments for debt with qualifying hedges that are
recorded as debt on the balance sheet.  NOTE
4 Related Party Transactions:
   7




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Representation Agreement
    
    $
    6,491
    
    
    $
    6,963
    
    
    $
    12,747
    
    
    $
    13,917Programming and Affiliations
    
    $
    14,073
    
    
    $
    14,849
    
    
    $
    29,262
    
    
    $
    30,410Management Agreement (excluding
warrant amortization)
    
    $
    789
    
    
    $
    759
    
    
    $
    1,548
    
    
    $
    1,462Warrant Amortization
    
    $
    2,427
    
    
    $
    2,427
    
    
    $
    4,854
    
    
    $
    2,765$
    23,780
    
    
    $
    24,998
    
    
    $
    48,411
    
    
    $
    48,554
  NOTE
5 Equity Based Compensation:
      8




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Income as Reported
    
    $
    23,104
    
    
    $
    25,106
    
    
    $
    38,893
    
    
    $
    42,653Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax
    
    
    (1,715
    )
    
    
    (2,275
    )
    
    
    (3,397
    )
    
    
    (4,458
    )Pro Forma Net Income
    
    $
    21,389
    
    
    $
    22,831
    
    
    $
    35,496
    
    
    $
    38,105Net Income Per Share:Basic  As Reported
    
    $
    0.25
    
    
    $
    0.26
    
    
    $
    0.42
    
    
    $
    0.44Basic  Pro Forma
    
    $
    0.23
    
    
    $
    0.24
    
    
    $
    0.38
    
    
    $
    0.39Diluted  As Reported
    
    $
    0.25
    
    
    $
    0.26
    
    
    $
    0.42
    
    
    $
    0.43Diluted  As Pro Forma
    
    $
    0.23
    
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.38
   NOTE
6 Shareholders Equity
  9




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NOTE
7 Subsequent Event
  10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (In thousands except for share and per share amounts)
 EXECUTIVE OVERVIEW
       11




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Results of Operations
 Three Months Ended June 30, 2005 Compared With Three Months Ended June 30, 2004
 Revenues
  Three Months Ended June 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    $
    82,262
    
    
    
    58
    %
    
    $
    76,397
    
    
    
    55
    %National
    
    
    59,575
    
    
    
    42
    %
    
    
    63,188
    
    
    
    45
    %Total (1)
    
    $
    141,837
    
    
    
    100
    %
    
    $
    139,585
    
    
    
    100
    %
 
 (1)
    
    As described above, the Company currently aggregates revenue data based on the type of
commercial airtime sold. A number of advertisers purchase both local/regional and national
commercial airtime. Accordingly, this factor should be considered in evaluating the relative
revenues generated on a local/regional versus national basis. Our objective is to optimize
total revenues from those advertisers.  12




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%,
   Operating Costs
  Three Months Ended June 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production
and distribution
expenses
    
    $
    66,963
    
    
    
    72
    %
    
    $
    64,628
    
    
    
    72
    %Selling expenses
    
    
    14,787
    
    
    
    16
    %
    
    
    14,649
    
    
    
    16
    %Other operating expenses
    
    
    10,953
    
    
    
    12
    %
    
    
    10,484
    
    
    
    12
    %$
    92,703
    
    
    
    100
    %
    
    $
    89,761
    
    
    
    100
    %
 %,
 Depreciation and Amortization
  Corporate General and Administrative Expenses
  Operating Income
  13




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Interest Expense
  Provision for Income Taxes
  Net Income
  Earnings Per Share
  Six Months Ended June 30, 2005 Compared With Six Months Ended June 30, 2004
 Revenues
  Six Months Ended June 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    $
    150,640
    
    
    
    54.6
    %
    
    $
    141,048
    
    
    
    52
    %National
    
    
    125,279
    
    
    
    45.4
    %
    
    
    128,145
    
    
    
    48
    %Total (1)
    
    $
    275,919
    
    
    
    100
    %
    
    $
    269,193
    
    
    
    100
    %
 
 (1)
    
    As described above, the Company currently aggregates revenue data based on the type of
commercial airtime sold. A number of advertisers purchase both local/regional and national
commercial airtime. Accordingly, this factor should be considered in evaluating the relative
revenues generated on a local/regional versus national basis. Our objective is to optimize
total revenues from those advertisers.   14




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Operating Costs
  Six Months Ended June 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production and
distribution expenses
    
    $
    139,730
    
    
    
    74
    %
    
    $
    133,861
    
    
    
    73
    %Selling expenses
    
    
    28,838
    
    
    
    15
    %
    
    
    28,172
    
    
    
    15
    %Other operating expenses
    
    
    21,161
    
    
    
    11
    %
    
    
    21,224
    
    
    
    12
    %$
    189,729
    
    
    
    100
    %
    
    $
    183,257
    
    
    
    100
    %
 %,
  Depreciation and Amortization
  15




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Corporate General and Administrative Expenses
   Operating Income
  Interest Expense
   Provision For Income Taxes
  Net Income
  Earnings Per Share
  Liquidity and Capital Resources
   16




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New Accounting Standards and Interpretations Not Yet Adopted
  17




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Cautionary Statement Concerning Forward-Looking Statements and Factors Affecting Forward-Looking Statements
   
    
    The Company is managed by Infinity under the terms of the Management Agreement, which
expires in 2009. In addition, the Company has extensive business dealings with Infinity
and its affiliates in its normal course of business. The Companys business prospects could
be adversely affected by its inability to retain Infinitys services under the Management
Agreement beyond the contractual term.
 
    
    The Company competes in a highly competitive business. Its radio programming competes
for audiences and advertising revenues directly with radio and television stations and
other syndicated programming, as well as with such other media as newspapers, magazines,
cable television, outdoor advertising and direct mail. Audience ratings and revenue shares
are subject to change and any adverse change in a particular geographic area could have a
material and adverse effect on the Companys ability to attract not only advertisers in
that region, but national advertisers as well. Future operations are further subject to
many factors which could have an adverse effect upon the Companys financial performance.
These factors include:
 - economic conditions, both generally and relative to the broadcasting industry;- shifts in population and other demographics;- the level of competition for advertising dollars;- fluctuations in programming costs;
 18




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- technological changes and innovations;- changes in labor conditions; and- changes in governmental regulations and policies and actions of federal and
state regulatory bodies.
  
    
    The radio broadcasting industry has experienced a significant amount of consolidation in
recent years. As a result, certain major station groups, including Infinity and Clear
Channel Communications, have emerged as powerful forces in the industry. Given the size
and financial resources of these station groups, they may be able to develop their own
programming as a substitute to that offered by the Company or, alternatively, they could
seek to obtain programming from the Companys competitors. Any such occurrences, or merely
the threat of such occurrences, could adversely affect the Companys ability to negotiate
favorable terms with its station affiliates, to attract audiences and to attract
advertisers. In addition, a major station group has recently announced plans to reduce
overall amounts of commercial inventory broadcast on their radio stations. To the extent
similar initiatives are adopted by other major station groups, this could adversely impact
the amount of commercial inventory made available to the Company or increase the cost of
such commercial inventory at the time of renewal of existing affiliate agreements.
 
    
    Changes in U.S. financial and equity markets, including market disruptions and
significant interest rate fluctuations, could impede the Companys access to, or increase
the cost of, external financing for its operations and investments.
 
    
    The Company believes relations with its employees and independent contractors are
satisfactory. However, the Company may be adversely affected by future labor disputes,
which may lead to increased costs or disruption of operations in any of the Company s
business units.
  
 Item 3. Qualitative and Quantitative Disclosures about Market Risk
    19




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Item 4. Controls and Procedures
   20




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PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Issuer Purchases of Equity Securities
 Approximate DollarTotal Number of
    
    
    Value of SharesShares Purchased as
    
    
    that May Yet BePart of Publicly
    
    
    Purchased Under theNumber of Shares
    
    
    Average Price Paid
    
    
    Announced Plan or
    
    
    Plans or ProgramsPeriod
    
    Purchased in Period
    
    
    Per Share
    
    
    Program
    
    
    (A)April 1, 2005 
April 30, 2005
    
    
    580,000
    
    
    $
    19.86
    
    
    
    14,947,424
    
    
    $
    402,023,000May 1, 2005  May
31, 2005
    
    
    445,000
    
    
    
    19.38
    
    
    
    15,392,424
    
    
    
    393,398,000June 1, 2005  June
30, 2005
    
    
    838,000
    
    
    
    20.37
    
    
    
    16,230,424
    
    
    
    376,328,0001,863,000
    
    
    $
    19.98
 
 (A)
    
    Represents remaining authorization from the additional $250 million repurchase authorization
approved on February 24, 2004 and the additional $300 million authorization approved on April
29, 2005.  Items 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    The Annual Meeting of Shareholders of the Company was held on May 19, 2005.(b)
    
    The matters voted upon and the related voting results are as follows (holders
of common stock and Class B stock voted together on all matters except for the election
of two independent members of the Board of Directors, for which holders of common stock
voted alone for the election of Mr. Greenberg and Mr. Herdman).
 21




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(1)
    
    Election of Class III directors:
 FOR
    
    
    WITHHELDGerald Greenberg
    
    
    81,624,196
    
    
    
    3,579,593Steven A. Lerman
    
    
    94,206,011
    
    
    
    5,583,278Joel Hollander
    
    
    94,426,069
    
    
    
    5,363,220Robert K. Herdman
    
    
    83,259,861
    
    
    
    1,943,928
 (2)
    
    Ratification of the selection of PricewaterhouseCoopers LLP
as the independent accountants of the Company for the fiscal year ending
December 31, 2005:
 FOR
    
    
    98,824,443AGAINST
    
    
    961,922ABSTAIN
    
    
    2,924NO VOTE
    
    
    0
 (3)
    
    Approval of the 2005 Equity Compensation Plan of the Company:
 FOR
    
    
    81,949,245AGAINST
    
    
    10,485,622ABSTAIN
    
    
    35,770NO VOTE
    
    
    7,318,652
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit Number (A)
    
    Description of Exhibit3.1
    
    Restated Certificate of Incorporation of the Company, as filed on October 25, 2002. (1)3.2
    
    Bylaws of Company as currently in effect. (2)4.1
    
    Note Purchase Agreement, dated as of December 3, 2002, between the Company and the
Purchasers parties thereto. (3)10.1*
    
    Form Restricted Stock Unit Agreement for Outside Directors under the Company 2005 Equity
Compensation Plan (4)10.2*
    
    Company 2005 Equity Compensation Plan (4)10.3*
    
    Amendment to the Company 1999 Stock Incentive Plan (4)10.4*
    
    Notice to Norman J. Pattiz, dated May 25, 2005, regarding Modification of Stock Option
Awards Granted Under Company 1999 Stock Incentive Plan (4)31.a**
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.b**
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.a***
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.b***
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 22




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##### Table of Contents



*
    
    Indicates a management contract or compensatory plan.**
    
    Filed herewith.***
    
    Furnished herewith.(A)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.(1)
    
    Filed as an exhibit to Company s quarterly report on Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference.(2)
    
    Filed as an exhibit to Company s annual report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.(3)
    
    Filed as an exhibit to Company s current report on Form 8-K dated December 3, 2002
and incorporated herein by reference.(4)
    
    Filed as an exhibit to Company s current report on Form 8-K, dated May 25, 2005
and incorporated herein by reference. 23




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##### Table of Contents



SIGNATURES
  WESTWOOD ONE, INC.By:
    /S/ Shane CoppolaName:
    Shane CoppolaTitle:
    Chief Executive OfficerBy:
    /S/ Andrew ZarefName:
    Andrew ZarefTitle:
    Chief Financial Officer  24




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number (A)
    
    Description of Exhibit3.1
    
    Restated Certificate of Incorporation of the Company, as filed on October 25, 2002. (1)3.2
    
    Bylaws of the Company as currently in effect. (2)4.1
    
    Note Purchase Agreement, dated as of December 3, 2002, between the Company and the
Purchasers parties thereto. (3)10.1*
    
    Form Restricted Stock Unit Agreement for Outside Directors under the Company 2005
Equity Compensation Plan (4)10.2*
    
    Company 2005 Equity Compensation Plan (4)10.3*
    
    Amendment to the Company 1999 Stock Incentive Plan (4)10.4*
    
    Notice to Norman J. Pattiz, dated May 25, 2005, regarding Modification of Stock Option
Awards Granted Under Company 1999 Stock Incentive Plan (4)31.a**
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.31.b**
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.32.a***
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the
Sarbanes-Oxley Act of 2002.32.b***
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan.**
    
    Filed herewith.***
    
    Furnished herewith.(A)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.(1)
    
    Filed as an exhibit to Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference.(2)
    
    Filed as an exhibit to Companys annual report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.(3)
    
    Filed as an exhibit to Companys current report on Form 8-K dated December 3, 2002
and incorporated herein by reference.(4)
    
    Filed as an exhibit to Companys current report on Form 8-K, dated May 25, 2005 and
incorporated herein by reference. 25