##### Table of Contents



UNITED
STATES 
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 [ X ]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 [    ]
    
    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 001-14691
 WESTWOOD ONE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    95-3980449
(I.R.S. Employer
Identification No.)40 West 57thStreet, 5thFloor, New York, NY
(Address of principal executive offices)
    
    10019
(Zip Code)
 (212) 641-2000
 
 X
  X
 X




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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
    
    
    14Item 3. Qualitative and Quantitative Disclosures
About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of
Security Holders
    
    
    22Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24
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PART I. FINANCIAL INFORMATION
 WESTWOOD ONE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (unaudited)
 (In thousands, except share amounts)
 March 31,
    
    
    December 31,2006
    
    
    2005(Restated)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    6,410
    
    
    $
    10,399Accounts receivable, net of allowance for doubtful accounts
of $2,591 (2006) and $2,797 (2005)
    
    
    109,099
    
    
    
    135,184Prepaid taxes
    
    
    8,960
    
    
    
    Prepaid and other assets
    
    
    20,991
    
    
    
    26,662Total Current Assets
    
    
    145,460
    
    
    
    172,245PROPERTY AND EQUIPMENT, NET
    
    
    40,298
    
    
    
    41,166GOODWILL
    
    
    982,219
    
    
    
    982,219INTANGIBLE ASSETS, NET
    
    
    4,852
    
    
    
    5,007OTHER ASSETS
    
    
    41,097
    
    
    
    39,009TOTAL ASSETS
    
    $
    1,213,926
    
    
    $
    1,239,646LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    16,977
    
    
    $
    15,044Amounts payable to related parties
    
    
    21,906
    
    
    
    21,192Deferred revenue
    
    
    7,862
    
    
    
    9,086Income taxes payable
    
    
    
    
    
    
    21,861Accrued expenses and other liabilities
    
    
    44,247
    
    
    
    32,968Total Current Liabilities
    
    
    90,992
    
    
    
    100,151LONG-TERM DEBT
    
    
    425,316
    
    
    
    427,514OTHER LIABILITIES
    
    
    7,776
    
    
    
    7,952TOTAL LIABILITIES
    
    
    524,084
    
    
    
    535,617COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYPreferred stock: authorized 10,000,000 shares, none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value: authorized, 252,751,250 shares;
issued and outstanding, 86,242,901 (2006) and 86,673,821 (2005)
    
    
    860
    
    
    
    867Class B stock, $.01 par value: authorized, 3,000,000 shares;
issued and outstanding, 291,796 (2006 and 2005)
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    289,512
    
    
    
    300,419Unrealized gain on available for sale securities
    
    
    8,870
    
    
    
    Accumulated earnings
    
    
    390,597
    
    
    
    402,740TOTAL SHAREHOLDERS EQUITY
    
    
    689,842
    
    
    
    704,029TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,213,926
    
    
    $
    1,239,646
  3




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WESTWOOD ONE, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Three Months EndedMarch 31,(Unaudited)2006
    
    
    2005(Restated)NET REVENUES
    
    $
    120,772
    
    
    $
    134,082Operating Costs (includes related party expenses
of $21,396 and $21,445, respectively)
    
    
    110,810
    
    
    
    99,240Depreciation and Amortization (includes related party
warrant amortization of $2,427 and $2,427, respectively)
    
    
    5,122
    
    
    
    5,256Corporate General and Administrative Expenses
(includes related party expenses of $789 and
$759, respectively)
    
    
    4,980
    
    
    
    3,761120,912
    
    
    
    108,257OPERATING (LOSS) INCOME
    
    
    (140
    )
    
    
    25,825Interest Expense
    
    
    5,988
    
    
    
    3,711Other (Income) Expense
    
    
    (109
    )
    
    
    (60
    )(LOSS) INCOME BEFORE INCOME TAXES
    
    
    (6,019
    )
    
    
    22,174INCOME TAXES
    
    
    (2,492
    )
    
    
    8,330NET (LOSS) INCOME
    
    $
    (3,527
    )
    
    $
    13,844(LOSS) EARNINGS PER SHARE:BASIC
    
    $
    (0.04
    )
    
    $
    0.15DILUTED
    
    $
    (0.04
    )
    
    $
    0.15WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC
    
    
    86,476
    
    
    
    93,696DILUTED
    
    
    86,992
    
    
    
    94,138
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WESTWOOD ONE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Three Months EndedMarch 31,(Unaudited)2006
    
    
    2005(Restated)CASH FLOW FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (3,527
    )
    
    $
    13,844Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    5,122
    
    
    
    5,256Deferred taxes
    
    
    (1,455
    )
    
    
    (1,293
    )Non-cash stock compensation
    
    
    3,385
    
    
    
    3,391Amortization of deferred financing costs
    
    
    84
    
    
    
    843,609
    
    
    
    21,282Changes in assets and liabilities:Accounts receivable
    
    
    26,085
    
    
    
    18,963Prepaid and other assets
    
    
    7,646
    
    
    
    2,086Deferred revenue
    
    
    (1,224
    )
    
    
    (3,561
    )Income taxes payable and prepaid income taxes
    
    
    (30,821
    )
    
    
    8,280Accounts payable and accrued expenses
and other liabilities
    
    
    11,004
    
    
    
    6,749Amounts payable to related parties
    
    
    714
    
    
    
    3,489Net Cash Provided By Operating Activities
    
    
    17,013
    
    
    
    57,288CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,532
    )
    
    
    (803
    )Acquisition of companies and other
    
    
    55
    
    
    
    (204
    )Net Cash Used in Investing Activities
    
    
    (1,477
    )
    
    
    (1,007
    )CASH FLOW FROM FINANCING ACTIVITIES:Issuance of common stock
    
    
    302
    
    
    
    193Borrowings under bank and other long-term obligations
    
    
    
    
    
    
    10,000Debt repayments and payments of capital lease obligations
    
    
    (167
    )
    
    
    (25,156
    )Dividend payments
    
    
    (8,616
    )
    
    
    Repurchase of common stock
    
    
    (11,044
    )
    
    
    (47,577
    )Windfall tax benefits from stock option exercises
    
    
    
    
    
    
    6Net Cash Used in Financing Activities
    
    
    (19,525
    )
    
    
    (62,534
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (3,989
    )
    
    
    (6,253
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    10,399
    
    
    
    10,932CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    6,410
    
    
    $
    4,679
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WESTWOOD ONE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share and per share data)
 NOTE 1- Basis of Presentation:
  NOTE 2 Equity Based Compensation:
 Equity Compensation Plans
       6




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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
  Adoption of SFAS 123R
      Selected Balance Sheet Data:
 December 31, 2005As previouslyreported
    
    Adjustment
    
    As restatedDeferred tax (liability) /asset
    
    $
    (10,619
    )
    
    $
    19,388
    
    
    $
    8,769Paid-in capital
    
    
    211,610
    
    
    
    88,809
    
    
    
    300,419Retained earnings
    
    
    472,161
    
    
    
    (69,421
    )
    
    
    402,740
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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
 Selected Statement of Operations Data:
 Three Months Ended March 31, 2005As previouslyreported
    
    
    Adjustment
    
    
    As restatedOperating Costs
    
    
    $97,026
    
    
    
    $2,214
    
    
    
    $99,240Corporate General and
Administrative Expenses
    
    
    2,584
    
    
    
    1,177
    
    
    
    3,761Income Before Income Taxes
    
    
    25,565
    
    
    
    (3,391
    )
    
    
    22,174Income Taxes
    
    
    9,776
    
    
    
    (1,446
    )
    
    
    8,330Net Income
    
    
    15,789
    
    
    
    (1,945
    )
    
    
    13,844Basic Earnings Per Share
    
    
    0.17
    
    
    
    
    
    
    
    0.15Diluted Earnings Per Share
    
    
    0.17
    
    
    
    
    
    
    
    0.15
 Equity Compensation Activity
  WeightedGrant
    
    
    AverageDate
    
    
    Grant Date2006
    
    
    Fair
    
    
    Fair ValueShares
    
    
    Value
    
    
    Per ShareOutstanding at December 31, 2005
    
    
    100,683
    
    
    
    $1,819
    
    
    
    $18.07Granted during the period
    
    
    91,667
    
    
    
    1,398
    
    
    
    15.25Dividend equivalents during the period
    
    
    1,680
    
    
    
    19
    
    
    
    11.15Forfeited during the period
    
    
    (10,238
    )
    
    
    (204
    )
    
    
    19.88Converted to common stock
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of period
    
    
    183,792
    
    
    
    $3,032
    
    
    
    $16.50
   8




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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
 WeightedGrant
    
    
    AverageDate
    
    
    Grant Date2006
    
    
    Fair
    
    
    Fair ValueShares
    
    
    Value
    
    
    Per ShareUnvested at December 31, 2005
    
    
    
    
    
    
    $      
    
    
    
    $     Granted during the period
    
    
    289,080
    
    
    
    4,124
    
    
    
    14.27Dividend equivalents during the period
    
    
    2,593
    
    
    
    29
    
    
    
    11.15Vested during the period
    
    
    
    
    
    
    
    
    
    
    Forfeited during the period
    
    
    
    
    
    
    
    
    
    
    Unvested at March 31, 2006
    
    
    291,673
    
    
    
    $ 4,153

    
    
    
    $14.24
   2006WeightedAverageExerciseShares
    
    
    PriceOutstanding at December 31, 2005
    
    
    7,787,589
    
    
    $
    25.07Granted during the period
    
    
    728,060
    
    
    
    14.64Exercised during the period
    
    
    (30,000
    )
    
    
    10.09Cancelled during the period
    
    
    (254,700
    )
    
    
    26.98Forfeited during the period
    
    
    
    
    
    
    Outstanding at March 31, 2006
    
    
    8,230,949
    
    
    $
    24.14
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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
   2006
    
    2005Risk-Free Interest Rate
    
    
    4.50
    %
    
    
    4.11
    %Expected Term
    
    
    6.21
    
    
    
    5.00Expected Volatility
    
    
    45.20
    %
    
    
    29.44
    %Expected Dividend Yield
    
    
    2.69
    
    
    
    
   RemainingWeighted
    
    WeightedAverage
    
    AverageNumber of
    
    Exercise
    
    ContractualOptions
    
    Price
    
    Life (In Years)Options Outstanding at Exercise Price Ranges of:$5.34-$9.88
    
    
    118,660
    
    
    $
    8.66
    
    
    
    0.92$10.09-$19.93
    
    
    2,087,679
    
    
    
    14.92
    
    
    
    6.24$20.25-$26.96
    
    
    2,749,560
    
    
    
    21.29
    
    
    
    6.81$30.19-$38.34
    
    
    3,275,050
    
    
    
    32.98
    
    
    
    6.008,230,949
    
    
    
    24.14
    
    
    
    6.26
 NOTE 3 Investments:
   10




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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
 NOTE 4 Comprehensive Income:
  Three Months EndedMarch 31,2006
    
    
    2005Net Income (Loss)
    
    
    $(3,527
    )
    
    
    $13,844Other Comprehensive Income:Unrealized Gain
    
    
    8,870
    
    
    
    Comprehensive Income
    
    
    5,343
    
    
    
    $13,884
 NOTE 5- Earnings Per Share:
   Three Months EndedMarch 31,2006
    
    
    2005Options
    
    
    43,102
    
    
    
    442,102Restricted Stock
    
    
    289,080
    
    
    
    Restricted Stock Units
    
    
    183,792
    
    
    
    Warrants
    
    
    
    
    
    
    
  11




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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
 Three Months EndedMarch 31,2006
    
    
    2005Options
    
    
    8,077,680
    
    
    
    3,734,200Restricted Stock
    
    
    
    
    
    
    Restricted Stock Units
    
    
    
    
    
    
    Warrants
    
    
    3,500,000
    
    
    
    4,000,000
  NOTE 6- Debt:
  March 31, 2006
    
    
    
    December 31, 2005Revolving Credit Facility/Term Loan
    
    
    $230,000
    
    
    
    $230,0004.64% Senior Unsecured Notes due 2009
    
    
    50,000
    
    
    
    50,0005.26% Senior Unsecured Notes due 2012
    
    
    150,000
    
    
    
    150,000Fair market value of Swap (a)
    
    
    (4,684
    )
    
    
    (2,486
    )$425,316
    
    
    
    $427,514
 
 (a)
    
    write-up (write-down) to market value adjustments for debt with qualifying hedges that are
recorded as debt on the balance sheet.  NOTE 7 Related Party Transactions:
   12




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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except share and per share data)
  Three Months EndedMarch 31,2006
    
    
    2005Representation Agreement
    
    
    $  6,491
    
    
    
    $  6,256Programming and Affiliations
    
    
    14,905
    
    
    
    15,189Management Agreement (excluding
Warrant amortization)
    
    
    789
    
    
    
    759Warrant Amortization
    
    
    2,427
    
    
    
    2,427$24,612
    
    
    
    $24,631
  NOTE 8 Shareholders Equity
  NOTE 9 Subsequent Event
  13




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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
       14




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Results of Operations
 Three Months Ended March 31, 2006 Compared With Three Months Ended March 31, 2005
 Revenues
  15




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Three
Months Ended March 31,2006
    
    
    
    
    
    
    
    2005$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    
    55,854
    
    
    
    46
    %
    
    $
    68,378
    
    
    
    51
    %National
    
    
    64,918
    
    
    
    54
    %
    
    
    65,704
    
    
    
    49
    %Total (1)
    
    
    120,772
    
    
    
    100
    %
    
    $
    134,082
    
    
    
    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. %,
   Operating Costs
  Three Months Ended March 31,2006
    
    
    2005$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production
and distribution
expenses
    
    $
    83,744
    
    
    
    76
    %
    
    $
    72,767
    
    
    
    74
    %Selling expenses
    
    
    14,572
    
    
    
    13
    %
    
    
    14,051
    
    
    
    14
    %Stock-based compensation
    
    
    1,763
    
    
    
    1
    %
    
    
    2,214
    
    
    
    2
    %Other operating expenses
    
    
    10,731
    
    
    
    10
    %
    
    
    10,208
    
    
    
    10
    %$
    110,810
    
    
    
    100
    %
    
    $
    99,240
    
    
    
    100
    %
 %,
 16




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Depreciation and Amortization
  Corporate General and Administrative Expenses
  Operating Income
  Interest Expense
  Provision for Income Taxes
  Net Income
  Earnings Per Share
  Liquidity and Capital Resources
  17




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New Accounting Standards and Interpretations Not Yet Adopted
  Cautionary Statement Concerning Forward-Looking Statements and Factors Affecting Forward-Looking
Statements
  18




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§
    
    The Company is managed by CBS Radio under a Management Agreement, which expires on March
31, 2009. While the Company provides programming to all major radio station groups, the
Company has affiliation agreements with most of CBS Radios owned and operated radio
stations, which in the aggregate, provide the Company with a significant portion of the
audience that it sells to advertisers. In addition, the Company operates the CBS Radio
Network and has purchased several other pieces of programming from CBS and its affiliates.
Accordingly, the Companys operating performance could be materially adversely impacted by
its inability to continue to renew, or a significant modification to, its agreements with
CBS Corporation.§
    
    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
performance-based revenue arrangements 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;
    
    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;
    
    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.
  §
    
    The radio broadcasting industry has experienced a significant amount of consolidation in
recent years. As a result, certain major station groups, including CBS Radio 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.
 19




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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
       20




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Item 4. Controls and Procedures
   21




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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 SharesShares Purchased as
    
    that May Yet BeTotal
    
    
    
    
    
    Part of Publicly
    
    Purchased Under theNumber of Shares
    
    Average Price Paid
    
    Announced Plan or
    
    Plans or ProgramsPeriod
    
    Purchased in Period
    
    Per Share
    
    Program
    
    (A)1/1/06  1/31/06
    
    
    400,000
    
    
    
    15.01
    
    
    
    20,651,424
    
    
    
    $295,532,0002/1/06  2/28/06
    
    
    350,000
    
    
    
    14.41
    
    
    
    21,001,424
    
    
    
    $290,490,0003/1/06  3/31/06
    
    
    
    
    
    
    
    
    
    
    21,001,424
    
    
    
    $290,490,000750,000
    
    
    
    $14.73
 (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, 2004.
  
 Items 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  22




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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)10.1* +
    
    Letter Agreement, dated April 13, 2006, between the Company and Chuck I. Bortnick relating
to Mr. Bortnicks separation from the Company31.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. 23




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##### Table of Contents



SIGNATURES
  WESTWOOD ONE, INC.By:
    
    /S/ Peter KosannName: Peter KosannTitle: Chief Executive OfficerBy:
    
    /S/ Andrew ZarefName: Andrew ZarefTitle: Chief Financial OfficerDate: May 4, 2006
 24




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##### Table of Contents



EXHIBIT INDEX
 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)10.1* +
    
    Letter Agreement, dated April 13, 2006, between the Company and Chuck I. Bortnick relating
to Mr. Bortnicks separation from the Company31.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. 25