10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-12187

(Exact name of Registrant as specified in its charter)

Delaware	58-1620022
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6205 Peachtree Dunwoody Road, Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (678) 645-0000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Class A common stock, par value $0.33 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Class A common stock held by non-affiliates (assuming that the registrant’s affiliates are its officers, directors and 10% or greater stockholders) was $464,270,949 based on the closing price on the New York Stock Exchange on such date.

There were 36,821,696 shares of Class A common stock outstanding as of January 31, 2007.

There were 58,733,016 shares of Class B common stock outstanding as of January 31, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2006 Annual Report to Shareholders and the Proxy Statement for the 2007 Annual Meeting of Shareholders are incorporated by reference into Part II and Part III.

COX RADIO, INC.

2006 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	21
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Consolidated Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A.	Controls and Procedures	55
Item 9B.	Other Information	55
	PART III
Item 10.	Directors and Executive Officers	55
Item 11.	Executive Compensation	55
Item 12.	Security Ownership of Certain Beneficial Owners and Management	55
Item 13.	Certain Relationships and Related Transactions	55
Item 14.	Principal Accountant Fees and Services	56
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	56
Signatures		58

Preliminary Notes

This annual report on Form 10-K is for the year ended December 31, 2006. This annual report modifies and supersedes documents filed prior to this annual report. The Securities and Exchange Commission (SEC) allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this annual report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this annual report. In this annual report, “Cox Radio,” “we,” “us” and “our” refer to Cox Radio, Inc. and its subsidiaries.

Industry and market data used throughout this annual report is based on independent industry and government publications, reports by market research firms and other published independent sources. Some data also is based on our good faith estimates, which are derived from our review of internal surveys and independent sources.

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PART I

ITEM 1. Business

We are one of the largest radio broadcasting companies in the United States and our business constitutes one reportable segment for accounting purposes. We own, operate or provide sales and other services for 80 radio stations (67 FM and 13 AM) clustered in 18 markets. We operate three or more stations in 15 of our 18 markets and operate a wide range of programming formats in geographically diverse markets across the United States.

We are an indirect majority-owned subsidiary of Cox Enterprises, Inc., which indirectly owns approximately 65% of our common stock and has approximately 95% of the voting power of Cox Radio. There are 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 our 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. Our business was operated as part of Cox Enterprises prior to our initial public offering in September 1996, at which time Cox Enterprises transferred all of its U.S. radio operations to us. As part of Cox Enterprises we were a pioneer in radio broadcasting, building our first station in 1934, acquiring our flagship station, WSB-AM (Atlanta), in 1939, and launching our first FM station, WSB-FM (Atlanta), in 1948.

We seek to maximize the revenues and operating income of our radio stations by operating and developing clusters of stations in demographically attractive and rapidly growing markets, including Atlanta, Birmingham, Houston, Jacksonville, Miami, Orlando, San Antonio and Tampa. Further, we believe that our 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.

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

Acquisitions and Dispositions

We account for all acquisitions using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition. Specific transactions entered into by us during the past three years, and through February 15, 2007, are summarized below.

In August 2004, we entered into an agreement with Salem Communications to acquire KRTR-AM (formerly KHNR-AM) and KKNE-AM (formerly KHCM-AM) serving the Honolulu, Hawaii market. As part of this transaction, we exercised an option to acquire KGMZ-FM and exchanged the assets of KGMZ-FM for the two AM stations, valued at $4.0 million. This transaction closed in January 2005, and a related loan guarantee of $6.6 million was terminated.

In January 2005, we paid $2 million for an option to purchase five radio stations for $60 million. In October 2006, the related agreement was amended to extend the period within which we could exercise our option to purchase the stations by approximately one month, to January 31, 2008. In consideration for granting Cox Radio an exclusive three-year option, the option agreement provides the sellers a right that is exercisable at two distinct times during the option term to provide notice requiring us to elect whether or not to purchase the stations. While these rights are called put rights under the agreement, exercise of these rights by the sellers does not obligate Cox Radio to purchase the stations. Rather, upon receiving notice from the sellers, if we elect to not purchase the stations at that time, we must pay $5 million to the sellers. If we elect to acquire the stations at any time during the term of the agreement, the initial $2 million payment and any amounts previously paid by us to the sellers will be applied to the purchase price of the stations. During July 2006, the sellers exercised their first put right, and we paid the $5 million put refusal payment. Based on the facts and circumstances, we determined that the sellers’ exercise of their second put right, which is exercisable in July 2007, was probable and therefore accrued the $5 million second put refusal payment at June 30, 2006. Currently, we expect to exercise our right to purchase the stations prior to the expiration of the agreement in January 2008.

In September 2006, we acquired WOKV-FM (formerly WBGB-FM), which serves the Jacksonville, Florida market, for a purchase price of approximately $7.7 million.

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Radio Stations

The following table summarizes certain information relating to radio stations we own or operate:

Market (1) and Station Call Letters	Format	Target Demographic Group	Audience Share in Target Demographic Group		Rank in Target Demographic Group		Demographic Group (Adults 25-54)
							Audience Share		Rank
Atlanta
WSB-AM	News/Talk	Adults 35-54	8.7		1		7.5		2
WALR-FM	Urban Adult Contemporary	Adults 35-54	7.1		3		5.8		3
WSB-FM	Adult Contemporary	Women 25-54	4.8		7		3.6		7
WBTS-FM	Rhythmic Contemporary Hit Radio	Women 18-34	5.5		4		2.2		19
WSRV-FM (formerly WFOX-FM)	Classic Hits	Adults 25-54	5.5		4		5.5		4
Birmingham
WBHJ-FM	Hip Hop	Adults 18-34	18.1		1		6.9		2
WBHK-FM	R&B/Soul	Adults 25-54	12.7		1		12.7		1
WZZK-FM	Country	Adults 25-54	5.0		9		5.0		9
WBPT-FM	Classic Hits	Adults 25-54	5.6		6		5.6		6
WAGG-AM	Gospel	Adults 25-54	1.3		18		1.3		18
WPSB-AM	Urban Talk	Adults 25-54	—		—		—		—
WNCB-FM	New Country	Adults 18-34	1.7		15		1.2		19
Dayton
WHKO-FM	Country	Adults 25-54	9.3		3		9.3		3
WZLR-FM	Classic Hits	Adults 25-54	3.2		10		3.2		10
WHIO-AM	News/Talk	Adults 35-54	7.1		5		6.2		5
WHIO-FM (formerly WDPT-FM)	News/Talk	Adults 35-54	—	(2)	—	(2)	—	(2)	—	(2)
Greenville
WJMZ-FM	Urban	Adults 25-54	9.1		1		9.1		1
WHZT-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	9.2		2		3.7		10
Honolulu
KRTR-FM	Adult Contemporary	Women 25-54	11.7		2		9.1		2
KCCN-FM	Hawaiian Contemporary Hit Radio	Adults 18-34	8.0		5		6.7		3
KPHW-FM	Rhythmic Contemporary Hit Radio	Women 18-34	8.0		3		3.0		14
KINE-FM	Hawaiian Adult Contemporary	Adults 25-54	5.4		5		5.4		5
KRTR-AM	Soft Adult Contemporary	Adults 25-54	0.9		23		0.9		23
KKNE-AM	Traditional Hawaiian	Adults 45+	1.0		22		0.2		31
Houston
KHTC-FM (formerly KLDE-FM)	Classic Hits	Adults 35-54	—	(3)	—	(3)	—	(3)	—	(3)
KKBQ-FM	Country	Adults 25-54	3.1		13		3.1		13
KTHT-FM	Country Legends	Adults 35-54	1.6		23		1.7		23
KHPT-FM	80’s	Adults 25-44	2.8		16		2.5		16
Jacksonville
WFYV-FM	Classic Rock	Men 25-54	6.3		6		4.4		9
WOKV-AM	News/Talk	Adults 35-54	9.8		1		8.4		3
WOKV-FM	News/Talk	Adults 35-54	—	(4)	—	(4)	—	(4)	—	(4)
WAPE-FM	Contemporary Hit Radio	Women 18-34	10.6		2		5.1		8
WMXQ-FM	80’s	Adults 25-49	4.2		10		3.9		10
WJGL-FM	Classic Hits	Adults 35-54	7.7		3		6.6		4
Long Island
WBLI-FM	Contemporary Hit Radio	Women 18-34	11.0		2		4.5		3
WBAB-FM	Mainstream Rock	Men 25-54	7.5		1		5.4		2
WHFM-FM	Mainstream Rock	Men 25-54	—	(5)	—	(5)	—	(5)	—	(5)
Louisville
WVEZ-FM	Adult Contemporary	Women 25-54	8.9		2		5.6		5
WSFR-FM	Classic Rock	Men 25-54	5.8		5		4.6		8
WRKA-FM	Oldies	Adults 35-54	4.5		9		3.8		11
WPTI-FM	New Country	Adults 25-54	2.9		12		2.9		12

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Market (1) and Station Call Letters	Format	Target Demographic Group	Audience Share in Target Demographic Group	Rank in Target Demographic Group	Demographic Group (Adults 25-54)
					Audience Share	Rank
Miami
WHQT-FM	Urban Adult Contemporary	Adults 25-54	8.6	1	8.6	1
WEDR-FM	Urban Contemporary	Adults 18-34	9.7	1	4.4	6
WFLC-FM	Hot Adult Contemporary	Women 25-54	5.6	4	5.1	4
WHDR-FM	Active Rock	Men 18-34	5.7	4	2.1	18
Orlando
WCFB-FM	Urban Adult Contemporary	Adults 25-54	7.6	1	7.6	1
WPYO-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	9.0	1	2.9	16
WDBO-AM	News/Talk	Adults 35-54	4.7	9	3.9	12
WHTQ-FM	Classic Rock	Men 35-54	7.2	2	4.1	11
WWKA-FM	Country	Adults 25-54	5.3	7	5.3	7
WMMO-FM	Rock Adult Contemporary	Adults 25-54	6.0	3	6.0	3
Richmond
WKLR-FM	Classic Rock	Men 25-54	7.7	2	5.3	8
WKHK-FM	Country	Adults 25-54	7.2	3	7.2	3
WMXB-FM	Adult Contemporary	Women 25-54	3.9	10	3.1	12
WDYL-FM	New Rock	Men 18-34	4.2	6	1.4	16
San Antonio
KONO-FM	Oldies	Adults 35-54	5.7	1	4.5	9
KONO-AM	Oldies	Adults 35-54	—  (6)	—  (6)	—  (6)	—  (6)
KISS-FM	Active Rock	Men 18-49	10.6	1	5.6	1
KSMG-FM	Hot Adult Contemporary	Women 25-54	5.1	6	4.0	13
KCYY-FM	Country	Adults 25-54	5.0	3	5.0	3
KPWT-FM (formerly KELZ-FM)	Rhythmic Contemporary Hit Radio	Adults 18-34	—  (3)	—  (3)	—  (3)	—  (3)
KKYX-AM	Classic Country	Adults 35-64	1.3	20	0.8	27
Southern Connecticut
Bridgeport/Fairfield County
WEZN-FM	Adult Contemporary	Women 25-54	13.3	2	10.5	2
New Haven
WPLR-FM	Classic Rock	Men 25-54	14.7	1	12.5	1
WYBC-FM (7)	Urban Adult Contemporary	Adults 25-54	7.8	2	7.8	2
Stamford-Norwalk
WCTZ-FM (formerly WKHL-FM)	Adult Contemporary	Adults 25-54	4.2	4	4.2	4
WFOX-FM (formerly WEFX-FM)	Classic Rock	Adults 25-54	—  (3)	—  (3)	—  (3)	—  (3)
WSTC-AM	News/Talk	Adults 35-54	1.4	21	1.0	28
WNLK-AM	News/Talk	Adults 35-54	—  (8)	—  (8)	—  (8)	—  (8)
Tampa
WWRM-FM	Adult Contemporary	Women 25-54	8.0	1	5.1	3
WDUV-FM	Soft Adult Contemporary	Adults 35-64	6.9	1	3.1	17
WXGL-FM	Classic Hits	Adults 35-54	5.2	4	4.3	8
WSUN-FM	Alternative Rock	Men 18-34	7.0	5	3.0	18
WPOI-FM	80’s	Adults 25-54	3.8	11	3.8	11
WHPT-FM	Classic Rock	Men 25-44	5.5	5	3.9	10
Tulsa
KKCM-FM	Christian Contemporary	Women 25-54	4.5	6	3.2	12
KWEN-FM	Country	Adults 25-54	8.2	2	8.2	2
KJSR-FM	Classic Rock	Men 25-54	6.7	2	5.8	4
KRMG-AM	News/Talk	Adults 25-54	4.3	7	4.3	7
KRAV-FM	Adult Contemporary	Women 25-54	6.6	4	4.8	6

Source: Arbitron Market Reports four-book average for Winter 2006, Spring 2006, Summer 2006 and Fall 2006.

(1) Metropolitan market served; city of license may differ.

(2) Audience share and audience rank information for WHIO-AM and WHIO-FM are combined because the stations are simulcast.

(3) The station format was recently changed; therefore, the station’s audience share and rank information for 2006 are not meaningful.

(4) Audience share and audience rank information for WOKV-AM and WOKV-FM are combined because the stations are simulcast.

(5) Audience share and audience rank information for WBAB-FM and WHFM-FM are combined because the stations are simulcast.

(6) Audience share and audience rank information for KONO-FM and KONO-AM are combined because the stations are simulcast.

(7) Station operated by us under a joint sales agreement (JSA).

(8) Audience share and audience rank information for WSTC-AM and WNLK-AM are combined because the stations are simulcast.

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Operating Strategy

The following is a description of the key elements of our operating strategy:

Clustering of Stations. We operate our stations in clusters to:

• enhance net revenue growth by increasing the appeal of our stations to advertisers and enabling our 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 enables 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 our clusters of stations, and their corresponding audience shares, provide opportunities to capture an increased share of total advertising revenue in each of our markets.

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

• market research and targeted programming;

• a customer-focused selling strategy for advertising;

• marketing and promotional activities; and

• strong management teams.

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

Through research, programming and marketing, we also seek to create a distinct and marketable local identity for each of our stations in order to enhance audience share and listener loyalty and to protect against direct format competition. To achieve this objective, we employ and promote distinct high-profile on-air personalities and local sports programming at many of our stations. For example, we broadcast “Rush Limbaugh” in Dayton, Jacksonville and Tulsa; “The Clark Howard Show” in Atlanta, Dayton, Jacksonville, Orlando, Stamford-Norwalk and Tulsa; “Neal Boortz” in Atlanta, Dayton, Jacksonville, Orlando and Tulsa; “Tom Joyner” in Atlanta, Birmingham, Greenville, Miami, and Orlando; “Sean Hannity” in Atlanta, Dayton, Jacksonville, Orlando and Tulsa; the Jacksonville Jaguars in Jacksonville; and the Orlando Magic in Orlando.

Customer-Focused Selling Strategy for Advertising. We have implemented a unique, customer-focused approach to selling advertising known as the Consultative Selling System. Our sales personnel are trained to approach each advertiser with a view towards solving the marketing needs of the customer. In this regard, our 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, sales personnel are encouraged to develop innovative marketing strategies for the station’s advertising customers.

Marketing and Promotional Activities. 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 special events. Special events may include charitable athletic events, events centered on a major local occasion or local ethnic group and special community or family events. We also engage in joint promotional activities with other media in our markets to further leverage promotional spending. These promotional efforts help our stations add new listeners and increase the amount of time spent listening to our stations.

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

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We invest significant resources in identifying and training our employees to create a talented team of managers at all levels of station operations. These resources include:

• Gallup, which helps us 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 our 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 strategies that will improve station performance and establish long-term relationships with listeners and advertisers. The compensation of our senior operating management team and local station managers is dependent upon financial performance, and incentives to enhance performance are provided through awards under our Third Amended and Restated Long-Term Incentive Plan (LTIP).

Acquisition Strategy

We have implemented our clustering strategy through the acquisition of radio stations in several existing markets as well as in new markets and through the disposition of certain radio stations that did not enhance our operating clusters. Management believes that larger, well-capitalized companies with experienced management, such as Cox Radio, are best positioned to take advantage of acquisition opportunities. Management considers the following factors when making an acquisition:

Market Selection Considerations. Our acquisition strategy has been focused on clustering stations in our existing markets and making opportunistic acquisitions in additional markets in which we believe that we can achieve a leading position in terms of audience and revenue share in a cost-effective manner. Management believes that it has the financial resources and expertise to continue to pursue its acquisition strategy when appropriate opportunities arise. Certain future acquisitions may be limited by the multiple and cross-ownership rules of the Federal Communications Commission (FCC). See “Federal Regulation of Radio Broadcasting — General Ownership Matters.”

Station Considerations. We expect to concentrate on acquiring radio stations that offer, through the application of our operating philosophy, the potential for improvement in the station’s performance. Such stations may be in various stages of development, presenting us with an opportunity to apply our management techniques and enhance asset value. In evaluating potential acquisitions, we consider the strength of a station’s broadcast signal. A powerful broadcast signal enhances delivery range and clarity, thereby influencing listener preference and loyalty. We also assess the strategic fit of an acquisition with our existing clusters of radio stations. When entering a new market, we expect to acquire a “platform” upon which to expand our portfolio of stations and to build a leading cluster of stations.

Industry Overview

The primary source of revenues for radio stations is the sale of advertising time to local and national spot advertisers and national network advertisers. During the past decade, local advertising revenue as a percentage of total radio advertising revenue in a given market has ranged from approximately 75% to 80% according to the Radio Advertising Bureau. The growth in total radio advertising revenue tends to be fairly stable. Advertising revenue has risen each year since 1965 according to the Radio Advertising Bureau, except in 2005, when revenue growth was flat, and in the years 2001 and 1991, when total radio advertising revenue fell by approximately 7.5% and 2.8%, respectively.

According to the Radio Advertising Bureau’s Radio Marketing Guide and Fact Book for Advertisers, 2006 Edition, radio reaches approximately 94% of all consumers over the age of 12 every week and 73% of persons over the age of 12 turn on their radios every day. The average listener over the age of 12 spends an average of nearly 20 hours per week listening to radio. Most radio listening occurs during the morning and evening hours, and as a result, radio advertising sold during these “drive time” periods achieves premium advertising rates. Each week from 6 a.m. to 10 a.m. radio reaches 81% of persons 12 and older. In fact, from 6 a.m. – 6 p.m., the busiest time of the day for stores and businesses, Americans spend more time listening to the radio (44%) than watching broadcast television and cable combined.

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 or 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.

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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 and regional 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

The radio broadcasting industry is a highly competitive business. We currently are one of the largest radio broadcasting companies in the United States based on revenues. Clear Channel Communications, Inc. and CBS Radio are larger than us, both in terms of revenues and number of stations owned or operated. Cumulus Media, Inc., Citadel Broadcasting Corporation, Entercom Communications Corporation, Salem Communications Corporation and Saga Communications own or operate more radio stations than we do; however, according to “Who Owns What” as of February 2007, these radio station groups reported lower revenues. ABC Radio is larger in terms of revenues but not number of stations owned or operated, and in February 2006, Citadel Broadcasting Corporation agreed to acquire ABC Radio subject to regulatory approvals and other closing conditions.

The success of each of our stations depends largely upon its audience ratings and its share of the overall advertising revenue within the particular market. Our 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 our markets, we are able to attract advertisers seeking to reach those listeners. Our 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. We attempt to improve our competitive position by:

• researching our stations’ programming;

• implementing advertising and promotional campaigns aimed at the demographics targeted by our stations; and

• managing our sales efforts to attract a larger share of advertising revenue.

Broadcasters also may, within limits, enter into 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. We also compete with other radio station groups to purchase additional radio stations.

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 FCC. 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 FCC to communities in that market, as well as by the FCC’s multiple ownership rules. These rules regulate the number of stations that may be owned and controlled by a single entity. See “Federal Regulation of Radio Broadcasting – FCC Media Ownership Limits.” The FCC also uses competitive bidding procedures (auctions) to select among mutually exclusive applicants for new broadcast stations and major changes to existing stations.

Potential advertisers can substitute advertising on radio stations with advertising through:

• broadcast television;

• cable television;

• direct broadcast satellite television;

• daily, weekly and free-distribution newspapers;

• other print media;

• direct mail; and

• on-line computer services.

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 our stations will be able to maintain or increase our advertising revenue share. In addition, the radio broadcasting industry is subject to competition from new technologies and services that

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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. Two subscriber-based satellite services currently offer numerous channels (many without advertisements) on a nationwide basis. The delivery of information through the Internet also has created a new form of competition. The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, such as broadcast television, cable television, satellite radio, the Internet, compact discs, and portable digital audio players. There can be no assurance, however, that the development or introduction in the future of any new technologies or services will not have an adverse effect on the radio broadcasting industry.

Federal Regulation of Radio Broadcasting

The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority granted by the Communications Act of 1934, as amended (the Communications Act). Among other things, the FCC 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 program content, employment practices, ownership and business operations of stations, and has the power to impose penalties, including license revocations, for violations of its rules or the Communications Act.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC rules and policies. This summary focuses on provisions material to our business, and a reader should refer to the Communications Act, FCC rules and public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations.

License Renewal

Radio stations operate pursuant to renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. A station may continue to operate beyond the expiration date of its license if a timely-filed license renewal application is pending. During the periods when renewal applications are pending, petitions to deny license renewals can be filed by interested parties, including interest groups and members of the public. The FCC must grant a renewal application submitted by the licensee of a broadcast station if it finds that, during the preceding term, the station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or the FCC’s rules; and there have been no other violations of the Communications Act or the rules which, taken together, would constitute a pattern of abuse. If a renewal applicant fails to meet these standards, the FCC may either deny such applicant’s renewal application or grant the renewal application on such terms and conditions as are appropriate, including renewal for less than a full term.

Radio broadcast licensees are required to file applications to have their licenses renewed by the FCC. The FCC reviews all stations licensed to serve communities in a particular state at the same time. Historically, our FCC licenses have generally been renewed, and since we became a public company in 1996, the FCC has not denied any of our license renewal applications. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect.

For the most recent license renewal cycle, all of our licenses have been renewed except for WBLI-FM in Long Island, WSRV-FM in Atlanta and WHKO-FM and WHIO-AM in Dayton (an application for each is pending and discussed below). A table showing our stations grouped by metropolitan market and listing the expiration date for each station’s FCC license appears below. The FCC’s denial of one or more of our license renewal applications could have a material adverse effect on our business.

The license renewal application for WBLI-FM, filed in February 2006, remains pending due to further review by the FCC’s staff. The license renewal applications for WSRV-FM in Atlanta, filed in December 2003, and WHKO-FM and WHIO-AM in Dayton, filed in June 2004, remain pending due to the application by the FCC of its current newspaper/broadcast cross-ownership rule while it reconsiders its cross-ownership limits. For further discussion of the FCC’s cross-ownership limits, see “Cross-Ownership Limits” below. Specifically, for WHKO-FM and WHIO-AM, our indirect parent company, Cox Enterprises, acquired ownership interests in two Ohio daily newspapers during the stations’ prior license terms. While these ownership interests would have been permissible under a unified cross-ownership rule adopted by the FCC in 2003, the unified rule was sent back to the FCC for further review by the United States Court of Appeals for the Third Circuit (Third Circuit) and is not currently in effect. We have, therefore, filed petitions for temporary waiver with the FCC asking that the FCC grant the stations’ license renewal applications subject to the outcome of further administrative proceedings regarding the FCC’s cross-ownership limits. Similarly, when we purchased WSRV-FM we requested and received a temporary waiver of the newspaper/broadcast cross-ownership rule, due to the newspaper interests in the Atlanta area held by Cox Enterprises. We subsequently submitted a revised ownership showing to the FCC under which WSRV-FM would not be subject to the current cross-ownership restriction, but the FCC has not acted on that submission. In the alternative, we have also requested a temporary waiver of the newspaper/broadcast cross-ownership rule from the FCC asking that the FCC grant the station’s license renewal application subject to the outcome of further administrative proceedings.

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The FCC classifies each AM and FM station. An AM station operates on a clear channel, regional channel or local channel. A clear channel is one on which AM stations are assigned to serve wide areas. Clear channel AM stations are classified as:

• Class A stations, which operate on an unlimited time basis and are designed to render primary and secondary service over an extended area;

• Class B stations, which operate on an unlimited time basis and are designed to render service over a primary service area; or

• Class D stations, which operate either during daytime hours only, during limited times only or on an unlimited time basis with low nighttime power.

A regional channel is one on which Class B and Class D AM stations may operate and serve primarily a principal center of population and the rural areas contiguous to it. A local channel is one on which AM stations operate on an unlimited time basis and serve primarily a community and the suburban and rural areas immediately contiguous thereto. Class C AM stations operate on a local channel and are designed to render service only over a primary service area that may be reduced as a consequence of permitted interference from other stations.

The minimum and maximum facilities requirements for an FM station are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C.

The following table sets forth selected information concerning each of the stations owned by us, or operated by us pursuant to a JSA, including the metropolitan market served (city of license may differ), frequency, FCC license expiration date (a station may continue to operate beyond the expiration date if a timely-filed license renewal application is pending), FCC license classification, antenna height above average terrain and power:

Market (1) and Station Call Letters	Frequency	Expiration Date of License	Class	Height Above Average Terrain		Power
Atlanta
WSB-AM	750 KHz	4/1/12	A	N.A.	(2)	50 kw
WALR-FM	104.1 MHz	4/1/12	C0	371 m		100 kw
WSB-FM	98.5 MHz	4/1/12	C0	313 m		100 kw
WBTS-FM	95.5 MHz	4/1/12	C1	340 m		74 kw
WSRV-FM (3) (formerly WFOX-FM)	97.1 MHz	4/1/04	C	483 m		100 kw
Birmingham
WBHJ-FM	95.7 MHz	4/1/12	C2	306 m		12 kw
WBHK-FM	98.7 MHz	4/1/12	C1	408 m		39 kw
WZZK-FM	104.7 MHz	4/1/12	C0	404 m		100 kw
WBPT-FM	106.9 MHz	4/1/12	C0	404 m		100 kw
WAGG-AM	610 KHz	4/1/12	B	N.A.	(2)	5 kw day
						1 kw night
WPSB-AM	1320 KHz	4/1/12	D	N.A.	(2)	5 kw day
						0.111 kw night
WNCB-FM	97.3 MHz	4/1/12	C2	404 m		6.4 kw
Dayton
WHKO-FM (3)	99.1 MHz	10/1/04	B	325 m		50 kw
WHIO-AM (3)	1290 KHz	10/1/04	B	N.A.	(2)	5 kw
WZLR-FM	95.3 MHz	10/1/12	A	98 m		6 kw
WHIO-FM (formerly WDPT-FM)	95.7 MHz	10/1/12	B	145 m		50 kw
Greenville-Spartanburg
WJMZ-FM	107.3 MHz	12/1/11	C	308 m		100 kw
WHZT-FM	98.1 MHz	12/1/11	C0	304 m		100 kw
Honolulu
KRTR-FM	96.3 MHz	2/1/14	C	645 m		75 kw
KCCN-FM	100.3 MHz	2/1/14	C	599 m		100 kw
KPHW-FM	104.3 MHz	2/1/14	C	645 m		75 kw
KINE-FM	105.1 MHz	2/1/14	C	599 m		100 kw
KRTR-AM	650 KHz	2/1/14	B	N.A.	(2)	10 kw
KKNE-AM	940 KHz	2/1/14	B	N.A.	(2)	10 kw

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Market (1) and Station Call Letters	Frequency	Expiration Date of License	Class	Height Above Average Terrain	Power
Houston
KHTC-FM (formerly KLDE-FM)	107.5 MHz	8/1/13	C	601 m	98 kw
KKBQ-FM	92.9 MHz	8/1/13	C	585 m	100 kw
KTHT-FM	97.1 MHz	8/1/13	C	563 m	100 kw
KHPT-FM	106.9 MHz	8/1/13	C	579 m	100 kw
Jacksonville
WFYV-FM	104.5 MHz	2/1/12	C	309 m	100 kw
WOKV-AM	690 KHz	2/1/12	B	N.A.(2)	50 kw day
					25 kw night
WOKV-FM	106.5 MHz	2/1/12	A	100 m	6 kw
WAPE-FM	95.1 MHz	2/1/12	C	300 m	100 kw
WMXQ-FM	102.9 MHz	2/1/12	C	309 m	100 kw
WJGL-FM	96.9 MHz	2/1/12	C	309 m	100 kw
Long Island
WBLI-FM (3)	106.1 MHz	6/1/06	B	152 m	49 kw
WBAB-FM	102.3 MHz	6/1/14	A	82 m	6 kw
WHFM-FM	95.3 MHz	6/1/14	A	108 m	5 kw
Louisville
WVEZ-FM	106.9 MHz	8/1/12	B	204 m	24.5 kw
WSFR-FM	107.7 MHz	8/1/12	B1	173 m	8.2 kw
WRKA-FM	103.1 MHz	8/1/12	A	95 m	6 kw
WPTI-FM	103.9 MHz	8/1/12	A	149 m	1.35 kw
Miami
WHQT-FM	105.1 MHz	2/1/12	C0	307 m	100 kw
WEDR-FM	99.1 MHz	2/1/12	C1	280 m	100 kw
WFLC-FM	97.3 MHz	2/1/12	C	307 m	100 kw
WHDR-FM	93.1 MHz	2/1/12	C0	307 m	100 kw
Orlando
WCFB-FM	94.5 MHz	2/1/12	C	451 m	100 kw
WPYO-FM	95.3 MHz	2/1/12	C3	144 m	12 kw
WDBO-AM	580 KHz	2/1/12	B	N.A.(2)	5 kw
WHTQ-FM	96.5 MHz	2/1/12	C	454 m	100 kw
WWKA-FM	92.3 MHz	2/1/12	C	454 m	100 kw
WMMO-FM	98.9 MHz	2/1/12	C2	159 m	44 kw
Richmond
WKLR-FM	96.5 MHz	10/1/11	B	138 m	50 kw
WKHK-FM	95.3 MHz	10/1/11	B1	120 m	17.5 kw
WMXB-FM	103.7 MHz	10/1/11	B	256 m	20 kw
WDYL-FM	101.1 MHz	10/1/11	A	112 m	4 kw
San Antonio
KONO-FM	101.1 MHz	8/1/13	C1	302 m	98 kw
KONO-AM	860 KHz	8/1/13	B	N.A.(2)	5 kw day
					0.9 kw night
KISS-FM	99.5 MHz	8/1/13	C	453 m	100 kw
KSMG-FM	105.3 MHz	8/1/13	C	453 m	100 kw
KCYY-FM	100.3 MHz	8/1/13	C0	300 m	100 kw
KPWT-FM (formerly KELZ-FM)	106.7 MHz	8/1/13	C0	310 m	100 kw
KKYX-AM	680 KHz	8/1/13	B	N.A.(2)	50 kw day
					10 kw night
Southern Connecticut
Bridgeport
WEZN-FM	99.9 MHz	4/1/14	B	204 m	27.5 kw
New Haven
WPLR-FM	99.1 MHz	4/1/14	B	276 m	15 kw
WYBC-FM (4)	94.3 MHz	4/1/14	A	144 m	3 kw
Stamford-Norwalk
WCTZ-FM (formerly WKHL-FM)	96.7 MHz	4/1/14	A	100 m	3 kw

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Market (1) and Station Call Letters	Frequency	Expiration Date of License	Class	Height Above Average Terrain		Power
WFOX-FM (formerly WEFX-FM)	95.9 MHz	4/1/14	A	91 m		3 kw
WSTC-AM	1400 KHz	4/1/14	C	N.A.	(2)	0.78 kw
WNLK-AM	1350 KHz	4/1/14	B	N.A.	(2)	1 kw day
						0.5 kw night
Tampa
WWRM-FM	94.9 MHz	2/1/12	C	470 m		100 kw
WDUV-FM	105.5 MHz	2/1/12	C1	410 m		46 kw
WXGL-FM	107.3 MHz	2/1/12	C1	182 m		100 kw
WSUN-FM	97.1 MHz	2/1/12	C2	224 m		11.5 kw
WPOI-FM	101.5 MHz	2/1/12	C	470 m		100 kw
WHPT-FM	102.5 MHz	2/1/12	C	503 m		100 kw
Tulsa
KKCM-FM	102.3 MHz	6/1/13	C2	150 m		50 kw
KWEN-FM	95.5 MHz	6/1/13	C	405 m		100 kw
KJSR-FM	103.3 MHz	6/1/13	C	390 m		100 kw
KRMG-AM	740 KHz	6/1/13	B	N.A.	(2)	50 kw day
						25 kw night
KRAV-FM	96.5 MHz	6/1/13	C	405 m		100 kw

(1) Metropolitan market served; city of license may differ.

(2) Height above average terrain not applicable to AM stations.

(3) A timely-filed license renewal application is pending at the FCC.

(4) We provide sales and other services to this station pursuant to a JSA.

General Ownership Matters

The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC. To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. Depending on whether the application involves the assignment of the license or a “substantial change” in ownership or control of the licensee (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 interest groups and members of the public. When reviewing an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer of control to any party other than the assignee or transferee specified in the application.

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

The FCC 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 FCC applies the same attribution and insulation standards to limited liability companies and other new business forms.

The FCC treats as attributable a party’s equity and debt interests in a station licensee if, when combined, such interests exceed 33% of the value of such station licensee’s total assets and if the party holding the interests either (a) supplies more than 15% of the station’s total weekly programming (whether or not through a local marketing agreement (LMA)) or (b) has an attributable interest in another media entity in the same market. Under these rules, all non-conforming interests acquired before November 7, 1996 (other than LMAs) are permanently grandfathered and thus do not constitute attributable ownership interests.

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The Communications Act 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, 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 such foreign persons, governments, entities or representatives, unless the FCC finds that the public interest would be served by granting a license under such circumstances. The FCC generally has declined to permit the control of broadcast licenses by corporations with foreign ownership or voting rights in excess of the 25% benchmark.

Local Marketing Agreements and Joint Sales Agreements

A significant number of radio broadcast licensees, including us, have entered into LMAs or JSAs. Under a typical LMA, separately-owned and licensed radio stations serving a common geographic area agree to function cooperatively in terms of programming, advertising sales and various administrative duties, subject to the licensee of each station maintaining independent control over the programming and station operations of its own station and compliance with other requirements of the FCC’s rules and policies as well as the antitrust laws. The LMA concept is referred to in the FCC 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. The FCC’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 FCC requirements. A party programming more than 15% of a radio station’s total weekly programming pursuant to an LMA separately is considered to have an attributable ownership interest in that station if such party also owns a radio station in the same market.

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 for its own account on the other licensee’s station, but does not provide any programming to the other licensee’s station. This arrangement is also subject to ultimate control by the latter licensee. A party brokering the sales of a radio station pursuant to a JSA is considered to have an attributable ownership interest in that station if such party brokers the sale of more than 15% percent of the station’s advertising time per week.

FCC Media Ownership Limits

The FCC’s rules on media ownership limit the number of media properties one entity can own or in which it can have an attributable ownership interest. In 2003, the FCC adopted several new media ownership rules. Numerous parties appealed various aspects of the new rules and in June 2004, the Third Circuit affirmed some of the new rules and remanded others to the FCC for further consideration. Although the FCC declined to seek further judicial review, other parties appealed the Third Circuit decision to the United States Supreme Court (Supreme Court) and in June 2005, the Supreme Court declined to review the case. Since the Supreme Court declined to review the Third Circuit decision, the FCC was obligated to revisit its media ownership rules and on June 21, 2006, the FCC initiated a rulemaking proceeding to review its media ownership rules, including the rules applicable to us. Public comments have been submitted regarding potential rule changes and the proceeding remains pending.

Local Radio Limits and Radio Market Concentration Issues

The FCC’s 2003 rules on local radio limits have been allowed to take effect but are subject to further administrative review by the FCC in its 2006 rulemaking proceeding. These rules limit the number of radio stations overall and the number of radio stations in a broadcast service (AM or FM) that a single party may own in a local market. In determining the size of a market, the rules consider both commercial and non-commercial stations and use an Arbitron-based definition of a local radio market. Our ownership groupings in Orlando and Tampa exceed the FCC’s ownership limits by one FM station in each market. While pre-2003 non-compliant ownership groupings, such as our groupings in Orlando and Tampa, can currently be retained by their owners, such groupings cannot be sold intact to third parties except third party small businesses that qualify under FCC rules as an “eligible entity.” There currently are no rules limiting the number of radio stations that may be owned or controlled by one entity nationally.

The FCC’s current local radio multiple ownership rule limits the number of radio stations that one entity may own in a local geographic market. These limits are as follows:

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

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

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

• In a radio market with 14 or fewer radio stations, a party may own, operate or control up to five 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% of the stations in the market.

In its 2006 rulemaking, the FCC requested comments on whether these limits should be retained or revised, and commenters have argued to both decrease and increase the number of stations any one party may own in a particular radio market. Notwithstanding the limits contained in the FCC’s local radio multiple ownership rule, the FCC has the authority to waive its rules 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 FCC 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 FCC’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. The Antitrust Division has, in some cases, obtained consent decrees requiring radio station divestitures in a particular market based on concerns that the status quo constituted unacceptable concentration levels. The FCC also independently examines issues of market concentration when considering radio station acquisitions and may withhold approval of radio acquisitions if the Antitrust Division has expressed concern regarding concentration levels in a particular market, even if the acquisitions comply with the FCC’s local radio ownership rules.

Cross-Ownership Limits

Current FCC rules include two cross-ownership rules applicable to us. The first rule limits cross-ownership of radio and television stations and the second rule limits the cross-ownership of newspapers and broadcast (television and radio) stations.

Radio/Television Cross-Ownership Rule. The FCC’s radio/television cross-ownership 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 markets with at least 20 independently owned media voices, a single entity may own up to two television stations and six radio stations. Alternatively, such an entity 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 one television station and up to four radio stations or, if permitted under FCC rules dealing with local television ownership, two television stations and up to four radio stations.

• Regardless of the number of media voices in a market, a single entity may own one television station and one radio station in any market and two television stations and one radio station in markets where the FCC’s rules permit common ownership of two television stations.

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).

Our parent company, Cox Broadcasting, and our indirect parent, Cox Enterprises, have attributable ownership interests in television stations located in:

• Orlando, Florida (two stations);

• Charlotte, North Carolina (two stations);

• Johnstown, Pennsylvania;

• Pittsburgh, Pennsylvania;

• Dayton, Ohio;

• Steubenville, Ohio;

• Atlanta, Georgia;

• San Francisco/San Jose, California (two stations);

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• El Paso, Texas;

• Seattle, Washington; and

• Reno, Nevada (two stations).

Newspaper/Broadcast Cross-Ownership Rule. FCC rules prohibit the common ownership of a radio or television broadcast station and a daily newspaper in the same market. The FCC has granted a permanent waiver of the radio/newspaper cross-ownership rule only in those circumstances in which the effect of applying the rule would be “unduly harsh,” (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 FCC previously has granted only four permanent waivers of this rule. Our ownership of WALR-FM in Atlanta, Georgia, was granted pursuant to a temporary waiver and is conditioned on the ultimate outcome of challenges to the FCC’s media ownership rules.

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

• Grand Junction, Colorado;

• West Palm Beach, Florida;

• Atlanta, Georgia;

• Greenville, Rocky Mount and Elizabeth City, North Carolina;

• Dayton, Hamilton, Middletown 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.

Unified Cross-Ownership Rule. In June 2003, the FCC eliminated its newspaper/broadcast and radio/television cross-ownership limits. In place of specific cross-ownership bans, the FCC adopted a unified rule, where cross-ownership of newspapers, radio and television stations was permitted in large markets, prohibited in small markets, and limited in mid-sized markets. The elimination of the blanket newspaper/broadcast cross-ownership rule was approved by the Third Circuit, but the court found that the FCC did not provide a sufficiently reasoned analysis of the specific limits contained in the unified rule. In its 2006 rulemaking proceeding the FCC has not proposed to adopt a new unified cross-ownership rule, although such a rule may ultimately be adopted, but rather has asked for public comment on whether either or both cross-ownership rules should be eliminated or retained.

As stated above, the license renewal applications for WSRV-FM in Atlanta, filed in December 2003, and WHKO-FM and WHIO-AM in Dayton, filed in June 2004, remain pending due to the application by the FCC of its current newspaper/broadcast cross-ownership rule while it reconsiders its cross-ownership limits. For more details, see “License Renewal” above.

Expansion of our broadcast operations on both a local and national level will continue to be subject to the FCC’s ownership rules and any changes that ultimately may be adopted. Any relaxation of the ownership rules may increase the level of competition to the extent that our 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 us and our investors.

Programming and Operations

The Communications Act requires broadcasters to serve the “public interest.” Licensees are 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 that regulate, among other things, political advertising, equal employment opportunity outreach and record keeping, 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.

Proposed Changes

The United States Congress and the FCC continually consider new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations, ownership and profitability; result in the loss of audience share and advertising revenue; or affect our ability to acquire additional radio broadcast stations or to finance such acquisitions. We can neither predict what matters might be considered nor judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business.

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Environmental

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

Seasonality

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Our revenues and operating income are typically lowest in the first quarter.

Employees

As of December 31, 2006, we employed 1,443 full-time and 676 part-time employees. We believe relations with our employees are satisfactory, and there are no collective bargaining agreements in effect for our employees.

We employ several on-air personalities with large audiences in their respective markets. We enter into employment agreements with certain on-air personalities in order to protect our interests in these employee relationships.

Patents and Trademarks

We own numerous domestic trademark registrations related to the business of our stations. We do not believe that any of our trademarks are material to our business or operations. We own no patents or patent applications.

Available Information

Our Internet address is www.coxradio.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amended periodic reports are available free of charge through our Internet web site.

Forward-Looking Statements

This Form 10-K includes “forward-looking” statements, which are statements that relate to our 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 we anticipate or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, the factors described under “Item 1A. Risk Factors” below.

We undertake 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.

Item 1A. Risk Factors

The following factors (in addition to others) could have a material and adverse impact on our business:

A significant portion of our revenue has historically been derived from our operations in the Atlanta market.

A significant portion of our business historically has been conducted in the Atlanta market. Net revenues earned from radio stations located in Atlanta represented 23%, 23% and 25% of total revenues for the years ended December 31, 2006, 2005 and 2004, respectively.

We may lose audience share and advertising revenue to competing radio stations, satellite radio and other forms of media.

The radio broadcasting industry is a highly competitive business. Our radio stations compete against other radio stations and other media (including new technologies and services that are being developed or introduced) for audience share and advertising revenue. Factors that are material to a station’s competitive position include management experience, the station’s audience share and rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other stations in the market area. New technologies (such as satellite-delivered and portable digital audio players and hand-held programmable devices including iPods and cellular telephones) allow listeners to avoid traditional commercial advertisements and offer superior sound quality as compared to terrestrial radio broadcasts. In addition, recent consolidation in the radio broadcasting industry

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has resulted in major station groups packaging advertising inventory for sale to national advertisers, in competition with our business. Competition for advertising dollars in our markets could lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match. No assurance can be given that any of our stations will be able to maintain or increase their current audience ratings or advertising revenue share.

Other variables may affect our financial performance, such as loss in advertising revenue or fluctuations in operating costs.

Substantially all of our revenue comes from advertising revenue. A decline in the level of business activity of our advertisers or cancellations or delays in purchases of advertising could adversely affect our results of operations, especially if we are unable to replace these purchases. In addition, we may lose advertising revenue due to an unfavorable shift in population or other demographics which may cause us to lose advertising customers as people migrate to other markets.

Unfavorable fluctuations in operating costs, which we are unwilling or unable to pass through to our customers, may also affect our financial performance.

Our acquisition strategy could be hampered by a lack of attractive opportunities or other risks associated with integrating the operations, systems and management of the radio stations we acquire.

A principal component of our long-term business strategy is the acquisition of additional radio stations. We intend 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 new stations or management groups into our operations can be accomplished successfully or on a timely basis, that stations acquired for their growth potential will in fact grow or that other aspects of our acquisition strategy can be implemented.

We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of competition from new technologies and services. We cannot assure you that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various new media technologies and services are being developed or introduced, including:

• satellite-delivered digital audio radio service, which offers subscriber-based satellite radio services with numerous niche formats;

• audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats;

• In-band On-channel^TM digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and

• low-power FM radio, which could result in additional FM radio broadcast outlets.

We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.

Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license.

The radio broadcasting industry is subject to extensive and changing regulation. The Communications Act, and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses. The filing of petitions or complaints against FCC licensees could result in the FCC delaying the grant of, or refusing to grant, its consent to the assignment of licenses to or from an FCC licensee or the transfer of control of an FCC licensee. In certain circumstances, the Communications Act, and FCC rules and policies will operate to impose limitations on alien ownership and voting of our common stock. There can be no assurance that there will be no changes in the current regulatory scheme, the imposition of additional regulations or the creation of new regulatory agencies, which changes could restrict or curtail our ability to acquire, operate and dispose of stations or, in general, to compete profitably with other operators of radio and other media properties.

Each of our radio stations operates pursuant to one or more licenses issued by the FCC. Under FCC rules, radio licenses are granted for a term of eight years. Our licenses expire at various times between the years 2011 and 2014. Although we will apply to renew these licenses, third parties may challenge our renewal applications. While we are not aware of facts or circumstances that would prevent us

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from having our current licenses renewed, there can be no assurance that the licenses will be renewed or that renewals will not include conditions or qualifications that could adversely affect our business and operations. Failure to obtain the renewal of any of our broadcast licenses or to obtain FCC approval for an assignment or transfer to us of a license in connection with a radio station acquisition may have a material adverse effect on our business and operations. In addition, if we or any of our officers, directors or significant stockholders materially violates the FCC’s rules and regulations or the Communications Act, is convicted of a felony or is found to have engaged in unlawful anticompetitive conduct or fraud upon another government agency, the FCC 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 us which could involve the imposition of monetary fines, the revocation of our broadcast licenses or other sanctions. If the FCC were to issue an order denying a license renewal application or revoking a license, we would be required to cease operating the applicable radio station only after we had exhausted all rights to administrative and judicial review without success.

There is significant uncertainty regarding the FCC’s media ownership rules, and such rules could restrict our ability to acquire radio stations.

The radio broadcasting industry is subject to extensive and changing federal regulation. Among other things, the Communications Act and FCC rules and policies limit the number of broadcasting properties that any person or entity may own (directly or by attribution) in any market and require FCC approval for transfers of control and assignments of licenses.

In June 2003, the FCC adopted several new media ownership rules (see generally “Federal Regulation of Radio Broadcasting” and “FCC Media Ownership Limits” in Item 1. Business). Numerous parties appealed various aspects of the new rules and in June 2004, the Third Circuit affirmed some of the new rules and remanded others to the FCC for further consideration. Although the FCC declined to seek further judicial review, other parties appealed the Third Circuit decision to the Supreme Court and in June 2005, the Supreme Court declined to review the case. Since the Supreme Court declined to review the Third Circuit decision the FCC was obligated to revisit its media ownership rules, and on June 21, 2006, the FCC initiated a rulemaking proceeding to review its media ownership rules, including the rules applicable to us. We cannot predict what effect, if any, revised FCC media ownership rules may have on our ability or the ability of our competitors to acquire additional radio stations or on our ability to continue to hold the radio stations we currently own.

The FCC has increased enforcement of its indecency rules against the broadcast industry.

The FCC has enhanced its enforcement efforts relating to the regulation of indecency and has threatened to initiate license revocation proceedings against a broadcast licensee who commits a “serious” indecency violation. Legislation passed by Congress in 2006 dramatically increased the penalties for broadcasting indecent programming and potentially subjects broadcasters to license revocation, renewal or qualification proceedings in the event that they broadcast indecent material. In addition, the FCC’s heightened focus on the indecency regulatory scheme, against the broadcast industry generally, has encouraged third parties to oppose broadcaster license renewal applications and applications for consent to acquire broadcast stations.

Our ability to generate revenue could be affected by economic recession.

We derive substantially all of our revenue from the sale of advertising time on our radio stations. Generally, advertising tends to decline during economic recessions or downturns. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets is directly affected by local or regional economic conditions.

A continued recession, or a downturn in the U.S. economy, or in the economy of any individual geographic market in which we own or operate stations, could have a significant effect on our financial condition or results of operations.

The loss of key personnel could disrupt the management and operations of our business.

Our business is managed by a small number of key management and operating personnel. In addition, some of our on-air personnel have significant loyal audiences in their respective markets and are sometimes significantly responsible for the ranking of a station and the ability of a station to sell advertising. Our loss of one or more of these individuals could have a material adverse effect on our business. We believe that our future success will depend in large part on our ability to attract and retain highly skilled and qualified personnel and to expand, train and manage our employee base. We have entered into agreements with some of our personnel that include provisions restricting their ability to compete with us under specified circumstances.

Cox Enterprises can control matters on which our common stockholders may vote, and its interests may conflict with yours.

Cox Enterprises, through wholly owned subsidiaries, owns approximately 65% of our outstanding common stock and has approximately 95% of the voting power of Cox Radio. Accordingly, Cox Enterprises has sufficient voting power to elect all the members of our board of directors and effect transactions without the approval of our public stockholders, except for those limited transactions that require a separate class vote. The interests of Cox Enterprises, other subsidiaries of which operate businesses in other industries, including television broadcasting, broadband communications, auto auctions, Internet content development, newspapers and other print publications may from time to time diverge from our interests.

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In addition, from time to time, we enter into transactions with Cox Enterprises or its affiliates. For a summary of certain material transactions with Cox Enterprises, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Transactions with Affiliated Companies.” Cox Enterprises’ interests could differ from ours with respect to business dealings with Cox Enterprises, including potential acquisitions of businesses or properties and the issuance of additional securities. Our Audit Committee consists of independent directors and addresses certain potential conflicts of interest and related party transactions that may arise between us and Cox Enterprises and its other affiliates. However, there can be no assurance that any conflicts of interest will be resolved in our favor.

Anti-takeover and other provisions of our Certificate of Incorporation could delay or deter a change of control.

Inability of stockholders to call special stockholders meeting; Cox Enterprises’ right to act without a meeting. Our certificate of incorporation provides that a special meeting of stockholders may be called only by our board of directors. The principal effect of this provision is to prevent stockholders from forcing a special meeting. In addition, our certificate of incorporation provides that any action required by the Delaware general corporate law to be taken at any annual or special meeting of stockholders, and any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of shares of our outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, if stockholder action is taken by written consent, we, in accordance with the rules and regulations of the SEC, will be required to send each stockholder entitled to vote on the matter voted on, but whose consent was not solicited, a written information statement at least 20 calendar days prior to the earliest date on which the corporate action may be taken. Such information statement will contain information substantially similar to that which would have been contained in a proxy statement complying with Schedule 14A of the Securities Exchange Act of 1934.

Procedures for stockholder proposal. Our certificate of incorporation provides that a stockholder must furnish written notice to our corporate secretary of any nomination or business proposal to be brought before a stockholders meeting not less than 30 nor more than 60 days prior to the meeting as originally scheduled. In the event that less than 40 days’ public notice of a meeting is given by us, a stockholder must furnish notice of a nomination or business proposal not later than the close of business on the tenth day following the mailing or the public disclosure of notice of the meeting date. These procedures prohibit last minute attempts by any stockholder to nominate a director or present a business proposal at an annual stockholders meeting.

Foreign ownership. Our certificate of incorporation restricts the ownership, voting and transfer of our capital stock, including the Class A common stock and the Class B common stock, in accordance with the Communications Act and the rules of the FCC, to prohibit ownership of more than 25% of our outstanding capital stock (or more than 25% of the voting rights of our capital stock) by or for the account of aliens or corporations otherwise subject to domination or control by aliens. Our certificate of incorporation also prohibits any transfer of our capital stock that would cause us to violate this prohibition. In addition, our certificate of incorporation authorizes our board of directors to adopt such provisions as it deems necessary to enforce these prohibitions, including the inclusion of a legend regarding restrictions on foreign ownership of our capital stock on the certificates representing such capital stock. The Class A common stock certificates contain a certification that must be executed by the transferee of any such certificate before transfers of the shares represented thereby may be made on our books. Such certification addresses whether such transferee, or any person or entity for whose account such shares will be held, is an alien. In addition, our certificate of incorporation provides that we reserve the right to refuse to honor any transfer of our capital stock which, in the judgment of us or our transfer agent, would or might constitute a violation of the Communications Act or the FCC rules and regulations.

Item 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

We lease corporate office space in Atlanta, Georgia. The types of properties required to support each of our 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.

We own transmitter and antenna sites in:

• Atlanta, Georgia;

• Birmingham, Alabama;

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• Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

• Dayton, Ohio;

• Greenville, South Carolina;

• Houston and San Antonio, Texas;

• Jacksonville, Orlando and Tampa, Florida;

• Long Island, New York;

• Louisville, Kentucky; and

• Tulsa, Oklahoma.

We lease transmitter and antenna sites in:

• Atlanta, Georgia;

• Birmingham, Alabama;

• Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

• Dayton, Ohio;

• Greenville, South Carolina;

• Honolulu, Hawaii;

• Houston and San Antonio, Texas;

• Jacksonville, Miami, Orlando and Tampa, Florida;

• Long Island, New York;

• Louisville, Kentucky;

• Richmond, Virginia; and

• Tulsa, Oklahoma.

We own studio and office facilities in:

• Birmingham, Alabama;

• Dayton, Ohio;

• Miami and Orlando, Florida; and

• Long Island, New York.

We lease studio and office facilities in:

• Atlanta, Georgia;

• Birmingham, Alabama;

• Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

• Dayton, Ohio;

• Greenville, South Carolina;

• Honolulu, Hawaii;

• Houston and San Antonio, Texas;

• Long Island, New York;

• Louisville, Kentucky;

• Richmond, Virginia;

• Jacksonville and Tampa, Florida; and

• Tulsa, Oklahoma.

We generally consider our facilities to be suitable and of adequate size for their current and intended purposes. We do not anticipate any difficulties in renewing any facility leases or in leasing additional space, if required.

We own substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment and general office equipment. The towers, antennae and other transmission equipment used by our stations are generally in good condition, although opportunities to upgrade facilities are continuously reviewed.

ITEM 3. Legal Proceedings

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

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ITEM 4. Submission of Matters to a Vote of Security Holders

None.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information required by this Item with respect to the market and historical prices for our Class A common stock and dividend policy is incorporated by reference to the section entitled “Shareholder Information” of our 2006 Annual Report to Shareholders. The information required by this Item with respect to securities authorized for issuance under equity compensation plans is incorporated by reference to our Proxy Statement for the 2007 Annual Meeting of Shareholders.

On August 29, 2005, we announced that our board of directors had authorized a repurchase program for the purchase of up to $100.0 million of our Class A common stock. We may commence, suspend or terminate the repurchase program at any time, without any prior notice, depending upon market conditions and various other factors. Repurchased shares are held in treasury, and the program does not have an expiration date. As of December 31, 2006, we had purchased approximately 6 million shares for an aggregate purchase price of approximately $84.8 million, including commissions and fees, at an average price of $14.21 per share. We did not repurchase any shares of Class A common stock during the three-month period ended December 31, 2006.

The following graph compares, for the period beginning December 31, 2001 and ending on December 31, 2006, the cumulative total return on our Class A common stock to the cumulative total returns of the Standard & Poor’s 500 Stock Index and of an index consisting of certain peer radio broadcasting companies with which we compete. The peer group index is comprised of the common stock of Clear Channel Communications Inc. and Emmis Broadcasting Corporation and is weighted for the respective market capitalization of each company. The comparison assumes $100 was invested on December 31, 2001 in our Class A common stock and in each of the foregoing indices and that all dividends were reinvested.

	12/31/01		6/30/02		12/31/02		6/30/03		12/31/03		6/30/04		12/31/04		6/30/05		12/31/05		6/30/06		12/31/06
CXR	$	100.00	$	94.58	$	89.52	$	90.70	$	99.02	$	68.21	$	64.68	$	61.81	$	55.26	$	56.59	$	63.97
S&P500	$	100.00	$	86.22	$	76.60	$	84.88	$	96.85	$	99.37	$	105.56	$	103.77	$	108.73	$	110.64	$	123.54
Peer Group	$	100.00	$	63.30	$	73.54	$	83.57	$	92.40	$	72.89	$	66.07	$	61.02	$	62.15	$	60.97	$	69.45

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ITEM 6. Selected Consolidated Financial Data

The following selected financial data have been derived from our consolidated financial statements. This data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in this report.

	Year Ended December 31,
	2006			2005			2004		2003		2002
	(Amounts in millions, except per share data)
Statements of income data:
Net revenues (1)	$	440.5		$	437.9		$	438.2	$	425.9	$	420.6
Cost of services (exclusive of depreciation and amortization shown below)(2)		86.4			86.3			98.2		95.6		93.2
Selling, general and administrative		171.4			169.8			162.6		162.2		161.1
Corporate general and administrative		19.9			19.4			17.7		16.3		15.5
Depreciation and amortization		11.2			11.2			11.8		11.8		12.2
(Gain) Loss on loan guarantee (3)		—			(0.1	)		3.1		—		—
Impairment of intangible assets (4)		176.3			14.4			—		0.3		—
Other (5)		0.8			0.1			1.1		0.6		0.3
Operating (loss) income		(25.5	)		136.8			143.7		139.1		138.3
Interest expense		25.3			27.4			30.4		33.6		39.7
Cumulative effect of accounting changes, net of tax (6)		—			—			—		—		13.9
Net (loss) income (6)		(24.4	)		61.3			68.0		66.6		45.9
Net (loss) income per common share – basic		(0.25	)		0.61			0.68		0.66		0.46
Net (loss) income per common share - diluted		(0.25	)		0.61			0.67		0.66		0.46
Balance sheet data (end of period):
Cash and cash equivalents	$	4.4		$	3.5		$	3.2	$	4.2	$	4.7
Intangible assets, net (7)		1,918.0			2,086.7			2,091.6		2,074.8		2,070.0
Total assets		2,117.9			2,266.1			2,281.9		2,278.8		2,271.7
Total debt (including amounts due to/from Cox Enterprises)		378.0			414.9			468.3		528.5		611.5

(1) Total revenues less advertising agency commissions. See Note 2 to the consolidated financial statements for our revenue recognition policy.

(2) Includes programming and production expenses, which represents all costs of services (exclusive of depreciation and amortization).

(3) Includes a charge of $3.1 million related to a then-estimated loss on loan guarantee in 2004. Amounts recovered on the loan guarantee of $0.1 million are included in 2005.

(4) Includes charges of $176.3 million, $14.4 million and $0.3 million related to write-downs of impaired intangible assets in 2006, 2005 and 2003, respectively.

(5) Other is comprised of (gains)/losses on sales of assets and (gains)/losses on sales of radio stations.

(6) Net income for 2002 includes a charge, net of tax, of $13.9 million related to the cumulative effect of an accounting change resulting from adoption of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.”

(7) Intangible assets include FCC licenses, goodwill and other intangible assets.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are 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 65% of our common stock and has approximately 95% of the voting power of Cox Radio.

The primary source of our revenues is the sale of local and national advertising for broadcast on our radio stations. Historically, approximately 71% and 22% of our net revenues have been generated from local and national advertising, respectively. In addition to the sale of advertising time for cash, our stations also exchange advertising time for goods, services or programming, which can be used by the stations in their business operations. The use of such barter transactions is generally confined to promotional items or services for which we would otherwise have paid cash. Barter transactions for programming are used to supplement station program offerings. Advertising spots given up under these arrangements are based on contractual terms. In addition, it is our general policy not to pre-empt advertising spots paid for in cash with advertising spots paid for in trade. Our most significant station operating expenses are employees’ salaries and benefits, commissions, programming expenses and advertising and promotional expenditures.

Our revenues vary throughout the year. As is typical in the radio broadcasting industry, our revenues and operating income are typically lowest in the first quarter. Our 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.

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Critical Accounting Estimates

Use of Estimates

Our accounting and reporting policies are in accordance with accounting principles generally accepted in the United States and conform to general practices within the radio broadcasting industry. An accounting estimate would be a critical accounting estimate for purposes of the disclosure in this report only if it meets two criteria. First, the accounting estimate requires management to make assumptions about matters that are highly uncertain at the time the accounting estimate is made. Second, it must be the case that different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period-to-period, would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. The estimates and assumptions we use are based on historical experience and other factors, which management believes to be reasonable under the circumstances. We evaluate our estimates on an on-going basis, including those related to intangible assets, bad debts, contingencies and litigation, income taxes and fair value of financial instruments (as discussed in “Quantitative and Qualitative Disclosure About Market Risk” below). Actual results could differ significantly from these estimates and assumptions and could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and results of operations for the reporting periods.

We believe the following are the critical accounting estimates that require the most significant judgments and assumptions and are particularly susceptible to a significant change in the preparation of the financial statements.

Impairment of Intangible Assets

Intangible assets consist primarily of FCC broadcast licenses, but also include goodwill and certain other intangible assets acquired in purchase business combinations. Upon the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets”, on January 1, 2002, we ceased amortization of goodwill and FCC licenses, which are indefinite-lived intangible assets. Other intangible assets are amortized on a straight-line basis over the contractual lives of the assets.

We evaluate our FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using the direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. Based on our annual impairment test as of December 31, 2006, we recorded a pre-tax impairment charge of $173.9 million ($106.8 million after-tax) to reduce the carrying value of our FCC licenses in the Birmingham, Greenville, Houston, Louisville and Richmond markets to their fair value.

We also evaluate goodwill in each of our reporting units (markets) for impairment annually, or more frequently if certain circumstances are present, using the residual method. If the carrying amount of goodwill in a reporting unit is greater than its implied value, determined from the estimated fair value of that reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its estimated fair value. Based on our annual goodwill impairment test as of December 31, 2006, we recorded an impairment charge of $2.5 million to reduce the carrying value of goodwill in the Louisville market to its fair market value.

We utilize independent appraisals in testing FCC licenses and goodwill for impairment. These appraisals principally use the discounted cash flow methodology. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections, anticipated operating profit margins and various discount rates. The variables used in the analysis reflect historical station and advertising market growth trends, as well as anticipated performance and market conditions. Multiples of operating cash flow are also considered. We evaluate amortizing intangible assets for recoverability when circumstances indicate an impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, net book value is reduced to the estimated fair value.

Allowance for Doubtful Accounts

We evaluate the collectibility of our accounts and notes receivable based on a combination of factors. In circumstances where we are aware of a specific party’s inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other parties, the evaluation considers the balance of aged receivables, the nature and volume of the portfolio, specific problem accounts and notes receivable, and economic conditions that may affect the debtor’s ability to repay, and such other factors as, in our judgment, deserve recognition under existing economic conditions. Accounts and notes receivable are charged-off to the allowance when, in our opinion, such receivables are deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. In addition, we consider the customer’s creditworthiness prior to revenue recognition.

Contingencies and Litigation

On an on-going basis, we evaluate our exposures related to contingencies and litigation and record a liability when available information indicates that a liability is probable and estimable. We also disclose significant matters that are reasonably possible to result in a loss or are probable but not estimable.

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Income Tax Estimates

The provision for income taxes is based on current period income, changes in deferred income tax assets and liabilities, changes in our operations in various jurisdictions, income tax rates and tax positions taken on returns. We prepare and file tax returns based on our interpretation of tax laws and regulations and record estimates based on these judgments and interpretations. Significant judgment is required in assessing and estimating the application and interpretation of complex tax laws and regulations. In the normal course of business, our filed tax returns are subject to examination by taxing authorities. These examinations could result in challenges to tax positions that we have taken. These challenges could arise from a variety of tax issues such as the deductibility of certain expenses, the timing of the recognition of income and expense, allocations of income and expense between states, the tax basis of certain assets and the taxation of acquisitions and disposals. Ultimately, the results of these challenges could require us to pay additional taxes and could also require the payment of interest assessments. We accrue a liability when we believe an assessment is probable.

Financial Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes” became effective for Cox Radio on January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. We are currently finalizing our evaluation of the impact of adoption and have not yet determined the effect on our financial position or results of operations.

During 2006, we received a $3.7 million refund related to the conclusion of a federal income tax audit for the 2002-2003 tax years. Adjustments made during federal income tax audits for the 1998-2001 tax years gave rise to this refund. There was no material income statement impact in the current year. The Internal Revenue Service has initiated a field examination for tax periods 2004 and 2005. Additionally, in connection with the conclusion of several state audits during 2006, we paid $2.7 million and recorded a corresponding reduction to income tax expense of $6.1 million.

During 2004 and 2005, in connection with the conclusion of federal income tax audits for the years 1998 – 2001, we paid approximately $27.1 million in taxes related to certain radio station transactions completed during the audit period. We had previously provided for the possibility of this outcome. As a result of the audit, a reclassification between current and deferred tax liability and expense was made during 2004.

Results of Operations

This discussion should be read in conjunction with our accompanying audited consolidated financial statements and notes thereto. Results of operations represent the operations of the radio stations owned or operated by us, or for which we provide sales and marketing services, during the applicable periods.

Year Ended December 31, 2006 Compared with Year Ended December 31, 2005

	December 31, 2006		December 31, 2005		$ Change			% Change
	(Amounts in thousands)
Net revenues:
Local	$	308,279	$	311,477	$	(3,198	)	(1.0	%)
National		98,030		95,910		2,120		2.2	%
Other		34,159		30,543		3,616		11.8	%
Total net revenues	$	440,468	$	437,930	$	2,538		0.6	%

Net revenues are gross revenues less agency commissions. Local revenues are comprised of advertising sales made within a station’s local market or region either directly with the advertiser or through the advertiser’s agency. National revenues represent sales made to advertisers or agencies who are purchasing advertising for multiple markets; these sales are typically facilitated by our national representation firm, which serves as our sales agent in these transactions. Other revenues are comprised of Internet revenues, syndicated radio program revenues, network revenues and revenues from community events and sponsorships.

Net revenues for 2006 were $440.5 million, up 0.6% from 2005. Local revenues decreased 1.0% and national revenues increased 2.2%, each as compared to 2005. Other revenues increased 11.8% compared to 2005, primarily due to a 49.4% increase in Internet revenues during that same period. Our stations in Orlando, Tampa, Southern Connecticut and Tulsa delivered solid growth during 2006. Those increases were offset by results for our stations in Richmond, Dayton and Louisville, where revenues were down for the year. Revenues in Atlanta, our largest market, were up 0.3% in 2006 as compared to 2005.

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	December 31, 2006		December 31, 2005	$ Change		% Change
	(Amounts in thousands)
Cost of services (exclusive of depreciation and amortization shown below)	$	86,440	86,252	$	188	0.2	%

Cost of services is comprised of expenses incurred by our technical, news and programming departments. Cost of services increased $0.2 million to $86.4 million, an increase of 0.2% as compared to 2005. For the year ended 2006, lower broadcast program rights related to our decision not to renew the Atlanta Hawks broadcasting agreement for the 2005-2006 season were more than offset by increased programming and technical expenses, including an increase in programming salaries and research costs.

	December 31, 2006		December 31, 2005		$ Change		% Change
	(Amounts in thousands)
Selling, general and administrative expenses	$	171,366	$	169,817	$	1,549	0.9	%

Selling, general and administrative expenses are comprised of expenses incurred by our sales, promotion and general and administrative departments. Selling, general and administrative expenses increased $1.5 million to $171.4 million, or 0.9%, compared to 2005. This increase was primarily attributable to additional expenses related to performance units and stock-based compensation awarded to employees in our sales, promotion and general and administrative departments under the LTIP in the first quarter of 2006.

	December 31, 2006		December 31, 2005			$ Change			% Change
	(Amounts in thousands)
Corporate general and administrative expenses	$	19,869	$	19,439		$	430		2.2	%
Depreciation and amortization		11,195		11,245			(50	)	(0.4	)%
Impairment of intangible assets		176,333		14,351			161,982		*
Other operating expenses, net		794		(13	)		807		*

* Change was not statistically meaningful.

Corporate general and administrative expenses increased $0.4 million to $19.9 million, an increase of 2.2% as compared to 2005, as a result of additional compensation expense related to performance units and stock-based compensation awarded to corporate personnel under the LTIP in the first quarter of 2006.

During the fourth quarter of 2006, we recorded a $176.3 million impairment charge for the write-off of intangible assets in accordance with SFAS No. 142. This non-cash write-down reflects charges to reduce the carrying value of intangible assets in our Birmingham, Greenville, Houston, Louisville and Richmond markets to their fair market values.

During the fourth quarter of 2005, we recorded a $14.4 million impairment charge for the write-off of goodwill in accordance with SFAS No. 142. This $14.4 million non-cash write-down reflects charges to reduce the carrying value of goodwill for the Birmingham market to its fair market value.

The changes in depreciation and amortization or other operating expenses, net were not material to our overall operating results or financial condition.

	December 31, 2006			December 31, 2005		$ Change			% Change
	(Amounts in thousands)
Operating (loss) income	$	(25,529	)	$	136,839	$	(162,368	)	(118.7	)%

Our operating loss for 2006 was $25.5 million, a decrease of $162.4 million compared to 2005, due to the $176.3 million non-cash write-down of impaired intangible assets discussed above.

	December 31, 2006		December 31, 2005		$ Change			% Change
	(Amounts in thousands)
Interest expense	$	25,345	$	27,444	$	(2,099	)	(7.6	)%

Interest expense during 2006 totaled $25.3 million, as compared to $27.4 million for 2005. This decrease was the result of lower overall outstanding debt and a slightly lower overall average borrowing rate due to the repayment at maturity of the $100.0 million principal amount of our 6.375% notes in May 2005 and the repayment at maturity of the $250.0 million principal amount of our 6.625% notes in February 2006. Both series of notes were repaid with proceeds from our revolving credit facility. The average rate on our credit facility was 5.9% during 2006 and 4.2% during 2005.

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	December 31, 2006			December 31, 2005		$ Change			% Change
	(Amounts in thousands)
Income taxes:
Current	$	25,535		$	27,435	$	(1,900	)	(6.9	%)
Deferred		(51,960	)		20,648		(72,608	)	(351.6	%)
Total income taxes	$	(26,425	)	$	48,083	$	(74,508	)	(155.0	%)

Income tax decreased $74.5 million to a $26.4 million benefit in 2006. The change in income tax expense was primarily attributable to a $67.1 million deferred income tax benefit resulting from the impairment of intangible assets discussed above, as well as changes in certain state effective tax rates and adjustments for the actual or expected resolution of certain income tax audits. Our effective tax rates for 2006 and 2005 were 51.9% and 44.0%, respectively.

	December 31, 2006			December 31, 2005		$ Change			% Change
	(Amounts in thousands)
Net (loss) income	$	(24,447	)	$	61,273	$	(85,720	)	(139.9	%)

Our net loss for 2006 was $24.4 million, compared to net income of $61.3 million for 2005, for the reasons discussed above.

Year Ended December 31, 2005 Compared with Year Ended December 31, 2004

	December 31, 2005		December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Net revenues:
Local	$	311,477	$	310,595	$	882		0.3	%
National		95,910		98,417		(2,507	)	(2.5	%)
Other		30,543		29,201		1,342		4.6	%
Total net revenues	$	437,930	$	438,213	$	(283	)	(0.1	%)

Net revenues for 2005 decreased $0.3 million to $437.9 million, a 0.1% decrease compared to 2004. Local revenues increased 0.3% while national revenues decreased 2.5% as compared to 2004. Our stations in Miami, Tampa, and San Antonio delivered solid growth during 2005. The revenue growth at these stations, however, was offset by results for our stations in Atlanta, Richmond, Birmingham and Louisville where revenues were down for the year. In Atlanta, net revenues were down 6.7% for the year primarily as a result of the discontinuation of the Atlanta Braves broadcasting agreement in 2004.

	December 31, 2005		December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Cost of services (exclusive of depreciation and amortization shown below)	$	86,252	$	98,219	$	(11,967	)	(12.2	%)

As compared to 2004, cost of services decreased $12.0 million, or 12.2%, primarily due to the discontinuation of the Atlanta Braves broadcasting agreement, which included costs of $13.2 million in 2004.

	December 31, 2005		December 31, 2004		$ Change		% Change
	(Amounts in thousands)
Selling, general and administrative expenses	$	169,817	$	162,617	$	7,200	4.4	%

Selling, general and administrative expenses increased $7.2 million to $169.8 million, or 4.4% compared to the prior year. This increase was primarily a result of additional compensation expense related to performance units awarded to employees in our sales, promotion and general and administrative departments under the LTIP in the first quarter of 2005.

	December 31, 2005			December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Corporate general and administrative expenses	$	19,439		$	17,676	$	1,763		10.0	%
Depreciation and amortization		11,245			11,867		(622	)	(5.2	%)
(Gain) Loss on loan guarantee		(138	)		3,064		(3,202	)	*
Impairment of intangible assets		14,351			—		14,351		*
Other operating expenses, net		125			1,093		(968	)	(88.6	%)

* Change was not statistically meaningful.

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Corporate general and administrative expenses increased $1.8 million to $19.4 million, or 10.0% compared to 2004, primarily as a result of additional compensation expense related to the issuance of performance units awarded to corporate personnel under the LTIP in the first quarter of 2005 and increased personnel and training costs.

On October 31, 2005, our Compensation Committee approved the acceleration of the vesting of all unvested stock options granted under the LTIP from January 2001 through October 31, 2005. Unvested stock option awards with respect to approximately 4.7 million shares of Class A common stock were subject to this vesting acceleration. However, the Compensation Committee left the exercise date and all other option terms unchanged. The purpose of accelerating the vesting of these options was to allow us to avoid recognition of compensation expense associated with these options in future periods as the exercise prices exceeded the market value of the underlying stock on October 31, 2005. Incremental pre-tax expense of $12.1 million associated with the acceleration is reflected in the pro forma disclosure included in Note 2 to our consolidated financial statements.

During the third quarter of 2004, we recorded an accrual of $3.1 million related to an estimated loss on the Honolulu Broadcasting loan guarantee. In January 2005, the loan guarantee was terminated, and we recorded amounts recovered on the loan guarantee of $0.1 million.

During the fourth quarter of 2005, we recorded a $14.4 million impairment charge for the write-off of goodwill in accordance with SFAS No. 142. This $14.4 million non-cash write-down reflects charges to reduce the carrying value of goodwill for the Birmingham market to its fair market value.

The changes in depreciation and amortization or other operating expenses, net were not material to our overall operating results or financial condition.

	December 31, 2005		December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Operating income	$	136,839	$	143,677	$	(6,838	)	(4.8	%)

Operating income for the year was $136.8 million, a decrease of $6.8 million compared to 2004, for the reasons discussed above.

	December 31, 2005		December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Interest expense	$	27,444	$	30,388	$	(2,944	)	(9.7	%)

Interest expense during 2005 totaled $27.4 million, compared to $30.4 million for 2004. This decrease was the result of lower overall outstanding debt, as well as a lower overall average borrowing rate due to the repayment in May 2005 at maturity of the $100.0 million principal amount of our 6.375% notes with proceeds from our five-year revolving credit facility. The average interest rate on our credit facility was 4.2% during 2005 and 2.1% during 2004.

	December 31, 2005		December 31, 2004			$ Change			% Change
	(Amounts in thousands)
Income taxes:
Current	$	27,435	$	45,772		$	(18,337	)	(40.1	%)
Deferred		20,648		(836	)		21,484		*
Total income taxes	$	48,083	$	44,936		$	3,147		7.0	%

* Change was not statistically meaningful.

Income tax expense increased approximately $3.1 million to $48.1 million in 2005. The increase in income tax expense was primarily attributable to the decrease in pre-tax income, offset by the nondeductible component of impaired goodwill. In connection with the conclusion of federal income tax audits for the years 1998 – 2001, we paid approximately $27.1 million in taxes related to certain radio station transactions completed during the audit period. We had previously provided for the possibility of this outcome. As a result of the audit, a reclassification between current and deferred tax liability and expense was made during 2004. Our effective tax rates for 2005 and 2004 were 44.0% and 39.8%, respectively.

	December 31, 2005		December 31, 2004		$ Change			% Change
	(Amounts in thousands)
Net income	$	61,273	$	67,966	$	(6,693	)	(9.8	%)

Net income for 2005 was $61.3 million, compared to $68.0 million for 2004 for the reasons discussed above.

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Liquidity and Capital Resources

Sources and Uses of Liquidity

Primary sources of liquidity are cash provided by operations and cash borrowed under our bank credit facility. In comparing 2006 to 2005, net cash provided by operating activities decreased $4.4 million primarily due to changes in working capital. In comparing 2005 to 2004, net cash provided by operating activities increased $38.8 million primarily due to changes in working capital and to a $25.6 million income tax payment made in the prior year. This payment was made in connection with the conclusion of federal income tax audits for the years 1998 – 2001, which resulted in total payments of $27.1 million (See Note 8 to the consolidated financial statements for further discussion).

Primary uses of liquidity include debt service (as discussed below), acquisitions, capital expenditures, stock repurchases and investment in signal upgrades. The following table summarizes our primary uses of cash for the past three years:

	2006		2005		2004
	(Amounts in thousands)
Acquisitions	$	7,688	$	4,000	$	681
Option to purchase radio stations		5,000		2,000		—
Capital expenditures		11,537		10,964		9,019
Investment in signal upgrades		5,631		2,127		7,680
Repurchase of Class A common stock		45,227		39,620		—

We have an effective shelf registration statement under which we may from time to time offer and issue debentures, notes, bonds and other indebtedness and forward contracts in respect of any such indebtedness, shares of preferred stock, shares of Class A common stock, warrants, stock purchase contracts, stock purchase units and stock purchase rights, and two financing trusts sponsored by us may also offer and issue preferred securities of the trusts for an original maximum aggregate offering amount of $300 million. Unless otherwise described in future prospectus supplements, we intend 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.

In addition, daily cash management needs have been funded through intercompany advances from Cox Enterprises. Any borrowings from Cox Enterprises are due on demand, but typically repaid within 30 days. Cox Enterprises continues to perform day-to-day cash management services for us. Amounts due to and from Cox Enterprises accrue interest at Cox Enterprises’ current commercial paper borrowing rate or a London Interbank Offered Rate (LIBOR) based rate (5.6% and 4.7% at December 31, 2006 and 2005, respectively), dependent upon our credit rating. Cox Enterprises owed us approximately $2.0 million at December 31, 2006 and we owed Cox Enterprises approximately $9.9 million at December 31, 2005.

In September 2006, we consummated the acquisition of WOKV-FM (formerly WBGB-FM) serving the Jacksonville, Florida market for a purchase price of approximately $7.7 million. We funded the acquisition with cash on hand and borrowings under our credit facility. The purchase price was allocated substantially to FCC licenses.

In January 2005, we paid $2 million for an option to purchase five radio stations for $60 million. For more information regarding this option, see “Item 1. Business—Acquisitions and Dispositions.” We have sufficient capacity under our revolving credit facility to pay the remaining purchase price for the stations.

Our future cash requirements are expected to include capital expenditures, principal and interest payments on indebtedness and funds for acquisitions. We expect our operations to generate sufficient cash to meet our capital expenditure and debt service requirements. We expect capital expenditures to be between $12 million and $13 million for 2007. Additional cash requirements, including funds for acquisitions, will be funded from various sources, including proceeds from bank financing, intercompany advances from Cox Enterprises and, if or when appropriate, issuances of securities.

Debt Service

On July 26, 2006, we replaced our then-existing credit facility with a new senior unsecured revolving credit facility with up to $600 million in total borrowing capacity. On July 26, 2006, we borrowed $420 million under the new credit facility, of which $410 million was used to repay amounts outstanding under our old credit facility. As a result of our business operations, we may generate excess cash which, from time to time, is used to repay amounts outstanding under the new revolving credit facility. The lending commitments under the new credit facility are scheduled to terminate on July 26, 2011. The interest rate for the new facility is, at our option:

• the greater of the prime rate or the federal funds borrowing rate plus 0.5%;

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• LIBOR plus a spread based on the credit ratings of our senior long-term debt;

• the federal funds borrowing rate plus a spread based on the credit ratings of our senior long-term debt.

The new credit facility includes commitment fees on the unused portion of the total amount available, which fees range from 0.070% to 0.225% depending on the credit rating of our senior long-term debt. The new credit facility contains, among other provisions, specified leverage and interest coverage requirements, the terms of which are defined within the credit facility. At December 31, 2006, we were in compliance with these covenants. The credit facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other material debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

At December 31, 2006, we had $380 million of outstanding indebtedness under the new credit facility with $220 million available for borrowing. The interest rate applied to amounts due under the new credit facility was 6.0% at December 31, 2006. At December 31, 2005, we had approximately $155 million of outstanding indebtedness under the old facility with $345 million available. The interest rate applied to amounts due under the old credit facility was 5.1% at December 31, 2005. Since the interest rate was variable, the recorded balance of the credit facilities approximates fair value. See “Note 10 to the Consolidated Financial Statements” for a discussion of our interest rate swap agreement.

In February 2006, we repaid the $250.0 million principal amount of our 6.625% notes at maturity using funds from our revolving credit facility.

In May 2005, we repaid the $100.0 million principal amount of our 6.375% notes at maturity using funds from our revolving credit facility.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of lease commitments and contracts for sports programming and on-air personalities and the guarantee discussed below. We do not have any majority-owned subsidiaries that are not included in our consolidated financial statements, nor do we have any interests in or relationships with any variable interest entities.

In February 2005, we agreed to guarantee the borrowings of a third party of up to $5 million to enable that party to purchase two stations and assist us in a signal upgrade project for one of our stations. This guarantee expires in February 2008. If the signal upgrade is approved by the FCC, then we are likely to purchase the stations and performance under the guarantee will not be necessary. If the signal upgrade is not approved, our guarantee will be extinguished either through sale of the stations or through new financing arranged by the owner of the stations. We believe that while the value of the stations currently may be insufficient to repay the outstanding debt in full, any shortfall would be immaterial. At both December 31, 2006 and 2005, the carrying value of this guarantee was $0.4 million.

Summary Disclosures about Contractual Obligations

We also have various commitments under the following types of contracts: non-cancelable operating leases; capital leases; long-term debt; interest payments on long-term debt; and other purchase commitments, including contracts for sports programming and on-air personalities. The aggregate minimum annual commitments associated with these contracts as of December 31, 2006 were as follows:

	Payments Due by Period
	Total		2007		2008 and 2009		2010 and 2011		After 2011
	(Amounts in thousands)
Operating leases	$	40,410	$	6,774	$	11,109	$	8,356	$	14,171
Capital leases		300		114		146		40		—
Long-term debt (1)		380,000		—		—		380,000		—
Interest on long-term debt (2)		67,031		22,991		36,619		7,421		—
Purchase commitments		90,493		48,029		35,325		5,674		1,465
Total	$	578,234	$	77,908	$	83,199	$	401,491	$	15,636

(1) Consists of $380 million outstanding at December 31, 2006 under our credit facility and assumes this facility will be repaid and not refinanced at or prior to expiration in 2011.

(2) These amounts represent estimated future cash interest payments related to our credit facility based on the variable rate specified under our credit agreement, including the impact of our interest rate swap agreement. Future interest payments could differ materially from amounts indicated in the table due to future operational and financing needs, market factors and other currently unanticipated events.

29

Impact of Inflation

The impact of inflation on our 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 our operating results.

Transactions with Affiliated Companies

We receive certain management services from, and have entered into certain transactions with, Cox Enterprises. Costs of the management services that are allocated to us are based on actual direct costs incurred or on Cox Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Cox Enterprises. We believe that these allocations were made on a reasonable basis, and that receiving these management services from Cox Enterprises creates cost efficiencies; however, there has been no 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 services and transactions described below have been reviewed by our Audit Committee, which has determined that such services and transactions are fair and in our best interest.

We receive day-to-day cash management services from Cox Enterprises, with settlements of outstanding balances between us and Cox Enterprises occurring periodically at market interest rates. As a part of these services, Cox Enterprises transfers funds to cover our checks presented for payment and we record a book overdraft, which is classified as accounts payable in the accompanying balance sheets. Book overdrafts of $4.1 million and $5.4 million existed at December 31, 2006 and 2005, respectively, as a result of our checks outstanding. The amounts due to or from Cox Enterprises are generally due on demand and represent the net balance of the intercompany transactions. The rate charged on intercompany borrowing is defined as Cox Enterprises’ current commercial paper borrowing rate or a LIBOR based rate (5.6% and 4.7% at December 31, 2006 and 2005, respectively), dependent upon our credit rating. Cox Enterprises owed us $2.0 million at December 31, 2006 and we owed Cox Enterprises approximately $9.9 million at December 31, 2005.

We receive certain management services from Cox Enterprises and its wholly-owned subsidiary, Cox Broadcasting, including management and financial advisory services, legal, corporate, secretarial, tax, internal audit, risk management, purchasing and materials management, employee benefit (including pension plan) administration, fleet, engineering and other support services. Expenses allocated for these services are included in corporate general and administrative expenses in the consolidated financial statements. We were allocated expenses for the years ended December 31, 2006, 2005 and 2004 of approximately $3.2 million, $3.3 million and $3.4 million, respectively, related to these services.

In connection with these management services, we reimburse Cox Enterprises for payments made to third-party vendors for certain goods and services provided to us under arrangements made by Cox Enterprises on behalf of Cox Enterprises and its affiliates, including Cox Radio. We believe such arrangements allow us to receive such goods and services at more attractive pricing than we would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Cox Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox Radio. Rather than self-insuring these risks, Cox Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company indirectly owned by descendants of Governor James M. Cox, the founder of Cox Enterprises, including James C. Kennedy, Chairman of our board of directors, and his sister, who each own 25%. This insurance company is an insurer and re-insurer on various insurance policies purchased by Cox Enterprises, and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on our loss experience consistent with insurance industry practice. Our portion of these insurance costs was approximately $0.7 million, $0.6 million and $0.5 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Our employees participate in certain Cox Enterprises employee benefit plans, and we made payments to Cox Enterprises in 2006 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $10.5 million, retiree medical payments of approximately $0.1 million, postemployment benefits of approximately $0.7 million and executive pension plan payments of approximately $1.1 million. Costs incurred for these items in 2005 and 2004 were self-insured employee medical insurance costs of approximately $9.3 million and $9.0 million, respectively; retiree medical payments of approximately $0.1 million and $0.1 million, respectively; postemployment benefits of approximately $0.7 million and $0.6 million, respectively; and executive pension plan payments of approximately $1.2 million and $1.1 million, respectively.

Our headquarters building is leased by Cox Enterprises from a partnership that in turn is indirectly owned by descendents of Governor James M. Cox, the founder of Cox Enterprises, with an indirect 36% interest held in the aggregate by the children of James C. Kennedy, Chairman of our board of directors, and an indirect less than 3% interest held in the aggregate by Mr. Kennedy, his mother and his sister. We pay rent and certain other occupancy costs to Cox Enterprises for space in Cox Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space. Related rent and occupancy expense was approximately $0.8 million, $0.7 million and $0.6 million for the years ended December 31, 2006, 2005 and 2004, respectively.

30

Cox Search, Inc., a wholly-owned subsidiary of Cox Enterprises, from time to time purchases radio advertising from our Atlanta radio stations at regular commercial rates. For the years ended December 31, 2006 and 2005 the amount purchased was $0.6 million and $0.3 million, respectively.

We have entered into lease agreements with Cox Broadcasting with respect to studio and tower site properties in Atlanta, Georgia, Dayton, Ohio and Orlando, Florida that are used for our radio operations in those markets. The annual rental cost in the aggregate was approximately $0.7 million, $0.7 million and $0.6 million for the years ended December 31, 2006, 2005 and 2004, respectively.

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

	(Amounts in thousands)
Due from Cox Enterprises, December 31, 2003	$	6,284
Cash transferred to Cox Enterprises		419,590
Acquisitions		(681	)
Payments on revolver		(60,000	)
Net operating expense allocations and reimbursements		(358,620	)
Due from Cox Enterprises, December 31, 2004		6,573
Cash transferred to Cox Enterprises		440,431
Acquisitions		(4,000	)
Borrowings on revolver		30,000
Repayment of 6.375% notes		(100,000	)
Repurchase of Class A common stock		(39,620	)
Net operating expense allocations and reimbursements		(343,282	)
Due to Cox Enterprises, December 31, 2005		(9,898	)
Cash transferred to Cox Enterprises		433,612
Acquisitions		(7,688	)
Borrowings on revolver		225,000
Repayment of 6.625% notes		(250,000	)
Repurchase of Class A common stock		(45,227	)
Net operating expense allocations and reimbursements		(343,819	)
Due from Cox Enterprises, December 31, 2006	$	1,980

We have estimated that the carrying value of advances approximates fair value, given the short-term nature of these advances.

New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FIN 48, which became effective for Cox Radio on January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. We are currently finalizing our evaluation of the impact of adoption and have not yet determined the effect on our financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 provides guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB No. 108 was effective for fiscal years ending on or after November 15, 2006. The implementation of SAB No. 108 did not have a material impact on our financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those years. The adoption of SFAS No. 157 is not expected to have a material impact on our financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, with limited exceptions; and (c) recognize changes in the funded status of a defined benefit post-retirement plan in the year in which the changes occur as a component of comprehensive income. The adoption of SFAS No. 158 will not have a material impact on our financial position, results of operations or cash flows because we do not sponsor a defined benefit plan.

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ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

We are exposed to a number of financial market risks in the ordinary course of business. We have examined exposures to these risks and concluded that none of the exposures in these areas are material to cash flows or earnings; however, our primary financial market risk exposure pertains to changes in interest rates.

We have engaged in several strategies to manage these market risks. We currently have one interest rate swap agreement for purposes of managing borrowing costs.

Pursuant to this interest rate swap agreement, we have exchanged our floating rate interest obligations on $25 million in notional principal amount of debt for a fixed annual interest rate of 6.4%. This agreement matures on September 30, 2007. Concurrently with the adoption of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” in January 2001, we formally designated this agreement as a cash flow hedge as discussed in Note 10 to the consolidated financial statements. We are exposed to a credit loss in the event of nonperformance by the counterparty to the interest rate swap agreement. However, we do not anticipate nonperformance by such counterparty, and no material loss would be expected in the event of the counterparty’s nonperformance. The estimated fair value of this swap agreement, based on current market rates, approximated a net payable of $0.2 million and $0.7 million at December 31, 2006 and 2005, respectively. The fair value of the swap agreement at December 31, 2006 is included in other current liabilities according to the maturity date of the swap. The market risk for the interest rate swap is mitigated as the variable rate received is hedged to the variable rate paid on the credit facility.

The estimated fair values of debt instruments are based on discounted cash flow analyses using our borrowing rates for similar types of borrowing arrangements and dealer quotations. The revolving credit facilities and Cox Enterprises’ borrowings bear interest based on current market rates and, thus, approximate fair value. We are exposed to interest rate volatility with respect to these variable rate debt instruments. If the LIBOR borrowing rates were to increase 1% above the current rates at December 31, 2006, our interest expense on the revolving credit facility would increase approximately $3.8 million on an annual basis, including any interest expense associated with the use of derivative rate hedging instruments as described above.

With respect to the interest rate swap agreement, we have estimated its fair value using available market information and valuation methodologies that we believe to be appropriate. Considerable judgment, however, is required in interpreting market data to develop the estimate of fair value. Accordingly, the estimate presented above is not necessarily indicative of the amount that we would realize or pay in a current market exchange.

ITEM 8. Financial Statements and Supplementary Data

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions relating to our assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2006 based on the control criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that our internal control over financial reporting is effective as of December 31, 2006.

32

The registered independent public accounting firm of Deloitte & Touche LLP, as auditors of our consolidated financial statements, has issued an attestation report on management’s assessment of our internal control over financial reporting, which report is included herein.

/s/ Robert F. Neil	/s/ Neil O. Johnston
Robert F. Neil	Neil O. Johnston
President and Chief Executive Officer	Vice President and Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited management’s assessment, included in the accompanying Management Report on Internal Control over Financial Reporting, that Cox Radio, Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2006 and 2005, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006, and the financial statement schedule listed in the Index at Item 15, and our report dated March 13, 2007 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2007

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Cox Radio, Inc. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the Company as of December 31, 2006 and 2005, and its results of operations and cash flows for each of the three years in the period ended December 31, 2006, 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.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2007

34

COX RADIO, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2006			2005
	(Amounts in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	4,381		$	3,455
Accounts and notes receivable, less allowance for doubtful accounts of $2,983 and $3,190, respectively		85,660			83,388
Prepaid expenses and other current assets		5,254			6,026
Amounts due from Cox Enterprises		1,980			—
Total current assets		97,275			92,869
Property and equipment, net		74,334			74,025
FCC licenses and other intangible assets, net		1,702,442			1,868,739
Goodwill		215,584			217,921
Other assets		28,282			12,510
Total assets	$	2,117,917		$	2,266,064
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	27,987		$	26,664
Accrued salaries and wages		2,507			2,699
Accrued interest		1,195			6,969
Income taxes payable		1,819			1,625
Amounts due to Cox Enterprises		—			9,898
Other current liabilities		3,910			3,890
Total current liabilities		37,418			51,745
Long-term debt, less current portion		380,000			404,988
Deferred income taxes		468,082			520,040
Other long-term liabilities		14,378			8,631
Total liabilities		899,878			985,404
Commitments and contingencies (Note 9)
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; 42,918,759 and 42,189,547 shares issued and 36,818,888 and 39,383,476 shares outstanding at December 31, 2006 and 2005, respectively		14,163			13,923
Class B common stock, $0.33 par value; 135,000,000 shares authorized; 58,733,016 shares issued and outstanding at December 31, 2006 and 2005		19,382			19,382
Additional paid-in capital		640,298			635,650
Unearned stock-based compensation		—			(2,032	)
Accumulated other comprehensive income, net of tax		368			235
Retained earnings		630,521			654,968
		1,304,732			1,322,126
Less: Class A common stock held in treasury (6,099,871 and 2,806,071 shares at cost at December 31, 2006 and 2005, respectively)		(86,693	)		(41,466	)
Total shareholders’ equity		1,218,039			1,280,660
Total liabilities and shareholders’ equity	$	2,117,917		$	2,266,064

See notes to consolidated financial statements.

35

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2006			2005			2004
	(Amounts in thousands, except per share data)
Net revenues:
Local	$	308,279		$	311,477		$	310,595
National		98,030			95,910			98,417
Other		34,159			30,543			29,201
Total net revenues		440,468			437,930			438,213
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown below)		86,440			86,252			98,219
Selling, general and administrative		171,366			169,817			162,617
Corporate general and administrative		19,869			19,439			17,676
Depreciation and amortization		11,195			11,245			11,867
(Gain) loss on loan guarantee		—			(138	)		3,064
Impairment of intangible assets		176,333			14,351			—
Other operating expenses, net		794			125			1,093
Operating (loss) income		(25,529	)		136,839			143,677
Other income (expense):
Interest expense		(25,345	)		(27,444	)		(30,388	)
Other, net		2			(39	)		(387	)
(Loss) income before income taxes		(50,872	)		109,356			112,902
Current income tax expense		25,535			27,435			45,772
Deferred income tax (benefit) expense		(51,960	)		20,648			(836	)
Total income tax (benefit) expense		(26,425	)		48,083			44,936
Net (loss) income	$	(24,447	)	$	61,273		$	67,966
Net (loss) income per share – basic
Net (loss) income per common share	$	(0.25	)	$	0.61		$	0.68
Net (loss) income per share – diluted
Net (loss) income per common share	$	(0.25	)	$	0.61		$	0.67
Weighted average common shares outstanding – basic		96,012			100,165			100,552
Weighted average common shares outstanding – diluted		96,012			100,430			100,758

See notes to consolidated financial statements.

36

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital			Unearned Comp- ensation			Accumulated Other Compre- hensive (Loss) Income			Retained Earnings			Treasury Stock
	Shares	Amount		Shares	Amount														Shares	Amount			Total
	(Amounts in thousands)
Balance at December 31, 2003	41,718	$	13,767	58,733	$	19,382	$	626,499		$	—		$	(1,863	)	$	525,729		128	$	(1,846	)	$	1,181,668
Comprehensive income:
Net income	—		—	—		—		—			—			—			67,966		—		—			67,966
Unrealized gain on interest rate swaps	—		—	—		—		—			—			1,226			—		—		—			1,226
Reclassification to earnings of transition adjustments	—		—	—		—		—			—			102			—		—		—			102
Comprehensive income																								69,294
Unearned stock-based compensation	—		—	—		—		—			(2,734	)		—			—		—		—			(2,734	)
Amortization of unearned stock-based compensation	—		—	—		—		—			431			—			—		—		—			431
Issuance of Class A common stock related to incentive plans, includes tax benefit of $1.9 million	388		128	—		—		8,886			—			—			—		—		—			9,014
Balance at December 31, 2004	42,106		13,895	58,733		19,382		635,385			(2,303	)		(535	)		593,695		128		(1,846	)		1,257,673
Comprehensive income:
Net income	—		—	—		—		—			—			—			61,273		—		—			61,273
Unrealized gain on interest rate swaps	—		—	—		—		—			—			714			—		—		—			714
Reclassification to earnings of transition adjustments	—		—	—		—		—			—			56			—		—		—			56
Comprehensive income																								62,043
Unearned stock-based compensation	—		—	—		—		—			(149	)		—			—		—		—			(149	)
Amortization of unearned stock-based compensation	—		—	—		—		—			420			—			—		—		—			420
Repurchase of Class A common stock	—		—	—		—		—			—			—			—		2,678		(39,620	)		(39,620	)
Issuance of Class A common stock related to incentive plans, includes tax benefit of less than $0.1 million	84		28	—		—		265			—			—			—		—		—			293
Balance at December 31, 2005	42,190		13,923	58,733		19,382		635,650			(2,032	)		235			654,968		2,806		(41,466	)		1,280,660
Comprehensive income:
Net loss	—		—	—		—		—			—			—			(24,447	)	—		—			(24,447	)
Unrealized gain on interest rate swaps	—		—	—		—		—			—			77			—		—		—			77
Reclassification to earnings of transition adjustments	—		—	—		—		—			—			56			—		—		—			56
Comprehensive income																								(24,314	)
Unearned stock-based compensation	—		—	—		—		(2,032	)		2,032			—			—		—		—			—
Stock-based compensation expense	—		—	—		—		1,567			—			—			—		—		—			1,567
Repurchase of Class A common stock	—		—	—		—		—			—			—			—		3,294		(45,227	)		(45,227	)
Issuance of Class A common stock related to incentive plans, includes tax benefit of $0.8 million	729		240	—		—		5,113			—			—			—		—		—			5,353
Balance at December 31, 2006	42,919	$	14,163	58,733	$	19,382	$	640,298		$	—		$	368		$	630,521		6,100	$	(86,693	)	$	1,218,039

See notes to consolidated financial statements.

37

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2006			2005			2004
	(Amounts in thousands)
Cash flows from operating activities:
Net (loss) income	$	(24,447	)	$	61,273		$	67,966
Items not requiring cash:
Depreciation and amortization		11,195			11,245			11,867
Deferred income taxes		(51,960	)		20,648			(836	)
Compensation expense related to long-term incentive plans		4,618			3,066			431
Other		662			692			2,182
(Gain) loss on loan guarantee		—			(138	)		3,064
Impairment of intangible assets		176,333			14,351			—
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
(Increase) decrease in accounts receivable		(2,272	)		678			450
(Decrease) increase in accounts payable and accrued expenses		(2,849	)		1,378			(3,147	)
(Decrease) increase in accrued salaries and wages		(192	)		190			(1,630	)
(Decrease) increase in accrued interest		(5,774	)		(599	)		338
Increase (decrease) in income taxes payable		194			(2,517	)		(6,795	)
Other, net		3,463			3,143			(1,133	)
Net cash provided by operating activities		108,971			113,410			72,757
Cash flows from investing activities:
Capital expenditures		(11,537	)		(10,964	)		(9,019	)
Acquisitions and related expenses, net of cash acquired		(7,688	)		(4,000	)		(681	)
Option to purchase radio stations		(5,000	)		(2,000	)		—
Investment in signal upgrades		(5,631	)		(2,127	)		(7,680	)
Proceeds from sales of assets		46			187			128
Other, net		(220	)		147			(741	)
Net cash used in investing activities		(30,030	)		(18,757	)		(17,993	)
Cash flows from financing activities:
Net borrowings (repayments) of revolving credit facilities		225,000			30,000			(60,000	)
Repayment of 6.625% and 6.375% notes, respectively		(250,000	)		(100,000	)		—
Cash paid for loss on loan guarantee		—			(2,926	)		—
Proceeds from issuances of stock related to stock-based compensation plans		4,528			135			4,401
Tax benefit of stock options exercised		824			9			1,880
Repurchase of Class A common stock		(45,227	)		(39,620	)		—
(Decrease) increase in book overdrafts		(1,262	)		1,503			(992	)
Payment of debt issuance costs		—			—			(736	)
(Decrease) increase in amounts due to Cox Enterprises, net		(11,878	)		16,471			(289	)
Net cash used in financing activities		(78,015	)		(94,428	)		(55,736	)
Net increase (decrease) in cash and cash equivalents		926			225			(972	)
Cash and cash equivalents at beginning of year		3,455			3,230			4,202
Cash and cash equivalents at end of year	$	4,381		$	3,455		$	3,230

See notes to consolidated financial statements.

38

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, Inc. (Cox Enterprises) indirectly owns approximately 65% of the common stock of Cox Radio and has approximately 95% of the voting power of Cox Radio.

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

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

2. Summary of Significant Accounting Policies

Cash Equivalents

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

Revenue Recognition

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

Internet revenue is recognized as ads are run over the Internet. Non-traditional event revenue is recognized when the event occurs.

Barter Arrangements

Barter transactions are recorded at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when commercials are broadcast. Products or services are recorded when the products or services are received. If commercials are broadcast before the receipt of products or services, a barter receivable is recorded. If products or services are received before the broadcast of commercials, a barter payable is recorded.

Corporate General and Administrative Expenses

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

Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2006, 2005 and 2004 were $8.4 million, $7.4 million and $6.9 million, respectively.

Property and Equipment

Property 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.

39

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 the Emerging Issues Task Force (EITF) Issue No. 00-2, “Accounting for Web Site Development Costs.” Under this guidance, costs incurred that involve providing additional functions and features to the web site should be capitalized. Costs associated with website planning, maintenance, content development and training should be expensed as incurred. Capitalized costs are generally amortized over two years.

Intangible Assets

Intangible assets consist primarily of Federal Communications Commission (FCC) broadcast licenses, but also include goodwill and certain other intangible assets acquired in purchase business combinations. Upon the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” on January 1, 2002, Cox Radio ceased amortization of goodwill and FCC licenses, which are indefinite-lived intangible assets. Other intangible assets are amortized on a straight-line basis over the contractual lives of the assets.

Cox Radio evaluates its FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using the direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. Cox Radio also evaluates goodwill in each of its reporting units (markets) for impairment annually, or more frequently if certain circumstances are present, using the residual method. If the carrying amount of goodwill in a reporting unit is greater than its implied value of goodwill, determined from the estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its estimated fair value.

Cox Radio utilizes independent appraisals in testing FCC licenses and goodwill for impairment. These appraisals principally use the discounted cash flow methodology. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections, anticipated operating profit margins and various discount rates. The variables used in the analysis reflect historical station and advertising market growth trends, as well as anticipated performance and market conditions. Multiples of operating cash flow are also considered. Cox Radio evaluates amortizing intangible assets for recoverability when circumstances indicate an impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, net book value is reduced to the estimated fair value.

Other Assets

Other assets consist primarily of investments in signal upgrades. Signal upgrades represent Cox Radio’s process of enhancing selected stations’ signal strength. Upon completion of each signal upgrade, Cox Radio reclassifies the costs incurred for the upgrade to FCC licenses. The amount reclassified is validated based upon an independent appraisal of the FCC license after the upgrade is completed.

Impairment of Long-Lived Assets

Cox Radio accounts for long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Long-lived assets are required to be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, with any impairment losses being reported in the period in which the recognition criteria are first applied based on the fair value of the asset. Cox Radio assesses the recoverability based on a review of estimated undiscounted cash flows. Long-lived assets to be disposed of are required to be reported at the lower of carrying amount or fair value less cost to sell.

Income Taxes

Cox Radio provides for income taxes using the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability based approach in accounting for income taxes. Deferred income taxes reflect the net tax effect on future years of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes. Cox Radio evaluates its effective tax rates regularly and adjusts rates when appropriate based on currently available information relative to statutory rates, apportionment factors and the applicable taxable income in the jurisdictions in which Cox Radio operates, among other factors.

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Pension and Postretirement Benefits

Cox Enterprises generally provides defined pension benefits to eligible Cox Radio employees based on years of service and compensation during those years. Cox Enterprises also provides certain health care and life insurance benefits to eligible Cox Radio employees and retirees. Expenses related to these plans are allocated to Cox Radio through the intercompany account. The amount of the allocation is generally based on actuarial determinations of the effect of Cox Radio employees’ participation in the Cox Enterprises plans. Prior to January 1, 2007, only retirees and employees of Cox Radio who were employed on or before December 31, 1996 were eligible to participate in these plans. On December 14, 2006, the Cox Radio Board of Directors approved expanded participation so that, effective January 1, 2007, all remaining eligible employees of Cox Radio will participate in both the pension plan and post-retirement health care plan on a prospective basis.

Incentive Compensation Plans

In 2005, Cox Radio’s Long-Term Incentive Plan (LTIP) consisted of a mix of stock options and performance awards to selected officers and senior executives. Performance awards are designed to increase in value based on Cox Radio’s operating performance and are denominated as a number of units which are multiplied by the percentage increase in certain pre-established financial metrics over a five-year period. Performance awards vest 60% in the third year, 80% in the fourth year, and 100% in the fifth year from the date of grant. Cox Radio recognizes compensation expense related to the performance awards over the appropriate vesting period based on the amount that is expected to be paid upon vesting of the awards. Performance awards will be paid out in cash or, for certain employees, in Cox Radio stock, which will remain subject to restrictions on resale or transfer as long as the recipient is employed by Cox Radio or one of its affiliates.

In 2006, Cox Radio implemented a new long-term award format that consists of a mix of performance awards (as described above) and restricted stock. Awards of restricted stock fully vest five years after the date of grant and are subject to a risk of forfeiture until the vesting date. Cox Radio recognizes compensation expense related to the restricted stock awards over the five-year vesting period.

During the year ended December 31, 2006, Cox Radio had three stock-based employee compensation plans, the LTIP and two Employee Stock Purchase Plans (each an ESPP). The 2004 ESPP terminated during the first quarter of 2006, and shares were issued under this plan effective March 31, 2006. In July 2006, payroll deductions began for employees participating in the 2006 ESPP. Prior to January 1, 2006, Cox Radio would have accounted for these plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, as permitted by SFAS No. 123 “Accounting for Stock-Based Compensation” (Statement 123). With the exception of restricted stock issued under the LTIP, no stock-based employee compensation cost was recognized in the Consolidated Statements of Income for the three-months and year ended December 31, 2005 as all options granted under those plans had either an exercise price equal to the market value of the underlying Class A common stock on the date of grant or, in the case of the 2004 ESPP, were issued in connection with a non-compensatory plan. Effective January 1, 2006, Cox Radio adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share Based Payment” (SFAS No. 123R), using the modified-prospective transition method. This transition method, discussed in further detail below, does not require results for prior periods to be restated.

Under the modified-prospective transition method, compensation cost recognized during the period of adoption should include: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of Statement 123; and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. On October 31, 2005, the Compensation Committee of the Board of Directors approved the acceleration of the vesting of all unvested stock options granted from January 2001 through October 31, 2005. Unvested stock option awards with respect to approximately 4.7 million shares of Class A common stock were subject to this vesting acceleration. However, the Compensation Committee left the exercise date of these options, and all other terms of the awards, unchanged. The purpose of accelerating the vesting of these options was to allow Cox Radio to avoid recognition of compensation expense associated with these options in future periods as the exercise prices exceeded the market value of the underlying stock on the date of acceleration. Therefore, incremental compensation expense recognized in the Consolidated Statements of Income for the three-months and year ended December 31, 2006, as a result of the adoption of SFAS No. 123R, relates only to the two ESPPs as no new share-based payment awards, with the exception of restricted stock awards, have been granted subsequent to January 1, 2006. As indicated above, restricted stock awards were required to be expensed prior to the adoption of SFAS No. 123R. As a result of the adoption of SFAS No. 123R on January 1, 2006, Cox Radio’s income before income taxes was $0.1 million and $0.2 million lower for the three-month period and year ended December 31, 2006, respectively, than if Cox Radio had continued to account for share-based compensation under APB 25.

SFAS No. 123R also requires the benefits of tax deductions in excess of recognized stock-based compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as previously required. For the three-month period and year ended December 31, 2006, there were tax benefits of $0.1 million and $0.8 million, respectively, resulting from tax deductions in excess of the related stock-based compensation cost.

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Had compensation cost for Cox Radio’s stock-based compensation plans been determined based on the fair value at the grant or enrollment dates in accordance with the fair value provisions of Statement 123, Cox Radio’s net income and net income per share for the years ended December 31, 2005 and 2004 would have been the pro forma amounts indicated below. Actual results for the year ended December 31, 2006 have been determined in accordance with the fair value provisions of SFAS No. 123R and, therefore, pro forma results for such period are not necessary.

	Year Ended December 31,
	2005			2004
	(Amounts in thousands, except per share data)
Net income, as reported	$	61,273		$	67,966
Add: Amortization of unearned compensation related to restricted stock		257			259
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(13,782	)		(6,314	)
Pro forma net income	$	47,748		$	61,911
Earnings per share:
Basic – as reported	$	0.61		$	0.68
Basic – pro forma	$	0.48		$	0.62
Diluted – as reported	$	0.61		$	0.67
Diluted – pro forma	$	0.48		$	0.61

Pro forma results for the year ended December 31, 2005 include approximately $12.1 million related to the acceleration of the vesting of all of Cox Radio’s unvested “out of the money” stock options granted under its LTIP from January 2001 through October 31, 2005. See Note 12 for further discussion.

Concentration of Risk

A significant portion of Cox Radio’s business historically has been conducted in the Atlanta market. Net revenues earned from radio stations located in Atlanta represented 23%, 23% and 25% of total revenues for the years ended December 31, 2006, 2005 and 2004, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes,” which is effective for Cox Radio as of January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. Cox Radio is currently finalizing its evaluation of the impact of adoption and has not yet determined the effect on Cox Radio’s financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 provides guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether

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either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB No. 108 was effective for fiscal years ending on or after November 15, 2006. The implementation of SAB No. 108 did not have a material impact on Cox Radio’s financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those years. The adoption of SFAS No. 157 is not expected to have a material impact on Cox Radio’s financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, with limited exceptions; and (c) recognize changes in the funded status of a defined benefit post-retirement plan in the year in which the changes occur as a component of comprehensive income. The adoption of SFAS No. 158 will not have a material impact on Cox Radio’s financial position, results of operations or cash flows because Cox Radio does not sponsor a defined benefit plan.

Reclassifications

Certain prior year amounts have been reclassified for comparative purposes.

3. Earnings per Common Share and Capital Structure

	Year Ended December 31,
	2006			2005		2004
	(Amounts in thousands, except per share data)
Net (loss) income	$	(24,447	)	$	61,273	$	67,966
Earnings Per Share – Basic Weighted-average common shares outstanding		96,012			100,165		100,552
Net (loss) income per common share – basic	$	(0.25	)	$	0.61	$	0.68
Earnings Per Share – Diluted Weighted-average common shares outstanding		96,012			100,165		100,552
Effect of dilutive securities:
Long-Term Incentive Plan		—			227		155
Employee Stock Purchase Plan		—			38		51
Shares applicable to earnings per share – diluted		96,012			100,430		100,758
Net (loss) income per common share – diluted	$	(0.25	)	$	0.61	$	0.67

For the year ended December 31, 2006, 6.9 million stock options, 0.5 million shares of restricted stock and 0.2 million ESPP purchase rights were excluded from the computation of net loss per common share – diluted because their inclusion would have been anti-dilutive. Cox Radio excluded 6.6 million and 5.9 million stock options from the computation of net income per common share –diluted for the years ended December 31, 2005 and 2004, respectively, because to include them would have been anti-dilutive.

4. Acquisitions and Dispositions of Businesses

Historically, 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 on behalf of the owner of a station. 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 effective dates of such agreements. All acquisitions discussed below have been accounted for using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition. Specific transactions entered into by Cox Radio during the past three years through February 15, 2007 are discussed below.

In September 2006, Cox Radio consummated the acquisition of WOKV-FM (formerly WBGB-FM) serving the Jacksonville, Florida market for a purchase price of approximately $7.7 million. The purchase price was allocated substantially to FCC licenses.

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In January 2005, Cox Radio paid $2 million for an option to purchase five radio stations for $60 million. In October 2006, the related agreement was amended to extend the period within which Cox Radio could exercise its option to purchase the stations by approximately one month, to January 31, 2008. In consideration for granting Cox Radio an exclusive three-year option, the option agreement provides the sellers a right that is exercisable at two distinct times during the option term to provide notice requiring Cox Radio to elect whether or not to purchase the stations. While these rights are called put rights under the agreement, exercise of these rights by the sellers does not obligate Cox Radio to purchase the stations. Rather, upon receiving notice from the sellers, if Cox Radio elects to not purchase the stations at that time, it must pay $5 million to the sellers. If Cox Radio elects to acquire the stations at any time during the term of the agreement, the initial $2 million payment and any amounts previously paid by Cox will be applied to the purchase price of the stations. During July 2006, the sellers exercised their first put right, and Cox Radio paid the $5 million put refusal payment. Based on the facts and circumstances, Cox Radio determined that the sellers’ exercise of their second put right, which is exercisable in July 2007, was probable and therefore accrued the $5 million second put refusal payment at June 30, 2006.

In August 2004, Cox Radio entered into an agreement with Salem Communications to acquire KRTR-AM (formerly KHNR-AM) and KKNE-AM (formerly KHCM-AM) serving the Honolulu, Hawaii market. As part of this transaction, Cox Radio exercised its option to acquire KGMZ-FM from Honolulu Broadcasting and exchanged the assets of KGMZ-FM for the two AM stations, valued at $4.0 million. This transaction closed in January 2005, and the loan guarantee of $6.6 million was terminated. Cox Radio recognized an aggregate loss on loan guarantee of $2.9 million related to this transaction.

5. Investments

iBiquity Digital Corporation - Cox Radio holds shares of common stock of iBiquity Digital Corporation (formerly USA Digital Radio, Inc.), a developer of digital radio broadcasting technology, that Cox Radio originally acquired 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. This investment is evaluated for impairment on an annual basis or as the circumstances dictate. No impairment has been recorded to date.

6. Property and Equipment

	December 31,
	2006			2005
	(Amounts in thousands)
Land	$	8,161		$	8,125
Buildings and building improvements		32,093			31,099
Broadcast equipment		108,069			107,930
Construction in progress		5,104			2,215
Property and equipment, at cost		153,427			149,369
Less accumulated depreciation		(79,093	)		(75,344	)
Net property and equipment	$	74,334		$	74,025

7. Goodwill and Other Intangible Assets

Cox Radio accounts for goodwill and intangible assets in accordance with SFAS No. 142, which requires that goodwill and certain intangible assets, including FCC licenses, not be amortized but instead be tested for impairment at least annually. Cox Radio’s annual impairment testing date is December 31st.

During the first quarter of 2007, Cox Radio performed its annual tests for impairment and recorded an impairment charge of $173.9 million to reduce the carrying value of FCC licenses at the Birmingham, Greenville, Houston, Louisville and Richmond markets to their estimated fair value. This non-cash charge was recorded in the fourth quarter and is reflected in the Consolidated Statement of Income for the year ended December 31, 2006. Additionally, as a result of the impairment test, Cox Radio recorded a goodwill impairment charge of $2.5 million in the fourth quarter as reflected in the Consolidated Statement of Income for the year ended December 31, 2006. The $2.5 million reflects charges to reduce the carrying value of goodwill at the Louisville market to its estimated fair value.

During the first quarter of 2006, Cox Radio performed its annual tests for impairment and no impairment of FCC licenses was indicated. However, as a result of the impairment test, Cox Radio recorded a goodwill impairment charge of $14.4 million in the fourth quarter as reflected in the Consolidated Statement of Income for the year ended December 31, 2005. The $14.4 million reflects charges to reduce the carrying value of goodwill at the Birmingham market to its estimated fair value.

During 2005, Cox Radio determined that approximately $209 million of FCC licenses had been misclassified as goodwill in its consolidated balance sheet at December 31, 2004. Accordingly, the December 31, 2004 consolidated balance sheet presented herein reflects the reclassification of $209 million from goodwill to FCC licenses.

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The following table reflects the components of intangible assets for the periods indicated:

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
	(Amounts in thousands)
December 31, 2006
FCC licenses and other intangible assets, net	$	1,703,019	$	577	$	1,702,442
Goodwill		215,584		—		215,584
December 31, 2005
FCC licenses and other intangible assets, net	$	1,869,300	$	561	$	1,868,739
Goodwill		217,921		—		217,921

Amortization expense for each of the years ended December 31, 2006 and 2005 was less than $0.1 million. Amortization expense for each of the next five years is not expected to be material. Total amortizable intangible assets are immaterial.

In September 2006, Cox Radio consummated the acquisition of WOKV-FM (formerly WBGB-FM) serving the Jacksonville, Florida market for a purchase price of approximately $7.7 million. The purchase price was allocated substantially to FCC licenses.

During 2005, Cox Radio completed the acquisition of KRTR-AM (formerly KHNR-AM) and KKNE-AM (formerly KHCM-AM) in Honolulu, Hawaii and, in connection therewith, classified $3.8 million into FCC licenses and less than $0.1 million into goodwill.

During 2005, Cox Radio completed a signal upgrade for WBHJ-FM in Birmingham, Alabama and, in connection therewith, reclassified $5.5 million from other assets to FCC licenses.

During 2004, Cox Radio completed a signal upgrade for WPYO-FM in Orlando, Florida and, in connection therewith, reclassified $2.4 million from other assets to FCC licenses.

During 2004, Cox Radio completed signal upgrades for WALR-FM in Atlanta, Georgia and, in connection therewith, reclassified $6.6 million from other assets to FCC licenses, and for WODL-FM in Birmingham, Alabama and, in connection therewith, reclassified $7.8 million from other assets to FCC licenses.

8. Income Taxes

Income tax expense (benefit) is summarized as follows:

	Year Ended December 31,
	2006			2005		2004
	(Amounts in thousands)
Current:
Federal	$	28,246		$	22,612	$	33,822
State		(2,711	)		4,823		11,950
Total current		25,535			27,435		45,772
Deferred:
Federal		(38,995	)		16,968		1,407
State		(12,965	)		3,680		(2,243	)
Total deferred		(51,960	)		20,648		(836	)
Total income tax (benefit) expense	$	(26,425	)	$	48,083	$	44,936

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

	December 31,
	2006			2005
	(Amounts in thousands)
Current deferred tax assets:
Provision for doubtful accounts	$	1,151		$	1,242
Total net current assets	$	1,151		$	1,242
Noncurrent deferred tax assets (liabilities):
Property and equipment	$	(6,509	)	$	(8,003	)
Intangibles		(468,384	)		(515,805	)
Employee compensation and benefits		5,102			2,311
Other		1,709			1,457
Total net noncurrent liabilities		(468,082	)		(520,040	)
Net deferred tax liabilities	$	(466,931	)	$	(518,798	)

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

	Year Ended December 31,
	2006			2005			2004
	(Amounts in thousands)
Federal statutory income tax rate		35	%		35	%		35	%
Computed tax (benefit) expense at federal statutory rates on income before income taxes	$	(17,806	)	$	38,275		$	39,516
State income taxes (net of federal tax benefit)		(6,175	)		5,218			8,182
Change in estimated effective state tax rates		(4,014	)		309			(1,872	)
Impairment of intangible assets		859			4,162			—
Other, net		711			119			(890	)
Income tax (benefit) expense	$	(26,425	)	$	48,083		$	44,936

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Income tax expense decreased $74.5 million to a $26.4 million benefit in 2006. The change in income tax expense was primarily attributable to a $67.1 million deferred income tax benefit resulting from the impairment of intangibles assets discussed above, as well as changes in certain state effective tax rates and adjustments for the actual or expected resolution of certain income tax audits. Cox Radio’s effective tax rates for 2006 and 2005 were 51.9% and 44.0%, respectively. The tax benefit for 2006 reflects an income tax rate significantly higher than the federal statutory rate due in part to the current tax impact of adjustments and settlements with various state taxing jurisdictions, the deferred tax impact of changes in state income tax laws and the relatively nominal pre-tax income.

Each year, Cox Radio analyzes its effective rate for deferred state income tax purposes. The appropriate rate is determined based on the states in which Cox Radio currently operates and the relative statutory rates, apportionment factors and taxable income applicable to those states. Accordingly, adjustments of approximately $(4.0) million, $0.3 million and $1.9 million were recorded in 2006, 2005 and 2004, respectively.

During 2006, Cox Radio received a $3.7 million refund related to the conclusion of a federal income tax audit for the 2002-2003 tax years. Adjustments made during federal income tax audits for the 1998-2001 tax years gave rise to this refund. There was no material income statement impact in the current year. The Internal Revenue Services (IRS) has initiated a field examination for tax periods 2004 and 2005. Additionally, during 2006, Cox Radio concluded several state audits through which it paid $2.7 million and recorded a corresponding reduction to income tax expense of $6.1 million.

During 2004 and 2005, in connection with the conclusion of federal income tax audits for the years 1998 – 2001, Cox Radio paid approximately $27.1 million in taxes related to certain radio station transactions completed during the audit period. Cox Radio had previously provided for the possibility of this outcome. As a result of the audit, a reclassification between current and deferred tax liability and expense was made during 2004.

In the normal course of business, Cox Radio’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. Cox Radio accrues a liability when it believes that an assessment is probable. In June 2006, the FASB issued FIN 48, which is effective for Cox Radio as of January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. Cox Radio is currently finalizing its evaluation of the impact of adoption and has not yet determined the effect on its financial position or results of operations.

9. Long-Term Debt, Commitments and Contingencies

Cox Radio’s debt at December 31, 2006 and 2005 consisted of the following:

	2006		2005
	(Amounts in thousands)
6.625% notes payable, due in February 2006 (1)	$	—	$	249,988
Revolving credit facility		380,000		155,000
Total long-term debt		380,000		404,988
Less current portion		—		—
Total long-term debt, less current portion	$	380,000	$	404,988

(1) At December 31, 2005, the estimated aggregate fair value of the 6.625% notes was approximately $250.6 million based on quoted market prices. The 6.625% notes due February 15, 2006 were excluded from current liabilities because Cox Radio refinanced this obligation on a long-term basis under its credit facility, which had unused capacity of $345 million as of December 31, 2005.

In July 2006, Cox Radio replaced its then existing $500 million, five-year unsecured revolving credit facility with a $600 million five-year unsecured revolving credit facility. The interest rate for the new facility is, at Cox Radio’s option:

• the greater of the prime rate or the federal funds borrowing rate plus 0.5%;

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• the London Interbank Offered Rate (LIBOR) plus a spread based on the credit ratings of Cox Radio’s senior long-term debt;

• the federal funds borrowing rate plus a spread based on the credit ratings of Cox Radio’s senior long-term debt.

The new credit facility includes commitment fees on the unused portion of the total amount available, which fees range from 0.070% to 0.225% depending on the credit rating of Cox Radio’s senior long-term debt. The new credit facility contains, among other provisions, specified leverage and interest coverage requirements, the terms of which are defined within the credit facility. At December 31, 2006, Cox Radio was in compliance with these covenants. The credit facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other material debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

At December 31, 2006, Cox Radio had $380 million of outstanding indebtedness under the new credit facility with $220 million available for borrowing. The interest rate applied to amounts due under the new credit facility was 6.0% at December 31, 2006. At December 31, 2005, Cox Radio had approximately $155 million of outstanding indebtedness under the old facility with $345 million available for borrowing. The interest rate applied to amounts due under the old credit facility was 5.1% at December 31, 2005. Since the interest rate under each credit facility was variable, the recorded balance of each credit facility approximated fair value. See Note 10 for a discussion of Cox Radio’s interest rate swap agreement.

In February 2005, Cox Radio agreed to guarantee the borrowings of a third party of up to $5 million to enable that party to purchase two stations and assist Cox Radio in a signal upgrade project for one of its stations. This guarantee expires in February 2008. If the Cox Radio signal upgrade is approved by the FCC, then Cox Radio is likely to purchase the stations and performance under the guarantee will not be necessary. If the signal upgrade is not approved, Cox Radio’s guarantee will be extinguished either through sale of the stations or through new financing arranged by the owner of the stations. Cox Radio believes that while the value of the stations currently may be insufficient to repay the outstanding debt in full, any shortfall would be immaterial. At both December 31, 2006 and 2005, the carrying value of this guarantee was $0.4 million.

In January 2005, Cox Radio paid $2 million for an option to purchase five radio stations for $60 million. In October 2006, the related agreement was amended to extend the period within which Cox Radio could exercise its option to purchase the stations by approximately one month, to January 31, 2008. In consideration for granting Cox Radio an exclusive three-year option, the option agreement provides the sellers a right that is exercisable at two distinct times during the option term to provide notice requiring Cox Radio to elect whether or not to purchase the stations. While these rights are called put rights under the agreement, exercise of these rights by the sellers does not obligate Cox Radio to purchase the stations. Rather, upon receiving notice from the sellers, if Cox Radio elects to not purchase the stations at that time, it must pay $5 million to the sellers. If Cox Radio elects to acquire the stations at any time during the term of the agreement, the initial $2 million payment and any amounts previously paid by Cox Radio will be applied to the purchase price of the stations. During July 2006, the sellers exercised their first put right, and Cox Radio paid the $5 million put refusal payment. Based on the facts and circumstances, Cox Radio determined that the sellers’ exercise of their second put right, which is exercisable in July 2007, was probable and therefore accrued the $5 million second put refusal payment at June 30, 2006.

Cox Radio has an effective shelf registration statement under which Cox Radio may from time to time offer and issue debentures, notes, bonds and other indebtedness and forward contracts in respect of any such indebtedness, shares of preferred stock, shares of Class A common stock, warrants, stock purchase contracts, stock purchase units and stock purchase rights, and two financing trusts sponsored by Cox Radio may also offer and issue preferred securities of the trusts for an original maximum aggregate offering amount of up to $300 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.

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

Each of Cox Radio’s radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term of eight years prior to renewal. Cox Radio’s FCC broadcast licenses expire at various times from 2011 to 2014. Although Cox Radio may apply to renew its FCC broadcast licenses, third parties may challenge Cox Radio’s renewal applications. Cox Radio is not aware of any facts or circumstances that would prevent it from having its current licenses renewed. Since becoming a public company in 1996, the FCC has not denied any of Cox Radio’s license renewal applications.

Cox Radio leases land, office facilities and various items of equipment. Rental expense under operating leases amounted to $10.0 million in 2006 and $10.4 million in 2005 and 2004.

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Cox Radio also has various commitments under the following types of contracts: non-cancelable operating leases; long-term debt; interest payments on long-term debt; and other purchase commitments, including contracts for sports programming and on-air personalities. The aggregate minimum annual commitments associated with these contracts as of December 31, 2006 were as follows:

	Payments Due by Period
	Total		2007		2008 and 2009		2010 and 2011		After 2011
	(Amounts in thousands)
Operating leases	$	40,410	$	6,774	$	11,109	$	8,356	$	14,171
Capital leases		300		114		146		40		—
Long-term debt (1)		380,000		—		—		380,000		—
Interest on long-term debt (2)		67,031		22,991		36,619		7,421		—
Purchase commitments		90,493		48,029		35,325		5,674		1,465
Total	$	578,234	$	77,908	$	83,199	$	401,491	$	15,636

(1) Consists of $380 million outstanding at December 31, 2006 under the credit facility and assumes this facility will be repaid and not refinanced at or prior to expiration in 2011.

(2) These amounts represent estimated future cash interest payments related to the credit facility based on the variable rate specified under its credit agreement, including the impact of our interest rate swap agreement. Future interest payments could differ materially from amounts indicated in the table due to future operational and financing needs, market factors and other currently unanticipated events.

10. Derivative Instruments and Hedging Activities

Cox Radio is exposed to fluctuations in interest rates. Cox Radio actively monitors these fluctuations and uses derivative instruments from time to time to manage such risk. In accordance with its risk management strategy, Cox Radio uses derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction or probable forecasted transaction that is identified by management. Cox Radio’s use of derivative instruments may result in short-term gains or losses and may increase volatility in its earnings.

At December 31, 2006, Cox Radio had a single interest rate swap agreement with a $25 million notional principal amount, an annual fixed rate of 6.4% and a September 30, 2007 maturity date outstanding. This agreement is used to manage Cox Radio’s exposure to the variability of future cash flows related to certain of its floating rate interest obligations that may result due to changes in interest rates. The counterparty to this interest rate swap agreement is a major financial institution. Cox Radio is exposed to credit loss in the event of nonperformance by this counterparty. However, Cox Radio does not anticipate nonperformance by this counterparty. The estimated fair value of the swap agreement, based on current market rates, approximated a net payable of $0.2 million and $0.7 million at December 31, 2006 and 2005, respectively. The fair value of the swap agreement at December 31, 2006 is included in other current liabilities according to the maturity date of the swap.

Under SFAS No. 133, as amended, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of SFAS No. 133,” SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” the accounting for changes in the fair values of derivative instruments at each new measurement date is dependent upon their intended use. The effective portion of changes in the fair values of derivative instruments designated as hedges of forecasted transactions, referred to as cash flow hedges, are deferred and recorded as a component of accumulated other comprehensive income until the hedged forecasted transactions occur and are recognized in earnings. The ineffective portion of changes in the fair values of derivative instruments designated as cash flow hedges are immediately reclassified to earnings. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest expense. Cox Radio’s interest rate swap agreement qualifies as a cash flow hedge.

During the year ended December 31, 2006, changes in fair value of the interest rate swap agreement resulted in a $0.4 million credit to interest expense, before related tax effects, due to the ineffectiveness of this cash flow hedge. For the years ended December 31, 2005 and 2004, there was no ineffective portion related to the changes in fair values of the interest rate swap agreements. There were no amounts excluded from the measure of effectiveness for any of the periods. The balance of $0.4 million recorded in accumulated other comprehensive income at December 31, 2006 is expected to be reclassified into future earnings, contemporaneously with and offsetting changes in interest expense on certain of Cox Radio’s floating rate interest obligations. The estimated amount to be reclassified into future earnings as interest expense over the nine months ending September 30, 2007 is less than $0.1 million, before related income tax effects. The actual amount that will be reclassified to future earnings over the next nine months, until maturity, may vary from this amount as a result of changes in market conditions related to interest rates.

11. Retirement Plans

Eligible Cox Radio 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 or affiliated companies and compensation rates during those years. Cox Enterprises uses a measurement date of December 31 for its pension and postretirement benefit plans.

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Weighted-Average Assumptions

The following table sets forth the weighted-average assumptions used to determine benefit obligations:

	December 31, 2006				December 31, 2005
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
Discount rate	6.00	%	6.00	%	5.75	%	5.75	%
Rate of compensation increase	5.30	%	5.30	%	4.00	%	4.00	%

The following table sets forth the weighted-average assumptions used to determine net periodic benefit cost:

	Year ended December 31,
	2006				2005				2004
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
Discount rate	5.75	%	5.75	%	6.00	%	5.75	%	6.25	%	6.25	%
Rate of compensation increase	5.30	%	5.30	%	4.25	%	4.00	%	4.00	%	N/A
Expected long-term return on plan assets	9.00	%	9.00	%	9.00	%	9.00	%	9.00	%	9.00	%

Cox Enterprises Pension Plan

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

	December 31, 2006				December 31, 2005
	Funded Plans		Unfunded Plans		Funded Plans		Unfunded Plans
	(Amounts in thousands)
Actuarial present value of benefit obligations:
Vested benefits	$	35,062	$	7,179	$	33,453	$	6,344
Nonvested benefits		1,158		363		1,036		416
Accumulated benefit obligations	$	36,220	$	7,542	$	34,489	$	6,760
Projected benefit obligations	$	39,725	$	10,274	$	37,910	$	10,613

Pension expense allocated to Cox Radio related to the plans was $1.1 million, $1.2 million and $1.1 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Prior to January 1, 2007, only retirees and employees of Cox Radio who were employed on or before December 31, 1996 were eligible to participate in the defined benefit pension plan. In December 2006, the Cox Radio Board of Directors approved expanded participation in the plan so that, effective January 1, 2007, all remaining eligible employees will participate in both the pension plan and post-retirement health care plan on a prospective basis.

Cox Enterprises Postretirement Benefits

Cox Enterprises provides certain health care and life insurance benefits to substantially all retirees of Cox Enterprises and certain of its subsidiaries, including Cox Radio. Cox Radio’s actuarial present value of accumulated postretirement benefit obligations at December 31, 2006 and 2005 was $5.2 million and $5.5 million, respectively.

The funded status of the portion of the plan providing postretirement benefits covering the employees of Cox Radio is not determinable. The actuarial present value of postretirement benefit obligations for the postretirement benefits plan of Cox Enterprises exceeded the fair value of assets held in the plan at December 31, 2006 and 2005.

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For the postretirement welfare plan, the assumed health care cost trend rate for retirees is 9.0% (10.0% in 2005). This rate is assumed to decrease gradually to 5.0% by year 2011 and remain level thereafter. 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 2.0% and an increase in the aggregate of the service cost and interest cost components of the net periodic postretirement benefit cost of approximately 1.0% for 2006. Decreasing the assumed health care cost trend rate by one percentage point would have resulted in a decrease in the Cox Enterprises plan’s actuarial present value of benefit obligations of approximately 1.8% and a decrease in the aggregate of the service cost and interest cost components of the net periodic postretirement benefit cost of approximately 0.9% for 2006.

Prior to January 1, 2007, only retirees and employees of Cox Radio who were employed on or before December 31, 1996 were eligible to participate in the post-retirement healthcare plan. In December 2006, the Cox Radio Board of Directors approved expanded participation in the plan so that, effective January 1, 2007, all remaining eligible employees will participate in both the pension plan and post-retirement health care plan on a prospective basis.

Cox Enterprises Savings and Investment Plan

In addition, substantially all of Cox Radio’s employees are eligible to participate in the savings and investment plan of Cox Enterprises. Cox Radio offers a $0.50 match on each dollar of employee contributions up to 6%, for a maximum match of 3% of eligible wages. Cox Radio’s expense under the plan was $2.4 million, $2.3 million and $2.1 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Other Retirement Plans

Certain Cox Radio employees, whose savings and investment plan contributions are at the IRS maximum or are restricted in order to pass the IRS nondiscrimination test, were eligible to participate in Cox Enterprises’ non-qualified savings restoration plan through December 31, 2004. Under the terms of this plan, Cox Radio matched a discretionary contribution amount no greater than 50% of employee contributions to both the savings and investment and restoration plans up to a specified maximum percentage of the employee’s eligible compensation. Effective January 1, 2005, Cox Radio established a separate non-qualified savings restoration plan covering the Cox Radio employees who previously participated in the Cox Enterprises plan. The provisions of the Cox Radio non-qualified savings restoration plan are substantially similar to the features of the Cox Enterprises plan. Cox Radio’s expense under the non-qualified savings restoration plan was not material to the financial statements for any period presented.

12. Stock-Based Compensation Plans

During the year ended December 31, 2006, Cox Radio had three stock-based employee compensation plans, the LTIP and two ESPPs. The 2004 ESPP terminated during the first quarter of 2006 and shares were issued under this plan effective March 31, 2006. In July 2006, payroll deductions began for employees participating in the new 2006 ESPP. As discussed in Note 2, prior to January 1, 2006, Cox Radio would have accounted for these plans under the recognition and measurement provisions of APB 25 and related interpretations. Effective January 1, 2006, Cox Radio adopted the fair value recognition provisions of SFAS No. 123R using the modified-prospective transition method. The compensation cost charged against income for those plans was $0.4 million and $1.6 million for the three-months and year ended December 31, 2006, respectively, and $0.1 million and $0.4 million for the three-months and year ended December 31, 2005, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $0.1 million and $0.5 million for the three-months and year ended December 31, 2006, respectively, and $0.1 million and $0.2 million for the three-months and year ended December 31, 2005, respectively. Total cash received from options exercised during the years ended December 31, 2006 and 2005 was $3.4 million and $0.1 million, respectively. Specific information regarding each plan is presented below.

Cox Radio Employee Stock Purchase Plans

During 2006, Cox Radio adopted the 2006 ESPP under which Cox Radio is authorized to issue purchase rights totaling 500,000 shares of Class A common stock. The 2006 ESPP has four alternate entry dates: July 1, 2006, January 1, 2007, July 1, 2007 and January 1, 2008. Employees are eligible to participate in the 2006 ESPP as of the first entry date on which they are employed and regularly scheduled to work at least 20 hours per week. Under the terms of the 2006 ESPP, the purchase price is the lesser of 85% of the fair market value of the Class A common stock on the grant date (the initial purchase price) or 90% of the fair market value of the Class A common stock on June 30, 2008, the end of the 2006 ESPP. The initial purchase price was set at $10.97 and $13.69 for the first and second entry dates, respectively. Purchase rights totaling 159,201 shares and 5,888 shares of Class A common stock were issued under the 2006 ESPP with respect to the first and second entry dates, respectively. Employees are allowed to purchase the shares via payroll deduction through June 30, 2008, at which time shares will be issued to the remaining 2006 ESPP participants. During 2006, 170 shares were issued under the 2006 ESPP due to cancellation of employees’ participation or termination of employment.

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During 2004, Cox Radio adopted the 2004 ESPP under which Cox Radio was authorized to issue purchase rights totaling 600,000 shares of Class A common stock. The 2004 ESPP had four alternate entry dates: April 1, 2004, October 1, 2004, April 1, 2005, and October 1, 2005. Employees were eligible to participate in the 2004 ESPP as of the first entry date on which they were employed and were regularly scheduled to work at least 20 hours per week. Under the terms of the 2004 ESPP, the purchase price is the lesser of 85% of the fair market value of the Class A common stock on the grant date (the initial purchase price) or 90% of the fair market value of the Class A common stock on March 31, 2006, the end of the 2004 ESPP. The initial purchase price was set at $20.85, $14.83, $13.55 and $13.59 for the first, second, third, and fourth entry dates, respectively. Purchase rights totaling 148,783 shares, 8,311 shares, 4,747 shares and 1,280 shares of Class A common stock were issued under the 2004 ESPP with respect to the first, second, third, and fourth entry dates, respectively. Employees were allowed to purchase the shares via payroll deduction through March 31, 2006, at which time 153,124 shares were issued to the remaining 2004 ESPP participants. During 2006, 2005 and 2004, 187, 497 and 200 shares, respectively, were issued under the 2004 ESPP due to cancellation of employees’ participation or termination of employment.

The fair value of the employees’ purchase rights granted under the 2006 ESPP and the 2004 ESPP was determined using the Black-Scholes model with the following assumptions as of the enrollment dates listed below:

	November 1, 2006			May 1, 2006
Risk-free interest rate		4.85	%		5.16	%
Expected life		1.5 years			2.0 years
Expected stock price volatility		24.00	%		22.50	%
Expected dividend yield		n/a			n/a
Fair value at enrollment date	$	4.52		$	4.22

	August 1, 2005			February 1, 2005			August 1, 2004			January 15, 2004
Risk-free interest rate		3.77	%		3.35	%		2.20	%		1.61	%
Expected life		0.5 years			1.0 years			1.5 years			2.0 years
Expected stock price volatility		22.47	%		25.59	%		32.90	%		33.15	%
Expected dividend yield		n/a			n/a			n/a			n/a
Fair value at enrollment date	$	2.49		$	4.36		$	3.79		$	5.93

Cox Radio Amended and Restated Long-Term Incentive Plan

Pursuant to 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-based restricted stock awards, performance shares and awards consisting of combinations of such incentives. Cox Radio has reserved 13,200,000 shares of Class A common stock for issuance under the LTIP.

Subject to the maximum shares reserved under the LTIP, no individual may receive a stock option covering more than 500,000 shares of Class A common stock in any year nor be granted more than 250,000 shares of Class A common stock, in any combination of performance awards, restricted stock or other stock-based awards that are subject to performance criteria in any year. The maximum payout for any individual for a performance award paid in cash is 300% of his or her base salary as of the beginning of the year of the performance award payment.

Awards of performance-based restricted stock are dependent upon the achievement of pre-established performance criteria. Once granted, performance-based restricted stock awards normally become 100% vested five years after the date of grant. As long as the recipient is employed by Cox Radio or its affiliates, 60% of the shares obtained through performance-based restricted stock awards will remain restricted from resale or transfer.

Options granted under the LTIP normally 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. On October 31, 2005, the Compensation Committee of the Board of Directors approved the acceleration of the vesting of all of Cox Radio’s unvested “out of the money” stock options granted under its LTIP from January 2001 through October 31, 2005. However, the Compensation Committee left the exercise date and all other terms of the awards unchanged. The purpose of accelerating the vesting of these options was to allow Cox Radio to avoid recognition of compensation expense associated with these options in future periods as the exercise prices exceeded the market value of the underlying stock on October 31, 2005.

The fair value of stock options granted during 2005 and 2004 (there were no options granted during 2006) was estimated on the date of grant using the Black-Scholes model with the following assumptions:

	Grant Date
	2005			2004
Risk-free interest rate		4.33	%		3.15	%
Expected life		6 years			6 years
Expected stock price volatility		25.58	%		33.15	%
Expected dividend yield		n/a			n/a
Fair value at grant date	$	5.92		$	8.10

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Expected volatility noted above is based on the closing monthly stock prices for the most recent 36 months prior to grant. Cox Radio uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant with maturity corresponding to the expected term of option.

A summary of the status of Cox Radio’s stock options granted under the LTIP as of December 31, 2006 and changes during the year is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at beginning of year	7,263,875		$	21.18
Granted	—			—
Exercised	(315,948	)		8.47
Forfeited	(421,003	)		21.31
Outstanding at end of year	6,526,924		$	21.78	5.8 years	$	591,884
Options exercisable at year-end	3,591,792		$	23.34	4.6 years	$	591,884

The weighted-average grant date fair value of options granted during 2005 and 2004 was $5.92 and $8.10, respectively. There were no options granted during 2006. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004, was $2.1 million, less than $0.1 million and $0.5 million, respectively.

A summary of the status of Cox Radio’s restricted stock granted under the LTIP as of December 31, 2006, and changes during the year then ended is presented below:

	Shares		Weighted Average Grant-Date Fair Value
Restricted shares at beginning of year	205,556		$	19.79
Granted	279,511			13.17
Vested	(7,872	)		21.92
Forfeited	(19,728	)		16.87
Restricted shares at end of year	457,467		$	15.83

As of December 31, 2006, there was $3.3 million of total unrecognized compensation cost related to restricted stock compensation arrangements. This cost is expected to be recognized over a weighted-average period of 3.5 years, as the awards vest. The total fair value of shares vested during the year ended December 31, 2006 was $0.1 million. The total fair value of shares vested during each of the years ended December 31, 2005 and 2004 was less than $0.1 million.

13. Transactions with Affiliated Companies

Cox Radio receives certain management services from, and has entered into certain transactions with, Cox Enterprises. Costs of the management services that are allocated to Cox Radio are based on actual direct costs incurred or on Cox Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Cox Enterprises. Cox Radio believes that these allocations were made on a reasonable basis and that receiving these management services from Cox Enterprises creates cost efficiencies, however, there has been no study or any attempt to obtain quotes from third parties to determine what the cost of obtaining such management services from third parties would have been. The management services and transactions described below have been reviewed by Cox Radio’s Audit Committee, which has determined that such management services and transactions are fair and in the best interest of Cox Radio.

Cox Radio receives day-to-day cash management services from Cox Enterprises, with settlements of outstanding balances between Cox Radio and Cox Enterprises occurring periodically at market interest rates. As a part of these services, Cox Enterprises transfers funds to cover Cox Radio’s checks presented for payment and Cox Radio records a book overdraft, which is classified as accounts payable in the accompanying balance sheets. Book overdrafts of $4.1 million and $5.4 million existed at December 31, 2006 and 2005,

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respectively, as a result of Cox Radio’s checks outstanding. The amounts due to or from Cox Enterprises are generally due on demand and represent the net balance of the intercompany transactions. Amounts due to and from Cox Enterprises accrue interest at Cox Enterprises’ current commercial paper borrowing rate or a LIBOR based rate (5.6% and 4.7% at December 31, 2006 and 2005, respectively), dependent upon Cox Radio’s credit rating. Cox Enterprises owed Cox Radio approximately $2.0 million at December 31, 2006 and Cox Radio owed Cox Enterprises approximately $9.9 million at December 31, 2005.

Cox Radio receives certain management services from Cox Enterprises and its wholly-owned subsidiary, Cox Broadcasting, including management and financial advisory services, legal, corporate secretarial, tax, internal audit, risk management, purchasing and materials management, employee benefit (including pension plan) administration, fleet, engineering and other support services. Expenses allocated for these services are included in corporate general and administrative expenses in the Consolidated Statements of Income. Cox Radio was allocated expenses for the years ended December 31, 2006, 2005 and 2004 of approximately $3.2 million, $3.3 million and $3.4 million, respectively, related to these services.

In connection with these management services, Cox Radio reimburses Cox Enterprises for payments made to third-party vendors for certain goods and services provided to Cox Radio under arrangements made by Cox Enterprises on behalf of Cox Enterprises and its affiliates, including Cox Radio. Cox Radio believes such arrangements result in Cox Radio receiving such goods and services at more attractive pricing than Cox Radio would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Cox Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox Radio. Rather than self-insuring these risks, Cox Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company indirectly owned by descendants of Governor James M. Cox, the founder of Cox Enterprises, including James C. Kennedy, Chairman of Cox Radio’s Board of Directors, and his sister, who each own 25%. This insurance company is an insurer and re-insurer on various insurance policies purchased by Cox Enterprises, and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on Cox Radio’s loss experience, consistent with insurance industry practice. Cox Radio’s portion of these insurance costs was approximately $0.7 million, $0.6 million and $0.5 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Cox Radio’s employees participate in certain Cox Enterprises employee benefit plans, and Cox Radio made payments to Cox Enterprises in 2006 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $10.5 million, retiree medical payments of approximately $0.1 million, postemployment benefits of approximately $0.7 million and executive pension plan payments of approximately $1.1 million. Costs incurred for these items in 2005 and 2004 were self-insured employee medical insurance costs of approximately $9.3 million and $9.0 million, respectively; retiree medical payments of approximately $0.1 million and $0.1 million, respectively; postemployment benefits of approximately $0.7 million and $0.6 million, respectively; and executive pension plan payments of approximately $1.2 million and $1.1 million, respectively.

Cox Radio’s headquarters building is leased by Cox Enterprises from a partnership that in turn is indirectly owned by descendents of Governor James M. Cox, the founder of Cox Enterprises, with an indirect 36% interest held in the aggregate by the children of James C. Kennedy, Chairman of Cox Radio’s Board of Directors, and an indirect less than 3% interest held in the aggregate by Mr. Kennedy, his mother and his sister. Cox Radio pays rent and certain other occupancy costs to Cox Enterprises for space in Cox Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space. Related rent and occupancy expense was approximately $0.8 million, $0.7 million and $0.6 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Cox Radio has entered into lease agreements with Cox Broadcasting with respect to studio and tower site properties in Atlanta, Georgia, Dayton, Ohio and Orlando, Florida that are used for Cox Radio’s radio operations in those markets. The annual rental cost in the aggregate was approximately $0.7 million, $0.7 million and $0.6 million for the years ended December 31, 2006, 2005 and 2004, respectively.

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

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

	(Amounts in thousands)
Due from Cox Enterprises, December 31, 2003	$	6,284
Cash transferred to Cox Enterprises		419,590
Acquisitions		(681	)
Payments on revolver		(60,000	)
Net operating expense allocations and reimbursements		(358,620	)
Due from Cox Enterprises, December 31, 2004		6,573
Cash transferred to Cox Enterprises		440,431
Acquisitions		(4,000	)
Borrowings on revolver		30,000
Repayment of 6.375% notes		(100,000	)
Repurchase of Class A common stock		(39,620	)
Net operating expense allocations and reimbursements		(343,282	)
Due to Cox Enterprises, December 31, 2005		(9,898	)
Cash transferred to Cox Enterprises		433,612
Acquisitions		(7,688	)
Borrowings on revolver		225,000
Repayment of 6.625% notes		(250,000	)
Repurchase of Class A common stock		(45,227	)
Net operating expense allocations and reimbursements		(343,819	)
Due from Cox Enterprises, December 31, 2006	$	1,980

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Cox Search, Inc., a wholly-owned subsidiary of Cox Enterprises, from time to time purchases radio advertising from Cox Radio’s Atlanta radio stations at regular commercial rates. For the years ended December 31, 2006 and 2005, the amount purchased was $0.6 million and $0.3 million, respectively.

14. Supplemental Cash Flow Information

	2006		2005		2004
	(Amounts in thousands)
Additional cash flow information:
Cash paid for interest	$	31,132	$	28,087	$	30,055
Cash paid for income taxes		24,517		29,942		51,463

15. Unaudited Quarterly Financial Information

The following table sets forth selected quarterly financial information for Cox Radio. This information is derived from Cox Radio’s unaudited financial statements included in its Form 10-Q filings and includes, in Cox Radio’s opinion, only normal and recurring adjustments that it 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 that year or any future period.

	1st Quarter			2nd Quarter		3rd Quarter		4th Quarter
	(Amounts in thousands, except per share data)
2006 Net revenues	$	97,606		$	117,151	$	112,663	$	113,048
Cost of services (exclusive of depreciation and amortization shown below)		21,016			20,956		22,011		22,457
Selling, general and administrative		39,320			47,623		41,925		42,498
Corporate general and administrative expenses		5,140			5,495		5,079		4,155
Depreciation and amortization		2,642			2,666		2,716		3,171
Impairment of intangible assets (1)		—			—		—		176,333
Other operating expenses, net		79			271		18		426
Operating income (loss)	$	29,409		$	40,140	$	40,914	$	(135,992	)
Net income (loss)		13,983			25,668		23,951		(88,049	)
Net income (loss) per common share – basic	$	0.14		$	0.27	$	0.25	$	(0.93	)
Net income (loss) per common share – diluted		0.14			0.27		0.25		(0.93	)
2005 Net revenues	$	98,569		$	117,253	$	113,235	$	108,873
Cost of services (exclusive of depreciation and amortization shown below)		22,341			20,546		21,331		22,034
Selling, general and administrative		39,292			46,648		41,415		42,462
Corporate general and administrative expenses		4,707			5,043		5,124		4,565
Depreciation and amortization		2,848			2,853		2,811		2,733
Impairment of intangible assets (2)		—			—		—		14,351
Other operating expenses, net		(140	)		14		56		57
Operating income	$	29,521		$	42,149	$	42,498	$	22,671
Net income		13,765			20,594		21,457		5,457
Net income per common share – basic	$	0.14		$	0.20	$	0.21	$	0.06
Net income per common share – diluted		0.14			0.20		0.21		0.05

(1) A charge of $176.3 million ($109.2 million after-tax or $1.15 per diluted share) related to write-down of impaired intangible assets.

(2) A charge of $14.4 million ($13.4 million after-tax or $0.14 per diluted share) related to write-down of impaired goodwill.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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ITEM 9A. Controls and Procedures

Evaluation of Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of Cox Radio (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of December 31, 2006, the end of the fiscal quarter to which this report relates, that Cox Radio’s disclosure controls and procedures: are effective to ensure that information required to be disclosed by Cox Radio in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and include controls and procedures designed to ensure that information required to be disclosed by Cox Radio in such reports is accumulated and communicated to Cox Radio’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Cox Radio’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching Cox Radio’s desired disclosure objectives and are effective in reaching that level of reasonable assurance.

Changes in Internal Controls

There were no changes in Cox Radio’s internal control over financial reporting during the period covered by this report that materially affected, or were reasonably likely to materially affect, Cox Radio’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting and the attestation report of Cox Radio’s independent auditors are included in Cox Radio’s financial statements under the captions entitled “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by this reference.

ITEM 9B. Other Information

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 2007 Annual Meeting of Shareholders.

Cox Radio’s Class A common stock is listed on the New York Stock Exchange (NYSE). The NYSE requires the Chief Executive Officer of each listed company to certify to the NYSE annually, after the company’s annual meeting of stockholders, that his or her company is in compliance with the NYSE’s corporate governance listing standards. In accordance with the NYSE’s procedures, on May 4, 2006, Robert F. Neil, Cox Radio’s President and Chief Executive Officer, certified to the NYSE that he was unaware of any violation of the NYSE’s corporate governance listing standards. Additionally, as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2006, Cox Radio has filed the certifications of its Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of Cox Radio’s public disclosure.

ITEM 11. Executive Compensation

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2007 Annual Meeting of Shareholders.

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 2007 Annual Meeting of Shareholders.

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 2007 Annual Meeting of Shareholders.

55

ITEM 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2007 Annual Meeting of Shareholders.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

(a) Documents incorporated by reference or filed with this report:

(1) Audited Consolidated Balance Sheets as of December 31, 2006 and 2005 and Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2006 (filed under Item 8 of this Report); and

(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 incorporated by reference or filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number		Description
(1) 3.1	—	Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
(2) 3.2	—	Certificate of Amendment of Certificate of Incorporation of Cox Radio, Inc.
(3) 3.3	—	Amended and Restated Bylaws of Cox Radio, Inc.
(4) 4.1	—	Indenture dated as of May 26, 1998 by and among Cox Radio, Inc. The Bank of New York, WSB, Inc. and WHIO, Inc.
(5) 4.2	—	First Supplemental Indenture dated as of February 1, 1999 by and among The Bank of New York, Cox Radio, Inc. and CXR Holdings, Inc.
(6) 4.3	—	Agreement of Resignation, Appointment and Acceptance, effective March 1, 2005, by and among Cox Radio, Inc., The Bank of New York and the Bank of New York Trust Company, N.A.
(7) 4.4	—	Form of Specimen Class A common stock certificate.
(8) 10.1	—	Credit Agreement dated as of July 26, 2006 among Cox Radio, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Lehman Commercial Paper Inc. and Citibank, N.A., as Syndication Agents, Wachovia Capital Markets, LLC and Bank of Tokyo-Mitsubishi UFJ Trust Company as Documentation Agents and JP Morgan Securities, Inc., Lehman Brothers Inc. and Citigroup Global Markets, Inc. as Joint Lead Arrangers and Joint Bookrunners.
(9) 10.2	—	Revolving Promissory Notes, dated December 4, 2003.
(10) 10.3	—	Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensation plan).
(11) 10.4	—	Forms of Award Agreements under Amended and Restated Long-Term Incentive Plan (management contract or compensation plan).
(12) 10.6	—	Cox Radio, Inc. Restricted Stock Plan for Non-Employee Directors (management contract or compensation plan).
(13) 10.7	—	Form of Notice of Grant under Restricted Stock Plan for Non-Employee Directors (management contract or compensation plan).
(14) 10.8	—	Cox Radio, Inc. Savings Plus Restoration Plan (management contract or compensation plan).
(15)10.9	—	Consulting Agreement dated as of November 7, 2006 between Cox Radio, Inc. and Richard A. Ferguson (management contract or compensation plan).
10.10	—	Cox Executive Supplemental Plan, as amended (management contract or compensation plan).
10.11	—	Cox Enterprises, Inc. Executive Savings Plus Restoration Plan, as amended (management contract or compensation plan).
13.1	—	Portions of the 2006 Annual Report to Shareholders (expressly incorporated by reference in Part II, Item 5 of this report).

56

21.1	—	Subsidiaries of Cox Radio, Inc.
23.1	—	Consent of Deloitte & Touche LLP.
24.1	—	Power of Attorney set forth on the signature page of this report.
31.1	—	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2	—	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1	—	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.

(1) Incorporated by reference to Exhibit 3.1 of Cox Radio’s Registration Statement on Form S-1 (File No. 333-08737).

(2) Incorporated by reference to Exhibit 3.2 of Cox Radio’s Form 8-A/A filed on February 15, 2002.

(3) Incorporated by reference to Exhibit 3.2 of Cox Radio’s Registration Statement on Form S-1 (File No. 333-08737).

(4) Incorporated by reference to Exhibit 4.4 of Cox Radio’s Report on Form 10-Q for the period ended June 30, 1998 (global notes representing Cox Radio’s senior unsecured non-convertible debt have not been filed or incorporated by reference in accordance with Item 601(b)(4)(iii) of Regulation S-K, and Cox Radio agrees to furnish copies of such instruments to the Securities and Exchange Commission upon request).

(5) Incorporated by reference to Exhibit 4.2 of Cox Radio’s Report on Form 10-Q for the period ended March 31, 1999.

(6) Incorporated by reference to Exhibit 4.3 of Cox Radio’s Registration Statement on Form S-3 (SEC File No. 333-124114).

(7) Incorporated by reference to Exhibit 4.1 of Cox Radio’s Report on Form 8-A/A dated February 15, 2002.

(8) Incorporated by reference to Exhibit 10.1 of Cox Radio’s Current Report on Form 8-K dated July 26, 2006 and filed July 31, 2006.

(9) Incorporated by reference to Exhibit 10.8 of Cox Radio’s Report on Form 10-K for the year ended December 31, 2003.

(10) Incorporated by reference to Exhibit 10.2 of Cox Radio’s Report on Form 10-Q for the period ended March 31, 2005.

(11) Incorporated by reference to Exhibit 10.3 of Cox Radio’s Report on Form 10-Q for the period ended March 31, 2005.

(12) Incorporated by reference to Exhibit 10.11 of Cox Radio’s Registration Statement on Form S-1 (File No. 333-08737).

(13) Incorporated by reference to Exhibit 10.6 of Cox Radio’s Report on Form 10-K for the year ended December 31, 2004.

(14) Incorporated by reference to Exhibit 10.1 of Cox Radio’s Current Report on Form 8-K dated December 7, 2004 and filed January 28, 2005.

(15) Incorporated by reference to Exhibit 10.2 of Cox Radio’s Report on Form 10-Q for the period ended September 30, 2006.

57

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 13, 2007

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.

Signature	Title	Date
	Chairman of the Board of Directors
James C. Kennedy
/s/ ROBERT F. NEIL	President and Chief Executive Officer;	March 13, 2007
Robert F. Neil	Director (principal executive officer)
/s/ NEIL O. JOHNSTON	Vice-President and Chief Financial Officer	March 13, 2007
Neil O. Johnston	(principal accounting officer and principal financial officer)
/s/ JUANITA P. BARANCO	Director	March 13, 2007
Juanita P. Baranco
	Director
G. Dennis Berry
/s/ JIMMY W. HAYES	Director	March 13, 2007
Jimmy W. Hayes
	Director
Paul M. Hughes
/s/ MARC W. MORGAN	Director	March 13, 2007
Marc W. Morgan
/s/ NICHOLAS D. TRIGONY	Director	March 13, 2007
Nicholas D. Trigony

58

SCHEDULE II

COX RADIO, INC.

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

For the Fiscal Years Ended December 31	Balance As of Beginning of Period		Assumed in Business Combination		Charges to Costs and Expenses		Deductions		Balance As of End of Period
(Amounts in thousands)
2006	$	3,190	$	—	$	913	$	1,119	$	2,984
2005		3,843		—		1,000		1,653		3,190
2004		4,229		—		2,869		3,255		3,843

EX-10.10

Exhibit 10.10

COX EXECUTIVE SUPPLEMENTAL PLAN

Cox Enterprises, Inc. (the “Company”) hereby adopts the Cox Executive Supplemental Plan (the “Plan”). The primary purpose of the Plan is to provide supplemental pension benefits for a select group of the Company’s management employees and their dependents.

ARTICLE 1

Definitions

For the purpose of this Plan, unless the context requires otherwise, the following words and phrases shall have the meanings indicated below:

1.1 Accrued Retirement Benefit - means as to each Participant a monthly benefit which is equal to the Participant’s Normal Retirement Benefit computed as of any date in accordance with Section 2.1.

1.2 Applicable Percentage - means the percentage amount shown under the following schedule which corresponds to the Participant’s completed years of Benefit Service on the date his or her status as an Employee terminates by reason of his or her death, as appropriate:

Years of Benefit Service	Applicable Percentage
0 but less than 10	25	%
10 but less than 15	30	%
15 but less than 20	35	%
20 but less than 25	40	%
25 but less than 30	45	%
30 or more	50	%

1.3 Average Compensation - means as to each Participant his or her Final Average Compensation, as defined in Section 2.19 of the Cox Enterprises, Inc. Pension Plan, divided by twelve; provided, that compensation paid to a Participant listed on Exhibit A beyond his or her Normal Retirement Date shall be included for the purpose of determining such a Participant’s Final Average Compensation.

1.4 Beneficiary - means (a) the person or persons, natural or otherwise, so designated in writing by the Participant in a form provided for this purpose (and, in the event that more than one person is so designated, benefits shall be allocated equally among such persons unless another allocation method acceptable to the Committee is specified in such designation) or (b) the Participant’s estate in the event no such designation is made, no person so designated survives the Participant or no person so designated survives until the death benefit, if any, payable on behalf of the Participant under Article 5 of the Plan has been paid in full.

1.5 Benefit Service - means as to each Participant his or her number of Years of Benefit Service, as credited in accordance with the terms of the Cox Enterprises, Inc. Pension Plan.

1.6 Board - means the Board of Directors of the Company.

1.7 Code - means the Internal Revenue Code of 1986, as amended, or any successor statute.

1.8 Committee - means the Executive Benefits Committee as described in Article 11.

1.9 Disability Benefit Date - means the first day of the first month which coincides with, or immediately follows, the date fixed by the Committee acting in its sole discretion as the date which, in retrospect, a Participant first became a Disabled Participant.

1.10 Disabled Participant - means a Participant who is so designated by the Committee on the basis of its determination that he or she is physically or mentally unable to continue to fulfill his or her duties as an active and full-time Employee at his or her assigned level of responsibility or competence, and thereafter that he or she remains unable to resume such duties or their equivalent. The Committee’s determination shall be based upon an examination of all the facts and circumstances which in its discretion it deems to be relevant (including a report from one or more licensed physicians or psychiatrists selected by the Committee) and the Committee’s

determination shall be final. The Committee shall review a Participant’s designation as a Disabled Participant on or before each anniversary of his or her Disability Benefit Date by examining such information and facts as the Committee in its discretion may request from the Disabled Participant. The Committee may terminate a Participant’s designation as a Disabled Participant at any time based upon an examination of all the facts and circumstances which, in its discretion, it deems to be relevant (including a report from one or more licensed physicians or psychiatrists selected by the Committee) and the Committee’s determination shall be final.

1.11 Early Retirement Date - means the first day of the first month which coincides with, or immediately follows, the date on which a Participant’s employment is terminated for any reason, whether voluntarily or otherwise, (i) before his or her Normal Retirement Date and (ii) on or after the date the Participant (a) reaches age fifty-five (55) and (b) completes ten (10) or more years of Vesting Service.

1.12 Employee - means an individual who is an employee of the Company or of a Participant Company (i) who has the highest level of operational, policy or professional responsibilities, or who has served in an exceptionally meritorious fashion, (ii) who is so designated by Board resolution and (iii) whose status as such has not terminated, which status shall terminate in any period of employment on the earlier of (1) the date set by the Board acting in its absolute discretion, (2) the date his or her employment terminates for any reason whatsoever or (3) his or her Disability Benefit Date.

1.13 ERISA - means Public Law 93-406, the Employee Retirement Income Security Act of 1974, as amended.

1.14 Normal Retirement Date - means the first day of the first month which coincides with, or immediately follows, the date on which a Participant reaches age sixty-five (65).

1.15 Participant - means, an Employee or a former Employee who is receiving, or is eligible to receive, any benefit under this Plan.

1.16 Participating Company - means any corporation that is a member of the controlled group of corporations, as defined for purposes of Section 1563(a)(1) of the Code, the common parent of which is the Company, which is so designated through the execution of a Joinder Agreement as described in Article 12.

1.17 Plan Administrator - means the Company.

1.18 Plan Year - means the calendar year.

1.19 Retirement Date - means the first day of the first month which coincides with, or immediately follows, the date on which a Participant’s active and full-time employment is terminated on or after his or her Normal Retirement Date.

1.20 Spouse - means the individual who as of any day is a Participant’s lawful spouse and is not legally separated from such Participant under a final decree of divorce or separate maintenance.

1.21 Vested Date - means the date on which an Employee has completed ten (10) years of Vesting Service.

1.22 Vesting Service - means as to each Participant his or her number of Years of Vesting Service, as credited in accordance with the terms of the Cox Enterprises, Inc. Pension Plan.

ARTICLE 2

Retirement

2.1 Normal Retirement Benefit. A Participant on his or her Retirement Date shall receive a monthly benefit under which payments shall commence as of such Retirement Date and shall continue as of the first day of each month thereafter during his or her lifetime; provided, that monthly benefit payments to any Participant listed in Exhibit A shall commence on such

Participant’s Retirement Date and continue as of the first day of each month thereafter during his or her lifetime, but for not less than 120 months. The amount of each monthly Normal Retirement Benefit shall (subject to Article 7) be equal to the product of (a) two and one-half percent (2-1/2%) of his or her Average Compensation and (b) his or her total number of years of Benefit Service, provided, that the Normal Retirement Benefit shall not exceed fifty percent (50%) of his or her Average Compensation. In the event that the Participant also is eligible for a benefit under any defined benefit plan maintained by an Employer under Section 401 of the Code, such Participant’s Normal Retirement Benefit shall not commence until the date on which the payment of his or benefit under this plan commences.

ARTICLE 3

Early Retirement

3.1 Early Retirement Benefit. Except as provided in Section 3.2, a Participant on his or her Early Retirement Date shall receive a monthly benefit under which payment shall commence as of such Early Retirement Date and shall continue as of the first day of each month thereafter during his or her lifetime; provided, that monthly benefit payments to any Participant listed in Exhibit A shall commence on such Participant’s Early Retirement Date and continue as of the first day of each month thereafter during his or her lifetime, but for not less than 120 months. In the event that a Participant also is eligible for a benefit under any defined benefit plan maintained by an Employer under Section 401 of the Code, such Participant’s Early Retirement Benefit shall not commence until the date on which the payment of his or her benefit under that plan commences. The amount of each monthly Early Retirement Benefit shall (subject to Article 7) equal the product of (a) two and one-half percent (2-1/2%) of his or her Average Compensation and (b) his or her total number of years of Benefit Service, provided, that a Participant’s Early Retirement Benefit shall not exceed fifty percent (50%) of his or her Average Compensation. A Participant’s Early

Retirement Benefit shall be reduced to account for early payment by a percentage thereof, which percentage equals one-third percent (1/3%) per month multiplied by the number of full months between the date as of which the payment of his or her Early Retirement Benefit commences and the later of (a) the date the Participant attains age sixty (60), or (b) the date on which the Participant would have completed twenty (20) years of Vesting Service if the Participant had not retired and had continued to work the same number of Hours of Service, as defined under the Cox Enterprises, Inc. Pension Plan, as he or she had worked prior to retirement, but in no event later than the date the Participant attains age 65. Notwithstanding any provisions to the contrary, the amount of each such monthly Early Retirement Benefit for a Participant who has attained age sixty (60) and who has completed twenty (20) or more years of Vesting Service on his or her Early Retirement Date shall not be reduced to account for early payment, and the monthly Early Retirement Benefit payable to a Participant who is between age fifty-five (55) and sixty (60) on his or her Early Retirement Date, and who has completed twenty (20) years of Vesting Service on such Early Retirement Date, shall be reduced to account for early payment only by the number of months between the date his or her Early Retirement Benefit commences and the date on which the Participant would have attained age sixty (60).

3.2 Benefit Postponement. A Participant in a manner and at a time satisfactory to the Committee (but not later than his or her Early Retirement Date) may request that the commencement of his or her monthly Early Retirement Benefit be postponed from his or her Early Retirement Date to his or her Normal Retirement Date and, in the event that he or she also requests the same postponement of any benefit payable under any defined benefit plan maintained by an Employer under Section 401 of the Code and the Committee approves his or her request under this Plan, such a Participant shall receive an unreduced Early Retirement Benefit, which payment shall commence as of his or her Normal Retirement Date and shall continue as of the first day of each month thereafter during his or her lifetime.

ARTICLE 4

Disability Benefit

4.1 Disability Benefit. A Disabled Participant shall continue to receive his or her normal basic salary (as in effect on the day before his or her Disability Benefit Date) until the day immediately preceding the first anniversary of his or her Disability Benefit Date, his or her date of death, or the date of his or her designation as a Disabled Participant is terminated by the Committee, whichever occurs first and, in the event he or she remains a Disabled Participant on the first anniversary of his or her Disability Benefit Date, he or she shall (subject to Article 7 and Section 4.5 hereof) receive thereafter, a monthly Disability Benefit equal to sixty percent (60%) of his or her Average Compensation (determined as of his or her Disability Benefit Date) under which payment shall commence as of the first day of each month thereafter during his or her lifetime, or until the Participant’s designation as a Disabled Participant is terminated by the Committee. Notwithstanding the foregoing, any benefits payable to a Disabled Participant under this Article 4 of the Plan shall be offset on a dollar-for-dollar basis by the aggregate of any benefits paid to the Disabled Participant under the Cox Enterprises, Inc. Long-Term Disability Plan, from the Federal Social Security Administration (primary insurance benefits only) and under any state and local workers compensation law.

4.2 Reinstatement as Active Employee. The period which begins on a Disabled Participant’s Disability Benefit Date and ends on the date his or her designation as such is terminated, but prior to his or her Normal Retirement Date, shall be deemed for purposes of this Plan to be a leave of absence authorized by the Committee only in the event that (1) the date on which such designation is terminated coincides with the date of his or her reinstatement as an active and full-time Employee, and (2) he or she is redesignated after such reinstatement as an Employer under this Plan.

4.3 Preemption of Other Compensation. The payment of a monthly Disability Benefit under this Plan shall be in lieu of any other current compensation payment to the Disabled Participant from the Company, exclusive, however, of any benefit payments under the Cox Enterprises, Inc. Long-Term Disability Plan.

4.4 Death. In the event that a Disabled Participant dies before the first anniversary of his or her Disability Benefit Date, his or her death benefit under this Article 4 shall be determined and paid to his or her Beneficiary under Section 5.1 as if the Disabled Participant had been an active and full-time Employee on his or her date of death. On the other hand, in the event that a Disabled Participant dies on or after the first anniversary of his or her Disability Benefit Date but before 120 monthly Disability Benefit payments have been made to him or her and he or she is a Disabled Participant on his or her date of death, then the balance of such 120 monthly Disability Benefit payments shall continue to be paid each month on behalf of the Disabled Participant to his or her Beneficiary.

4.5 Lapse of Long-Term Disability Plan Coverage. Notwithstanding other provisions of this Article 4 to the contrary, payment of a monthly Disability Benefit to a Disabled Participant will cease as of the later of the date he or she attains age 65 or the last date payment is made on which the Disabled Participant still is eligible to receive a benefit under the Cox Enterprises, Inc. Long-Term Disability Plan. Thereafter, and of such date, the Disabled Participant will be eligible to receive a benefit under the Plan under the terms of Article 2 hereof, determined as if the Disabled Participant had retired on such last date. For purposes of this Section 4.5, the Disabled Participant’s Average Compensation shall be determined as of the date he or she first became disabled.

ARTICLE 5

Death Benefit

5.1 Preretirement Death Benefit.

(a) General Rule. In the event that a Participant dies while an active and full-time employee, his or her Beneficiary shall (subject to Section 5.1(b) below) receive a monthly benefit under which payments shall commence as of the first day of the first month which immediately follows the date of the Participant’s death and which shall continue as of the first day of each month thereafter until a total of 120 such payments have been made on behalf of the Participant. The amount of this monthly preretirement death benefit shall (subject to Section 5.1(b) below) equal the greater of (1) the Participant’s Applicable Percentage of his or her Average Compensation on his or her date of death, or (2) in the event a Participant dies on or after the date he or she reaches age fifty-five (55) and completes at least ten (10) years of Vesting Service, the Participant’s benefit as determined under Section 3.1 or (if otherwise eligible) Section 2.1 as if he or she had retired immediately before he or she died.

(b) Special Rules. In the event that a death benefit is payable on behalf of a Participant to his or her Spouse under any defined benefit plan maintained by an Employer under Section 401 of the Code, (1) the amount of each monthly benefit payment described in Section 5.1(a) above made to a Beneficiary shall be offset by the actuarial equivalent value of the monthly death benefit payable to such Spouse under such other defined benefit plan, whether or not such death benefit currently is being paid, and (2) such Spouse (in the event he or she also is the Participant’s Beneficiary for purposes of Section 5.1(a) above) shall have the right to request the payment of such net death benefit under this Plan in the form of an actuarially equivalent benefit (i) which is payable only for such Spouse’s lifetime and (ii) which commences as of the same date as the payment of that Spouse’s death benefit commences under the defined benefit plan described

above and (iii) which ends as of the same date as that death benefit and, in the event the Committee approves such a request, such Spouse’s net death benefit under this Plan shall be paid only in that form.

5.2 Post-Termination Death Benefit. In the event of the death of a Participant who is entitled to an Accrued Retirement Benefit in accordance with Article 6 prior to the commencement of such monthly benefit, his or her Beneficiary shall receive a monthly benefit payable under the terms of Section 5.1 as if the Participant still was an active and full-time employee on the date of his or her death. For the purpose of this Section 5.2, a Participant’s Average Compensation shall be determined as of the last date of his or her employment with the Company.

5.3 Post-Retirement Death Benefit. In the event a Participant dies after his or her active and full-time employment has terminated by reason of his or her retirement under Article 2 or Article 3 of this Plan, no retirement death benefit shall be payable on behalf of such Participant except to the extent he or she elected a benefit payment form under Article 8 which includes a death benefit.

ARTICLE 6

Vested Benefit

6.1 Vested Benefit. A Participant whose status as an Employee terminates on or after his or her Vested Date but before he or she is eligible for a benefit under Article 2, Article 3 or Article 4 of this Plan shall (subject to Article 7) be entitled to receive a monthly benefit equal to his or her Accrued Retirement Benefit, under which payment shall commence as of his or her Normal Retirement Date, if he or she is then living, and which shall continue as of the first day of each month thereafter only for his or her lifetime. However, such a Participant may elect, in a writing delivered to the Company before the first day of the Plan Year in which he or she attains age fifty-five (55),

that his or her Accrued Retirement Benefit commence as of the first day of the first month which coincides with or next follows the date the Participant reaches age fifty-five (55) or as of any later date prospectively selected by the Participant, and such selected date shall be treated as his or her Early Retirement Date. The Accrued Retirement Benefit of a Particpant that commences before his or her Normal Retirement Date shall be reduced by a fractional amount thereof, where the applicable fractions are as follows:

(A) 1/180 for each month between his or her Normal Retirement Date and the later of his or her Early Retirement Date under this Article 6 or the date sixty (60) months prior to his or her Normal Retirement Date; and

(B) 1/360 for each month by which his or her Early Retirement Date under this Article 6 precedes the date sixty (60) months prior to his or her Normal Retirement Date.

No death benefit shall be payable under this Plan on behalf of such a Participant in the event he or she dies after the date payment of his or her Accrued Retirement Benefit commences except to the extent he or she elected a benefit payment form under Article 8 which includes a death benefit. No retirement benefit whatsoever shall be payable under this Plan to, or on behalf of, a Participant whose status as an Employee terminates before his or her Vested Date unless such benefit is payable under Article 2 or Article 4.

ARTICLE 7

No Duplication of Benefits

The benefits payable under this Plan shall not duplicate benefits payable under any defined benefit plan maintained by the Company under Section 401 of the Code. No benefit therefore shall be payable to a Participant under this Plan unless his or her monthly benefit under this Plan exceeds the total monthly benefit payable to such Participant under the defined benefit

plan maintained by the Company under Section 401 of the Code and, in the event a benefit is payable under this Plan to such a Participant, the actual amount of such benefit payable under Article 2, article 3, Article 4 or Article 6 shall equal the excess, if any, of the Participant’s benefit as described in the applicable article over the total benefit, if any, payable to such Participant under the defined benefit plan maintained by the Company under Section 401 of the Code, where for purposes of determined such excess:

(1) in the event that the Participant’s benefit (if any) under such other plan and under this Plan are paid in the form of an annuity payable monthly for the lifetime of the Participant, the total benefit under such other plan and this Plan shall be expressed (according to the terms of such plan) as an annuity payable monthly for the lifetime of a Participant, which commences as of the date his or her benefit is scheduled to commence under this Plan, and

(2) in the event that the Participant’s benefit (if any) under such other plan or under this Plan are paid other than in the form of an annuity payable monthly for the lifetime of the Participant, the total benefit under such other plan shall be expressed, on an actuarially equivalent basis, in the form of the benefit payable under this Plan.

Notwithstanding the above, the Participant’s Normal Retirement Benefit, Early Retirement Benefit or Accrued Retirement Benefit, whichever is applicable, shall not be less than the annual benefit to which the Participant would be entitled under the Company’s defined benefit plan which is in excess of the limits on annual benefits pursuant to Section 415(b) of the Code as of January 1 of the calendar year in which retirement occurs or in which the Participant attains age sixty-fix (65), whichever is later; for this purpose, any such excess will be computed on the basis of the form of benefit actually payable to the Participant under the Company’s defined benefit plan.

ARTICLE 8

Benefit Payment Forms

A Participant who is eligible for the payment of a Plan benefit under Article 2, Article 3 or Article 6 shall have the right to request the payment of such benefit in one of the benefit payment forms described in paragraph (a) through paragraph (d) below and, in the event the Committee approves his or her request, his or her benefits shall be paid in that form. However, in the event a Participant fails to make a timely requests, his or her benefit shall be paid in the form described in paragraph (a) below:

(a) An annuity payable monthly only for the lifetime of the Participant (and in the case of Participants listed in Exhibit A, for not less than 120 months);

(b) An annuity payable monthly for the lifetime of the Participant, but for not less than 120 months, which shall be the actuarial equivalent of the benefit described in paragraph (a) above;

(c) A joint and 50% survivor annuity which is the actuarial equivalent of the benefit described in paragraph (a) above and which is payable in monthly installments for the life of a Participant and thereafter for the life of his or her Spouse, if the Spouse survives, where (1) the identity of such Spouse shall be established on the date of which benefit payments first are scheduled to commence under this form to the Participant and thereafter shall not be changed for any reason whatsoever, and (2) the amount of the monthly annuity payable to such surviving Spouse at the death of the Participant shall equal 50% of the monthly annuity which was payable to the Participant during his or her lifetime; or

(d) any other benefit payment form which is the actuarial equivalent of the benefit described in paragraph (a) above and which the Participant requests under a defined benefit plan maintained by an Employer under Section 401 of the Code and, finally, which the Committee, acting in its absolute discretion, determines to be in the interest of the Participant and not adverse to the interest of the Plan.

A request by a Participant for the payment of his or her Plan benefit in any benefit payment form shall be made in writing and shall be filed before the date as of which his or her benefit payments are scheduled to commence under this Plan.

ARTICLE 9

Source of Records and Benefit Payments

9.1 Records. All records relating to the accrual and disbursement of benefits to, or on behalf of, a Participant or a Disabled Participant of this Plan shall be maintained by the Company.

9.2 Participating Employer Who Pays Benefits. All benefits which have accrued under this Plan to, or on behalf of, a Participant or a Disabled Participant shall be paid by the Company or by the Participating Company which is the Participant’s employer on the date his or her status as an Employee last terminates.

9.3 Participant List. The Committee shall at all times maintain a current list of all Participants, all Disabled Participants, all Participants whose employment was terminated after their Vested Date, and all persons receiving benefits, and said list shall contain such other information as the Committee shall deem appropriate.

9.4 Source of Benefit Payments. Any person who claims a benefit under this Plan shall look solely to the general assets of the Participating Employer obligated to make such payments under Section 9.2. Such person’s interest in such assets as a result of such claim shall in no matter whatsoever be superior or senior to the claim of any other general and unsecured creditor of the Participating Employer, and in no event whatsoever shall any other person whomsoever be liable to pay such benefits.

ARTICLE 10

Special Provisions

10.1 Misconduct. If the Committee finds that any Participant engaged in (1) misconduct resulting in a detriment to the Company, (2) dishonesty which results in financial loss to the Company, (3) malicious destruction of any property of the Company or a Participating Company, (4) a felony for which he or she is convicted which arises out of his or her employment by the Company and (5) such Participant’s employment with the Company is terminated for any such causes, the Committee shall, notwithstanding any other provision in this Plan to the contrary and in accordance with uniform rules to be adopted and administered by it, direct forfeiture of all benefits of such Participant under this Plan.

10.2 Application for Benefits. Notwithstanding anything to the contrary contained in this Plan, any retirement benefits payable hereunder shall become payable only after the Participant, his or her surviving Spouse or his or her Beneficiary, as the case may be, has made an application with the Committee for such benefit upon a form satisfactory to the Committee for this purpose. In the event any retirement benefit becomes payable under this Plan and no application therefor has been filed by any such person within two (2) years from the date such benefit becomes payable, such benefit shall be forfeited. In the event an application has been filed for a retirement benefit prior to the time such retirement benefit becomes payable under this Plan and the Committee is unable through reasonable efforts, the expense of which shall not exceed two hundred dollars ($200.00), to locate the person or persons who are legally entitled to receive such retirement benefit within two (2) years of the date such retirement benefit becomes payable under this Plan, such retirement benefit shall also be forfeited.

10.3 Nominal Payments. Notwithstanding anything in the Plan to the contrary, if the amount of any monthly retirement benefit payable to, or on behalf of, a Participant or Disabled Participant is less than two hundred dollars ($200.00), a lump sum payment may be made in lieu of such monthly retirement benefit, at the discretion of the Committee, which lump sum payment shall be the actuarial equivalent of such monthly benefit.

ARTICLE 11

Executive Benefits Committee

11.1 General. The Committee shall be the Names Fiduciary for the Plan and shall consist of not less than three (3) Employees who shall be appointed by and shall serve at the pleasure of the Board. A member can resign at any time by delivering his or her written resignation to the Board. A member of the Committee may be a Participant but, in such case, a claim submitted by one member of the Committee as a Participant shall be reviewed by one or more other members of the Committee.

The Company shall indemnify each member of the Committee for any liability, assessment, loss, expense or other cost of any kind or description whatsoever, including legal fees and expenses, actually incurred by a member on account of any action or proceeding, actual or threatened, which arises as a result of being a member of the Committee.

11.2 Powers. The Committee shall have control over the administration of this Plan, with all powers necessary to enable it properly to carry out its duties in this respect, including, without limitation, the designation of Employees as Participants and the power to waive any conditions or limitations stated in the Plan whenever the Committee, acting in its absolute discretion, deems such a waiver to be appropriate under the circumstances. The Committee may appoint in writing such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents those powers and duties, whether ministerial or discretionary,

which it deems expedient or appropriate. In the event that any agent so appointed is not an employee of the Company or of a Participating Company, such agent’s compensation shall be fixed by the Committee and shall be paid by the Company.

11.3 Records. The Committee shall maintain a current record of all Participants and of the reimbursement claims submitted by each Participant during each Plan Year.

ARTICLE 12

Joinder Agreement

A corporation shall become a Participating Company by entering into a Joinder Agreement with the Company, a sample copy of which is attached hereto as Exhibit B. The Company shall not execute such a Joinder Agreement without Board authorization.

ARTICLE 13

Amendment and Termination

13.1 Amendment. This Plan may be amended in any respect and at any time by the Board in the exercise of its sole discretion. Any such amendment automatically shall be binding on each Participating Company.

13.2 Termination. The Company reserves the right to terminate the Plan at any time and to cease the accrual of benefits thereunder.

ARTICLE 14

Miscellaneous

14.1 Headings. The headings and subheadings in the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the Plan provisions.

14.2 Construction. In the construction of the Plan, the singular shall include the plural in all cases in which such meaning would be appropriate. This Plan shall be construed in accordance with the laws of the State of Georgia.

14.3 Agent for Service of Process. The agent for service of process for the Plan shall be the person currently listed in the records of the Secretary of State of Georgia as the agent for service of process for the Company.

14.4 Plan Administrator. The Company shall be the Plan Administrator of the Plan for purposes of compliance with the ERISA reporting and disclosure requirements.

14.5 No Assignment. The benefits provided under this Plan may not be alienated, encumbered or assigned by a Participant, a Disabled Participant, a Spouse or a Beneficiary.

14.6 Effect of Plan. This Plan shall not constitute a contract of employment for any definite term and shall not affect or impair the right of either party to terminate the employment relationship at any time.

14.7 Legal Competency. The Committee may, in its discretion, make payment either directly to an incompetent or disabled person, whether because of minority or mental or physical disability, or to the guardian of such person, or to the person having custody of such person, without further liability on the part of the Company, a Participating Company, the Committee, or any person, for the amounts of such payment to the person on whose account such payment is made.

14.8 Reimbursement Benefits. Each Participant listed on Exhibit A to this Plan shall be entitled to all benefits provided under Part II of the Cox Newspapers Executive Benefit Plan (the “CNEBP”) as if such Participant was a participant in the CNEBP.

14.9 Effective Date. The effective date of the Plan shall be January 1, 1987. The benefits payable under the Plan shall be effective only to Participants whose status as an Employee last terminates on or after January 1, 1987.

AMENDMENT NUMBER ONE

TO THE COX EXECUTIVE

SUPPLEMENTAL PLAN

Pursuant to the power of Cox Enterprises, Inc., to amend the Cox Enterprises Supplemental Plan (the “Plan”), the Plan hereby is amended as follows:

1.

Section 1.3 of the Plan shall be amended by deleting the same in its entirety and substituting the following therefor:

“1.3 Average Compensation, - means a Participant’s highest average monthly Compensation paid by the Company to the Participant during any 60 calendar months out of the 72 consecutive calendar months (or the total of the calendar months of his or her employment by the Company to a maximum of 60 months, if less than 72) ending with the calendar month that includes the Participant’s Normal Retirement Date, Deferred Retirement Date, Disability Retirement Date, Early Retirement Date or the date his or her employment with the Company actually terminates when his or her benefits are calculated under Article V of the Cox Enterprises, Inc. Pension Plan.”

2.

Section 1.14 of the Plan shall be amended by adding to the end thereto the following:

“. . . or if later, the first day of the first month which coincides with or next follows the date upon which a Participant completes five years of participation in the Cox Enterprises, Inc. Pension Plan.”

3.

Section 1.21 of the Plan shall be amended by deleting the words “. . . ten (10) Years of Vesting Service . . .” therefrom and by substituting therefor the words “five (5) Years of Vesting Service . . .”.

4.

Section 4.1 of the Plan shall be amended by deleting the last sentence thereof in its entirety and by substituting the following therefor:

“Notwithstanding the foregoing, any benefits payable to a Disabled Participant under this Article 4 of the Plan shall be offset on a dollar for dollar basis by the aggregate of (1) the highest benefit that could be purchased by the Disabled Participant under

the Cox Enterprises, Inc. Long Term Disability Plan (the “Disability Plan”) using flex credits provided thereto under the Cox Enterprises, Inc. Flex Plan, whether or not such benefit actually was purchased, (2) any benefits paid from the Federal Social Security Administration (primary insurance benefits only) and (3) any benefits paid under any state and local workers compensation law; provided, that, with respect to new Participants in the Plan, any offset for benefits under the Disability Plan in the event such a Participant becomes disabled in the calendar year in which he or she commences participation in the Plan shall be limited to benefits actually paid under the Disability Plan.”

5.

Section 4.2 of the Plan shall be amended by deleting the words “. . . but prior to his or her Normal Retirement Date, . . .” from the sole sentence thereof.

6.

The effective date of amendment numbers 2 and 5 shall be January 1, 1988; the effective date of amendment numbers 1 and 3 shall be January 1, 1989 and the effective date of amendment number 4 shall be January 1, 1991.

AMENDMENT NUMBER TWO

TO THE COX ENTERPRISES, INC.

EXECUTIVE SUPPLEMENTAL PLAN

Pursuant to the power of Cox Enterprises, Inc. to amend the Cox Enterprises, Inc. Executive Supplemental Plan (the “Plan”), the Plan is amended as follows:

1.

Article I of the Plan hereby is amended by deleting Section 1.20 in its entirety and substituting the following new Section:

“1.20 Spouse shall have the definition of ‘spouse’ provided by the federal Defense of Marriage Act. If the Defense of Marriage Act no longer is in effect, then, to the extent permitted by ERISA, the term ‘Spouse’ shall refer only to a person of the opposite sex who is a husband or a wife.”

2.

The effective date of this amendment shall be January 1, 2004.

EX-10.11

Exhibit 10.11

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION PLAN

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION PLAN

Cox Enterprises, Inc. hereby adopts this Plan, effective as of July 1, 1995, for the benefit of a select group of its employees and the employees of certain of its affiliates that participate herein in accordance with the following terms and conditions. The list of affiliates that participate in the Plan is attached hereto as Exhibit A, and shall be modified from time to time by the Plan Sponsor. The Plan Sponsor and the affiliates listed on Exhibit A hereafter shall be referred to as the Employer.

ARTICLE I

PURPOSE OF PLAN

The purpose of the Plan shall be to provide supplemental tax-deferred savings to eligible employees of the Employer and to their beneficiaries by allowing a select group of management-level employees to elect to defer through salary reduction arrangements a designated percentage of their compensation. In addition, the Plan Sponsor will credit supplemental matching contributions up to certain maximum limits. The Plan is designed to allow participants to defer compensation through combination with the Cox Enterprises, Inc. Savings and Investment Plan (the “401(k) Plan”). The Plan shall be administered at all times to ensure that it does not in operation violate the contingent benefits rule in Code Section 401(k)(4)(A).

For purposes of this Plan, all capitalized terms used herein shall have the same meaning as set forth in the 401(k) Plan except as otherwise expressly indicated.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 General Rule.

Each Employee who is a Participant in the 401(k) Plan shall become an Eligible Employee for purposes of the Plan with respect to any Plan Year during which he or she satisfies one of the following requirements:

(a) the Employee’s Employee Contributions to the 401(k) Plan with respect to the Plan Year equals the dollar limit for employee pre-tax contributions thereto under Code Section 402(g) for such Plan Year, as adjusted by the Secretary of the Treasury for cost of living increases; or

(b) the Employee is limited under the terms of the 401(k) Plan to a maximum Employee Contribution of six percent (6%) of Compensation, and such Eligible Employee is contributing to the 401(k) Plan at this maximum limit.

Notwithstanding the above requirements, each Employee who is a Participant in the 401(k) Plan shall become an Eligible Employee for purposes of this Plan with respect to a Plan Year during which his or her Compensation equals or exceeds two hundred thousand dollars ($200,000) as of the end of the previous calendar year. An Eligible Employee shall be eligible to participate in the Plan as soon as practicable after satisfying the eligibility requirements. Notwithstanding the foregoing, an Eligible Employee who satisfies the requirements only shall be eligible to participate in the Plan as of any July 1 next following the end of a calendar year in which he or she satisfies the requirements and for the next twelve months thereafter, and such an Eligible Employee shall remain eligible as of each successive July 1 only so long as the Eligible Employee satisfies those requirements in subsequent years. Notwithstanding any provision in the Plan to the contrary, in no event shall an Employee who is eligible to participate in the Cox Enterprises, Inc. Savings Plus Restoration Plan be eligible to participate in the Plan.

Eligible Employees first shall be eligible to participate in the Plan as of the Plan’s effective date.

2.2 Notice of Eligibility.

The Committee shall notify each Employee of his or her status as an Eligible Employee and potential right to participate in the Plan.

2.3 Election not to Participate.

Each Eligible Employee who wishes to waive the right to participate in the Plan shall be required, after receipt of notification from the Committee in accordance with Section 2.2 hereof, to file a waiver election in a manner prescribed by the Committee. Such election must be made on or before the first date upon which the Eligible Employee is eligible to participate in the Plan. If such election is not made on or before such date, the Employee shall be deemed to have elected to participate in the Plan in accordance with the terms of this Article II.

2.4 Participation by Committee Approval.

The Committee may, from time to time, approve certain individuals who are not Participants in the 401(k) Plan, to become Eligible Employees for purposes of the Plan.

ARTICLE III

EMPLOYEE SUPPLEMENTAL CONTRIBUTIONS

3.1 Employee Supplemental Contribution.

Each Eligible Employee may become a Participant under the Plan by electing to make contributions through payroll deductions to the Plan (“Employee Supplemental Contributions”) commencing in accordance with the provisions of Article II in an amount equal to a percentage of his or her Compensation not to exceed fifteen percent (15%), reduced by the percentage contributed thereby to the 401(k) Plan. A Participant shall be eligible to participate in

this Plan only to the extent that he or she has (i) made the maximum pre-tax contributions to the 401(k) Plan, as determined by Code Section 402(g), or (ii) made the maximum pre-tax contributions to the 401(k) Plan as permitted under the terms of such plan (including, for this purpose, provisions in the 401(k) Plan to assure compliance with the actual deferral percentage test under Code Section 401(k)(3)). For the purpose of this Plan, and notwithstanding any provisions in the 401(k) Plan to the contrary, the dollar limitation applied to the term Compensation in the 401(k) Plan shall not be applicable hereunder. Contributions shall continue to be made for each Participant at the rate elected until the Participant elects to change the rate of contribution or to end contributions pursuant to Section 3.3, subject to the power of the Committee to distribute elected Employee Supplemental Contributions to any Participant to the extent such Participant’s Employee Supplemental Contributions exceed the maximum limit for Employee Supplemental Contributions set forth in this Section 3.1 or the limits specified in Article IV.

3.2 Allocation and Investment Return of Employee and Employer Supplemental Contributions.

(a) Allocation.

The Employee Supplemental Contributions and Employer Supplemental Contributions, as defined below, of each Participant shall be credited to the Participant’s Plan Accounts, as defined in Article VI.

(b) Rate of Return.

Each Participant shall be credited with a 9.5 percent rate of return on Employee Supplemental Contributions and Employer Supplemental Contributions through December 31, 1995. For subsequent Plan Years, the rate of return will be determined annually by the Plan Sponsor; provided, that the minimum rate of return for any Plan Year will be 5 percent.

3.3 Participant Elections.

The elections described in Section 3.1 shall be made under procedures and on forms established by the Committee. The following elections may be made at least 30 days prior to the beginning of any payroll period to take effect with respect to that payroll period: (a) an election to contribute to the Plan if the Eligible Employee is not already contributing, and (b) an election to change the percentage of Compensation which shall be contributed to the Plan by the Participant. A Participant who elects to stop making Employee Contributions to the 401(k) Plan shall be deemed to have elected to stop making Employee Supplemental Contributions to this Plan. A Participant cannot elect to stop contributing to the Plan during a Plan Year unless he or she also elects to stop contributing to the 401(k) Plan.

3.4 Employee Supplemental Contributions for Participants Eligible by Committee Approval.

Notwithstanding any provisions of the Plan to the contrary, each Employee who becomes an Eligible Employee by Committee approval in accordance with Section 2.4 may elect to become a Participant under the Plan by electing to make Employee Supplemental Contributions in an amount equal to a percentage of his or her Compensation not to exceed fifteen percent (15%), reduced by the percentage that would be contributed to the 401(k) Plan on his or her behalf as if such Employee were participating in the 401(k) Plan.

ARTICLE IV

EMPLOYER SUPPLEMENTAL CONTRIBUTIONS

4.1 Employer Supplemental Contribution.

In each Plan Year, the Employer will provide a credit with respect to each Participant in an amount equal to 50 percent of such Participant’s Employee Supplemental Contributions for such Plan Year up to a maximum credit equal to the lesser of (a) an amount equal to 50 percent of 6 percent of his or her Compensation, or (b) six thousand dollars ($6,000) (the “Employer Supplemental Contributions”). Notwithstanding the foregoing, the maximum Employer Supplemental Contribution that otherwise may be credited to a Participant under this Plan shall be reduced by the Employer Contributions allocated to such Participant in the same Plan Year under the 401(k) Plan.

4.2 Participant Need Not Be Employed.

The Employer Supplemental Contributions credited by the Employer with respect to a Plan Year shall be credited to a Participant whether or not the Participant retires, dies or Terminates Employment prior to the end of such Plan Year without subsequently being rehired.

4.3 Employer Supplemental Contributions for Participants Eligible by Committee Approval.

Notwithstanding any provisions of the Plan to the contrary, the Employer will provide a credit in accordance with Section 4.1 with respect to each Employee who becomes an Eligible Employee by Committee approval in accordance with Section 2.4, reduced by the Employer Contribution which would be allocated to such Employee as if such Employee were participating in the 401(k) Plan.

ARTICLE V

ACCOUNTS AND CONTRIBUTIONS

The Employer shall establish and maintain the following separate bookkeeping accounts for each Participant to reflect all amounts deferred or credited under this Plan:

(a) An Employee Supplemental Contribution Account for each Participant to which shall be credited Employee Supplemental Contributions under Section 3.1; and

(b) An Employer Supplemental Contribution Account for each Participant to which shall be credited Employer Supplemental Contributions credited to such Participant under Section 4.1.

For all purposes under the Plan, the Employee Supplemental Contributions Account and the Employer Supplemental Contributions Account collectively shall be referred to as the Plan Accounts.

All Employee Supplemental Contributions shall be credited to the Employee Supplemental Contribution Account as soon as administratively practicable. All Employer Supplemental Contributions shall be credited to the Employer Supplemental Contribution Account only once a year, and on or before the last day of the first calendar quarter of the Plan Year next following the Plan Year for which such Employer Supplemental Contributions are to be credited.

ARTICLE VI

BENEFICIARIES

Upon becoming a Participant in the Plan, each Employee shall designate a primary Beneficiary and one or more secondary Beneficiaries. The procedure and administrative forms used to designate Beneficiaries shall be determined by the Committee. The Beneficiary of any unmarried Participant who does not designate a Beneficiary under this Article VII shall be the same Beneficiary designated thereby under the 401(k) Plan. For purposes of this Article VI, in the case of a Participant (including a Former Participant) who is married on the date of death, the Participant’s Beneficiary automatically shall be the Participant’s surviving spouse unless the

Participant has elected under the Plan to have such benefit distributed to a Beneficiary other than the Participant’s spouse. Such an election shall be effective only if the Participant’s spouse as of the date of death has consented in writing to the election, such consent is witnessed by a notary public and acknowledges the effect of the election. Such spousal consent is not required if the Committee is satisfied that the Participant’s spouse cannot be located.

ARTICLE VII

RETIREMENT BENEFITS

7.1 Benefit Determination.

Upon the retirement of the Participant on or after his or her Early Retirement Date or Normal Retirement Date, the Participant shall be entitled to receive a benefit equal in value to the sum of the amounts credited to the Participant’s Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid in accordance with the provisions of Article X.

7.2 Request for Alternative Benefit Distribution.

(a) A Participant may request that Plan benefits be paid thereto on account of retirement on or after such Participant’s Normal Retirement Date or Early Retirement Date may be paid in any alternative form described in subparagraph (ii) below, subject to approval of any such election by the Committee acting in its sole discretion.

(b) A Participant may request that the benefit payable under the Plan to him or her be payable in the form of a lump sum payment payable immediately or in the form of annual installments for a maximum period of five (5), ten (10) or fifteen (15) years commencing on the first day of any month designated by the Committee.

7.3 Committee Approval.

The Committee retains the absolute right, in its sole discretion, to approve or reject any request for an alternative benefit distribution within the provisions of this Article VII. The Committee shall determine the procedures and may designate administrative forms to be used by Participants when making a request permitted under this Article VII.

ARTICLE VIII

DEATH BENEFITS

8.1 Benefit Determination.

Upon the death of a Participant prior to retirement or Termination of Employment, the designated Beneficiary of the deceased Participant shall be entitled to receive a benefit equal in value to the sum of the amount then credited to the Participant’s Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid to the Beneficiary in a lump sum payment. Upon the death of a Former Participant to whom payment of benefits has not been completed, the Designated Beneficiary shall be entitled to receive the remainder of the benefit payments due to the Former Participant in the form and in the amount selected by the Former Participant prior to death; if no such form had been selected by the Former Participant prior to death, any benefit amount payable shall be made in a lump sum payment.

8.2 Request for Alternative Death Benefit Distribution.

(a) A Beneficiary may request that Plan benefits be paid thereto on account of the death of a Participant or Former Participant may be paid in any alternative form described in subparagraph (b) below, subject to approval of any such election by the Committee acting in its sole discretion.

(b) A Beneficiary of a Participant actually employed at death may request that the benefit payable under the Plan to him or her be payable in the form of a payment of annual installments for a maximum period of five (5), ten (10) or fifteen (15) years commencing on the first day of any month designated by the Committee. The Beneficiary of a Former Participant who prior to death had elected a form of benefit payment may request that the benefit payable under the Plan to him or her be payable in the form of a lump sum payment.

8.3 Proof of Death.

The Committee may require such proof of death and such evidence of the right of any person to receive death benefit payments under the Plan as it may deem appropriate, and its determination shall be conclusive and binding.

ARTICLE IX

EMPLOYMENT TERMINATION BENEFITS

9.1 Benefit Determination.

Upon terminating employment, a Participant shall be entitled to receive a benefit equal in value to the sum of the amount credited to the Participant’s Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid in accordance with the provisions of Article X.

9.2 Request for Alternative Benefit Distribution.

A Participant may request that Plan benefits be paid thereto on account of termination of employment before his or her Early Retirement Date be paid in any alternative form described below, subject to approval of any such election by the Committee acting in its sole discretion.

A Participant may request that the benefit payable under the Plan to him or her be payable in the form of a lump sum payment payable immediately or the form of the payment of annual installments for a maximum period of five (5), ten (10) years or fifteen (15) years commencing on the first day of any month designated by the Committee.

9.3 Committee Approval

The Committee retains the absolute right, in its sole discretion, to approve or reject any request for an alternative benefit distribution within the provisions of this Article IX. The Committee shall determine the procedures and may designate administrative forms to be used by Participants when making a request permitted under this Article IX.

ARTICLE X

PAYMENT OF BENEFITS

10.1 Timing of Payment.

As soon as practicable after the Participant retires or attains age 65, whichever is later, the Committee shall cause the total balance credited to such Participant’s Plan Accounts to be paid to the Participant or to his or her Beneficiary, as appropriate, in the form of a lump sum payment.

Notwithstanding any provisions of the Plan to the contrary, if the total balance in a Participant’s Plan Accounts at the time the Participant Terminates Employment or retires is $3,500 or less, including any distributions previously made to such Participant, then such balance shall be paid to the Participant in a lump sum payment as soon as practicable after the date the Participant Terminates Employment or retires.

10.2 Mode of Benefit Payment.

The distribution of all benefits under the Plan whenever paid, shall be made in cash.

10.3 Inability to Locate Benefit Recipient.

If, after a reasonable effort has been made, the Committee is unable to locate a Participant or Beneficiary entitled to receive a benefit provided for in the Plan, the Plan Sponsor shall follow procedures determined by the Committee, in its sole discretion.

10.4 Claims Procedure.

All claims shall be processed in accordance with the claims procedure described in the Summary Plan Description for the Plan.

10.5 Special Distribution Rule.

There shall be no distributions of benefits for the period beginning July 1, 1995 and ending February 29, 1996. Beginning March 1, 1996, benefit distributions shall be made in accordance with the provisions of this Article X.

ARTICLE XI

IN-SERVICE WITHDRAWALS

Beginning July 1, 1997, in the event that a Participant suffers an unforeseeable, immediate and heavy financial need which cannot reasonably be met from other sources, the Participant may request a withdrawal from his or her Plan Accounts in an amount not to exceed that amount needed to meet the immediate and heavy financial need. The Participant must first submit a written withdrawal request to the Employer explaining the nature of the hardship and the amount required to meet the financial need. The Participant will be required to certify that the need cannot be reasonably met from other sources. The determination of financial need and lack of availability of funds from other sources will be made by the Committee, in its sole discretion.

ARTICLE XII

INALIENABILITY OF BENEFITS

The right of any Participant or Beneficiary to any benefit provided under the Plan or to the property contained in any separate Plan Account shall not be subject to voluntary or involuntary transfer, alienation or assignment, and (to the fullest extent permitted by law) shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a Participant or Beneficiary who is receiving or is entitled to receive a benefit provided under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

ARTICLE XIII

ADMINISTRATION AND FIDUCIARIES

13.1 General.

The Employer shall have the sole responsibility for crediting the contributions required under Articles IV and V. The Plan Sponsor shall have the sole responsibility for appointing the Committee. It is intended that the Plan Sponsor and the Committee shall be responsible only for the proper exercise of their own powers, duties, responsibilities and obligations under the Plan and shall not be responsible for any act or failure to act of another.

13.2 Named Fiduciaries.

(a) General.

The following fiduciaries (referred to hereinafter individually as a “Named Fiduciary” and collectively as “Named Fiduciaries”) shall be responsible for the control, management and administration of the Plan and the control:

(1) the Plan Sponsor;

(2) the Board of Directors of the Plan Sponsor;

(3) The Employer; and

(4) the Committee.

Each Named Fiduciary shall have only such powers and responsibilities as are expressed in the Plan, and any power or responsibility for the control, management or administration of the Plan which is not expressly allocated to any Named Fiduciary, or with respect to which an allocation is in doubt, shall be deemed allocated to the Plan Sponsor. Each Named Fiduciary shall have no responsibility to inquire into the acts and omissions of any other Named Fiduciary in the exercise of powers or the discharge of responsibilities assigned to such other Named Fiduciary under the Plan.

(b) Allocation of Responsibility.

Any Named Fiduciaries may, by agreement among themselves, allocate any responsibility or duty assigned to a Named Fiduciary under this Plan, to one or more other Named Fiduciaries, provided, that any agreement respecting such allocation shall be in writing and shall be filed by the Committee with the records of the Plan. No such agreement shall be effective as to any Named Fiduciary which is not a party to such agreement until such Named Fiduciary has so consented in writing filed with the Committee. Any Named Fiduciary may, by written instrument filed by the Committee with the records of the Plan, designate a person who is not a Named Fiduciary to carry out any of its responsibilities under the Plan, provided, that no such designation shall be effective as to any other Named Fiduciary until such other Named Fiduciary has received written notice of such designation.

(c) Employees of Fiduciaries.

Any Named Fiduciary, or a person designated by a Named Fiduciary to perform any responsibility of a Named Fiduciary pursuant to the procedure described in the preceding paragraph, may employ one or more persons to render advice with respect to any responsibility such Named Fiduciary has under the Plan or such person has by virtue of such designation.

(d) Multiple Roles.

Any person may serve in more than one fiduciary capacity with respect to the Plan, and any person who is a fiduciary may be a Participant if he or she otherwise satisfies the applicable Plan requirements to be a Participant.

13.3 The Committee.

(a) Administration of the Plan.

The Plan Sponsor shall administer the Plan through the Committee, which shall have all powers necessary to administer the Plan; to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and time of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits; and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation or application of the Plan by the Committee shall be final, conclusive and binding.

(b) Records and Reports.

The Committee shall be responsible for maintaining sufficient records deemed necessary to allow it to administer the Plan.

(c) Allocation of Duties and Responsibilities.

The Committee may by written instrument designate other persons to carry out any of its duties and responsibilities under the Plan. Any such duties or responsibilities thus allocated must be described in the written instrument. If a person other than an Employee of the Employer is so designated, such person must acknowledge in writing his or her acceptance of the duties and responsibilities allocated to him or her. The Employer shall pay all expenses authorized and incurred by the Committee in the administration of the Plan.

(d) Liabilities.

The Committee shall be indemnified and held harmless by the Plan Sponsor with respect to any liability, assessment, loss, expense or other cost, of any kind or description whatsoever, including legal fees and expenses, actually incurred by a member of the Committee on account of any alleged breach of responsibilities performed or to be performed hereunder or any action or proceeding, actual or threatened, which arises as a result of being a member of the Committee, provided such action or allegation does not arise as a result of the member’s own gross negligence, willful misconduct or lack of good faith.

ARTICLE XIV

FUNDING

The Employer’s obligations under this Plan shall be general obligations of the Employer and shall not be secured in any manner. No asset of the Employer shall be placed in trust or in escrow or otherwise physically or legally segregated for the benefit of any Participant or his or her spouse or beneficiaries and the eventual payment of benefits under this Plan shall not be secured by the issuance of any negotiable instrument or other evidence of indebtedness of the Employer. No Participant, beneficiary or other person shall be deemed to have any property

interest, legal or equitable, in any specific assets of the Employer as a result of the benefits provided by this Plan. To the extent that any person acquires any right to receive payments under this Plan, that right shall be no greater than, nor shall it have any preference or priority over, the rights of any unsecured general creditor of the Employer. In no event shall any of the directors, officers or employees of the Employer or an Affiliate be liable in their individual capacities to any person whomsoever for the payment of benefits under the Plan.

ARTICLE XV

AMENDMENT OF THE PLAN

The Plan Sponsor shall have the right at any time, and from time to time, to amend, in whole or in part, any or all of the provisions of this Plan by formal action of the Board, or a committee thereof, in accordance with state law either at a regularly scheduled meeting of the Board, or a committee thereof, or by written consent. Any written amendment to the Plan under this Article XV shall be executed by the Plan Sponsor on behalf of the Employer.

ARTICLE XVI

TERMINATION OF PLAN AND

DISCONTINUANCE OF CONTRIBUTIONS

The Plan Sponsor shall have the right, at any time, to terminate or partially terminate the Plan by formal action of the Board, or a committee thereof, in accordance with state law either at a regularly scheduled meeting of the Board, or a committee thereof, or by written consent. The Plan Sponsor shall distribute amounts in the Employee Supplemental Contribution Account and the Employer Supplemental Contribution Account to all affected Participants in accordance with the Plan Accounts of each participant at the time of distribution in such manner as the Plan Sponsor shall determine in accordance with all applicable law.

ARTICLE XVII

MISCELLANEOUS

17.1 Participants’ Rights.

Except as may be otherwise specifically provided by law, neither the establishment of the Plan nor any modification thereof, nor the creation of any Plan Account, nor the payment of any benefit, shall be construed to give to any Participant or to any other person a legal or equitable right against the Plan Sponsor, the Employer, any director, officer or employee thereof or the Committee. Under no circumstances shall the terms of employment of any Employee be deemed to have been modified or in any way affected by the establishment of the Plan, and nothing contained in this Plan document or any related document shall require the Employer to retain any Employee in its service.

17.2 Claims.

Any payment to a Participant or Beneficiary or to their legal representative, or heirs-at-law, made in accordance with the provisions of this Plan shall to the extent thereof be in full satisfaction of all claims hereunder against the Plan Sponsor, the Committee and the Employer, any of whom may require such person, his or her legal representative or heirs-at-law, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Plan Sponsor, the Committee or the Employer as the case may be.

17.3 Agent for Service of Process.

The agent for service of process for the Plan shall be the person currently listed in the records of the Secretary of State of Georgia as the agent for service of process for the Plan Sponsor.

17.4 Construction of Agreement.

To the extent not preempted by federal law, the Plan shall be construed in accordance with the laws of the State of Georgia.

17.5 Savings Clause.

In the event that any one or more of the terms, conditions, or provisions, or any part thereof, contained in this Plan, or the application thereof to any person or circumstance, shall for any reason, in any respect, or to any extent be held to be invalid, illegal, or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remainder of such term, condition, or provision, nor any other provision of this Plan, nor the application of such term, condition, or provision to persons or circumstances other than those as to which it is held invalid, illegal, or unenforceable, and this Plan shall be construed as if such invalid, illegal, or unenforceable term, condition, or provision had never been contained herein, and each term, condition, or provision hereof shall be valid and enforced to the fullest extent permitted by law.

17.6 Headings.

Headings of articles, sections and paragraphs of the Plan have been inserted for convenience of reference and constitute no part of the Plan.

17.7 Tax Consequences.

The Plan is intended to postpone the application of income taxes on amounts credited to the Plan Accounts. However, notwithstanding anything to the contrary, the Employer makes no representation regarding the tax consequences of participation in this Plan. Amounts contributed to or paid from the Plan may be subject to income, payroll or other taxes and the Employer may withhold taxes from any payment, as required under federal, state and local laws.

17.8 Entire Plan.

This Plan contains the entire understanding and undertaking of the Plan Sponsor and its Affiliates with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous undertakings, agreements, understandings, inducements or conditions, whether express or implied, oral or written, except as herein contained. This Plan may not be modified or amended other than by a written document adopted or executed pursuant to the terms hereof.

17.9 Plan Binding on All Parties.

This Plan shall be binding upon the parties hereto, their successors and assigns, and upon all Participants and their Beneficiaries, heirs, executors, administrators and assigns.

17.10 Effective Date.

It is the intention of the Employer that the Plan shall comply with any requirements of Title I of ERISA applicable to the Plan, and the terms of the Plan shall be interpreted and administered so as to accomplish that result. The Plan shall be placed into effect as of July 1, 1995.

AMENDMENT NUMBER ONE

TO THE

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION PLAN

Pursuant to the power of Cox Enterprises, Inc. to amend the Cox Enterprises, Inc. Executive Savings Plus Restoration Plan (the “Plan”), the Plan hereby is amended as follows:

1.

Effective January 1, 2001, Section 3.1 of the Plan is amended by deleting the last sentence thereof and replacing with the following:

“Except for Employee Supplemental Contributions made pursuant to Section 3.5, Employee Supplemental Contributions shall continue to be made for each Participant at the rate elected until the Participant elects to change the rate of contribution or to end such contributions pursuant to Section 3.3, subject to the power of the Committee to distribute elected Employee Supplemental Contributions to any Participant to the extent such Participant’s Employee Supplemental Contributions exceed the maximum limit for Employee Supplemental Contributions set forth in this Section 3.1 or the limits specified in Article IV.”

2.

Effective January 1, 2001, Article III of the Plan is amended by the addition of the following new Section 3.5:

“3.5 Bonus Deferral Program

Notwithstanding the 15% Compensation limit contained in Section 3.1, each Participant who is eligible to participate in the Bonus Deferral Program may elect to defer up to an additional 75% (in 5% increments) of his or her annual bonus under the Plan as an Employee Supplemental Contribution. The election described in this Section 3.5 must be made by March 31^st of each year the bonus is earned. Once made, such election may not be revoked under any circumstances. A Participant who has waived participation in the Plan or has stopped contributing to the Plan and the 401(k) Plan must rescind their waiver or resume participation to take advantage of the additional contribution provided in this Section 3.5.”

3.

Effective January 1, 2001, Article V of the Plan is amended by deleting “(a) an Employee Supplemental Contribution Account for each Participant to which shall be credited Employee Supplemental Contributions under Section 3.1” and replacing with the following:

“(a) an Employee Supplemental Contribution Account for each Participant to which shall be credited Employee Supplemental Contributions under Sections 3.1 and 3.5”

4.

Effective January 1, 2001, Article XI of the Plan is amended by the addition of the following new sentences at the end thereof.

“Effective January 1, 2001, no withdrawal may be made under this Article XI for an amount less

than $10,000 and no withdrawal can be made less than 12 months after the last previous

withdrawal.”

AMENDMENT NUMBER TWO

TO THE

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION PLAN

Pursuant to the power of Cox Enterprises, Inc. (“Cox”) to amend the Cox Enterprises, Inc. Executive Savings Plus Restoration Plan (the “Plan”), the Plan hereby is amended as follows:

1.

Effective January 1, 2004, the Plan is hereby amended by striking all instances of “spouse” and substituting “Spouse.”

2.

Effective January 1, 2003, the Plan hereby is amended by deleting the term “Committee” and substituting the term “Administrative Committee” wherever the former appears in the Plan, except for Sections 2.4, 3.4, 4.3, 13.1 and 13.2(a) and Articles XV, XVI and XVII.

3.

Effective January 1, 2003, Section 2.1 of the Plan hereby is amended by deleting “two hundred thousand dollars ($200,000)” and by substituting therefor “one hundred and fifty thousand dollars ($150,000)” where it appears in the first sentence of the penultimate paragraph thereof.

4.

Effective July 1, 2003, Section 2.1 of the Plan hereby is amended further by inserting the following new sentence at the end of the penultimate paragraph thereof:

“Notwithstanding any provision in the Plan to the contrary, effective July 1, 2003, in no event shall an Employee who is eligible to participate in the Cox Radio, Inc. Savings Plus Restoration Plan be eligible to participate in the Plan.”

5.

Effective January 1, 2003, Section 2.4 of the Plan hereby is amended by replacing “Committee” with “Management Committee” where it appears in the first and only sentence thereof.

6.

Effective January 1, 2003, Section 3.4 of the Plan hereby is amended by replacing “Committee” with “Management Committee” where it appears in the first and only sentence thereof.

7.

Effective January 1, 2003, Section 3.5 of the Plan hereby is amended by striking it in its entirety and replacing with the following new Section 3.5:

“3.5 Bonus Deferral Program

Notwithstanding the 15% Compensation limit contained in Sections 3.1 and 3.4, each Participant who is eligible to participate in the Bonus Deferral Program may elect to defer up to an additional 75% (in 5% increments) of his or her annual bonus under the Plan as an Employee Supplemental Contribution. The election described in this Section 3.5 must be made by

March 31^st of each year the bonus is earned. A Participant who has waived participation in the Plan or has stopped contributing to the Plan and the 401(k) Plan must rescind their waiver or resume participation in order to be eligible to elect to make the additional contribution provided in this Section 3.5. Once made, such election may not be revoked under any circumstances, including, but not limited to, the Participant’s termination of employment.”

8.

Effective January 1, 2003, Section 4.2 of the Plan hereby is amended by inserting the following new sentence at the end thereof:

“Notwithstanding the foregoing, effective for Plan Years beginning on and after January 1, 2003, a Participant will need to be employed on the last day of the Plan Year in order to receive Employer Supplemental Contributions for such year, unless termination was due to retirement, death or disability.”

9.

Effective January 1, 2003, Section 4.3 of the Plan hereby is amended by replacing “Committee” with “Management Committee” where it appears in the first and only sentence thereof.

10.

Effective January 1, 2003, Section 10.1 of the Plan hereby is amended by replacing $3,500” with “$5,000” where it appears in such section.

11.

Effective January 1, 2003, Section 13.1 of the Plan hereby is amended by deleting the second and third sentences thereof and substituting the following therefor:

“The Board of Directors of the Plan Sponsor shall appoint the Management Committee. The Management Committee shall have the sole responsibility for appointing the Administrative Committee. It is intended that the Employer, the Plan Sponsor, the Management Committee and the Administrative Committee shall be responsible only for the proper exercise of their own powers, duties, responsibilities and obligations under the Plan and shall not be responsible for any act or failure to act of another.”

12.

Effective January 1, 2003, Subsection 13.2(a)of the Plan is amended by deleting “(3) The Employer; and (4) the Committee.” and substituting therefor “(3) the Employer; (4) the Administrative Committee; and (5) the Management Committee.”

13.

Effective January 1, 2003, Article XIII of the Plan hereby is amended by the addition of the following new Section 13.4:

“13.4 The Management Committee

(a) Powers and Duties.

The Management Committee shall have the following specific powers and duties: (1) to appoint and remove members of the Administrative

Committee; (2) to set basic Plan policy on Plan administration; (3) to ratify Plan amendments recommended by the Administrative Committee; (4) to periodically evaluate and review the performance of Named Fiduciaries; (5) to authorize Plan eligibility for employees pursuant to Section 2.4; and (6) to report annually to the Board on the operation and status of the Plan.

(b) Allocation of Duties and Responsibilities.

The Management Committee may by written instrument designate other persons to carry out any of its duties and responsibilities under the Plan. Any such duties or responsibilities thus allocated must be described in the written instrument. If a person other than an Employee of the Employer is so designated, such person must acknowledge in writing his or her acceptance of the duties and responsibilities allocated to him or her. The Employer shall pay all expenses authorized and incurred by the Management Committee in the administration of the Plan.

(c) Liabilities.

The Management Committee shall be indemnified and held harmless by the Plan Sponsor with respect to any liability, assessment, loss, expense or other cost, of any kind or description whatsoever, including legal fees and expenses, actually incurred by a member of the Management Committee on account of any alleged breach of responsibilities performed or to be performed hereunder or any action or proceeding, actual or threatened,

which arises as a result of being a member of the Committee, provided such action or allegation does not arise as a result of the member’s own gross negligence, willful misconduct or lack of good faith.”

14.

Effective January 1, 2003, Article XV of the Plan is amended by deleting “or a committee thereof” and substituting therefor “or the Management Committee” where the former appears in the first sentence thereof.

15.

Effective January 1, 2003, Article XVI of the Plan is amended by deleting “or a committee thereof” and substituting therefor “or the Management Committee” where the former appears in the first sentence thereof.

16.

Effective January 1, 2003, Section 17.1 of the Plan hereby is amended by replacing “the Committee” with “the Administrative Committee or the Management Committee” in the first sentence thereof.

17.

Effective January 1, 2003, Section 17.2 of the Plan hereby is amended by replacing “the Committee” with “the Administrative Committee and the Management Committee” where it appears in the first and only sentence thereof.

EX-13.1

EXHIBIT 13.1

SHAREHOLDER INFORMATION

Stock Data

Cox Radio’s Class A common stock is traded on the New York Stock Exchange, ticker symbol: CXR. Daily newspaper stock table listing: Cox Rad. As of January 31, 2007, there were 110 shareholders of record of Cox Radio’s Class A common stock and one shareholder of record of Cox Radio’s Class B common stock, Cox Broadcasting, Inc. There is no established trading market for Cox Radio’s Class B common stock. There have been no stock or cash dividends paid on any of Cox Radio’s equity securities. Cox Radio does not intend to pay cash dividends in the foreseeable future.

Quarterly Market Information

Class A Common Stock

2006	High		Low
First Quarter	$	14.34	$	13.07
Second Quarter		15.57		12.69
Third Quarter		16.15		14.03
Fourth Quarter		17.41		15.21
2005	High		Low
First Quarter	$	17.00	$	15.03
Second Quarter		17.35		15.29
Third Quarter		16.34		14.64
Fourth Quarter		15.35		14.00

Transfer Agent and Registrar

American Stock Transfer & Trust Company

6201 15^th Avenue

Brooklyn, NY 11219

1 866 668 6550

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

Cox Radio Trust I (a Delaware statutory trust)

Cox Radio Trust II (a Delaware statutory trust)

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-13281, 333-122368, 333-122369, 333-130164 and 333-134505 on Form S-8 and Registration Statement No. 333-124114 on Form S-3 of our reports dated March 13, 2007, relating to the consolidated financial statements and consolidated financial statement schedule of Cox Radio, Inc., and management’s report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Cox Radio, Inc. for the year ended December 31, 2006.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Robert F. Neil, Chief Executive Officer of Cox Radio, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Cox Radio, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 13, 2007

/s/ Robert F. Neil

Robert F. Neil

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Neil O. Johnston, Chief Financial Officer of Cox Radio, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Cox Radio, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 13, 2007

/s/ Neil O. Johnston

Neil O. Johnston

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934

In connection with the annual report on Form 10-K (the “Report”) of Cox Radio, Inc. (the “Company”) for the period ended December 31, 2006, as filed with the Securities and Exchange Commission as of the date hereof, I, Robert F. Neil, Chief Executive Officer of the Company, and I, Neil O. Johnston, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, that to the best of our knowledge:

(1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert F. Neil
Name:	Robert F. Neil
Title:	Chief Executive Officer
Date:	March 13, 2007

/s/ Neil O. Johnston
Name:	Neil O. Johnston
Title:	Chief Financial Officer
Date:	March 13, 2007

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act, or other documentation authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, has been provided to Cox Radio and will be retained by Cox Radio and furnished to the Securities and Exchange Commission or its staff upon request.

This certification “accompanies” the annual report on Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Cox Radio under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the annual report on Form 10-K, irrespective of any general incorporation language contained in such filing).