##### 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 March 31, 2008
 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
    
    95-3980449(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)40 West 57thStreet, 5thFloor, New York, NY
(Address of principal executive offices)
    
    10019
(Zip Code)
 (212) 641-2000
 
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 o þ




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##### 



WESTWOOD ONE, INC.
 INDEX
  
 Page No.PART
I. FINANCIAL INFORMATIONItem 1.
Financial Statements (unaudited)Consolidated
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
    
    
    14Item 3. Quantitative and Qualitative Disclosures
About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of
Security Holders
    
    
    25Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    28Exhibit Index
    
    
    29Exhibit 31.aExhibit 31.bExhibit 32.aExhibit 32.b
   2




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PART I. FINANCIAL INFORMATION
 
 WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    5,931
    
    
    $
    6,187Accounts receivable, net of allowance for doubtful accounts
of $3,415 (2008) and $3,602 (2007)
    
    
    101,378
    
    
    
    108,271Warrants, current portion
    
    
    
    
    
    
    9,706Prepaid and other assets
    
    
    10,878
    
    
    
    13,990Total Current Assets
    
    
    118,187
    
    
    
    138,154PROPERTY AND EQUIPMENT, NET
    
    
    34,514
    
    
    
    33,012GOODWILL
    
    
    464,114
    
    
    
    464,114INTANGIBLE ASSETS, NET
    
    
    3,247
    
    
    
    3,443OTHER ASSETS
    
    
    23,949
    
    
    
    31,034TOTAL ASSETS
    
    $
    644,011
    
    
    $
    669,757LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturity of long-term debt
    
    $
    138,100
    
    
    $
    Accounts payable
    
    
    17,533
    
    
    
    17,378Amounts payable to related parties
    
    
    16,390
    
    
    
    30,859Deferred revenue
    
    
    4,621
    
    
    
    5,815Income taxes payable
    
    
    
    
    
    
    7,246Accrued expenses and other liabilities
    
    
    30,001
    
    
    
    29,562Total Current Liabilities
    
    
    206,645
    
    
    
    90,860LONG-TERM DEBT
    
    
    201,783
    
    
    
    345,244OTHER LIABILITIES
    
    
    6,209
    
    
    
    6,022TOTAL LIABILITIES
    
    
    414,637
    
    
    
    442,126COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYPreferred stock: authorized 10,000 shares, none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value: authorized, 300,000 shares;
issued and outstanding, 101,352 (2008) and 87,105 (2007)
    
    
    1,018
    
    
    
    872Class B stock, $.01 par value: authorized, 3,000 shares;
issued and outstanding, 292 (2008 and 2007)
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    295,178
    
    
    
    290,786Unrealized gain on available for sale securities
    
    
    8,503
    
    
    
    5,955Accumulated deficit
    
    
    (75,328
    )
    
    
    (69,985
    )TOTAL SHAREHOLDERS EQUITY
    
    
    229,374
    
    
    
    227,631TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY
    
    $
    644,011
    
    
    $
    669,757
   3




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WESTWOOD ONE, INC
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
 Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)NET REVENUE
    
    $
    106,627
    
    
    $
    113,959Operating Costs (includes related party expenses
of $17,827 and $18,943, respectively)
    
    
    94,229
    
    
    
    97,435Depreciation and Amortization (includes related party
warrant amortization of $1,618 and
$2,427, respectively)
    
    
    3,976
    
    
    
    5,031Corporate General and Administrative Expenses
(includes related party expenses of $656
and $830, respectively)
    
    
    3,466
    
    
    
    3,876Special Charges
    
    
    7,956
    
    
    
    355109,627
    
    
    
    106,697OPERATING (LOSS) INCOME
    
    
    (3,000
    )
    
    
    7,262Interest Expense
    
    
    5,399
    
    
    
    6,097Other Income
    
    
    (41
    )
    
    
    (LOSS) INCOME BEFORE INCOME TAXES
    
    
    (8,358
    )
    
    
    1,165INCOME TAX EXPENSE (BENEFIT)
    
    
    (3,020
    )
    
    
    450NET (LOSS) INCOME
    
    $
    (5,338
    )
    
    $
    715EARNINGS (LOSS) PER SHARECOMMON STOCKBASIC
    
    $
    (0.06
    )
    
    $
    0.01DILUTED
    
    $
    (0.06
    )
    
    $
    0.01CLASS B STOCKBASIC
    
    $
    
    
    
    $
    0.02DILUTED
    
    $
    
    
    
    $
    0.02WEIGHTED AVERAGE SHARES OUTSTANDING:COMMON STOCKBASIC
    
    
    89,423
    
    
    
    86,072DILUTED
    
    
    89,423
    
    
    
    86,079CLASS B STOCKBASIC
    
    
    292
    
    
    
    292DILUTED
    
    
    292
    
    
    
    292
  4




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WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007CASH FLOW FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (5,338
    )
    
    $
    715Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    3,977
    
    
    
    5,031Deferred taxes
    
    
    522
    
    
    
    (257
    )Non-cash stock compensation
    
    
    2,123
    
    
    
    2,755Amortization of deferred financing costs
    
    
    352
    
    
    
    1211,636
    
    
    
    8,365Changes in assets and liabilities:Accounts receivable
    
    
    6,893
    
    
    
    16,463Prepaid and other assets
    
    
    6,652
    
    
    
    624Deferred revenue
    
    
    (1,194
    )
    
    
    (591
    )Income taxes payable and prepaid income taxes
    
    
    (10,894
    )
    
    
    (7,167
    )Accounts payable and accrued expenses
and other liabilities
    
    
    620
    
    
    
    (9,603
    )Amounts payable to related parties
    
    
    (14,469
    )
    
    
    8,558Net Cash (Used) Provided By Operating Activities
    
    
    (10,756
    )
    
    
    16,649CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (3,664
    )
    
    
    (906
    )Net Cash Used In Investing Activities
    
    
    (3,664
    )
    
    
    (906
    )CASH FLOW FROM FINANCING ACTIVITIES:Issuance of common stock
    
    
    22,750
    
    
    
    Borrowings under bank and other long-term obligations
    
    
    
    
    
    
    10,000Debt repayments and payments of capital lease obligations
    
    
    (7,049
    )
    
    
    (30,178
    )Dividend payments
    
    
    
    
    
    
    (1,731
    )Deferred financing costs
    
    
    (1,537
    )
    
    
    Net Cash Provided By (Used in) Financing Activities
    
    
    14,164
    
    
    
    (21,909
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (256
    )
    
    
    (6,166
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    6,187
    
    
    
    11,528CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    5,931
    
    
    $
    5,362
  5




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WESTWOOD ONE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (in thousands, except per share amounts)
 NOTE 1 Basis of Presentation:
  NOTE 2 Income Taxes:
   NOTE 3 Equity Based Compensation:
 Equity Compensation Activity
  Weighted2008
    
    
    AverageShares
    
    
    Exercise PriceUnvested at December 31, 2007
    
    
    3,888
    
    
    $
    21.86Granted during the period
    
    
    2,685
    
    
    
    1.82Forfeited during the period
    
    
    (226
    )
    
    
    18.06Unvested at March 31, 2008
    
    
    6,347
    
    
    $
    13.52
   6




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
 NOTE 4 Comprehensive (Loss) Income:
  Three Months EndedMarch 31,2008
    
    
    2007Net (Loss) Income
    
    $
    (5,338
    )
    
    $
    715Other Comprehensive Income (Loss):Unrealized Gain
    
    
    2,548
    
    
    
    312Comprehensive (Loss) Income
    
    $
    (2,790
    )
    
    $
    1,027
 NOTE 5 Special Charges:
  Three Months EndedMarch 31,2008
    
    
    2007Professional and other fees related to the new CBS Agreements
    
    $
    2,956
    
    
    $
    355Closing payment to CBS Radio related to new CBS Agreements
    
    
    5,000
    
    
    
    Special Charges
    
    $
    7,956
    
    
    $
    355
 NOTE 6 Earnings Per Share:
    7




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
  Three Months EndedMarch 31,2008
    
    
    2007Net (Loss) Income
    
    $
    (5,338
    )
    
    $
    715Less: distributed earnings to Common shareholders
    
    
    
    
    
    
    1,726Less: distributed earnings to Class B shareholders
    
    
    
    
    
    
    5Undistributed loss
    
    $
    (5,338
    )
    
    $
    (1,016
    )(Loss) Earnings  Common stockBasicDistributed earnings to Common shareholders
    
    $
    
    
    
    $
    1,726Undistributed loss allocated to Common shareholders
    
    
    (5,338
    )
    
    
    (1,016
    )Total (Loss) Earnings   Common stock, basic
    
    $
    (5,338
    )
    
    $
    710DilutedDistributed earnings to Common shareholders
    
    $
    
    
    
    $
    1,726Distributed earnings to Class B shareholders
    
    
    
    
    
    
    Undistributed loss allocated to Common shareholders
    
    
    (5,338
    )
    
    
    (1,016
    )Total (Loss) Earnings   Common stock, diluted
    
    $
    (5,338
    )
    
    $
    710Weighted average Common shares outstanding, basic
    
    
    89,423
    
    
    
    86,072Share-based compensation shares
    
    
    
    
    
    
    7Warrants
    
    
    
    
    
    
    Weighted average Class B shares
    
    
    
    
    
    
    Weighted average Common shares outstanding, diluted
    
    
    89,423
    
    
    
    86,079(Loss) Earnings per Common share, basicDistributed earnings, basic
    
    $
    
    
    
    $
    0.02Undistributed earnings (loss)  basic
    
    
    (0.06
    )
    
    
    (0.01
    )Total
    
    $
    (0.06
    )
    
    $
    0.01(Loss) Earnings per Common share, dilutedDistributed earnings, diluted
    
    $
    
    
    
    $
    0.02Undistributed earnings (loss)  diluted
    
    
    (0.06
    )
    
    
    (0.01
    )Total
    
    $
    (0.06
    )
    
    $
    0.01Earnings Class B stockBasicDistributed earnings to Class B shareholders
    
    $
    
    
    
    $
    5Undistributed earnings allocated to Class B
Shareholders
    
    
    
    
    
    
    Total Earnings  Class B stock, basic
    
    $
    
    
    
    $
    5DilutedDistributed Earnings to Class B shareholders
    
    
    
    
    
    
    5
  8




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
 Three Months EndedMarch 31,2008
    
    
    2007Undistributed earnings allocated to Class B
shareholders
    
    
    
    
    
    
    Total Earnings  Class B stock, diluted
    
    $
    
    
    
    $
    5Weighted average Class B shares outstanding, basic
    
    
    292
    
    
    
    292Share-based compensation
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    Weighted average Class B shares outstanding, diluted
    
    
    292
    
    
    
    292Earnings per Class B share, basicDistributed earnings, basic
    
    $
    
    
    
    $
    0.02Undistributed earnings  basic
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    0.02Earnings per Class B share, dilutedDistributed earnings, diluted
    
    $
    
    
    
    $
    0.02Undistributed earnings  diluted
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    0.02
  Three Months EndedMarch 31,2008
    
    
    2007Options
    
    
    6,636
    
    
    
    5,907Restricted Stock
    
    
    978
    
    
    
    1,012Restricted Stock Units
    
    
    205
    
    
    
    210Warrants
    
    
    
    
    
    
    3,000
  NOTE 7 Debt:
  March 31, 2008
    
    
    December 31, 2007Revolving Credit Facility/Term Loan
    
    $
    138,100
    
    
    $
    145,0004.64% Senior Notes due 2009
    
    
    50,000
    
    
    
    50,0005.26% Senior Notes due 2012
    
    
    150,000
    
    
    
    150,000Fair market value of Swap (a)
    
    
    1,783
    
    
    
    244339,883
    
    
    
    345,244Less current maturity
    
    
    (138,100
    )
    
    
    $
    201,783
    
    
    $
    345,244
 (a)
    
    write-up (write-down) to market value adjustments for debt with qualifying hedges that are
recorded as debt on the balance sheet.  9




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
    NOTE 8 Related Party Transactions:
    Three Months EndedMarch 31,2008
    
    
    2007Representation Agreement
    
    $
    5,698
    
    
    $
    6,750Programming and Affiliations
    
    
    12,129
    
    
    
    12,193Management Agreement (excluding warrant amortization)
    
    
    610
    
    
    
    830Warrant Amortization
    
    
    1,617
    
    
    
    2,427Payment due upon closing of Master Agreement
    
    
    5,000
    
    
    
    $
    25,054
    
    
    $
    22,200
  10




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
   NOTE 9 Shareholders Equity
  NOTE 10 Fair Value Measurements
    Fair Value Hierarchy
  
    
    Level 1  Quoted prices in active markets that are unadjusted and accessible at the
measurement date for identical, unrestricted assets or liabilities;
    
    Level 2  Quoted prices for identical assets and liabilities in markets that are not
active, quoted prices for similar assets and liabilities in active markets or financial
instruments for which significant inputs are observable, either directly or indirectly;
    
    Level 3  Prices or valuations that require inputs that are both significant to the
fair value measurement and unobservable.
  11




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
  Items Measured at Fair Value on a Recurring Basis
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Investments (1)
    
    $
    14,157
    
    
    $
    
    
    
    $
    
    
    
    $
    14,157Derivative Assets (1)
    
    
    
    
    
    
    1,783
    
    
    
    
    
    
    
    1,783Total Assets
    
    $
    14,157
    
    
    $
    1,783
    
    
    $
    
    
    
    $
    15,940Liabilities:Derivative Liabilities (2)
    
    $
    
    
    
    $
    1,783
    
    
    $
    
    
    
    $
    1,783Total Liabilities
    
    $
    
    
    
    $
    1,783
    
    
    $
    
    
    
    $
    1,783
 (1)
    
    Included in Other Assets in the accompanying Balance Sheet(2)
    
    Included in Long-Term Debt in the accompanying Balance Sheet NOTE 11 Recent Accounting Pronouncements
    12




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WESTWOOD ONE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
    13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (In thousands except per share amounts)
 EXECUTIVE OVERVIEW
        14




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15




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Results of Operations
 Three Months Ended March 31, 2008 Compared With Three Months Ended March 31, 2007
 Revenue
  Three Months Ended March 31,2008
    
    
    2007$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    $
    47,442
    
    
    
    44
    %
    
    $
    53,423
    
    
    
    47
    %National
    
    
    59,185
    
    
    
    56
    %
    
    
    60,536
    
    
    
    53
    %Total (1)
    
    $
    106,627
    
    
    
    100
    %
    
    $
    113,959
    
    
    
    100
    %
 (1)
    
    As described above, the Company currently aggregates revenue data based on the type or
duration 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. %
 Operating Costs
  Three Months Ended March 31,2008
    
    
    2007$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production and
distribution expenses
    
    $
    74,741
    
    
    
    79
    %
    
    $
    76,798
    
    
    
    78
    %Selling expenses
    
    
    9,215
    
    
    
    10
    %
    
    
    9,981
    
    
    
    11
    %Stock-based compensation
    
    
    1,154
    
    
    
    1
    %
    
    
    1,376
    
    
    
    1
    %Other operating expenses
    
    
    9,119
    
    
    
    10
    %
    
    
    9,280
    
    
    
    10
    %$
    94,229
    
    
    
    100
    %
    
    $
    97,435
    
    
    
    100
    %
  16




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%,
 Depreciation and Amortization
  Corporate General and Administrative Expenses
  Special Charges
  Operating (Loss) Income
   Interest Expense
  Provision for Income Taxes
   17




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Net (Loss) Income
  Earnings Per Share
  Liquidity and Capital Resources
       18




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Recent Accounting Pronouncements
      19




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Cautionary Statement Concerning Forward-Looking Statements and Factors Affecting Forward-Looking
Statements
   Risks Related to Our Business
 Our operating income has declined since 2002. We may not be able to reverse this trend
  Our business may not grow in the future
  We may not be able to obtain future capital on terms favorable to us which could have negative
consequences on our business .
   20




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Our revenue could further decline as a result of general and industry-specific economic trends, and
declines in consumer spending
  Our audience and revenue may decline as a result of programming changes made by our affiliated
stations .
  Competition may adversely affect our business and cause our stock price to decline .
  
    
    advertiser spending patterns, including the notion that orders are being placed
in close proximity to air, limiting visibility of demand;
    
    the level of competition for advertising dollars, including by new entrants into
the radio advertising sales market, including Google;
    
    new competitors or existing competitors with expanded resources, including as a
result of consolidation (as described below), NAVTEQs purchase of Traffic.com or
the proposed merger between XM Satellite Radio and Sirius Satellite Radio;
    
    lower than anticipated market acceptance of new or existing products;
    
    technological changes and innovations;
    
    fluctuations in programming costs;
    
    shifts in population and other demographics;
    
    changes in labor conditions; and
    
    changes in governmental regulations and policies and actions of federal and
state regulatory bodies.
  21




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Continued consolidation in the radio broadcast industry could adversely affect our operating
results
 e.g.,
 We may be required to recognize further impairment charges
  Risks Relating to Our Common stock
 Our stock price has been volatile, is likely to continue to be volatile, and could continue to
decline
   
    
    actual or anticipated fluctuations in our quarterly and annual operating results;
    
    changes in expectations as to our future financial performance or changes in financial
estimates of securities analysts;
    
    success or failure in our operating and growth strategies; and
    
    realization of any of the risks described in these risk factors.
  22




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
       
 Item 4. Controls and Procedures
   23




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 Issuer Purchases of Equity Securities
 Approximate DollarTotal Number of
    
    
    Value of Shares thatTotal
    
    
    
    
    
    
    Shares Purchased as
    
    
    May Yet BeNumber of Shares
    
    
    
    
    
    
    Part of Publicly
    
    
    Purchased UnderPurchased in
    
    
    Average Price Paid
    
    
    Announced Plan or
    
    
    the Plans orPeriod
    
    Period
    
    
    Per Share
    
    
    Program
    
    
    Programs (A)1/1/08  1/31/08
    
    
    
    
    
    
    N/A
    
    
    
    21,001,424
    
    
    $
    290,490,0002/1/08  2/29/08
    
    
    
    
    
    
    N/A
    
    
    
    21,001,424
    
    
    $
    290,490,0003/1/08  3/31/08
    
    
    
    
    
    
    N/A
    
    
    
    21,001,424
    
    
    $
    290,490,000
 (A)
    
    Represents remaining authorization from the $250 million repurchase authorization approved on
February 24, 2004 and the additional $300 million authorization approved on April 29, 2004.  24




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    The 2007 Annual Meeting of Shareholders of the Company was held on February 12,
2008.(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 the independent member of the Board of Directors, Mr. Smith, for whom
holders of common stock voted alone). The following vote totals (with the exception of
the totals for Mr. Smith) reflect that each share of Class B stock is entitled to 50
votes per share.
 (1)
    
    Election of Class I Directors:
 FOR
    
    
    WITHHELDNorman J. Pattiz
    
    
    64,742,897
    
    
    
    14,961,737Joseph B. Smith
    
    
    51,179,257
    
    
    
    13,939,877Thomas F.X. Beusse
    
    
    69,962,486
    
    
    
    9,742,148
  (2)
    
    Ratification of the selection of PricewaterhouseCoopers LLP
as the independent registered public accounting firm of the Company for the
fiscal year ending December 31, 2007:
 FOR
    
    
    78,918,199AGAINST
    
    
    726,667ABSTAIN
    
    
    59,768NO VOTE
    
    
    0
 (3)
    
    Approval of the Master Agreement between the Company and CBS
Radio Inc. and the other definitive agreements with CBS attached as exhibits to
the Master Agreement:
 FOR
    
    
    65,212,291AGAINST
    
    
    761,508ABSTAIN
    
    
    11,798NO VOTE
    
    
    0
  25




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNumber (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)4.1.1
    
    First Amendment, dated as of February 28, 2008, to Note
Purchase Agreement, dated as of December 3, 2002, by
and between Registrant and the noteholders parties
thereto. (4)10.1+
    
    Form Stock Option Agreement under the Westwood One,
Inc. 1999 Stock Incentive Plan for non-director
participants (5)10.2+
    
    Amendment No. 3, effective January 8, 2008, to the
employment agreement by and between Registrant and
Norman Pattiz (6)10.3+
    
    Employment Agreement, effective as of January 8, 2008,
by and between Registrant and Thomas F.X. Beusse. (6)10.4+
    
    Consent Agreement, dated as of January 8, 2008, made by
and among CBS Radio Inc., Registrant, and Thomas F.X.
Beusse. (6)10.5+
    
    Stand-Alone Stock Option Agreement, dated as of January
8, 2008, by and between Registrant and Thomas F.X.
Beusse. (6)10.6
    
    Amendment No. 2, dated as of January 11, 2008, to the
Credit Agreement, dated as of March 3, 2004, between
Registrant, the Subsidiary Guarantors parties thereto,
the Lenders parties thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent (7)10.7
    
    Amendment No. 3, dated as of February 25, 2008, to the
Credit Agreement, dated as of March 3, 2004, between
Registrant, the Subsidiary Guarantors parties thereto,
the Lenders parties thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent (8)10.8
    
    Intercreditor and Collateral Trust Agreement, dated as
of February 28, 2008, by and among Registrant, the
Subsidiary Guarantors parties thereto, JPMorgan Chase
Bank, N.A., as Administrative Agent, the financial
institutions that hold the Notes and The Bank of New
York, as Collateral Trustee (4)10.9
    
    Shared Security Agreement, dated as of February 28,
2008, by and among Registrant, the Subsidiary
Guarantors parties thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and The Bank of New York, as
Collateral Trustee (4)10.10
    
    Shared Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing, dated as of February 28,
2008, by Registrant, to First American Title Insurance
Company, as Trustee, for the benefit of The Bank of New
York, as Beneficiary (4)10.11+
    
    Letter Agreement, dated February 25, 2008, by and
between Registrant and Norman J. Pattiz (9)10.12
    
    Purchase Agreement, dated February 25, 2008, between
Registrant and Gores Radio Holdings, LLC. (9)10.13
    
    Registration Rights Agreement, dated March 3, 2008,
between Registrant and Gores Radio Holdings, LLC. (10)10.14
    
    Mutual General Release and Covenant Not to Sue, dated
as of March 3, 2008, by and between Registrant and CBS
Radio Inc. (10)
  26




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##### Table of Contents



ExhibitNumber (A)
    
    Description of Exhibit10.15
    
    Amended and Restated News Programming Agreement, dated
as of March 3, 2008, by and between Registrant and CBS
Radio Inc. (10)10.16
    
    Amended and Restated Technical Services Agreement,
dated as of March 3, 2008, by and between Registrant
and CBS Radio Inc. (10)10.17
    
    Amended and Restated Trademark License Agreement, dated
as of March 3, 2008, by and between Registrant and CBS
Radio Inc. (10)10.18
    
    Registration Rights Agreement, dated as of March 3,
2008, by and between Registrant and CBS Radio Inc. (10)10.19
    
    Lease for 524 W. 57th Street, dated as of March 3,
2008, by and between Registrant and CBS Broadcasting
Inc. (10)10.20
    
    Form Westwood One Affiliation Agreement, dated February
29, 2008, between Westwood One, Inc. on its behalf and
on behalf of its affiliate, Westwood One Radio
Networks, Inc. and CBS Radio Inc., on its behalf and on
behalf of certain CBS Radio stations (10)10.21
    
    Form Metro Affiliation Agreement, dated as of February
29, 2008, by and between Metro Networks Communications,
Limited Partnership, and CBS Radio Inc., on its behalf
and on behalf of certain CBS Radio stations (10)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.
 *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Indicates a management contract or compensatory plan.(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 Registrants current report on Form 8-K dated February 28, 2008 and
incorporated herein by reference.(5)
    
    Filed as an exhibit to Registrants current report on Form 8-K dated March 14, 2008 and
incorporated herein by reference.(6)
    
    Filed as an exhibit to Companys current report on Form 8-K dated January 8, 2008 and
incorporated herein by reference.(7)
    
    Filed as an exhibit to Registrants current report on Form 8-K dated January 11, 2008 and
incorporated herein by reference.(8)
    
    Filed as an exhibit to Registrants current report on Form 8-K dated February 25, 2008 (filed
on February 29, 2008) and incorporated herein by reference.(9)
    
    Filed as an exhibit to Registrants current report on Form 8-K dated February 25, 2008 (filed
on February 27, 2008) and incorporated herein by reference.(10)
    
    Filed as an exhibit to Registrants current report on Form 8-K dated March 3, 2008 and
incorporated herein by reference.  27




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##### Table of Contents



SIGNATURES
  WESTWOOD ONE, INC.By:
    /S/ Thomas F.X. BeusseName: Thomas F.X. BeusseTitle: Chief Executive OfficerBy:
    /S/ Gary J. YuskoName: Gary J. YuskoTitle: Chief Financial OfficerDate: May 8, 2008  28




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit31.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.
 
 *
    
    Filed herewith.**
    
    Furnished herewith.  29