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, 2008

[  ] 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, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

(Do not check if a smaller reporting company)

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, 2008, 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 $270,519,390 based on the closing price on the New York Stock Exchange on such date.

There were 21,447,204 shares of Class A common stock outstanding as of January 31, 2009.

There were 58,733,016 shares of Class B common stock outstanding as of January 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2008 Annual Report to Shareholders and the Proxy Statement for the 2009 Annual Meeting of Shareholders are incorporated by reference into Part II and Part III.

COX  RADIO / 2008  FORM  10-K

2008 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	25
Item 4.	Submission of Matters to a Vote of Security Holders	25
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Consolidated Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	65
Item 9A.	Controls and Procedures	65
Item 9B.	Other Information	65
PART III
Item 10.	Directors and Executive Officers and Corporate Governance	66
Item 11.	Executive Compensation	66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
Item 13.	Certain Relationships and Related Transactions, and Director Independence	66
Item 14.	Principal Accounting Fees and Services	66
PART IV
Item 15.	Exhibits and Financial Statement Schedules	67
Signatures		69

Preliminary Notes

This annual report on Form 10-K is for the year ended December 31, 2008. 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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COX  RADIO / 2008  FORM  10-K

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 86 radio stations (71 FM and 15 AM) clustered in 19 markets. We operate three or more stations in 16 of our 19 markets and offer 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 77% of our common stock and has approximately 97% 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, which is entitled to one vote per share, and Class B common stock, par value $0.33 per share, which is entitled to ten votes per share. Cox Enterprises’ wholly-owned subsidiary, Cox Media Group, Inc. (formerly Cox Broadcasting), 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 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 are summarized below.

On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under our credit facility. The majority of the $60 million purchase price, adjusted for customary closing adjustments, was allocated to Federal Communications Commission (FCC) licenses upon consummation of the transaction.

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. The majority of the purchase price was allocated to FCC licenses upon consummation of the transaction.

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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(2)
WSB-AM	News/Talk	Adults 25-54	7.3	3	7.3	3
WALR-FM	Urban Adult Contemporary	Adults 25-54	7.5	2	7.5	2
WSB-FM	Adult Contemporary	Women 25-54	7.1	3	5.2	4
WBTS-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	6.1	4	2.8	13
WSRV-FM	Classic Hits	Men 25-54	5.1	4	4.5	5
Athens (3)
WRFC-AM	Sports Radio	Men 25-54	–	–	–	–
WGAU-AM	News/Talk	Adults 35-54	–	–	–	–
WPUP-FM	Classic Rock	Adults 25-54	–	–	–	–
WNGC-FM	Contemporary Country	Adults 25-54	–	–	–	–
WGMG-FM	Adult Contemporary	Adults 25-54	–	–	–	–
WXKT-FM	Rock	Adults 25-54	–	–	–	–
Birmingham
WBHJ-FM	Hip Hop	Adults 18-34	16.7	1	7.1	3
WBHK-FM	R&B/Soul	Adults 25-54	12.1	1	12.1	1
WZZK-FM	Country	Adults 25-54	8.4	2	8.4	2
WBPT-FM	Classic Hits	Adults 25-54	4.8	6	4.8	6
WAGG-AM	Gospel	Adults 35-54	4.4	9	3.9	11
WPSB-AM	Spanish	Adults 25-54	–	–	–	–
WNCB-FM	New Country	Adults 18-34	2.2	13	2.1	15
Dayton
WHKO-FM	Country	Adults 25-54	7.7	3	7.7	3
WHIO-AM/WHIO-FM(4)	News/Talk	Adults 35-54	7.2	5	6.1	6
WZLR-FM	Classic Hits	Adults 25-54	2.4	12	2.4	12
Greenville
WJMZ-FM	Urban	Adults 25-54	10.4	1	10.4	1
WHZT-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	9.0	4	4.0	11
Honolulu
KRTR-FM	Adult Contemporary	Women 25-54	10.0	2	7.4	2
KCCN-FM	Hawaiian Contemporary Hit Radio	Adults 18-34	9.5	2	6.3	3
KPHW-FM	Rhythmic Contemporary Hit Radio	Women 18-34	10.7	1	3.9	12
KINE-FM	Hawaiian Adult Contemporary	Adults 25-54	6.1	4	6.1	4
KRTR-AM	Soft Adult Contemporary	Adults 25-54	0.6	26	0.6	26
KKNE-AM	Traditional Hawaiian	Adults 45+	0.8	25	0.4	29
Houston(5)
KHTC-FM	Classic Hits	Adults 35-54	3.9	10	3.1	16
KKBQ-FM	Country	Adults 25-54	4.1	10	4.1	10
KTHT-FM	Country Legends	Adults 35-54	2.2	19	1.7	21
KHPT-FM	‘80s	Adults 25-44	3.3	12	3.3	15

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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
Jacksonville
WFYV-FM	Classic Rock	Men 25-54	6.9	3	4.8	8
WOKV-AM/WOKV-FM(4)	News/Talk	Adults 35-54	8.5	1	7.2	2
WAPE-FM	Contemporary Hit Radio	Women 18-34	10.8	2	4.8	8
WMXQ-FM	‘80s	Adults 25-49	3.1	12	3.1	13
WJGL-FM	Classic Hits	Adults 35-54	7.0	5	6.0	6
Long Island(5)
WBLI-FM	Contemporary Hit Radio	Women 18-34	13.4	2	6.2	3
WBAB-FM/WHFM-FM(4)	Mainstream Rock	Men 25-54	8.3	1	6.6	2
Louisville
WVEZ-FM	Adult Contemporary	Women 25-54	9.1	2	5.6	4
WSFR-FM	Classic Rock	Men 25-54	7.5	3	5.5	5
WQNU-FM	New Country	Adults 25-44	2.5	13	3.1	13
WRKA-FM	Country Legends	Adults 35-54	3.7	9	3.3	11
Miami
WHQT-FM	Urban Adult Contemporary	Adults 25-54	7.2	1	7.2	1
WEDR-FM	Urban Contemporary	Adults 18-34	11.0	1	4.6	5
WFLC-FM	Adult Contemporary	Women 25-54	5.9	4	5.3	3
WHDR-FM	Active Rock	Men 18-34	4.6	6	2.4	17
Orlando
WCFB-FM	Urban Adult Contemporary	Adults 25-54	7.4	1	7.4	1
WPYO-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	9.0	1	3.1	17
WDBO-AM	News/Talk	Adults 35-54	4.6	8	3.6	12
WHTQ-FM	Classic Rock	Men 35-54	5.7	4	3.5	13
WWKA-FM	Country	Adults 25-54	5.7	3	5.7	3
WMMO-FM	Rock Adult Contemporary	Adults 25-54	4.6	7	4.6	7
Richmond
WKLR-FM	Classic Rock	Men 25-54	6.0	6	4.3	10
WKHK-FM	Country	Adults 25-54	6.7	4	6.7	4
WMXB-FM	Adult Contemporary	Women 25-54	4.2	10	2.9	13
WDYL-FM	Alternative Rock	Men 18-34	5.2	6	1.8	15
San Antonio
KONO-FM/KONO-AM (4)	Greatest Hits	Adults 35-54	6.9	1	5.5	3
KISS-FM	Active Rock	Men 18-49	11.8	1	6.3	1
KSMG-FM	Hot Adult Contemporary	Women 25-54	4.2	8	3.2	14
KCYY-FM	Country	Adults 25-54	5.0	5	5.0	5
KPWT-FM	Rhythmic Contemporary Hit Radio	Adults 18-34	5.4	4	2.4	18
KKYX-AM	Country Legends	Adults 35-64	1.4	20	0.7	26
Southern Connecticut
Bridgeport/Fairfield County
WEZN-FM	Adult Contemporary	Women 25-54	13.5	2	9.5	2
New Haven
WPLR-FM	Classic Rock	Men 25-54	12.3	1	9.4	1
WYBC-FM (6)	Urban Adult Contemporary	Adults 25-54	8.0	2	8.0	2

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COX  RADIO / 2008  FORM  10-K

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
Stamford-Norwalk
WCTZ-FM	Adult Contemporary	Women 35-54	4.7	4	3.6	6
WFOX-FM	Classic Rock	Adults 25-54	2.4	12	2.4	12
WSTC-AM/WNLK-AM	News/Talk	Adults 35-54	1.6	19	1.2	27
Tampa
WWRM-FM	Adult Contemporary	Women 25-54	7.5	1	4.6	5
WDUV-FM	Soft Adult Contemporary	Adults 35-64	6.1	2	3.3	14
WXGL-FM	Classic Hits	Adults 35-54	4.4	7	3.6	10
WSUN-FM	Alternative Rock	Men 18-34	7.6	5	3.0	18
WPOI-FM	‘80s	Adults 25-54	3.6	10	3.6	10
WHPT-FM	Classic Rock	Men 25-44	12.1	1	7.8	1
Tulsa
KKCM-FM	Christian Contemporary	Women 25-54	6.1	5	4.4	8
KWEN-FM	Country	Adults 25-54	8.0	2	8.0	2
KJSR-FM	Classic Rock	Adults 35-54	6.0	4	5.4	5
KRMG-AM	News/Talk	Adults 35-54	5.4	5	4.6	7
KRAV-FM	Adult Contemporary	Women 25-54	7.8	2	5.6	4

Source: Arbitron Market Reports four-book average for Winter 2008, Spring 2008, Summer 2008 and Fall 2008, unless otherwise noted.

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

(2) Audience share and audience rank for the Atlanta market is a combination of three quarterly Arbitron Market Reports and one quarter of Arbitron’s Portable People Meter (PPM) data.

(3) Ratings are not currently measured by Arbitron in this market.

(4) Audience share and audience rank information for these stations are combined because the stations are simulcast.

(5) Audience share and audience rank for these markets were derived from PPM data.

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

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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. 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.

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COX  RADIO / 2008  FORM  10-K

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.

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:

• 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 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.

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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, rock 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.

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. 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. Within our markets, we compete with stations owned or operated by other radio broadcasting companies, and we believe our principal competitors include, but are not limited to, Clear Channel Communications, CBS Radio, Citadel Broadcasting, Radio One, Univision, Emmis Communications Corporation and Cumulus Media. 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.

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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;

• Billboards;

• Direct mail; and

• Other Internet media.

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 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. 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 frequency, location and operating power of the 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.

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Radio broadcast licensees are required to file applications to have their licenses renewed by the FCC. The FCC reviews at the same time all stations licensed to serve communities in a particular state. 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 in Long Island, 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 pre-December 2007 newspaper/broadcast cross-ownership rule while it reconsidered 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 cross-ownership rule adopted by the FCC in 2003, the courts directed the FCC to reconsider this rule. In December 2007, the FCC, retreating from its 2003 rule, adopted a rule presuming that newspaper/broadcast cross-ownership is permissible only in very limited circumstances. We will, therefore, revise our petitions for waiver of the cross-ownership limits currently on file with the FCC. 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 cross-ownership restriction, but the FCC has not acted on that submission. In the alternative, in light of the FCC’s December 2007 decision, we will also revise our request for a waiver of the newspaper/broadcast cross-ownership rule. We cannot predict how the FCC will respond to our revised petitions for waiver.

The FCC classifies each FM and AM station. 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 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.

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 Class C AM stations operate on an unlimited time basis and serve primarily a community and the suburban and rural areas immediately contiguous thereto.

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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(2)	Power
Atlanta
WSB-AM	750 KHz	4/1/12	A	N.A.	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	432 m	40 kw
WSRV-FM(3)	97.1 MHz	4/1/04	C	483 m	100 kw
Athens
WRFC-AM	960 KHz	4/1/12	B	N.A.	5 kw day
					2.5 kw night
WGAU-AM	1340 KHz	4/1/12	C	N.A.	1 kw
WPUP-FM	100.1 MHz	4/1/12	A	88 m	4.3 kw
WNGC-FM	106.1 MHz	4/1/12	C1	299 m	100 kw
WGMG-FM	102.1 MHz	4/1/12	C3	100 m	10 kw
WXKT-FM	103.7 MHz	4/1/12	C3	100 m	25 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.	5 kw day
					1 kw night
WPSB-AM	1320 KHz	4/1/12	D	N.A.	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.	5 kw
WHIO-FM	95.7 MHz	10/1/12	B	145 m	50 kw
WZLR-FM	95.3 MHz	10/1/12	A	98 m	6 kw
Greenville-Spartanburg
WJMZ-FM	107.3 MHz	12/1/11	C0	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.	10 kw
KKNE-AM	940 KHz	2/1/14	B	N.A.	10 kw

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Market(1) and Station Call Letters	Frequency	Expiration Date of License	Class	Height Above Average Terrain(2)	Power
Houston
KHTC-FM	107.5 MHz	8/1/13	C	293 m	100 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.	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
WQNU-FM	103.1 MHz	8/1/12	C2	169 m	23 kw
WRKA-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	C0	453 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.	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	B	156 m	47 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

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Market(1) and Station Call Letters	Frequency	Expiration Date of License	Class	Height Above Average Terrain(2)	Power
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.	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	106.7 MHz	8/1/13	C0	310 m	100 kw
KKYX-AM	680 KHz	8/1/13	B	N.A.	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	96.7 MHz	4/1/14	A	100 m	3 kw
WFOX-FM	95.9 MHz	4/1/14	A	91 m	3 kw
WSTC-AM	1400 KHz	4/1/14	C	N.A.	0.78 kw
WNLK-AM	1350 KHz	4/1/14	B	N.A.	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.	50 kw day
					25 kw night
KRAV-FM	96.5 MHz	6/1/13	C	453 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

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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 of the licensee), 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 the corporations’ officers and 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 that the FCC had adopted with respect to the ownership of cable systems. The FCC then suspended elimination of the exemption as it applies to the ownership of broadcast stations and commenced a rulemaking to evaluate further whether to retain the exemption. In February 2008, the FCC tentatively concluded that it should reinstate the single majority shareholder exemption to its broadcast attribution rules and sought further public comment. Since our indirect parent company, Cox Enterprises, owns more than 50% of our outstanding voting power, our ownership structure would qualify for the single majority shareholder exemption if it is reinstated by the FCC.

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. Equity and debt interests in small businesses that qualify under FCC rules as “eligible entities” may be subject to thresholds higher than the 33% limit before those interests become attributable. 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. Neither Cox Enterprises nor any of its controlled affiliates have grandfathered non-conforming interests in us.

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 its 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

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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 is considered to have an attributable ownership interest in that station if such party also owns another radio station in the same market. We currently have no LMAs.

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, one station sells for its own account advertising on another station, but does not provide any programming for the other station. The licensee of the station whose advertising time is brokered must maintain complete control over the operations of such station. A party brokering the sale of more than 15% of a station’s advertising time per week pursuant to a JSA is considered to have an attributable ownership interest in that station. We currently have one JSA for WYBC-FM, which serves the New Haven, Connecticut market.

FCC Media Ownership Limits

The FCC’s rules on media ownership limit the number of media properties in which one entity can have an attributable ownership interest. Expansion of our broadcast operations on both a local and national level is subject to the FCC’s ownership rules and any changes that may be proposed and ultimately adopted to such rules. 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.

Local Radio Limits and Radio Market Concentration Issues

The FCC’s rules on local radio 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 non-compliant ownership groupings that existed prior to 2003, such as our groupings in Orlando and Tampa, can be retained by their owners, such groupings cannot be sold intact to third parties unless (a) the third-party is a small business that qualifies under FCC rules as an “eligible entity” or (b) the third party assigns the excess stations to an eligible entity, or to an irrevocable divestiture trust that will assign the excess stations to an eligible entity, within 12 months after a sale. There currently are no rules limiting the number of radio stations that may be owned or controlled by one entity nationally.

The 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);

• 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.

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

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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 one or more television stations 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 10 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 Media Group (formerly 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);

• El Paso, Texas;

• Seattle, Washington; and

• Reno, Nevada (two stations).

Newspaper/Broadcast Cross-Ownership Rule. Prior to December 2007, FCC rules completely prohibited the common ownership of a radio or television broadcast station and a daily newspaper in the same market. Earlier, in 2003, the FCC had adopted a unified cross-ownership rule where cross-ownership of newspapers and radio and television stations was permitted in large markets, prohibited in small markets and limited in mid-sized markets. While the courts approved the FCC’s 2003 elimination of the blanket newspaper/broadcast cross-ownership ban, the courts remanded the rule to the FCC, saying the FCC needed further support for the rule’s specific limits. In December 2007, the FCC retreated from its 2003 proposal, presumptively allowing newspaper/broadcast cross-ownership only when:

• the market at issue is one of the 20 largest Nielsen Designated Market Areas (DMAs);

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• The combination involves only one major daily newspaper and only one radio or television station;

• If the transaction involves a television station, at least eight independently owned and operating major newspapers and/or full-power television stations would remain in the DMA following the transaction; and

• If the transaction involves a television station, the station is not among the top four ranked stations in the DMA.

The FCC may also permit cross-ownership if either the newspaper or the broadcast station is deemed “failed” or “failing” under FCC standards or if the proposed transaction would result in a new source of local news. All other newspaper/broadcast combinations are presumed not to be in the public interest, a presumption that can be overcome if the parties can demonstrate that post-merger, the merged entity will increase the diversity of independent news outlets and increase competition among independent news sources in the relevant market. In making its determination, the FCC will look at four factors: (i) the level of concentration in the DMA; (ii) a showing that the combined entity will significantly increase the amount of local news in the market; (iii) a showing that the newspaper and the broadcast outlet each will continue to employ its own news and editorial staff and that each will exercise its own independent news judgment; and (iv) the financial condition of the newspaper or broadcast station, including whether the newspaper or broadcast station is in financial distress and if so, whether the proposed owner commits to invest significantly in newsroom operations. The FCC has not stated that all four factors must be met for a party to overcome the FCC’s negative presumption. The FCC’s 2007 newspaper/broadcast cross-ownership rule has been appealed to a federal appellate court.

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 also has a non-attributable ownership interest in a daily newspaper located in Daytona Beach, Florida. While some of the Cox newspaper/broadcast combinations in Dayton and Atlanta are permitted as “grandfathered” combinations, 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, remained pending while the FCC reconsidered its cross-ownership limits. For more details, see “License Renewal” above. Our ownership of WALR-FM in Atlanta was granted a temporary waiver by the FCC, conditioned on the ultimate outcome of challenges to the FCC’s media ownership rules. Unless the FCC’s 2007 newspaper/broadcast cross-ownership rule is overturned in court, we will revise our pending waiver requests for WSRV-FM, WHKO-FM, WHIO-AM and file a waiver request for WALR-FM using the FCC’s four factor guidelines set forth above. We cannot predict how the FCC will respond to our revised petitions for waiver.

Digital Audio Broadcasting

The FCC has adopted rules to facilitate the development of In-band On-channel (IBOC) digital audio broadcasting, or digital radio. Radio stations that provide IBOC service must provide at least one free digital over-the-air broadcast stream, which may be a simulcast of the station’s analog signal. A broadcaster may then offer as many additional digital streams as are feasible, without additional authority from the FCC, and may offer datacasting so long as doing so does not derogate the free digital audio stream. The FCC will allow IBOC subscription services if a broadcaster first obtains an experimental license. The rules allow LMAs for the digital audio stream, with the proviso that they will constitute attributable media interests of the broker under the same standards that apply to LMAs on the analog broadcast signal. AM stations authorized to broadcast at night also may transmit a digital IBOC signal at night. The FCC has issued a notice of proposed rulemaking to seek comment on the public interest obligations of digital audio radio broadcasters and to consider rules for subscription services. The FCC also is seeking comments on whether it should increase the authorized digital power level for FM stations and whether such a power increase would exacerbate interference in the FM band. Forty-eight of our stations in 13 markets provide IBOC service.

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

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the Communications Act that regulate, among other things, political advertising, equal employment opportunity outreach and recordkeeping, 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 full-term) renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

In January 2008, the FCC proposed the adoption of certain rules and other measures intended to enhance the ability of radio and television stations to provide programming responsive to the needs and interests of their local communities. The proposals include the creation of community advisory boards, requiring a broadcaster to maintain a main studio in the community of license of each station it owns, and the establishment of processing guidelines in FCC rules to evaluate the nature and quantity of non-entertainment programming provided by a broadcaster. We cannot predict at this time to what extent, if any, the FCC’s proposals will be adopted or the impact adoption of any one or more of those proposals will have on our operations.

FCC rules provide for a low-power FM radio service consisting of two classes of stations, one with a maximum power of 100 watts and the other with a maximum power of 10 watts. While low-power FM radio stations are secondary in status to full-power stations such as ours, the FCC has proposed rules providing additional protection for low-power FM radio stations and, in certain circumstances, requiring full-power stations to accept some level of interference from low-power FM stations if a low-power FM station is subject to interference or required to relocate its facilities to accommodate the inauguration of new or modified service by a full-power radio station. The FCC has limited ownership and operation of low-power FM stations to persons and entities which do not currently have an attributable interest in any FM station and has required that low-power FM stations be operated on a non-commercial educational basis. The FCC has granted numerous construction permits for low-power FM stations. We cannot predict what impact low-power FM radio will have on our operations. Adverse effects of low-power FM service on our operations could include interference with our stations and competition by low-power stations for listeners and revenues.

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. For example, the United States Congress is considering legislation that would require radio broadcasters to pay royalties to the recording industry, and potentially indirectly to performers, for broadcasts of music contained on their sound recordings. If the legislation is adopted into law, our music stations may need to pay additional royalties to the music industry, which could have a significant effect on our financial condition or results of operations. We can neither predict what other 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.

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, 2008, we employed 1,375 full-time and 651 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.

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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 website. Further, a copy of this Annual Report on Form 10-K is located at the Securities and Exchange Commission’s Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding our filings at http://www.sec.gov.

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 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 24%, 25% and 23% of total revenues for the years ended December 31, 2008, 2007 and 2006, 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 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.

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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;

• IBOC 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 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. Other than the three pending licenses described under “Business – Federal Regulation of Radio Broadcasting – Newspaper/Broadcast Cross-Ownership Rule,” we are not aware of facts or circumstances that would prevent us from having our current licenses renewed. There can be no assurance that our pending licenses, or those that come up for renewal later, 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.

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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 December 2007, the FCC adopted a revision to the newspaper/broadcast cross-ownership rule, a decision that parties have challenged in court. We cannot predict what effect, if any, FCC media ownership rules, as ultimately adopted, 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. In 2006, Congress 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.

The global financial crisis and deteriorating U.S. economy may have an unpredictable and adverse impact on our business and financial condition.

The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed-income markets. These macroeconomic developments could negatively affect our business, operating results or financial condition in a number of ways. We derive substantially all of our revenue from the sale of advertising time on our radio stations, and 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 further 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, and could negatively impact our ability to maintain our existing financial covenants under our bank credit facility and refinance our existing credit facility, which matures in July 2011. For more information about our credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Debt Service.”

Decreased spending by particular categories of advertisers can adversely affect our advertising revenues.

Even in the absence of a general recession or downturn in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors could be forced to reduce its advertising expenditures if that sector experiences a downturn. If that sector’s spending represents a significant portion of our advertising revenues (such as the automotive industry), any reduction in its advertising expenditures may adversely affect our financial condition and 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 77% of our outstanding common stock and has approximately 97% 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

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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.

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 Note 13 to our Consolidated Financial Statements. 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’s rules and regulations.

ITEM 1B. Unresolved Staff Comments

None.

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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 and Athens, Georgia;

• Birmingham, Alabama;

• 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 and Athens, 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:

• Athens, Georgia;

• Birmingham, Alabama;

• Dayton, Ohio;

• Miami and Orlando, Florida; and

• Long Island, New York.

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We lease studio and office facilities in:

• Atlanta and Athens, Georgia;

• Birmingham, Alabama;

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

• Dayton, Ohio;

• Greenville, South Carolina;

• Honolulu, Hawaii;

• Houston and San Antonio, Texas;

• 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.

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

None.

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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, record holders and historical prices for our Class A common stock and our dividend policy is incorporated by reference to the section entitled “Shareholder Information” of our 2008 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 2009 Annual Meeting of Shareholders.

Share Repurchases

During the year ended December 31, 2008, we had two share repurchase programs pursuant to which shares of our Class A common stock could be repurchased in the open market or through privately negotiated transactions, with the amount and timing of repurchases to be determined by the company’s management. The first $100 million program was authorized in May 2007, and final purchases under this program were made in April 2008. The second program was authorized in March 2008. Repurchased shares are held in treasury, and the current program has no expiration date. Cox Radio may commence, suspend or terminate repurchases at any time, without prior notice, depending on market conditions and various other factors. For more information regarding our repurchase programs, see Note 10 to our Consolidated Financial Statements.

The following table sets forth certain information concerning the repurchase of Cox Radio’s Class A common stock during the three-month period ended December 31, 2008.

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2008 to October 31, 2008	156,417	$	10.64	156,000	$	41.8 million
November 1, 2008 to November 30, 2008	306,100	$	4.66	306,100	$	40.4 million
December 1, 2008 to December 31, 2008	313,640	$	5.83	313,640	$	38.6 million

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Performance Graph

The following graph compares, for the period beginning December 31, 2003 and ending on December 31, 2008, the cumulative total return on our Class A common stock to the cumulative total returns of the Standard & Poor’s 500 Stock Index , a new peer group index and what remains of our old peer group index. To create the new peer group, the old peer group was essentially expanded by three companies to include Citadel Broadcasting Corporation, Radio One, Inc. and Cumulus Media, Inc. The new peer group presentation is weighted for the respective market capitalization of each company.

Our old peer group consisted of Clear Channel Communications, Inc. and Emmis Broadcasting Corporation. Clear Channel completed a going-private transaction earlier this year and, as a result, stock price information regarding Clear Channel for most of August through December 31, 2008 is not available. Since our selected peer group had essentially been reduced to one company, we believed it was appropriate to expand the peer group to include additional broadcasting companies with which we compete.

The comparison assumes $100 was invested on December 31, 2003 in our Class A common stock and in each of the foregoing indices and that all dividends were reinvested. The stock price performance depicted in the graph is not necessarily indicative of future stock price performance.

	12/31/03		6/30/04		12/31/04		6/30/05		12/31/05		6/30/06		12/31/06		6/30/07		12/831/07		6/30/08		12/31/08
CXR	$	100.00	$	68.89	$	65.24	$	62.43	$	55.81	$	57.15	$	64.61	$	56.44	$	48.16	$	46.77	$	23.82
S&P500	$	100.00		102.60		109.14		107.14		112.26		114.23		127.55		135.20		132.06		115.12		81.23
New Peer Group	$	100.00		73.77		73.93		58.78		60.44		45.00		40.04		33.49		16.88		8.83		6.53
Old Peer Group	$	100.00		77.56		71.61		65.32		73.60		57.82		30.46		34.05		14.23		9.32		1.29

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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,
(Amounts in millions, except per share data)	2008			2007		2006			2005			2004
Statements of income data:
Net revenues (1)	$	410.2		$	444.9	$	440.5		$	437.9		$	438.2
Cost of services (exclusive of depreciation and amortization shown below) (2)		96.7			94.1		86.4			86.3			98.2
Selling, general and administrative		164.3			176.4		171.4			169.8			162.6
Corporate general and administrative		17.3			20.3		19.9			19.4			17.7
Depreciation and amortization		10.4			11.2		11.2			11.2			11.8
(Gain) loss on loan guarantee (3)		–			–		–			(0.1	)		3.1
Impairment of intangible assets		749.3			117.1		176.3			14.4			–
Other (4)		0.2			0.2		0.8			0.1			1.1
Operating (loss) income		(628.0	)		25.6		(25.5	)		136.8			143.7
Interest expense		13.7			21.1		25.3			27.4			30.4
Net (loss) income		(404.0	)		1.9		(24.4	)		61.3			68.0
Net (loss) income per common share – basic		(4.80	)		0.02		(0.25	)		0.61			0.68
Net (loss) income per common share – diluted		(4.80	)		0.02		(0.25	)		0.61			0.67
Balance sheet data (end of period):
Cash and cash equivalents	$	0.6		$	2.0	$	4.4		$	3.5		$	3.2
Intangible assets, net (5)		1,119.0			1,804.2		1,918.0			2,086.7			2,091.6
Total assets		1,292.1			1,997.4		2,117.9			2,266.1			2,281.9
Total debt (including amounts due to/from Cox Enterprises)		398.7			336.6		378.0			414.9			468.3

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

(2) Includes costs incurred by our technical, programming and news departments, 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) Other is comprised of losses on sales of assets.

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

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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 77% of our common stock and has approximately 97% 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. For the year ended December 31, 2008, 71% and 20% of our net revenues were generated from local and national advertising, respectively. For the years ended December 31, 2007 and 2006, 70% of net revenues were generated from local advertising and 21% and 22%, respectively, of net revenues were generated from national advertising. 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 (barter transactions). The use of 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 generally 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.

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. In accordance with Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and FCC licenses are indefinite-lived intangible assets which are not amortized. Other intangible assets are amortized over the contractual or useful lives of the assets in a manner consistent with how the assets are expected to contribute to our cash flows.

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We evaluate FCC licenses and goodwill 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. Goodwill is evaluated in each of our reporting units (markets) using the residual method. If the carrying amount of goodwill in a reporting unit is greater than its implied fair 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.

In performing impairment tests, the estimated fair values of our FCC licenses and reporting units are determined using a discounted cash flow model with the assistance of an independent appraiser. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections and anticipated operating profit margins. The variables used in the analysis reflect historical station and advertising market trends, as well as anticipated future performance and market conditions, and vary based on the size and rank of the market, the ratings of our stations and other economic factors specific to the geographic area. Multiples of operating cash flow derived from market transactions are also considered in order to corroborate the estimated values derived from the discounted cash flow models.

Assumptions about the economy, future cash flows, growth rates and discount rates used in developing discounted cash flow analyses are subjective. We consider the assumptions used in our fair value estimates to be reasonable. However, had we used different assumptions, our reported results may have varied, possibly materially.

In connection with preparing our financial statements for the period ended June 30, 2008, we concluded, based on deteriorating macro-economic factors, as well as declining radio industry revenues and a weakening in prevailing radio station transaction multiples, that interim impairment tests pursuant to SFAS No. 142 were appropriate. These interim tests incorporated decreases in projections for future market performance, as well as a decrease in estimated terminal value growth rates. Based on these tests, we recorded aggregate pre-tax impairment charges with respect to our FCC licenses in various markets of $131.9 million and aggregate pre-tax impairment charges with respect to our goodwill in various markets of $15.7 million.

In connection with our annual impairment tests as of December 31, 2008, we further revised our projections of future market operating performance, and took into consideration the continued decline in the general economy, the advertising industry and our market capitalization. The discount rate used also was increased to reflect changes in the overall credit environment. Based on these tests, we recorded aggregate pre-tax impairment charges with respect to our FCC licenses in various markets of $594.5 million and aggregate pre-tax impairment charges with respect to our goodwill in various markets of $7.1 million. See Note 7 to our Consolidated Financial Statements for further details regarding these impairment charges.

We utilize a discounted cash flow model as our principal valuation method, but also consider market transactions in evaluating the recoverability of goodwill and FCC licenses. As such, we have concluded that the recorded balances of these assets as of December 31, 2008 are recoverable through future cash flows. We will continue to monitor the need to test intangible assets for impairment as required by SFAS No. 142, including considering the uncertainty surrounding the current economic environment, changes in estimates of future cash flows, market transactions and volatility in the stock market, as well as in our own stock price in assessing goodwill and FCC licenses for recoverability.

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.

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

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COX  RADIO / 2008  FORM  10-K

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.

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.

Cox Radio adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes, on January 1, 2007. FIN 48 prescribes a recognition threshold and 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 settlement.

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, 2008 Compared with Year Ended December 31, 2007

(Amounts in thousands)	December 31, 2008		December 31, 2007		$ Change			% Change
Net revenues:
Local	$	290,726	$	313,196	$	(22,470	)	(7.2	%)
National		82,833		93,826		(10,993	)	(11.7	%)
Other		36,680		37,830		(1,150	)	(3.0	%)
Total net revenues	$	410,239	$	444,852	$	(34,613	)	(7.8	%)

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.

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COX  RADIO / 2008  FORM  10-K

Net revenues for 2008 decreased $34.6 million, a 7.8% decrease compared to 2007. Due to the current economic downturn, many of our advertisers have reduced spending on advertising. Local revenues decreased 7.2%, national revenues decreased 11.7% and other revenues decreased 3.0%, each as compared to 2007, due to overall weakness in the economy and the advertising market. Our stations in Long Island, Birmingham and Tulsa delivered revenue growth during 2008. Those increases were more than offset by results of our stations in Atlanta, Orlando, Miami, Tampa, San Antonio, Southern Connecticut, Jacksonville and Richmond, where revenues were down for 2008.

(Amounts in thousands)	December 31, 2008		December 31, 2007		$ Change		% Change
Cost of services (exclusive of depreciation and amortization shown below)	$	96,705	$	94,120	$	2,585	2.7	%

Cost of services is comprised of expenses incurred by our technical, news and programming departments. Cost of services increased $2.6 million, or 2.7% over 2007, due primarily to increased costs associated with programming talent, particularly in our Atlanta and Tampa markets.

(Amounts in thousands)	December 31, 2008		December 31, 2007		$ Change			% Change
Selling, general and administrative expenses	$	164,266	$	176,364	$	(12,098	)	(6.9	%)

Selling, general and administrative expenses are comprised of expenses incurred by our sales, promotion and general and administrative departments. Selling, general and administrative expenses decreased $12.1 million, or 6.9% compared to 2007, due to decreased compensation expense associated with performance units awarded under our LTIP and a decline in sales commissions and bonuses. Compensation expense for these awards is recognized over a five-year period and is based on the amount that is ultimately expected to be paid upon vesting. During 2008, we revalued our outstanding performance unit awards to reflect amounts ultimately expected to be paid out upon vesting, which resulted in a reversal of previously-accrued compensation expense to reflect updated expectations.

(Amounts in thousands)	December 31, 2008		December 31, 2007		$ Change			% Change
Corporate general and administrative expenses	$	17,344	$	20,287	$	(2,943	)	(14.5	%)
Depreciation and amortization		10,454		11,169		(715	)	(6.4	%)
Impairment of intangible assets		749,262		117,134		632,128		*
Other operating expenses, net		175		191		(16	)	(8.4	%)

*Change was not statistically meaningful.

Corporate general and administrative expenses decreased 14.5%, or $2.9 million compared to 2007, also due to a reduction in compensation expense associated with performance units awarded to corporate employees under our LTIP.

During 2008, we recorded an aggregate of $749.3 million in non-cash impairment charges for the write-down of intangible assets in accordance with SFAS No. 142, as discussed further above. These non-cash impairment charges reduced the carrying value of goodwill and FCC licenses in our Atlanta, Athens, Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Miami, Richmond, San Antonio, Southern Connecticut, Tampa and Tulsa markets to their estimated fair market values.

During the fourth quarter of 2007, we recorded a $117.1 million non-cash impairment charge for the write-down of intangible assets in accordance with SFAS No. 142. This non-cash impairment charge reduced the carrying value of goodwill and FCC licenses in our Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, Southern Connecticut and Tulsa markets to their estimated fair market values.

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COX  RADIO / 2008  FORM  10-K

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

(Amounts in thousands)	December 31, 2008			December 31, 2007		$ Change			% Change
Operating (loss) income	$	(627,967	)	$	25,587	$	(653,554	)	*

*Change was not statistically meaningful.

Our operating loss for 2008 was $628.0 million, compared to operating income of $25.6 million for 2007, due to the non-cash impairment charges discussed above. We recorded non-cash impairment charges of $749.3 million and $117.1 million in 2008 and 2007, respectively, in order to reduce the carrying value of intangible assets in certain markets to their estimated fair values.

(Amounts in thousands)	December 31, 2008		December 31, 2007		$ Change			% Change
Interest expense	$	13,696	$	21,091	$	(7,395	)	(35.1	%)

Interest expense during 2008 totaled $13.7 million, as compared to $21.1 million for 2007. This decrease was primarily attributable to a lower borrowing rate under our credit facility. The average rate on our credit facility was 3.6% during 2008 and 6.0% during 2007.

(Amounts in thousands)	December 31, 2008			December 31, 2007			$ Change			% Change
Income taxes:
Current	$	15,369		$	28,390		$	(13,021	)	(45.9	%)
Deferred		(252,997	)		(24,470	)		(228,527	)	*
Total income taxes	$	(237,628	)	$	3,920		$	(241,548	)	*

*Change was not statistically meaningful.

Income tax expense decreased to a net income tax benefit of $237.6 million during 2008, as compared to 2007, due primarily to the aggregate non-cash impairment charges recorded in 2008 discussed above. Our effective tax rates for 2008 and 2007 were 37.0% and 67.7%, respectively. The change in income tax expense was due to a combination of factors including the change in pre-tax income, differences in book and tax treatment associated with the 2007 and 2008 non-cash impairment charges and adjustments for the actual or expected resolution of income tax audits.

(Amounts in thousands)	December 31, 2008			December 31, 2007		$ Change			% Change
Net (loss) income	$	(404,002	)	$	1,867	$	(405,869	)	*

*Change was not statistically meaningful.

Our net loss for 2008 was $404.0 million, compared to net income of $1.9 million for 2007, due to the increased non-cash impairment charges discussed above and lower revenues.

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COX  RADIO / 2008  FORM  10-K

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

(Amounts in thousands)	December 31, 2007		December 31, 2006		$ Change			% Change
Net revenues:
Local	$	313,196	$	308,279	$	4,917		1.6	%
National		93,826		98,030		(4,204	)	(4.3	%)
Other		37,830		34,159		3,671		10.7	%
Total net revenues	$	444,852	$	440,468	$	4,384		1.0	%

Local revenues for 2007 increased 1.6% as compared to 2006 due to strength in our Atlanta, Birmingham and Greenville markets. Local revenues in Atlanta, our largest market, were up 11.2% in 2007 as compared to 2006. Growth in these markets was partially offset by year-over-year revenue declines in our Orlando, Tampa, San Antonio, Jacksonville and Dayton markets. National revenues decreased 4.3% from the prior year due to continued overall weakness in national advertising. However, national revenues in our Orlando and Birmingham markets were up over the prior year. Other revenues increased 10.7% compared to 2006, primarily due to a 20.4% increase in Internet revenues during that same period. Increased Internet revenues are a result of our continued focus on growing this revenue stream.

(Amounts in thousands)	December 31, 2007		December 31, 2006		$ Change		% Change
Cost of services (exclusive of depreciation and amortization shown below)	$	94,120	$	86,440	$	7,680	8.9	%

The increase in cost of services over 2006 was the result of a $2.1 million increase in pension expense related to expanded employee participation in Cox Enterprises’ defined benefit pension plan, as well as additional costs associated with programming talent and programming rights.

(Amounts in thousands)	December 31, 2007		December 31, 2006		$ Change		% Change
Selling, general and administrative expenses	$	176,364	$	171,366	$	4,998	2.9	%

The 2.9% increase in selling, general and administrative expenses over the prior year was partially attributable to expenses related to additional performance units and stock-based compensation awarded in the first quarter of 2007. Compensation expense for these awards is recognized as they vest. Additionally, there was a $3.2 million increase in pension expense related to expanded employee participation in Cox Enterprises’ defined benefit pension plan.

(Amounts in thousands)	December 31, 2007		December 31, 2006		$ Change			% Change
Corporate general and administrative expenses	$	20,287	$	19,869	$	418		2.1	%
Depreciation and amortization		11,169		11,195		(26	)	(0.2	%)
Impairment of intangible assets		117,134		176,333		(59,199	)	(33.6	%)
Other operating expenses, net		191		794		(603	)	(75.9	%)

Corporate general and administrative expenses increased $0.4 million as compared to 2006 due to additional compensation expense related to performance units and stock-based compensation awarded to corporate personnel under the LTIP in the first quarter of 2007.

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COX  RADIO / 2008  FORM  10-K

During the fourth quarter of 2007, we recorded a $117.1 million non-cash impairment charge for the write-down of intangible assets in accordance with SFAS No. 142. This non-cash impairment charge reduced the carrying value of intangible assets in our Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, Southern Connecticut and Tulsa markets to their estimated fair market values.

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

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

(Amounts in thousands)	December 31, 2007		December 31, 2006			$ Change		% Change
Operating income (loss)	$	25,587	$	(25,529	)	$	51,116	*

*Change was not statistically meaningful.

Operating income for 2007 was $25.6 million, as compared to a $25.5 million operating loss for 2006. The increase over the prior year was due to the $117.1 million impairment charge in 2007, as compared to a similar charge of $176.3 million in 2006, each as discussed above.

(Amounts in thousands)	December 31, 2007		December 31, 2006		$ Change			% Change
Interest expense	$	21,091	$	25,345	$	(4,254	)	(16.8	%)

The 16.8% decrease in interest expense over 2006 was the result of lower overall outstanding debt. The average rate on our credit facility was 6.0% during 2007 and 5.9% during 2006.

(Amounts in thousands)	December 31, 2007			December 31, 2006			$ Change		% Change
Income taxes:
Current	$	28,390		$	25,535		$	2,855	11.2	%
Deferred		(24,470	)		(51,960	)		27,490	52.9	%
Total income taxes	$	3,920		$	(26,425	)	$	30,345	*

*Change was not statistically meaningful.

Income tax expense increased $30.3 million to $3.9 million in 2007. The change in income tax expense was primarily attributable to the increase in income in 2007, changes in certain effective tax rates and adjustments for the actual or expected resolution of certain income tax audits. Our effective tax rates for 2007 and 2006 were 67.7% and 51.9%, respectively.

(Amounts in thousands)	December 31, 2007		December 31, 2006			$ Change		% Change
Net income (loss)	$	1,867	$	(24,447	)	$	26,314	*

*Change was not statistically meaningful.

Our net income for 2007 was $1.9 million, compared to a net loss of $24.4 million for 2006, primarily due to a lower non-cash impairment charge in 2007.

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COX  RADIO / 2008  FORM  10-K

Liquidity and Capital Resources

Sources and Uses of Liquidity

Primary sources of liquidity are cash provided by operations and availability under our bank credit facility. Our revolving credit facility included an $8.7 million commitment from a subsidiary of Lehman Brothers Holdings Inc. (Lehman), of which approximately $6.0 million had been funded prior to Lehman filing for protection under Chapter 11 of the Federal Bankruptcy Code on September 15, 2008. In December 2008, we amended our credit agreement to effectively terminate the commitment of the Lehman subsidiary. Repayment to the Lehman subsidiary is on the same terms as repayment of the other lenders under the revolving credit facility, except that any repayment to Lehman does not result in any further commitment by the Lehman subsidiary to lend additional amounts under the facility. As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. At December 31, 2008, Cox Radio held cash and cash equivalents of $0.6 million. Neither our access to, nor the value of, our cash equivalents has been materially affected by the recent liquidity problems of financial institutions. If the banking system or the financial markets continue to deteriorate or remain volatile, additional financing to fund potential acquisitions may not be available at all or on terms acceptable to us.

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

(Amounts in thousands)	2008		2007		2006
Acquisitions	$	48,112	$	–	$	7,688
Option to purchase radio stations(1)		–		5,000		5,000
Capital expenditures		7,308		9,420		11,537
Investment in signal upgrades		6,788		1,927		5,631
Repurchase of Class A common stock		108,993		67,716		45,227
Cash paid for income taxes		19,225		27,637		24,517

(1) We exercised this option in January 2008. For more information, see Item 1. “Business – Acquisitions and Dispositions.”

We had a shelf registration statement which, under SEC rules, expired on December 1, 2008. The two special purpose trusts that were co-registrants on this registration statement were dissolved as of December 31, 2008.

Daily cash management needs have been funded through intercompany advances from Cox Enterprises. We continue to 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 $5.9 million and $2.8 million existed at December 31, 2008 and 2007, 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. 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 (1.8% and 6.0% at December 31, 2008 and 2007, respectively), dependent upon our credit rating. Cox Enterprises owed us approximately $1.4 million at December 31, 2008 and we owed Cox Enterprises approximately $16.6 million at December 31, 2007.

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.

On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under our credit facility. The majority of the $60 million purchase price, adjusted for customary closing adjustments, was allocated to FCC licenses upon consummation of the transaction.

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COX  RADIO / 2008  FORM  10-K

We believe that our existing cash, cash generated from operations and availability under our bank credit facility will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months, including capital expenditures and debt service requirements. We expect capital expenditures to be between $8 million and $10 million for 2009. 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. Our liquidity could be negatively affected by a decrease in demand for our products and services, including the impact of changes in advertiser spending behavior that may result from the current general economic downturn.

Cash Flows

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Net cash provided by operating activities for the year ended December 31, 2008 was $104.4 million, as compared to $122.5 million for the year ended December 31, 2007. Changes in working capital resulted in a $2.1 million net source of cash for 2008, as compared to an $8.3 million net source of cash for 2007. These working capital changes are the result of routine timing differences between the receipt and payment of cash.

Net cash used in investing activities was $64.7 million for the year ended December 31, 2008, an increase of $50.0 million over the year ended December 31, 2007. This increase was primarily due to the acquisition of six radio stations serving the Athens, Georgia market, which closed on August 1, 2008.

Net cash used in financing activities was $41.2 million for the year ended December 31, 2008, a decrease of $69.0 million from the year ended December 31, 2007. During 2008, we used $109.0 million to repurchase shares of our Class A common stock, as compared to $67.7 million during 2007. See Item 5 of this report for more information regarding our stock repurchase programs. Financing activities also included $80.1 million of net borrowings under our revolving credit facility for the year ended December 31, 2008, as compared to net repayments of $60.0 million in the comparable 2007 period.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Net cash provided by operating activities for the year ended December 31, 2007 was $122.5 million, as compared to $109.0 million for the year ended December 31, 2006. The increase over the prior year was primarily due to changes in working capital, which resulted in an $8.3 million net source of cash for 2007, as compared to an $11.0 million net use of cash for 2006.

Net cash used in investing activities was $14.7 million for the year ended December 31, 2007, as compared to $30.0 million for the year ended December 31, 2006. The $15.3 million change was due to slight decreases in capital expenditures and investments in signal upgrades in 2007 as compared to 2006, as well as the $7.7 million paid to acquire WOKV-FM in 2006.

Net cash used in financing activities was $110.2 million for the year ended December 31, 2007, an increase of $32.2 million over the year ended December 31, 2006 due to increased debt repayments and repurchases of Class A common stock. During 2007, we used $67.7 million to repurchase shares of our Class A common stock, as compared to $45.2 million during 2006. Financing activities also included $60.0 million of net repayments under our revolving credit facility during 2007 and net repayments, including repayments of our 6.625% senior notes at maturity, of $25.0 million during 2006.

Debt Service

In July 2006, we entered into a five-year $600.0 million unsecured revolving credit facility. In December 2008, Cox Radio amended the credit agreement to effectively terminate the commitment of a Lehman subsidiary. As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. See “Liquidity and Capital Resources – Sources and Uses of Liquidity” for more information.

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COX  RADIO / 2008  FORM  10-K

The interest rate for the facility is, at our option:

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

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

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

The 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 unsecured long-term debt. The 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, 2008, 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, 2008, we had $400.1 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 1.8% at December 31, 2008. At December 31, 2007, we had $320.0 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 5.7% at December 31, 2007. Since the interest rate is variable, the recorded balance of the credit facility approximates fair value.

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 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. In August 2007, we amended this agreement to increase the guarantee to up to $6 million and to extend the expiration to June 2009. If our 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. At December 31, 2008 and 2007, the carrying value of this guarantee was $0.7 million and $0.6 million, respectively.

Summary Disclosures about Contractual Obligations

We 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. We anticipate funding these commitments with cash provided by operations and cash borrowed under our bank credit facility. As of December 31, 2008, we had $1.1 million of total gross unrecognized tax benefits, which are not included in the table below. We have not yet entered into substantive settlement discussions with taxing authorities and, therefore, we can not reasonably estimate the amounts or timing of payments related to any such positions.

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COX  RADIO / 2008  FORM  10-K

The aggregate minimum annual commitments associated with these contracts as of December 31, 2008 were as follows:

	Payments Due by Period
(Amounts in thousands)	Total		2009		2010 and 2011		2012 and 2013		After 2013
Operating leases	$	48,308	$	7,515	$	13,095	$	9,401	$	18,297
Capital leases		353		148		183		22		–
Long-term debt(1)		400,050		–		400,050		–		–
Interest on long-term debt(2)		43,772		21,857		21,915		–		–
Purchase commitments		137,849		51,392		46,806		39,399		252
Total	$	630,332	$	80,912	$	482,049	$	48,822	$	18,549

(1) Consists of $400 million outstanding at December 31, 2008 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. 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. Amounts disclosed assume the credit facility will be repaid and not refinanced at or prior to its expiration in 2011.

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.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. The statement also establishes disclosure requirements to enhance investors’ ability to evaluate the nature and financial effects of business combinations. The statement is effective for us beginning January 1, 2009. The impact of adopting SFAS No. 141R on our consolidated financial position and results of operations will be largely dependent on the size and nature of business combinations completed after adoption of this statement. However, we do not expect that the adoption of SFAS No. 141R will result in the identification of additional reporting units or in material effects on our goodwill impairment tests. Furthermore, we have no material remaining valuation allowances for deferred tax assets acquired in prior business combinations and have no material remaining uncertain tax positions or liabilities related to prior business combinations.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), which delays the effective date of SFAS No. 157, Fair Value Measurement (SFAS No. 157), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities was effective for us beginning January 1, 2009. We do not expect the impact of the adoption of FSP 157-2 to have a material impact on our financial position, results of operations, or cash flows.

In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). This guidance is intended to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142, and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical

39

COX  RADIO / 2008  FORM  10-K

experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. FSP 142-3 was effective for us beginning January 1, 2009. We do not expect the impact of the adoption of FSP 142-3 to have a material impact on our financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the framework for the principles used in preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS No. 162 will be effective for us 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We do not expect the impact of the adoption of SFAS No. 162 to have a material impact on our financial position, results of operations or cash flows.

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 historically engaged in several strategies to manage these market risks.

We had one interest rate swap agreement for purposes of managing borrowing costs which expired in September 2007. Pursuant to that interest rate swap agreement, we exchanged our floating rate interest obligations on $25 million in notional principal amount of debt for a fixed annual interest rate of 6.4%. Concurrently with the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, in January 2001, we formally designated the agreement as a cash flow hedge.

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, 2008, our interest expense on the revolving credit facility would increase approximately $4.0 million on an annual basis.

40

COX  RADIO / 2008  FORM  10-K

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, 2008 based on the 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, 2008.

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

/s/ Robert F. Neil	/s/ Charles L. Odom
Robert F. Neil	Charles L. Odom
President and Chief Executive Officer	Chief Financial Officer

41

COX  RADIO / 2008  FORM  10-K

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the internal control over financial reporting of Cox Radio, Inc. and subsidiaries (the “Company”) as of December 31, 2008, 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, included in the accompanying “Management Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, 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, 2008 and 2007, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008, and the financial statement schedule listed in the Index at Item 15, and our report, dated March 13, 2009, expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2009

42

COX  RADIO / 2008  FORM  10-K

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, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. 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 consolidated 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, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, 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 Company’s internal control over financial reporting as of December 31, 2008, 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, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2009

43

COX  RADIO / 2008  FORM  10-K

CONSOLIDATED BALANCE SHEETS

	December 31,
(Amounts in thousands, except share data)	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	603		$	2,009
Accounts and notes receivable, less allowance for doubtful accounts of $4,163 and $2,948, respectively		73,309			85,555
Income taxes receivable		1,421			–
Prepaid expenses and other current assets		5,840			5,650
Amounts due from Cox Enterprise		1,396			–
Total current assets		82,569			93,214
Property and equipment, net		72,575			72,528
FCC licenses and other intangible assets, net		928,935			1,592,542
Goodwill		190,017			211,608
Other assets		17,991			27,472
Total assets	$	1,292,087		$	1,997,364
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	20,157		$	29,340
Accrued salaries and wages		8,953			2,920
Accrued interest		347			833
Income taxes payable		–			1,338
Amounts due to Cox Enterprises		–			16,602
Other current liabilities		7,552			5,150
Total current liabilities		37,009			56,183
Long-term debt		400,050			320,000
Deferred income taxes		190,548			442,990
Other long-term liabilities		17,758			23,951
Total liabilities		645,365			843,124
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; 43,279,850 and 43,191,705 shares issued and 21,749,757 and 31,735,087 shares outstanding at December 31, 2008 and 2007, respectively		14,282			14,253
Class B common stock, $0.33 par value; 135,000,000 shares authorized; 58,733,016 shares issued and outstanding at December 31, 2008 and 2007		19,382			19,382
Additional paid-in capital		648,074			642,626
Retained earnings		228,386			632,388
		910,124			1,308,649
Less: Class A common stock held in treasury (21,530,093 and 11,456,618 shares at cost at December 31, 2008 and 2007, respectively)		(263,402	)		(154,409	)
Total shareholders’ equity		646,722			1,154,240
Total liabilities and shareholders’ equity	$	1,292,087		$	1,997,364

See notes to consolidated financial statements.

44

COX  RADIO / 2008  FORM  10-K

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
(Amounts in thousands, except per share data)	2008			2007			2006
Net revenues:
Local	$	290,726		$	313,196		$	308,279
National		82,833			93,826			98,030
Other		36,680			37,830			34,159
Total net revenues		410,239			444,852			440,468
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown below)		96,705			94,120			86,440
Selling, general and administrative		164,266			176,364			171,366
Corporate general and administrative		17,344			20,287			19,869
Depreciation and amortization		10,454			11,169			11,195
Impairment of intangible assets		749,262			117,134			176,333
Other operating expenses, net		175			191			794
Operating (loss) income		(627,967	)		25,587			(25,529	)
Other income (expense):
Interest expense		(13,696	)		(21,091	)		(25,345	)
Other, net		33			1,291			2
(Loss) income before income taxes		(641,630	)		5,787			(50,872	)
Current income tax expense		15,369			28,390			25,535
Deferred income tax benefit		(252,997	)		(24,470	)		(51,960	)
Total income tax (benefit) expense		(237,628	)		3,920			(26,425	)
Net (loss) income	$	(404,002	)	$	1,867		$	(24,447	)
Net (loss) income per share – basic Net (loss) income per common share	$	(4.80	)	$	0.02		$	(0.25	)
Net (loss) income per share – diluted Net (loss) income per common share	$	(4.80	)	$	0.02		$	(0.25	)
Weighted average common shares outstanding – basic		84,111			93,915			96,012
Weighted average common shares outstanding – diluted		84,111			94,513			96,012

See notes to consolidated financial statements.

45

COX  RADIO / 2008  FORM  10-K

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Class A Common Stock

Class B Common Stock

Additional Paid-in Capital

Unearned Comp- ensation

Accumulated Other Compre- hensive Income

Retained Earnings

Treasury Stock

Total

(Amounts in thousands)

Shares

Amount

Shares

Amount

Shares

Amount

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

Comprehensive income:

Net income

–

–

–

–

–

–

–

1,867

–

–

1,867

Unrealized loss on interest rate swaps

–

–

–

–

–

–

(410

)

–

–

–

(410

)

Reclassification to earnings of transition adjustments

–

–

–

–

–

–

42

–

–

–

42

Comprehensive income

1,499

Stock-based compensation expense

–

–

–

–

2,099

–

–

–

–

–

2,099

Repurchase of Class A common stock

–

–

–

–

–

–

–

–

5,357

(67,716

)

(67,716

)

Issuance of Class A common stock related to incentive plans

273

90

–

–

210

–

–

–

–

–

300

Tax benefit of stock options exercised

–

–

–

–

19

–

–

–

–

–

19

Balance at December 31, 2007

43,192

14,253

58,733

19,382

642,626

–

–

632,388

11,457

(154,409

)

1,154,240

Net loss

–

–

–

–

–

–

–

(404,002

)

–

–

(404,002

)

Stock-based compensation expense

–

–

–

–

4,251

–

–

–

–

–

4,251

Repurchase of Class A common stock

–

–

–

–

–

–

–

–

10,073

(108,993

)

(108,993

)

Issuance of Class A common stock related to incentive plans

88

29

–

–

1,272

–

–

–

–

–

1,301

Tax benefit of stock options exercised

–

–

–

–

(75

)

–

–

–

–

–

(75

)

Balance at December 31, 2008

43,280

$

14,282

58,733

$

19,382

$

648,074

$

–

$

–

$

228,386

21,530

$

(263,402

)

$

646,722

See notes to consolidated financial statements.

46

COX  RADIO / 2008  FORM  10-K

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(Amounts in thousands)	2008			2007			2006
Cash flows from operating activities:
Net (loss) income	$	(404,002	)	$	1,867		$	(24,447	)
Items not requiring cash:
Depreciation and amortization		10,454			11,169			11,195
Deferred income taxes		(252,997	)		(24,470	)		(51,960	)
Compensation expense related to long-term incentive plans		(4,077	)		6,528			4,618
Other		601			(647	)		662
Impairment of intangible assets		749,262			117,134			176,333
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
Decrease (increase) in accounts receivable		12,421			(1,383	)		(2,272	)
(Decrease) increase in accounts payable and accrued expenses		(6,634	)		8,155			(2,849	)
(Decrease) increase in accrued salaries and wages		(1,666	)		413			(192	)
Decrease in accrued interest		(486	)		(362	)		(5,774	)
(Decrease) increase in income taxes payable		(3,781	)		734			194
Other, net		5,345			3,394			3,463
Net cash provided by operating activities		104,440			122,532			108,971
Cash flows from investing activities:
Capital expenditures		(7,308	)		(9,420	)		(11,537	)
Acquisitions and related expenses, net of cash acquired		(48,112	)		–			(7,688	)
Option to purchase radio stations		–			(5,000	)		(5,000	)
Investment in signal upgrades		(6,788	)		(1,927	)		(5,631	)
Proceeds from sales of assets		19			132			46
Proceeds from insurance recovery		1,650			1,950			–
Increase in amounts due from Cox Enterprises, net		(1,396	)		–			–
Other, net		(2,742	)		(456	)		(220	)
Net cash used in investing activities		(64,677	)		(14,721	)		(30,030	)
Cash flows from financing activities:
Net borrowings (repayments) of revolving credit facilities		80,050			(60,000	)		225,000
Repayment of 6.625% note		–			–			(250,000	)
Proceeds from issuances of stock related to stock-based compensation plans		1,301			300			4,528
Tax benefit of stock options exercised		(75	)		19			824
Repurchase of Class A common stock		(108,993	)		(67,716	)		(45,227	)
Increase (decrease) in book overdrafts		3,150			(1,368	)		(1,262	)
(Decrease) increase in amounts due to Cox Enterprises, net		(16,602	)		18,582			(11,878	)
Net cash used in financing activities		(41,169	)		(110,183	)		(78,015	)
Net (decrease) increase in cash and cash equivalents		(1,406	)		(2,372	)		926
Cash and cash equivalents at beginning of year		2,009			4,381			3,455
Cash and cash equivalents at end of year	$	603		$	2,009		$	4,381

See notes to consolidated financial statements.

47

COX  RADIO / 2008  FORM  10-K

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 77% of the common stock of Cox Radio and has approximately 97% 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 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.

Allowance for Doubtful Accounts

Cox Radio evaluates the collectibility of its accounts and notes receivable based on a combination of factors. In circumstances where Cox Radio is aware of a specific party’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what Cox Radio believes 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, economic conditions that may affect the debtor’s ability to repay and such other factors as, in Cox Radio’s judgment, deserve recognition under existing economic conditions. Accounts and notes receivable are charged-off to the allowance when, in Cox Radio’s opinion, such receivables are deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. In addition, Cox Radio considers the customer’s creditworthiness prior to revenue recognition.

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.

48

COX  RADIO / 2008  FORM  10-K

Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2008, 2007 and 2006 were $6.8 million, $7.7 million and $8.4 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.

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. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, Cox Radio does not amortize goodwill or FCC licenses, which are indefinite-lived intangible assets. Other intangible assets are amortized over their contractual or useful lives in a manner consistent with how the assets are expected to contribute to cash flows.

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 fair value, 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.

In performing impairment tests, the estimated fair values of Cox Radio’s FCC licenses and reporting units are determined using a discounted cash flow model with the assistance of an independent appraiser. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections, and anticipated operating profit margins. The variables used in the analysis reflect historical station and advertising market trends, as well as anticipated future performance and market conditions, and vary based on the size and rank of the market, the ratings of our stations and other economic factors specific to the geographic area. Multiples of operating cash flow derived from market transactions are also considered in order to corroborate the estimated values derived from the discounted cash flow models.

Assumptions about the economy, future cash flows, growth rates, and discount rates used in developing discounted cash flow analyses are subjective. Cox Radio considers the assumptions used in the fair value estimates to be reasonable. However, had Cox Radio used different assumptions, reported results may have varied, possibly materially.

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.

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COX  RADIO / 2008  FORM  10-K

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.

Cox Radio adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

Incentive Compensation Plans

Cox Radio’s Third Amended and Restated Long-Term Incentive Plan (LTIP) consists of a mix of performance awards and restricted stock. 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. 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, 2008, Cox Radio had two stock-based employee compensation plans, the LTIP and an Employee Stock Purchase Plan (ESPP). Cox Radio accounts for these plans under the fair value recognition provisions of SFAS No. 123 (revised 2004), Share Based Payment (SFAS No. 123R).

Pension and Post-retirement 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. In December 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.

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COX  RADIO / 2008  FORM  10-K

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 24%, 25% and 23% of total revenues for the years ended December 31, 2008, 2007 and 2006, 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 December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. The statement also establishes disclosure requirements to enhance investors’ ability to evaluate the nature and financial effects of business combinations. The statement is effective for Cox Radio beginning January 1, 2009. The impact of adopting SFAS No. 141R on Cox Radio’s consolidated financial position and results of operations will be largely dependent on the size and nature of business combinations completed after adoption of this statement. However, Cox Radio does not expect that the adoption of SFAS No. 141R will result in the identification of additional reporting units or in material effects on its goodwill impairment tests. Furthermore, Cox Radio has no material remaining valuation allowances for deferred tax assets acquired in prior business combinations and has no material remaining uncertain tax positions or liabilities related to prior business combinations.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), which delays the effective date of SFAS No. 157, Fair Value Measurement (SFAS No. 157), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 was effective for Cox Radio beginning January 1, 2009. Cox Radio does not expect the impact of the adoption of FSP 157-2 to have a material impact on its financial position, results of operations or cash flows.

In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). This guidance is intended to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. FSP 142-3 was effective for Cox Radio beginning January 1, 2009. Cox Radio does not expect the impact of the adoption of FSP 142-3 to have a material impact on its financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the framework for the principles used in preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS No. 162 will be effective for Cox Radio 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Cox Radio does not expect the impact of the adoption of SFAS No. 162 to have a material impact on its financial position, results of operations or cash flows.

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COX  RADIO / 2008  FORM  10-K

3. Earnings Per Common Share and Capital Structure

	Year Ended December 31,
(Amounts in thousands, except per share data)	2008			2007		2006
Net (loss) income	$	(404,002	)	$	1,867	$	(24,447	)
Earnings Per Share – Basic Weighted-average common shares outstanding		84,111			93,915		96,012
Net (loss) income per common share – basic	$	(4.80	)	$	0.02	$	(0.25	)
Earnings Per Share – Diluted Weighted-average common shares outstanding		84,111			93,915		96,012
Effect of dilutive securities:
Long-Term Incentive Plan		–			561		–
Employee Stock Purchase Plan		–			37		–
Shares applicable to earnings per share – diluted		84,111			94,513		96,012
Net (loss) income per common share – diluted	$	(4.80	)	$	0.02	$	(0.25	)

The following table summarizes the securities excluded from the computation of Net (loss) income per common share – diluted for each of the years ended December 31, 2008, 2007 and 2006. Amounts were excluded from the computation because their inclusion would have been anti-dilutive.

	Year Ended December 31,
(Amounts in thousands)	2008	2007	2006
Stock options	5,726	5,962	6,854
Restricted stock	898	–	455
Performance units	–	–	2,225
ESPP purchase rights	–	–	155
Total	6,624	5,962	9,689

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. When Cox Radio enters into an LMA or a JSA, the broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs are included in Cox Radio’s operations since the respective effective dates of such agreements. Cox Radio currently has no LMAs and one JSA.

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 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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COX  RADIO / 2008  FORM  10-K

On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under Cox Radio’s credit facility. Of the $60.0 million purchase price, $54.7 million was allocated to FCC licenses, $1.3 million was allocated to other intangible assets, $1.3 million was allocated to goodwill and the remainder was allocated to property and equipment, based on third-party fair value appraisals. The goodwill is deductible for tax purposes.

The results of operations for these acquired stations were not material to the consolidated results of operations of Cox Radio. Therefore, pro forma financial information assuming the transactions were consummated on January 1, 2006 is not presented.

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,
(Amounts in thousands)	2008			2007
Land	$	9,242		$	8,180
Buildings and building improvements		37,421			34,534
Broadcast equipment		118,041			111,800
Construction in progress		1,897			4,117
Property and equipment, at cost		166,601			158,631
Less accumulated depreciation		(94,026	)		(86,103	)
Net property and equipment	$	72,575		$	72,528

Depreciation expense was $10.4 million for the year ended December 31, 2008 and $11.2 million for each of the years ended December 31, 2007 and 2006.

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 2008, for the year ended December 31, 2007, Cox Radio performed its annual tests for impairment and recorded an impairment charge of $113.1 million to reduce the carrying value of FCC licenses at the Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond and Southern Connecticut 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, 2007. Additionally, as a result of the impairment test, Cox Radio recorded a goodwill impairment charge of $4.0 million in the fourth quarter as reflected in the Consolidated Statement of Income for the year ended December 31, 2007. The $4.0 million reflects charges to reduce the carrying value of goodwill at the Tulsa market to its estimated fair value.

In connection with preparing the financial statements for the period ended June 30, 2008, Cox Radio concluded, based on deteriorating macro-economic factors, as well as declining radio industry revenues and a weakening in prevailing radio station transaction multiples, that a interim impairment tests pursuant

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COX  RADIO / 2008  FORM  10-K

to SFAS No. 142 were appropriate. In connection with these interim impairment tests as of June 30, 2008, the terminal value growth rate used in the fair value estimates was decreased to reflect declines in the general economy and advertising market. These interim tests incorporated decreases in projections for future market performance as well as a decrease in estimated terminal value growth rates. Based on these tests, Cox Radio recorded an impairment charge of $131.9 million to reduce the carrying value of FCC licenses in the Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, San Antonio and Southern Connecticut markets to their estimated fair value. Additionally, as a result of the impairment tests, Cox Radio recorded a goodwill impairment charge of $15.7 million to reduce the carrying value of goodwill in the Miami, San Antonio and Tulsa markets to their estimated fair values.

In connection with the annual impairment tests as of December 31, 2008, Cox Radio further revised its projections of future market operating performance, and took into consideration the continued decline in the general economy, the advertising industry and Cox Radio’s market capitalization. The discount rate used also was increased to reflect changes in the overall credit environment. Based on these tests, Cox Radio recorded a non-cash impairment charge of $594.5 million to reduce the carrying value of FCC licenses in the Atlanta, Athens, Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Miami, Richmond, San Antonio, Southern Connecticut, Tampa and Tulsa markets to their estimated fair value. Additionally, an impairment charge of $7.1 million was recorded to reduce the carrying value of goodwill in the Athens, Greenville, Honolulu, Houston, Jacksonville and Richmond markets to their estimated fair values.

Cox Radio utilizes a discounted cash flow model as its principal valuation method, but also considers market transactions in evaluating the recoverability of goodwill and FCC licenses, and has concluded that the recorded balances of these assets as of December 31, 2008 are recoverable through future cash flows. Cox Radio will continue to monitor the need to test intangible assets for impairment as required by SFAS No. 142, including considering the uncertainty surrounding the current economic environment, changes in estimates of future cash flows, market transactions and volatility in the stock market, as well as in Cox Radio’s own stock price, in assessing goodwill and FCC licenses for recoverability. Due to the uncertainty of future economic conditions and their impact on Cox Radio’s financial performance, further downward revisions to the estimated fair values of certain markets or FCC licenses could result in future impairment charges.

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

(Amounts in thousands)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
December 31, 2008
FCC licenses and other intangible assets, net	$	928,992	$	57	$	928,935
Goodwill		190,017		–		190,017
December 31, 2007
FCC licenses and other intangible assets, net	$	1,593,120	$	578	$	1,592,542
Goodwill		211,608		–		211,608

Amortization expense for each of the years ended December 31, 2008, 2007 and 2006 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.

On August 1, 2008, Cox Radio consummated the acquisition of six radio stations serving the Athens, Georgia market. The six stations – WNGC-FM, WGMG-FM, WPUP-FM, WGAU-AM, WRFC-AM and WXKT-FM – were acquired for approximately $60 million, less $12 million previously paid to the sellers. Of the $60 million purchase price, $54.7 million was allocated to FCC licenses, $1.3 million was allocated to other intangible assets and $1.3 million was allocated to goodwill.

In July 2008, Cox Radio completed a signal upgrade for WRKA-FM in Louisville, Kentucky and, in connection therewith, reclassified $6.8 million from other assets to FCC licenses.

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COX  RADIO / 2008  FORM  10-K

In December 2007, Cox Radio completed a signal upgrade for WKHK-FM in Richmond, Virginia and, in connection therewith, reclassified $3.3 million from other assets to FCC licenses.

8. Income Taxes

Income tax (benefit) expense is summarized as follows:

	Year Ended December 31,
(Amounts in thousands)	2008			2007			2006
Current:
Federal	$	12,490		$	25,061		$	28,246
State		2,879			3,329			(2,711	)
Total current		15,369			28,390			25,535
Deferred:
Federal		(217,433	)		(20,294	)		(38,995	)
State		(35,564	)		(4,176	)		(12,965	)
Total deferred		(252,997	)		(24,470	)		(51,960	)
Total income tax (benefit) expense	$	(237,628	)	$	3,920		$	(26,425	)

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

	December 31,
(Amounts in thousands)	2008			2007
Current deferred tax assets:
Provision for doubtful accounts	$	1,606		$	1,135
Other		300			216
Total net current assets	$	1,906		$	1,351
Noncurrent deferred tax assets (liabilities):
Property and equipment	$	(7,466	)	$	(5,315	)
Intangibles		(191,325	)		(447,515	)
Employee compensation and benefits		6,791			8,323
Other		1,452			1,517
Total net noncurrent liabilities		(190,548	)		(442,990	)
Net deferred tax liabilities	$	(188,642	)	$	(441,639	)

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COX  RADIO / 2008  FORM  10-K

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

	Year Ended December 31,
(Amounts in thousands)	2008			2007			2006
Federal statutory income tax rate		35	%		35	%		35	%
Computed tax (benefit) expense at federal statutory rates on income before income taxes	$	(224,570	)	$	2,025		$	(17,806	)
State income taxes (net of federal tax benefit)		(21,916	)		541			(1,354	)
Change in estimated effective state tax rates		533			(589	)		(4,014	)
Impairment of intangible assets		7,536			1,392			859
Entertainment disallowance		727			754			683
Adjustments and settlements (federal and state)		(596	)		(303	)		(5,185	)
Other, net		658			100			392
Income tax (benefit) expense	$	(237,628	)	$	3,920		$	(26,425	)

Each year, Cox Radio analyzes its effective rate for deferred state income tax purposes. The appropriate rate is determined based upon 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 $0.5 million, $(0.6) million and $(4.0) million were recorded in 2008, 2007 and 2006, respectively.

Cox Radio adopted the provisions of FIN 48 on January 1, 2007. FIN 48 prescribes a recognition threshold and 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 settlement. The adoption of FIN 48 did not have a material impact on Cox Radio’s financial position or results of operations.

Total unrecognized tax benefits as of December 31, 2008 were $1.1 million, of which approximately $0.9 million would impact the effective tax rate if Cox Radio were to recognize the tax benefit for such positions. Total unrecognized tax benefits as of December 31, 2007 were $2.1 million, of which approximately $1.5 million would impact the effective tax rate if Cox Radio were to recognize the tax benefit for such positions.

A reconciliation of the beginning and ending amounts of the liability for unrecognized tax benefits is provided below. Amounts presented exclude interest on unrecognized tax benefits:

	December 31,
(Amounts in thousands)	2008			2007
Balance at beginning of year	$	1,711		$	2,275
Additions (reductions) based on tax positions of prior years		140			(200	)
Additions based on tax positions of the current year		202			155
Settlements		(936	)		(272	)
Lapse of applicable statute of limitations		(185	)		(247	)
Balance at end of year	$	932		$	1,711

While it is reasonably possible that the amount of unrecognized tax benefits will increase or decrease within the next 12 months due to the settlement of ongoing audits or the lapse of statute of limitations, Cox Radio does not expect any change in the amount of unrecognized tax benefits to be material to the financial statements.

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COX  RADIO / 2008  FORM  10-K

During 2008, Cox Radio’s federal income tax return examinations were completed for tax years 2004 and 2005. Various states are currently conducting examinations of our income tax returns for tax years 2004 through 2006.

Cox Radio classifies interest and penalties associated with its unrecognized tax benefits as a component of income tax expense. Cox Radio accrued a benefit for interest and penalties of approximately $0.3 million and $0.1 million associated with unrecognized tax benefits during 2008 and 2007, respectively. At December 31, 2008 and 2007, Cox Radio recorded a liability for potential interest and penalties of approximately $0.1 million and $0.4 million, respectively.

9. Long-Term Debt, Commitments and Contingencies

At December 31, 2008 and 2007, outstanding long-term debt consisted only of amounts borrowed under Cox Radio’s five-year $600.0 million unsecured revolving credit facility described below. In December 2008, Cox Radio amended its credit agreement to effectively terminate the commitment of a subsidiary of Lehman Brothers Holdings, Inc. (Lehman). As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. The interest rate for the facility is, at Cox Radio’s option:

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

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

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

The 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 unsecured long-term debt. The 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, 2008, 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, 2008, Cox Radio had $400.1 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 1.8% at December 31, 2008. At December 31, 2007, Cox Radio had $320.0 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 5.7% at December 31, 2007. Since the interest rate is variable, the recorded balance of the credit facility approximates fair value.

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. In August 2007, Cox Radio amended this agreement to increase the guarantee to up to $6 million and to extend the expiration to June 2009. 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. At December 31, 2008 and 2007, the carrying value of this guarantee was $0.7 million and $0.6 million, respectively.

In January 2005, Cox Radio paid $2 million for an option to purchase five radio stations serving the Athens, Georgia market for $60 million. Under the terms of the option agreement, Cox Radio paid the sellers $5 million in each of July 2006 and July 2007. In January 2008, Cox Radio exercised its option, and in February 2008, Cox Radio entered into a definitive asset purchase agreement to acquire the original five radio stations subject to the option and an additional station in Washington, Georgia, for $60 million, less amounts previously paid of $12 million. The station in Washington, Georgia has been relocated to Athens, Georgia. Cox Radio consummated this acquisition on August 1, 2008.

Cox Radio had an effective shelf registration statement which, under SEC rules, expired on December 1, 2008.

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COX  RADIO / 2008  FORM  10-K

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 $11.0 million, $10.2 million and $10.0 million in 2008, 2007 and 2006, respectively. Future minimum lease payments for all non-cancelable operating and capital leases for each of the five years subsequent to December 31, 2008 are $7.7 million, $7.2 million, $6.1 million, $5.1 million and $4.3 million, respectively, and $18.3 million thereafter.

Cox Radio also has various other purchase commitments, including contracts for sports programming and on-air personalities.

10. Shareholders’ Equity

In August 2005, Cox Radio’s Board of Directors authorized a share repurchase program pursuant to which Cox Radio was authorized to repurchase up to $100 million of its outstanding shares of Class A common stock. Final repurchases under this program were made in August 2007.

In May 2007, Cox Radio’s Board of Directors authorized a second share repurchase program pursuant to which Cox Radio was authorized to repurchase up to $100 million of its outstanding shares of Class A common stock. Final repurchases under this program were made in April 2008.

In March 2008, the Board of Directors authorized a third share repurchase program through which Cox Radio, from time to time, may repurchase up to $100 million of its Class A common stock in the open market or through privately negotiated transactions, with the amount and timing of repurchases to be determined by the company’s management.

As of December 31, 2008, Cox Radio had purchased 21.4 million shares under all authorized programs for an aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Repurchased shares are held in treasury. As of December 31, 2008, $38.6 million remained authorized as available to repurchase outstanding shares under the third program. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice.

11. Retirement Plans

Cox Enterprises Pension and Post-retirement Benefits

Eligible Cox Radio employees participate in the funded, noncontributory defined benefit pension plan of Cox Enterprises and certain employees participate in one of two unfunded, non-qualified supplemental pension plans of Cox Enterprises. 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. Additionally, 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 Enterprises uses a measurement date of December 31^st for its pension and post-retirement benefit plans.

Pension expense allocated to and contributed by Cox Radio related to the plans was $6.8 million, $6.2 million and $1.1 million for the years ended December 31, 2008, 2007 and 2006, respectively. Post-retirement health care expense allocated to and contributed by Cox Radio related to the plan was $0.9 million, $0.9 million and $0.8 million for the years ended December 31, 2008, 2007 and 2006, respectively.

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Cox Enterprises Savings and Investment Plan

In addition, substantially all of Cox Radio’s employees are eligible to participate in the 401(k) 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 for each of the years ended December 31, 2008, 2007 and 2006.

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, participate in a separate non-qualified savings restoration plan sponsored by Cox Radio. 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. 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 and Long-Term Incentive Plans

During the years ended December 31, 2008, 2007 and 2006, Cox Radio accounted for two stock-based employee compensation plans, restricted stock issued under the LTIP and the Employee Stock Purchase Plan (ESPP). Cox Radio accounts for these plans in accordance with SFAS No. 123R, which requires the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. The total compensation cost charged against income for these plans was $4.3 million, $2.1 million and $1.6 million for the years ended December 31, 2008, 2007 and 2006, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $1.6 million, $0.7 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively. Specific information regarding each plan is presented below.

Cox Radio Employee Stock Purchase Plan

During 2006, Cox Radio adopted an ESPP under which Cox Radio was authorized to issue purchase rights totaling 500,000 shares of Class A common stock. The ESPP provided for four alternate entry dates: July 1, 2006, January 1, 2007, July 1, 2007 and January 1, 2008. Employees were eligible to participate in the plan as of the first entry date on which they were employed and regularly scheduled to work at least 20 hours per week. Under the terms of the ESPP, the purchase price was 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 plan, which was $10.82. Under the ESPP, “fair market value” was defined as the average of the closing prices of Class A common stock on the New York Stock Exchange for the 10-day period ending on the applicable date. The initial purchase price was set at $10.97, $13.69, $12.57 and $10.39 for the first, second, third and fourth grant dates, respectively. Purchase rights equivalent to 159,201 shares, 5,888 shares, 4,350 shares and 312 shares of Class A common stock were issued under the ESPP with respect to the first, second, third and fourth entry dates, respectively. Employees were allowed to purchase the shares via payroll deductions through June 30, 2008, at which time the plan terminated and 116,570 shares of Class A common stock were issued to the remaining plan participants. During 2008, 2007 and 2006, 3,640 shares, 2,251 shares and 170 shares, respectively, were issued under the ESPP due to cancellation of employees’ participation or termination of employment.

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

	November 1, 2007			May 1, 2007			November 1, 2006			May 1, 2006
Risk-free interest rate		3.26	%		4.93	%		4.85	%		5.16	%
Expected life		0.5 years			1.0 year			1.5 years			2.0 years
Expected stock price volatility		32.00	%		26.40	%		24.00	%		22.50	%
Expected dividend yield		n/a			n/a			n/a			n/a
Fair value at enrollment date	$	2.22		$	3.25		$	4.52		$	4.22

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 (including restricted

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stock units), 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. Cox Radio currently has stock options, restricted stock awards, restricted stock units and performance units outstanding under its LTIP. Each of these is discussed further below.

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 earnings for the year of the performance award payment.

Restricted Stock

Awards of performance-based restricted stock are dependent upon the achievement of pre-established performance criteria. Once granted, restricted stock awards normally become 100% vested five years after the date of grant. Awards of restricted stock are subject to a risk of forfeiture until the vesting date. Cox Radio has issued both standard restricted stock awards and restricted stock units. Unlike standard restricted stock awards, no shares of common stock are issued upon the date of grant of restricted stock units. Instead, restricted stock units represent an agreement to issue Class A common stock upon vesting.

A summary of the status of Cox Radio’s restricted stock granted (includes both standard awards and restricted stock units) as of December 31, 2008 and changes during the year then ended is presented below:

	Shares		Weighted- Average Grant-Date Fair Value
Restricted shares at beginning of year	704,782		$	14.94
Granted	392,360			11.79
Vested	(142,199	)		15.42
Forfeited	(56,510	)		13.78
Restricted shares at end of year	898,433		$	13.56

As of December 31, 2008, there was $ 4.5 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 3.1 years, as the awards vest. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006 was $1.7 million, less than $0.1 million and $0.1 million, respectively.

Non-Qualified Stock Options

Non-qualified stock 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.

A summary of the status of Cox Radio’s stock options granted under the LTIP as of December 31, 2008 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	5,889,817		$21.80
Granted	–		–
Exercised	–		–
Forfeited	(323,773	)	20.00
Outstanding at end of year	5,566,044		$21.91	3.9 years	$ –
Options exercisable at year-end	4,990,689		$22.31	3.6 years	$ –

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There were no options granted during the years ended 2008, 2007 or 2006. Total cash received from options exercised during the years ended December 31, 2007 and 2006 was $0.3 million and $3.4 million, respectively. There were no options exercised during the year ended December 31, 2008. The total intrinsic value of options exercised during the years ended December 31, 2007 and 2006, was $0.1 million and $2.1 million, respectively. All options outstanding are fully vested.

Performance Units

During the years ended December 31, 2008, 2007 and 2006, Cox Radio also accounted for awards of performance units, which are not a form of stock-based compensation under SFAS No. 123R, but are issued under Cox Radio’s LTIP. Compensation expense related to performance units is recognized over the five-year vesting period based on the amount that is expected to be paid upon vesting of the awards. Performance units are issued under the LTIP and payouts, if any, are based on Cox Radio’s financial performance over a five-year period. During the second quarter of 2008, based on deteriorating macro-economic factors, Cox Radio revalued its outstanding performance unit awards to reflect amounts ultimately expected to be paid out upon vesting, which resulted in a reversal of previously-accrued compensation expense to reflect updated expectations. A second revaluation was performed as of December 31, 2008, which resulted in further reversals of previously-accrued compensation expense to reflect current expectations. For the years ended December 31, 2008, 2007 and 2006, compensation expense recognized in the income statement for performance units was $(9.0) million, $4.0 million and $2.8 million, respectively.

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 $5.9 million and $2.8 million existed at December 31, 2008 and 2007, 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 (1.8 % and 6.0% at December 31, 2008 and 2007, respectively), dependent upon Cox Radio’s credit rating. Cox Enterprises owed Cox Radio approximately $1.4 million at December 31, 2008, and Cox Radio owed Cox Enterprises approximately $16.6 million at December 31, 2007.

Cox Radio receives certain management services from Cox Enterprises and its wholly-owned subsidiary, Cox Media Group, Inc. (formerly 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, 2008, 2007 and 2006 of approximately $3.4 million, $3.2 million and $3.2 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,

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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% of this company. 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 $ 0.6 million, $0.6 million and $0.7 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Cox Radio’s employees participate in certain Cox Enterprises employee benefit plans, and Cox Radio made payments to Cox Enterprises in 2008 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $11.1 million, retiree medical payments of approximately $0.2 million, post-employment benefits of approximately $0.7 million and pension plan payments of approximately $ 5.9 million. Costs incurred for these items in 2007 and 2006 were self-insured employee medical insurance costs of approximately $10.7 million and $10.5 million, respectively; retiree medical payments of approximately $0.2 and $0.1 million, respectively; post-employment benefits of approximately $0.7 million for each year; and pension plan payments of approximately $6.2 million and $1.1 million, respectively.

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

(Amounts in thousands)
Due to Cox Enterprises, December 31, 2005	$(9,898)
Cash transferred to Cox Enterprises		433,612
Acquisitions		(7,688	)
Borrowing 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
Cash transferred to Cox Enterprises		444,188
Acquisitions		(5,000	)
Repayments of revolver		(60,000	)
Repurchase of Class A common stock		(67,716	)
Net operating expense allocations and reimbursements		(330,054	)
Due to Cox Enterprises, December 31, 2007		(16,602	)
Cash transferred to Cox Enterprises		421,716
Acquisitions		(48,112	)
Borrowing on revolver		80,050
Repurchase of Class A common stock		(108,993	)
Net operating expense allocations and reimbursements		(326,663	)
Due from Cox Enterprises, December 31, 2008	$	1,396

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

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 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 $0.9 million, $0.9 million and $0.8 million for the years ended December 31, 2008, 2007 and 2006, respectively.

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Cox Radio has entered into lease agreements with Cox Media Group 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 for each of the years ended December 31, 2008, 2007 and 2006.

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, 2008, 2007 and 2006, the amount purchased was $0.3 million, $0.4 million and $0.6 million, respectively.

Television stations located in Atlanta, Georgia and Orlando, Florida, as well as newspaper operations located in Atlanta, Georgia, all owned indirectly by Cox Enterprises, from time to time purchase radio advertising at regular commercial rates. For the years ended December 31, 2008, 2007 and 2006 the aggregate amount purchased was $1.9 million, $1.8 million and $2.2 million, respectively. Cox Radio may also, from time to time, purchase advertising at regular commercial rates from television stations located in Atlanta and Orlando owned indirectly by Cox Enterprises. For the years ended December 31, 2008, 2007 and 2006, the aggregate amount purchased was $0.3 million, $0.7 million and $0.6 million, respectively.

14. Supplemental Cash Flow Information

(Amounts in thousands)	2008		2007		2006
Additional cash flow information:
Cash paid for interest	$	14,452	$	21,453	$	31,132
Cash paid for income taxes		19,225		27,637		24,517

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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.

(Amounts in thousands, except per share data)	1st Quarter		2nd Quarter			3rd Quarter		4th Quarter
2008
Net revenues	$	97,802	$	108,228		$	104,864	$	99,345
Cost of services (exclusive of depreciation and amortization shown below)		23,618		22,485			25,114		25,488
Selling, general and administrative		40,329		41,670			41,715		40,552
Corporate general and administrative expenses		5,967		2,920			4,865		3,592
Depreciation and amortization		2,701		2,637			2,584		2,532
Impairment of intangible assets		–		147,633			–		601,629
Other operating expenses, net		43		18			73		41
Operating income (loss)	$	25,144	$	(109,135	)	$	30,513	$	(574,489	)
Net income (loss)		12,809		(75,357	)		15,871		(357,325	)
Net income (loss) per common share – basic	$	0.15	$	(0.88	)	$	0.19	$	(4.45	)
Net income (loss) per common share – diluted		0.14		(0.88	)		0.19		(4.45	)
2007
Net revenues	$	100,753	$	118,002		$	111,765	$	114,332
Cost of services (exclusive of depreciation and amortization shown below)		22,868		22,715			24,242		24,295
Selling, general and administrative		41,282		49,115			42,229		43,738
Corporate general and administrative expenses		5,307		5,402			5,334		4,244
Depreciation and amortization		3,025		2,701			2,741		2,702
Impairment of intangible assets		–		–			–		117,134
Other operating expenses, net		220		(135	)		81		25
Operating income (loss)	$	28,051	$	38,204		$	37,138	$	(77,806	)
Net income (loss)		13,533		20,254			20,196		(52,116	)
Net income (loss) per common share – basic	$	0.14	$	0.21		$	0.22	$	(0.57	)
Net income (loss) per common share – diluted		0.14		0.21			0.21		(0.57	)

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

None.

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, 2008, the end of the fiscal year 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.

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PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2009 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 9, 2008, 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, 2008, 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 2009 Annual Meeting of Shareholders.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2009 Annual Meeting of Shareholders.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2009 Annual Meeting of Shareholders.

ITEM 14. Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to Cox Radio’s Proxy Statement for the 2009 Annual Meeting of Shareholders.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

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

(1) Audited Consolidated Balance Sheets as of December 31, 2008 and 2007 and Consolidated Statements of Operations, Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2008 (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)2.1	–	Asset Purchase Agreement, dated as of February 4, 2008, by and among Cox Radio, Inc., Southern Broadcasting of Athens, Inc., Southern Broadcasting of Pensacola, Inc., New Broadcast Investment Properties, Inc. and Southern Broadcasting Companies, Inc.
(2)3.1	–	Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
(3)3.2	–	Certificate of Amendment of Certificate of Incorporation of Cox Radio, Inc.
(4)3.3	–	Amended and Restated Bylaws of Cox Radio, Inc.
(5)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.
(6)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.
(7)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.
(8)4.4	–	Form of Specimen Class A common stock certificate.
(9)10.1	–	Credit Agreement, dated as of July 26, 2006, by and 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.
10.2	–	First Amendment and Limited Waiver to Credit Agreement, dated as of December 29, 2008.
(10)10.3	–	Revolving Promissory Notes, dated December 4, 2003.
(11)10.4	–	Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensation plan).
(12)10.5	–	Amendment Number One to the Cox Radio, Inc. Third Amended and Restated Long-Term Incentive Plan (management contract or compensation plan).
(13)10.6	–	Forms of Long-Term Incentive Plan Agreement, Restricted Stock Grant Agreement and Performance Award Agreement (management contract or compensation plan).
(14)10.7	–	Form of Restricted Stock Unit Grant Agreement (management contract or compensation plan).
(15)10.8	–	Form of notice of amendment to stock option award agreements accelerating vesting (management contract or compensation plan).
(16)10.9	–	Cox Radio, Inc. Restricted Stock Plan for Non-Employee Directors (management contract or compensation plan).
(17)10.10	–	Form of Notice of Grant under Restricted Stock Plan for Non-Employee Directors (management contract or compensation plan).
(18)10.11	–	Cox Radio, Inc. Savings Plus Restoration Plan, as amended and restated (management contract or compensation plan).
10.12	–	Cox Enterprises, Inc. Supplemental Retirement Plan, as amended and restated (management contract or compensation plan).
10.13	–	Cox Executive Supplemental Plan, as amended and restated (management contract or compensation plan).
10.14	–	Cox Enterprises, Inc. Executive Savings Plus Restoration Plan, as amended and restated (management contract or compensation plan).

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(19)10.15	–	Cox Radio, Inc. Annual Incentive Plan, effective as of January 1, 2008 (management contract or compensation plan).
(20)10.16	–	Amendment Number One to the Cox Radio, Inc. Annual Incentive Plan, effective as of January 1, 2008 (management contract or compensation plan).
(21)10.17	–	Cox Radio, Inc. Annual Bonus Plan, effective January 1, 2009 (management contract or compensation plan).
13.1	–	Portions of the 2008 Annual Report to Shareholders (expressly incorporated by reference in Part II, Item 5 of this report).
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 2.1 of Cox Radio’s Current Report on Form 8-K dated February 4, 2008 and filed February 6, 2008.

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

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

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

  (5) 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).

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

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

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

  (9) 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.

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

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

(12) Incorporated by reference to Exhibit 10.1 of Cox Radio’s Current Report on Form 8-K dated December 11, 2008 and filed December 17, 2008.

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

(14) Incorporated by reference to Exhibit 10.2 to Cox Radio’s Report on Form 10-Q for the period ended March 31, 2008.

(15) Incorporated by reference to Exhibit 10.4 of Cox Radio’s Report on Form 10-Q for the period ended September 30, 2005.

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

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

(18) Incorporated by reference to Exhibit 10.1 of Cox Radio’s Current Report on Form 8-K dated October 31, 2007 and filed November 6, 2007.

(19) Incorporated by reference to Exhibit 10.1 of Cox Radio’s Current Report on Form 8-K dated December 13, 2007 and filed December 14, 2007.

(20) Incorporated by reference to Exhibit 10.2 of Cox Radio’s Current Report on Form 8-K dated December 11, 2008 and filed December 17, 2008.

(21) Incorporated by reference to Exhibit 10.3 of Cox Radio’s Current Report on Form 8-K dated December 11, 2008 and filed December 17, 2008.

68

COX  RADIO / 2008  FORM  10-K

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, 2009

POWER OF ATTORNEY

Cox Radio, Inc., a Delaware corporation, and each person whose signature appears below, constitutes and appoints Robert F. Neil and Charles L. Odom, 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
/s/    JAMES C. KENNEDY	Chairman of the Board of Directors	March 13, 2009
James C. Kennedy
/s/    ROBERT F. NEIL         Robert F. Neil	President and Chief Executive Officer; Director (principal executive officer)	March 13, 2009
/s/    CHARLES L. ODOM         Charles L. Odom	Chief Financial Officer (principal accounting officer and principal financial officer)	March 13, 2009
/s/    JUANITA P. BARANCO	Director	March 13, 2009
Juanita P. Baranco
/s/    G. DENNIS BERRY	Director	March 13, 2009
G. Dennis Berry
/s/    JIMMY W. HAYES	Director	March 13, 2009
Jimmy W. Hayes
/s/    NICK W. EVANS, JR.	Director	March 13, 2009
Nick W. Evans, Jr.
/s/    MARC W. MORGAN	Director	March 13, 2009
Marc W. Morgan
/s/    NICHOLAS D. TRIGONY	Director	March 13, 2009
Nicholas D. Trigony

69

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)
2008	$	2,948	$	–	$	3,829	$	2,614	$	4,163
2007		2,984		–		1,369		1,405		2,948
2006		3,190		–		913		1,119		2,984

EX-10.2

Exhibit 10.2

FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT

This FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT, dated as of December 29, 2008 (this “Amendment”), is entered into by COX RADIO, INC., a Delaware corporation (the “Company”), the Persons signatory hereto as Lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement dated as of July 26, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Lenders party thereto and the Administrative Agent.

In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms which are defined in the Credit Agreement and not otherwise defined herein have the meanings given in the Credit Agreement.

2. Amendments Applicable to Lehman Brothers Bank, FSB. Subject to satisfaction of the conditions of effectiveness of this Amendment set forth in Section 5 herein, the Company, the Administrative Agent, Lehman Brothers Bank, FSB (“Lehman”) and the Majority Lenders hereby agree to amend the Credit Agreement as follows:

(a) Amendment to Section 1.01 of the Credit Agreement.

(i) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms in their entirety to read as follows:

““Conventional Revolving Borrowing” shall mean a Borrowing of Conventional Revolving Loans made by the Company under Section 2.01(a), as converted or continued under Section 2.08; provided that, solely for purposes of conversion, continuation or interest election under Section 2.08, “Conventional Revolving Borrowing” shall be deemed to include any outstanding Terminated Revolving Loans that may be part of any Borrowing from time to time, as applicable.”

““Loans” shall mean Conventional Revolving Loans (in each case whether Federal Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans), Discretionary Revolving Loans and Terminated Revolving Loans (in each case whether Federal Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans).”

““Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Conventional Revolving Loans hereunder up to the principal amount set forth as to such Lender on Exhibit 2.01(a); provided that, solely for purposes of the definition of Majority Lenders, Lehman’s “Revolving Commitment” shall be deemed to be equal to the aggregate amount outstanding of Lehman’s Terminated Revolving Loans. The initial aggregate amount of the Revolving Commitments on the Closing Date was $600,000,000.”

(ii) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:

““First Amendment to Credit Agreement” means the First Amendment and Limited Waiver to Credit Agreement, dated as of the First Amendment Closing Date, among the Company, Administrative Agent and the Lenders party thereto.”

““First Amendment Closing Date” means December 29, 2008.”

““Lehman” shall mean Lehman Brothers Bank, FSB, in its capacity as a Lender.”

““Terminated Revolving Loans” shall have the meaning specified in Section 2.01(a).

(iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or a Terminated Revolving Loan” immediately after the words “Conventional Revolving Loan” in the definition of Default Rate.

(iv) Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or Terminated Revolving Loans” immediately after the words “Conventional Revolving Loans” in the definition of Interest Period.

(v) Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or a Terminated Revolving Loan” immediately after the words “Conventional Revolving Loan” in the definition of Lending Office.

(b) Amendment to Section 2.01 of the Credit Agreement. Section 2.01 of the Credit Agreement is hereby amended to be named “Conventional Revolving Loans and Terminated Revolving Loans”.

(c) Amendment to Section 2.01(a) of the Credit Agreement. Section 2.01(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Revolving Commitments. (i) Subject to and upon the terms and conditions set forth in this Agreement, each Lender severally agrees to make revolving loans (collectively, the “Conventional Revolving Loans”) to the Company on any one or more Business Days on or after the date hereof and prior to the Revolving Credit Termination Date, up to an aggregate principal amount not exceeding at any one time outstanding an amount equal to (A) such Lender’s Revolving Commitment less (B) the principal amount of all Discretionary Revolving Loans outstanding to such Lender and the LC Exposure of such Lender at such time, if any; provided that in no event shall the aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary Revolving Loans, Terminated Revolving Loans and the aggregate LC Exposure ever exceed $597,105,263, as such amount may be increased or reduced pursuant to the terms of this Agreement. Each Conventional Revolving Borrowing shall be in an aggregate amount of not less than $2,000,000 and an integral multiple of $250,000. Subject to the foregoing, each Conventional Revolving Borrowing shall be made simultaneously from the Lenders according to their Borrowing Pro Rata Shares of the principal amount requested for each Conventional Revolving Borrowing and shall consist of Conventional Revolving Loans of the same type (e.g., Alternate Base Rate Loans, Federal Funds Rate Loans or Eurodollar Loans) with the same Interest Period from each Lender. Within such limits and during such period, the Company may borrow, repay and reborrow under this Section 2.01(a)(i).

(ii) The Company, the Administrative Agent and Lehman agree that, immediately prior to the First Amendment Closing Date, the aggregate outstanding balance of Conventional

2

Revolving Loans made by Lehman to the Company hereunder is $5,789,473.33 and that immediately upon the First Amendment Closing Date, automatically and without any action by any Person, (A) such Conventional Revolving Loans are hereafter deemed to become terminated revolving loans (the “Terminated Revolving Loans”) for all purposes hereunder and (B) Lehman’s Revolving Commitment in excess of the amount of its Terminated Revolving Loans hereunder shall be permanently reduced as provided in Section 4.01. Notwithstanding any other provision herein, the Company shall not be permitted to reborrow any Terminated Revolving Loans that are repaid or prepaid as permitted hereunder. For the avoidance of doubt, a Terminated Revolving Loan is not a Conventional Revolving Loan for purposes of this Agreement.”

(d) Amendment to Section 2.01(b) of the Credit Agreement. Section 2.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Repayment of Conventional Revolving Loans and Terminated Revolving Loans. The Company hereby unconditionally promises to pay to the Administrative Agent (i) on the Revolving Credit Termination Date, all outstanding Conventional Revolving Loans for account of the Lenders holding Conventional Revolving Loans and all outstanding Terminated Revolving Loans for the account of Lehman and (ii) all outstanding Conventional Revolving Loans for account of a Declining Lender as provided in Section 2.13.”

(e) Amendment to Section 2.02(c) of the Credit Agreement. Section 2.02(c) of the Credit Agreement is hereby amended by amending and restating the following text “The Conventional Revolving Loans shall bear interest as follows:” in its entirety to read as follows “The Conventional Revolving Loans and the Terminated Revolving Loans shall bear interest as follows:”.

(f) Amendment to Section 2.11(d) of the Credit Agreement. Section 2.11(d) of the Credit Agreement is hereby amended by inserting the following sentences at the end thereof:

“Notwithstanding anything to the contrary herein, on the First Amendment Closing Date, all of Lehman’s LC Exposure shall be reallocated among the Lenders (other than Lehman) in accordance with their respective Applicable Revolver Percentages of the LC Exposure but only to the extent (x) the sum of (1) the principal amount of all Lenders’ (other than Lehman) outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) all Lenders’ (other than Lehman) LC Exposure, including such Lenders’ pro rata share of Lehman’s allocated LC Exposure, does not exceed the total of all Lenders’ (other than Lehman) Commitments, (y) the sum of (1) the principal amount of any Lender’s outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) such Lender’s LC Exposure, including such Lender’s pro rata share of Lehman’s allocated LC Exposure, does not exceed such Lender’s Commitment and (z) the conditions set forth in Section 7.02 are satisfied. After giving effect to such reallocation, the fees payable to the Lenders pursuant to Section 4.03 and Section 4.04 shall be adjusted in accordance with the Lenders’ Applicable Revolver Percentages.”

(g) Amendment to Section 3.01(d) of the Credit Agreement. Section 3.01(d) of the Credit Agreement is hereby amended by inserting the following text at the end of clause (ii) thereof: “; provided that in the case of any prepayment of a Borrowing that shall include Conventional Revolving Loans and Terminated Revolving Loans, such prepayment shall be allocated to the holders thereof according to their pro rata share of such Borrowing.”

3

(h) Amendment to Section 3.02(d) of the Credit Agreement. Section 3.02(d) of the Credit Agreement is hereby amended by inserting the text “or Terminated Revolving Loans” immediately after the words “Conventional Revolving Loans”.

(i) Amendment to Section 3.03 of the Credit Agreement. Section 3.03 of the Credit Agreement is hereby amended by adding the following new sentence after the first sentence of that Section:

“Subject to Section 3.01 and to the remainder of this Section 3.03, all payments and prepayments made in accordance with the provisions of this Agreement in respect of the Terminated Revolving Loans shall be made to the Administrative Agent, and the Administrative Agent will promptly distribute to Lehman in immediately available funds the amount of each such payment or prepayment.”

(j) Amendment to Section 4.01 of the Credit Agreement. Section 4.01 of the Credit Agreement is hereby amended by inserting the following text at the end of the first sentence therein: “provided, however, that upon the First Amendment Closing Date, automatically and without any action by any Person and notwithstanding anything contained herein to the contrary and subject to the reallocation of Lehman’s LC Exposure described in Section 2.11(d), the Commitments of Lehman will be reduced to the aggregate amount of the Terminated Revolving Loans outstanding on the First Amendment Closing Date, whereupon Lehman shall cease to have any Commitments hereunder (except for any deemed Commitments solely for the purposes described in the definition of Majority Lenders).”

(k) Amendment to Section 4.03(a) of the Credit Agreement. Section 4.03(a) of the Credit Agreement is hereby amended by inserting the following sentence at the end of such subsection: “For the avoidance of doubt, no Commitment Fees shall be payable with respect to any Terminated Revolving Loans (or any commitments related thereto).”

(l) Amendment to Exhibit 2.01(a). Exhibit 2.01(a) to the Credit Agreement is hereby amended and restated as set forth on Exhibit 2.01(a) attached hereto.

3. General Amendments. Subject to satisfaction of the conditions of effectiveness of this Amendment set forth in Section 5 herein, the Company, the Administrative Agent and the Majority Lenders hereby agree to amend the Credit Agreement as follows:

(a) Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined term in appropriate alphabetical order:

““Defaulting Lender” means any Lender that has failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, or any Lender that has, as determined by the Administrative Agent (a) notified the Company, the Administrative Agent, the Issuing Lender, or any Lender in writing that it does not intend to comply with any or all of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (b) failed, within three Business Days after a request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (c) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it

4

hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (d) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.”

(b) Amendment to Article II of the Credit Agreement. Article II of the Credit Agreement is hereby amended by inserting the following new Section 2.14 at the end thereof:

“Section 2.14 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Fees in favor of such Defaulting Lender only shall cease to accrue on the unfunded portion of the Commitments of, and in respect of the participation in Letters of Credit by, such Defaulting Lender pursuant to Section 4.03 and Section 4.04, and the Defaulting Lender will not be included in any distribution to the Lenders, pursuant to Section 3.03, of Commitment Fees or LC Participation Fees.

(b) If a Lender has any LC Exposure at any time such Lender is a Defaulting Lender then:

(i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Revolver Percentages of the LC Exposure but only to the extent (x) the sum of (1) the principal amount of all non-Defaulting Lenders’ outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) all non-Defaulting Lenders’ LC Exposure, including their pro rata shares of the Defaulting Lender’s LC Exposure, does not exceed the total of all non-Defaulting Lenders’ Commitments, (y) the sum of (1) the principal amount of any non-Defaulting Lender’s outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) such non-Defaulting Lender’s LC Exposure, including such non-Defaulting Lender’s pro rata share of the Defaulting Lender’s allocated LC Exposure, does not exceed such non-Defaulting Lender’s Commitment, and (z) the conditions set forth in Section 7.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall, within one Business Day following notice by the Administrative Agent, deposit cash collateral in an amount equal to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.11(j) for so long as such LC Exposure is outstanding;

(iii) the Company shall not be required to pay any fees that are solely payable to such Defaulting Lender pursuant to Section 4.04 with respect to such Defaulting Lender’s LC Exposure;

5

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.14(b), then the fees payable to the Lenders pursuant to Section 4.03 and Section 4.04 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Revolver Percentages; and

(v) to the extent any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.14(b), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, that portion of the LC Participation Fees that would have been payable under Section 4.04 with respect to such Defaulting Lender’s LC Exposure had it not been a Defaulting Lender that has not been cash collateralized or reallocated shall be payable to the Issuing Lender until such LC Exposure is cash collateralized or reallocated.

(c) So long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders or cash collateral will be provided by the Company in accordance with Section 2.11(j), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.14(b)(i) (and Defaulting Lenders shall not participate therein) and any unallocated LC Exposure of the Defaulting Lender shall be cash collateralized.

In the event that the Administrative Agent, the Company, and the Issuing Lender each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitments, and on such date the Administrative Agent shall return to the Company any cash collateral that has been granted pursuant to this Section.”

4. Limited Waiver.

(a) Subject to the conditions of effectiveness of the Amendment set forth in Section 5 herein, Lehman hereby waives any and all rights it may have under the Credit Agreement to receive any payment with respect to any and all Commitment Fees and/or L/C Participation Fees that have accrued under the Credit Agreement since September 30, 2008, or that may accrue hereafter and hereby expressly instructs the Administrative Agent that it shall not be required to distribute any such fees to it under Section 3.03.

(b) The limited waiver set forth in this Section 4 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed (i) except as expressly provided in this limited waiver, to be a waiver or modification of any term or condition of the Credit Agreement or (ii) to prejudice any right or rights that the Administrative Agent or the Lenders may have in the future under or in connection with the Credit Agreement.

5. Effectiveness. This Amendment will become effective upon satisfaction of the following conditions precedent:

(a) Execution and delivery of this Amendment by the Administrative Agent and receipt by the Administrative Agent of counterparts of this Amendment (or photocopies thereof sent by fax, pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original) executed and delivered by the Company, Lehman and the Majority Lenders.

6

(b) Receipt by the Administrative Agent of (i) any documentation as the Administrative Agent may reasonably request and (ii) to the extent invoiced, payment of all reasonable out-of-pocket expenses, including legal expenses incurred by the Administrative Agent in connection with this Amendment.

6. Representation and Warranties. The Company represents and warrants that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company in Article VI of the Credit Agreement are true in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date and except that for this purpose only the date “December 31, 2005” in the last sentence of Section 6.02 of the Credit Agreement shall be changed to “December 31, 2007”, and (b) no Default or Event of Default has occurred and is continuing.

7. Continuing Effect of the Credit Agreement. This Amendment is limited solely to the matters expressly set forth herein and does not constitute a waiver of any Default or Event of Default or a consent to any future action or event. As modified and amended hereby, the Credit Agreement remains in full force and effect. Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

8. Miscellaneous. The provisions of Sections 13.01, 13.04, 13.06, 13.07(a), 13.08, 13.09, 13.10, 13.12 and 13.13 shall apply with like effect to this Amendment.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

COX RADIO, INC.
By:	/s/ Richard Jacobson
Name:	Richard Jacobson
Title:	Treasurer

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Ann B. Kerns
Name:	Ann B. Kerns
Title:	Vice President

LEHMAN BROTHERS BANK, FSB, as a Lender
By	/s/ Theodore Janulis
Name:	Theodore Janulis
Title:	Chairman

JPMORGAN CHASE BANK, N.A.
as a Lender
By:	/s/ Ann B. Kerns
Name:	Ann B. Kerns
Title:	Vice President

The Norinchukin Bank, New York Branch
as a Lender
By:	/s/ Noritsugu Sato
Name:	Noritsugu Sato
Title:	General Manager

SUNTRUST BANK
as a Lender
By:	/s/ E. Matthew Schaaf, IV
Name:	E. Matthew Schaaf, IV
Title:	Vice President

Signature Page to First Amendment and Limited Waiver to Credit Agreement

8

BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH
as a Lender
By:	/s/ Matthew DeCarlo
Name:	Matthew DeCarlo
Title:	Vice President
By:	/s/ Nikolai von Mengden
Name:	Nikolai von Mengden
Title:	Senior Vice President

U.S. Bank National Association
as a Lender
By:	/s/ Gail F. Scannell
Name:	Gail F. Scannell
Title:	Senior Vice President

Bank of America, N.A.
as a Lender
By:	/s/ Todd Shipley
Name:	Todd Shipley
Title:	Senior Vice President

WACHOVIA BANK, N.A.
as a Lender
By:	/s/ Russ Lyons
Name:	Russ Lyons
Title:	Director

MERRILL LYNCH BANK USA
as a Lender
By:	/s/ Louis Alder
Name:	Louis Alder
Title:	First Vice President

9

William Street Commitment Corporation (Recourse only to the assets of William Street Commitment Corporation)
as a Lender
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Assistant Vice President
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
as a Lender
By:	/s/ Nivedita Persaud
Name:	Nivedita Persaud
Title:	Vice President
By:	/s/ Peter Wesemeier
Name:	Peter Wesemeier
Title:	Assistant Vice President
BARCLAYS BANK PLC
as a Lender
By:	/s/ Nicholas A. Bell
Name:	Nicholas A. Bell
Title:	Director
THE BANK OF NEW YORK MELLON
as a Lender
By:	/s/ Lily A. Dastur
Name:	Lily A. Dastur
Title:	Vice President
MIZUHO CORPORATE BANK (USA)
as a Lender
By:	/s/ Toru Inoue
Name:	Toru Inoue
Title:	Deputy General Manager

10

Deutsche Bank AG, New York Branch
as a Lender
By:	/s/ Yvonne Tilden
Name:	Yvonne Tilden
Title:	Director
By:	/s/ Heidi Sandquist
Name:	Heidi Sandquist
Title:	Vice President
Bank of Tokyo-Mitsubishi UFJ Trust Company
as a Lender
By:	/s/ Jose B. Carlos
Name:	Jose B. Carlos
Title:	Vice President
Regions Bank
as a Lender
By:	/s/ Stephen H. Lee
Name:	Stephen H. Lee
Title:	Senior Vice President
FIRST HAWAIIAN BANK
as a Lender
By:	/s/ Jeffrey N. Higashi
Name:	Jeffrey N. Higashi
Title:	Senior Vice President
FIFTH THIRD BANK
as a Lender
By:	/s/ Christopher Motley
Name:	Christopher Motley
Title:	Vice President

11

Comerica Bank
as a Lender
By:	/s/ Scott Kowalski
Name:	Scott Kowalski
Title:	Vice President
The Bank of Nova Scotia
as a Lender
By:	/s/ Brenda S. Insull
Name:	Brenda S. Insull
Title:	Authorized Signatory
SCOTIABANC INC.
as a Lender
By:	/s/ J.F. Todd
Name:	J.F. Todd
Title:	Managing Director
The Royal Bank of Scotland plc
as a Lender
By:	/s/ Andrew Ragusa
Name:	Andrew Ragusa
Title:	Senior Vice President
CALYON New York Branch
as a Lender
By:	/s/ Tanya Crossley
Name:	Tanya Crossley
Title:	Managing Director
By:	/s/ Priya Vrat
Name:	Priya Vrat
Title:	Director

12

Credit Suisse, Cayman Islands Branch
as a Lender
By:	/s/ Doreen Barr
Name:	Doreen Barr
Title:	Vice President
By:	/s/ Rianka Mohan
Name:	Rianka Mohan
Title:	Vice President
UBS Loan Finance LLC
as a Lender
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director
Citibank, N.A.
as a Lender
By:	/s/ Robert F. Parr
Name:	Robert F. Parr
Title:	Managing Director
Sumitomo Mitsui Banking Corporation
as a Lender
By:	/s/ Leo E. Pagarigan
Name:	Leo E. Pagarigan
Title:	General Manager

13

Exhibit 2.01(a)

To:	Lenders to Cox Radio, Inc.
From:	J.P. Morgan Chase Bank, N.A.
Date:	December 19, 2008
Re:	Cox Radio, Inc. (“CRI” or the “Company”) - Revised Allocations

Upon execution of the First Amendment to the credit agreement the revised allocations are as follows:

Lender	CRI $600mm RC
	Conventional Revolver		Terminated Revolver
JP MORGAN BANK		20,000,000.00
BARCLAYS BANK PLC—NEW YORK		30,000,000.00
BAYERISCHE LANDESBANK—NY		15,000,000.00
BANK OF AMERICA NA—DALLAS		25,000,000.00
BANK HAPOALIM—NEW YORK		10,000,000.00
BANK OF NEW YORK MELLON		15,000,000.00
BANK OF NOVA SCOTIA—NY AGENCY		25,000,000.00
BANK OF TOKYO—MITSUBISHI UFJ TR		30,000,000.00
CHANG HWA COML BANK LTD		10,000,000.00
CITIBANK NA—NY		19,000,000.00
COMERCIA BANK		20,000,000.00
COMMERZBANK AG—NEW YORK		15,000,000.00
CR LYONNAIS NEW YORK BRANCH		25,000,000.00
CR SUISSE FST BOSTON—NY		15,000,000.00
DEUTSCHE BANK—NEW YORK		25,000,000.00
FIFTH THIRD BANK		10,000,000.00
FST HAWAIIAN BANK		10,000,000.00
HUA NAN COML BANK LTD—LA		10,000,000.00
LEHMAN BROTHERS BANK FSB		—		5,789,473.33
MERRILL LYNCH BANK USA		15,000,000.00
MIZUHO CORP BANK LTD—CHP FIN		25,000,000.00
NORINCHUKIN BANK—NY		30,000,000.00
REGIONS BANK		15,000,000.00
ROYAL BANK OF SCOT PLC		25,000,000.00
SCOTIABANC INC		6,000,000.00
SUMITOMO MITSUI BANK—NY		31,315,790.00
SUNTRUST BANK ATLANTA		25,000,000.00
TAIPEI FUBON COML BANK CO LTDLO		10,000,000.00
UBS LOAN FINANCE LLC		15,000,000.00
US BANK NA		20,000,000.00
WACHOVIA BANK OF NORTH CAROLINA		35,000,000.00
WILLIAM ST COMMITMENT CORP		10,000,000.00
TOTAL	$	591,315,790.00	$	5,789,473.33

EX-10.12

Exhibit 10.12

COX SUPPLEMENTAL RETIREMENT PLAN

Cox Enterprises, Inc. (the “Company”) hereby amends and restates the Cox Supplemental Retirement Plan as first adopted effective as of January 1, 1994 (the “Plan”). The effective date of this amended and restated Plan is January 1, 2005.

ARTICLE 1

GENERAL

The purpose of the Plan is to provide supplemental pension benefits to a group of the Company’s management employees and their dependents in accordance with the terms hereof. The Plan is designed to provide benefits to certain employees through coordination with benefits provided under a defined benefit plan maintained by the Company or one of its affiliates under Section 401 of the Code (the “Pension Plan”).

For the purpose of this Plan, except to the extent clearly contemplated by the context in which they are used, all capitalized terms used herein shall have the same meaning as ascribed thereto in the Pension Plan. Notwithstanding the foregoing, the term “Compensation” shall be applied hereafter in this Plan without regard to the limit on includable compensation imposed by Code Section 401(a)(17); provided, that in no event shall Compensation credited under the Plan for any Plan Year exceed a maximum limit of $317,000 (in 2005) or such higher amount as may be established by the Company from time to time in its sole discretion, except as otherwise provided under the Plan,

ARTICLE 2

ELIGIBILITY TO PARTICIPATE

The Management Committee, as designated under Article 8 hereof, shall from time to time designate Employees as Participants under the Plan. No Employee who is a Participant under the Cox Executive Supplemental Plan (the “CESP”) shall be eligible to participate in the Plan. In the event a Participant in the Plan subsequently is entitled to the payment of benefits under the CESP, then, notwithstanding any provisions of the Plan to the contrary, his or her benefits otherwise payable under this Plan shall be cancelled, and such a Participant shall not be

entitled to the payment of benefits hereunder. Notwithstanding the foregoing, the Management Committee in its sole discretion may from time to time designate certain participants as eligible to participate in, and entitled to benefits under, both the CESP and the Plan.

ARTICLE 3

DETERMINATION OF BENEFIT

A Participant’s benefit under this Plan shall be determined by applying the Plan’s definition of Compensation, as modified by the provisions of Article I hereof, to the applicable accrued benefit provisions with respect to such Participant under the Pension Plan in which the Participant is participating at the time the benefit is calculated, in accordance with the relevant provisions of Articles IV, V, VI and VII of the Pension Plan(s). Any benefit payable under this Article 3 first shall be reduced as provided in Article 4 of the Plan, and shall be payable in accordance with the provisions of Article 5 hereof.

ARTICLE 4

NO DUPLICATION OF BENEFITS

The benefit payable under this Plan to any Participant shall not duplicate benefits payable to him or her under any Pension Plan in which he or she has participated. 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 Pension Plan(s), whenever such benefit becomes payable, and, in the event a benefit is payable under this Plan to such a Participant, the actual amount of such benefit payable under Section 5.1, Section 5.2 or Section 5.3 shall equal the excess, if any, of the Participant’s benefit as described in the applicable section over the total benefit, if any, payable to such Participant under the Pension Plan(s), where for purposes of determining such excess:

(a) In the event that the Participant’s benefit (if any) under the Pension 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 the Pension Plan and this Plan shall be expressed (according to the terms of the Pension 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 -

(b) In the event that the Participant’s benefit (if any) under the Pension 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 the Pension Plan shall be expressed, on an Actuarial Equivalent basis, in the form of the benefit 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.

ARTICLE 5

BENEFIT PAYMENT TIMING AND FORM

5.1 Participants Who Terminate Employment Before January 1, 2005. With respect to a Participant whose employment terminated before January 1, 2005 and who has no employment service with the Company after that date, the timing of benefit commencement and the form of benefit payment under this Plan shall both be identical to the timing and form of such Participant’s benefit under the Pension Plan.

5.2 Participants Who Terminate Employment On or After January 1, 2005. With respect to a Participant whose employment last terminates on or after January 1, 2005, the timing of benefit commencement and the form of benefit payment under this Plan will be determined in accordance with this Section 5.2 and Section 5.4.

(a) Normal Retirement. A Participant who “separates from service” (as that term is defined by the Secretary of the Treasury for purposes of Section 409A of the Code) on or after the date he attains age sixty-five (65) shall commence his or her benefit on the first day of the first month that coincides with, or immediately follows, the date on which such Participant separates from service. Notwithstanding the foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of an Affiliate whose stock is publicly traded on an established securities market shall commence on the first day of the seventh month after the date indicated in this Section 5.2(a); provided that payments to which such Participant otherwise would be entitled during the first six months following the date of separation from service, plus simple interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of separation from service. This benefit will be paid in the form of a single life annuity, unless the Participant elects another form of benefit as provided in Section 5.4.

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(b) Early Retirement. A Participant who “separates from service” (as that term is defined by the Secretary of the Treasury for purposes of Section 409A of the Code) (i) before he or she attains age sixty-five (65) and (ii) on or after the date he or she (a) attains age fifty-five (55) and (b) completes ten (10) or more Years of Vesting Service under the Pension Plan shall commence his or her benefit on the first day of the first month that coincides with, or immediately follows, the date on which such Participant separates from service. Notwithstanding the foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of an Affiliate whose stock is publicly traded on an established securities market shall commence on the first day of the seventh month after the date indicated in this Section 5.2(b); provided that payments to which such Participant otherwise would be entitled during the first six months following the date of separation from service, plus simple interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of separation from service. This benefit will be reduced in accordance with the early retirement reduction factors under the terms of the Pension Plan and will be paid in the form of a single life annuity, unless the Participant elects another form of benefit as provided in Section 5.4.

(c) Term Vested. A Participant whose status as an Employee terminates on or after the date he or she completes five (5) Years of Vesting Service under the Pension Plan but before he or she is eligible for a benefit under Section 5.2(a) or (b) of this Plan shall commence on the first day of the first month following the date he or she attains age sixty-five (65), if he or she is then living; provided that the monthly benefit of a Participant with ten (10) or more years of Vesting Service shall commence on the first day of the first month coinciding with or immediately following the date such Participant attains age fifty-five (55). Notwithstanding the foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of an Affiliate whose stock is publicly traded on an established securities market shall commence no earlier than the first day of the seventh month after the date he or she separates from service; provided

- 4 -

that payments to which such Participant otherwise would be entitled during the first six months following the date of separation from service, plus simple interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of separation from service. This benefit will be reduced in accordance with the reduction factors in Article V of the Pension Plan and will be paid in the form of a single life annuity, unless the Participant elects another form of benefit as provided in Section 5.4.

5.3 Death Benefit. Notwithstanding the foregoing, the Spouse of any Participant or former Participant who has a vested benefit under the Pension Plan and who dies prior to the date his or her benefit commences shall receive a benefit equal to the monthly payments that would have been made to the Spouse if the Participant or the former Participant had commenced benefits on the day of his or her death, had elected to receive his or her benefit in the form of a joint and 50% survivor annuity pursuant to Section 5.4(b) of the Plan, and had died on the day after he or she would have commenced benefits under Section 5.2, which benefit shall be payable on the first day of the month next following the date which is the earliest date that the Participant or former Participant could have commenced benefits under Section 5.2 of the Plan. Such benefit will be offset pursuant to Article 4, and, for benefits that become payable on or after January 1, 2008, the remaining amount, if any, will be converted into, and paid in the form of, an Actuarial Equivalent lump sum. Notwithstanding the foregoing, any death benefit under this Section 5.3 shall be payable only if the Spouse and the Participant had been married throughout the 12 month period ending on the date of death. In the event a Participant dies after his or her benefit commences under the Plan, then no benefit will be paid except to the extent provided under a form of benefit elected by such Participant under Section 5.4.

5.4 Form of Benefit Payment. A Participant or former Participant who is eligible for the payment of a Plan benefit under Section 5.2 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. The value of any form of benefit elected or requested by a Participant or a former Participant shall be the Actuarial Equivalent of his or her benefit as determined under the Plan. 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 request, in accordance with procedures established by the Committee, or in the event the Committee does not approve a request, his or her benefit shall be paid in the form described in (a) below.

- 5 -

(a) An annuity payable monthly only for the lifetime of the Participant.

(b) A joint and 50% survivor annuity, 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 on 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 that was payable to the Participant during his or her lifetime.

(c) A single life annuity for the life of the Participant or the former Participant, which is payable in monthly installments, provided, that in the case of the death of the Participant or of the former Participant after the commencement of benefit payments but prior to the receipt of either 60 (or 120) monthly installments, as he or she elects, the balance of such 60 (or 120) installments shall be paid to his or her Beneficiary until a total of 60 (or 120) installments have been paid to or on behalf of such Participant or former Participant.

(d) An annuity payable in monthly installments for the life of the Participant or the former Participant and for the life of his or her Contingent Annuitant, if the Contingent Annuitant survives the Participant or the former Participant, under which the amount of the monthly installment payable to the Contingent Annuitant shall equal either 50 percent, 66  ²/3 percent, or 100 percent, as the Participant or the former Participant elects, of the amount of each monthly installment payable to the Participant or to the former Participant during his or her lifetime; provided that, effective January 1, 2008, Participants may not elect such an annuity under which the amount of the monthly installment payable to the Contingent Annuitant is 66  ²/3 percent and that, effective January 1, 2008, Participants may elect such annuity under which the amount of the monthly installment payable to the Contingent Annuitant is 75 percent.

- 6 -

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.

5.5 Involuntary Cash-out. If the present value of the benefit payable under the Plan and all similar arrangements in accordance with Section 409A of the Code is $10,000 or less, then, notwithstanding any other Plan provision, payment of such benefit shall be made as soon as practicable to such Participant in the form of a lump sum payment; provided the payment accompanies the termination of the entirety of the Participant’s interest in the Plan and all similar arrangements in accordance with Section 409A of the Code. Such payment will be made on or before the later of December 31 of the calendar year in which occurs the Participant’s separation from service or the 15th day of the third month following the Participant’s separation from service. Notwithstanding the foregoing to the contrary, any lump-sum payment made pursuant to the terms of this Section 5.5 to a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of an Affiliate whose stock is publicly traded on an established securities market shall be made no earlier than the first day of the seventh month after the date he or she separates from service and shall include simple interest at a rate of 6% to reflect the delay in payment.

ARTICLE 6

SOURCE OF RECORDS AND BENEFIT PAYMENTS

6.1 Records. All records relating to the accrual and disbursement of benefits under this Plan shall be maintained by the Company.

6.2 Participating Company Who Pays Benefits. All benefits accrued under this Plan to, or on behalf of, a Participant shall be paid by the Company or by the Participating Company, as defined in Article 9, which is the Participant’s employer on the date his or her status as an Employee last terminates.

6.3 Source of Benefit Payments. Any person who claims a benefit under this Plan shall look solely to the general assets of the Participating Company obligated to make such

- 7 -

payments under Section 6.2. Such person’s interest in such assets as a result of such claim shall not be superior or senior to the claim of any other general and unsecured creditor of the Participating Company, and in no event shall any other person or entity be liable to pay such benefits.

ARTICLE 7

SPECIAL PROVISIONS

7.1 Misconduct. If the Management Committee finds that any Participant, regardless of whether he currently is receiving benefits under the Plan, engaged in (1) misconduct resulting in a detriment to the Company, (2) dishonesty that results in financial loss to the Company, (3) malicious destruction of any property of the Company or a Participating Company or (4) a felony for which he or she is convicted that arises out of his or her employment by the Company, the Management Committee may, 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.

7.2 Application for Benefits. 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 first 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 Management 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 first becomes payable under this Plan, such retirement benefit also shall be forfeited.

- 8 -

ARTICLE 8

MANAGEMENT COMMITTEE

8.1 General. The Management Committee shall be the Named Fiduciary for the Plan. A member of the Management Committee may be a Participant but, in such case, a claim submitted by one member of the Management Committee as a Participant shall be reviewed by one or more other members of the Management Committee.

The Company shall indemnify each member of the Management 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 Management Committee.

8.2 Powers. The Management 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 Management Committee, acting in its absolute discretion, deems such a waiver to be appropriate under the circumstances. The Management Committee may appoint 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, if any, shall be fixed by the Management Committee and shall be paid by the Company.

8.3 Records. The Management Committee shall maintain a current record of all Participants.

- 9 -

ARTICLE 9

PARTICIPATING COMPANIES

An Affiliate may become a Participating Company by adopting the Plan through appropriate corporate action. Attached hereto as Exhibit A is a list of Affiliates that are Participating Companies.

ARTICLE 10

AMENDMENT AND TERMINATION

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. The Company reserves the right to terminate and liquidate the Plan at any time and to cease the accrual of benefits hereunder; provided that: (1) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company (as defined under Section 409A of the Code); (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A of the Code if the Participants in the Plan have accrued benefits under such agreements, methods, programs, and other arrangements; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan under Section 409A of the Code if the Participants participated in both plans, at any time within 3 years following the date the

- 10 -

Company takes all necessary action to irrevocably terminate and liquidate the Plan. Notwithstanding the foregoing, except to the extent provided in Article 2, no event of amendment to or termination of the Plan shall reduce the level of benefits accrued on behalf of any Participant as of the date such amendment or termination first becomes effective or any time thereafter.

ARTICLE 11

MISCELLANEOUS

11.1 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.

11.2 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 to the extent not preempted by ERISA.

11.3 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.

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

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

11.6 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.

11.7 Legal Competency. The Management Committee may, in its discretion, make payment either directly to an incompetent or disabled person, whether because of minority

- 11 -

or mental or physical disability, 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 Management Committee or any person, for the amounts of such payment to the person on whose account such payment is made.

11.8 Effective Date. The effective date of the amended and restated Plan shall be January 1, 2005.

11.9 Compliance with Code Section 409A. This Plan is intended to comply with the requirements of Code Section 409A and regulations and other guidance thereunder. The Management Committee shall interpret and administer the Plan provisions in a manner consistent with the requirements of Code Section 409A and regulations and other guidance thereunder.

- 12 -

EXHIBIT A

List of Participating Companies

1. Albuquerque Auto Auction, Inc.

2. Atlanta Auto Auction, Inc.

3. Atlanta Newspapers Division (Atlanta Journal/Constitution)

4. Auction Services, Inc.

5. AutoTrader.com, LLC

6. California Auto Dealers Exchange, LLC

7. CEI Washington Bureau, Inc.

8. CIMCities LLC

9. Cincinnati Auto Auction, Inc.

10. Clarendon Farms, Inc.

11. Colorado Auction Services Corporation

12. Cox Aviation, Inc.

13. Cox Broadcasting, Inc.

14. Cox CustomMedia, Inc.

15. Cox Enterprises, Inc.

16. Cox Interactive Media, Inc.

17. Cox Newspapers, Inc.

18. Cox North Carolina Publications, Inc.

19. Cox Radio, Inc.

20. Cox Target Media, Inc.

21. Cox Texas Newspapers, L.P.

22. Dayton Newspapers, Inc.

23. Florida Auto Auction of Orlando, Inc.

24. Fredericksburg Auto Auction, Inc.

25. Georgia Auction Services, Inc.

26. Georgia Television Company

27. Grand Junction Newspapers, Inc.

28. Greater Arizona Auto Auctions, Inc.

29. Greater Gulf Coast Auto Auctions, Inc.

30. Greater Nevada Auto Auctions, Inc.

31. Greater Orlando Auto Auction, Inc.

32. Hualalai Land Corporation

33. Kansas City Auto Auction, Inc.

34. KIRO, Inc.

35. KTVU Partnership

36. Louisiana Auction Services, Inc.

37. Louisville Auto Auction, Inc.

38. Manheim Asset Management, Inc.

39. Manheim Auctions Government Services, Inc.

40. Manheim Auctions, Inc.

41. Manheim Automotive Dealer Services, Inc.

42. Manheim Automotive Financial Services, Inc.

43. Manheim Interactive, Inc.

44. Manheim Investments, Inc.

45. Manheim Remarketing Limited Partnership

46. Manheim Services Corporation

47. Manheim’s Dealer Support Services, L.L.C.

48. Manheim’s Metro Detroit Auto Auction, Inc.

49. Manheim’s Pennsylvania Auction Services, Inc.

50. Miami Valley Broadcasting Corporation

51. Mississippi Auto Auction Inc.

52. National Auto Dealers Exchange, L.P.

53. New England Auto Auction

54. New Texas Auto Auction Services, L.P.

55. New Wisconsin Services, L.P.

56. New York Auto Auction Services, Inc.

57. North Carolina Services Corporation

58. Orlando Orange County Auto Auction, Inc.

59. Remarketing Solutions, Inc.

60. TeleRep, L.L.C.

61. Tennessee Services Corporation

62. The Eagle Research Group, Inc.

63. Val-Pak Atlanta Holdings, Inc.

64. Val-Pak Direct Marketing Systems, Inc.

65. Val-Pak Franchise Operations, Inc.

66. WFTV, Inc.

67. WJAC, Incorporated

68. WPXI, Inc.

69. WSOC Television, Inc.

70. WTOV, Inc.

- 14 -

EX-10.13

Exhibit 10.13

COX EXECUTIVE SUPPLEMENTAL PLAN

AS AMENDED AND RESTATED

JANUARY 1, 2005

ARTICLE 1          DEFINITIONS		1
1.1	Accrued Retirement Benefit	1
1.2	Applicable Percentage	1
1.3	Average Compensation	2
1.4	Beneficiary	2
1.5	Benefit Service	2
1.6	Board	3
1.7	CESP	3
1.8	CNEBP	3
1.9	Code	3
1.10	Committee	3
1.11	Dental Care	3
1.12	Dependent Children	3
1.13	Dependents	4
1.14	Disability Benefit Date	4
1.15	Disabled Participant	4
1.16	Early Retirement Date	5
1.17	Employee	5
1.18	ERISA	5
1.19	Health Care Expenses	5
1.20	Insurance Company	5
1.21	Medical Care	5
1.22	Newspaper Employee	6
1.23	Normal Retirement Date	6
1.24	Participant	6
1.25	Participating Company	6
1.26	Pension Plan	6
1.27	Plan Administrator	6
1.28	Plan Year	6
1.29	Reimbursement-Eligible Participant	6
1.30	Separation from Service	6
1.31	Spouse	7
1.32	Trader SERP	7

1.33	Vested Date	7
1.34	Vesting Service	7
1.35	Vision Care	7
ARTICLE 2          NORMAL RETIREMENT		7
2.1	Retirement Date	7
2.2	Normal Retirement Benefit	8
	(a)    General Rule	8
	(b)    Special Rule for Former Trader SERP Participants	8
	(c)    Special Rule for Rehired Employees	9
2.3	Minimum Retirement Benefit	9
ARTICLE 3          EARLY RETIREMENT		9
3.1	Early Retirement Date	9
3.2	Early Retirement Benefit	10
ARTICLE 4          DISABILITY BENEFIT		10
4.1	Disability Benefit	10
4.2	Reinstatement as Active Employee	11
4.3	Preemption of Other Compensation	11
4.4	Death	11
4.5	Lapse of Disability Benefit	12
ARTICLE 5          DEATH BENEFIT		12
5.1	Pre-Retirement Death Benefit for Active Employees	12
	(a)    General Rule	12
	(b)    Special Rules	13
5.2	Pre-Retirement Death Benefit for Terminated Employees	13
5.3	Post-Retirement Death Benefit	13
ARTICLE 6          VESTED BENEFIT		14
6.1	Vested Date	14
6.2	Vested Benefit	14
6.3	Special Rule for Certain Pilots	15
ARTICLE 7          NO DUPLICATION OF BENEFITS		15
ARTICLE 8          BENEFIT PAYMENT FORMS		16
8.1	Benefit Payment Forms	16
8.2	Involuntary Cash-out	18

- ii -

ARTICLE 9          MEDICAL, DENTAL AND VISION CARE REIMBURSEMENT		18
9.1	Description of Reimbursable Benefits	18
9.2	Reimbursement Procedure	19
	(a)    General	19
	(b)    Claim Review Procedure	20
	(c)    Participating Company	20
	(d)    Source of Reimbursement	20
9.3	Participation In Health Care Programs	21
9.4	Termination of Participation	21
	(a)    General Rule	21
	(b)    Exceptions	21
ARTICLE 10       SOURCE OF RECORDS AND BENEFIT PAYMENTS		22
10.1	Records	22
10.2	Participating Employer Who Pays Benefits	23
10.3	Participant List	23
10.4	Source of Benefit Payments	23
ARTICLE 11       SPECIAL PROVISIONS		23
11.1	Misconduct	23
11.2	Application for Benefits	23
ARTICLE 12       MANAGEMENT COMMITTEE		24
12.1	General	24
12.2	Powers	24
12.3	Records	24
ARTICLE 13       AMENDMENT AND TERMINATION		25
13.1	Amendment	25
13.2	Termination	25
ARTICLE 14       MISCELLANEOUS		25
14.1	Headings	25
14.2	Construction	26
14.3	Agent for Service of Process	26
14.4	Plan Administrator	26
14.5	No Assignment	26
14.6	Effect of CESP	26

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14.7	Legal Competency	26
14.8	Reimbursement Benefits	26
14.9	Compliance with Code Section 409A	26

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COX EXECUTIVE SUPPLEMENTAL PLAN

Cox Enterprises, Inc. (the “Company”) hereby amends and restates the Cox Executive Supplemental Plan as first adopted effective January 1, 1987 and merges herewith the Cox Newspapers Executive Benefit Plan as amended and restated January 1, 1987. The effective date of this amended and restated CESP shall be January 1, 2005. The benefits payable under the CESP shall be effective only as to those Participants whose employment last terminated on or after January 1, 2005. The rights and benefits, if any, of a Participant whose employment last terminated before January 1, 2005 shall be determined in accordance with the provisions of the plan in which he or she participated as in effect on the date employment terminated. The primary purpose of the CESP is to provide supplemental pension benefits for a select group of management employees and their dependents.

ARTICLE 1

DEFINITIONS

For the purpose of the CESP, unless the context requires otherwise, the following words and phrases shall have the meanings indicated in this Article 1. All other capitalized terms used herein shall have the same meanings ascribed thereto in the Pension Plan.

1.1 Accrued Retirement Benefit - means as to each Participant a monthly benefit that is equal to the Participant’s Normal Retirement Benefit computed as of any date in accordance with Section 2.2.

1.2 Applicable Percentage - means, to the extent relevant, the percentage amount shown under the following schedule that 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 or, with respect to a Newspaper Employee (as defined in Section 1.22), by reason of his or her disability, 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	%

Notwithstanding the foregoing to the contrary, the maximum Applicable Percentage for any Newspaper Employee who has 20 or more years of Benefit Service is 40%.

1.3 Average Compensation - means a Participant’s highest average monthly Compensation (as that term is defined in the Pension Plan except without regard to the dollar limit under Section 401(a)(17) of the Code) paid by the Company or a Participating 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, Disability Retirement Date, Deferred 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 Pension Plan. Notwithstanding the foregoing and only to the extent necessary, for purposes of Section 2.2(b), the determination of “Average Compensation” shall include amounts of compensation credited to any Participant under the Trader SERP (as defined in Section 1.32) during the 60 consecutive calendar months ending with the calendar month in which such Participants first became Employees.

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 CESP 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 Pension Plan; provided that each Newspaper Employee, as of January 1, 2005, shall be credited with a number of years of Benefit Service no less than the number of years of benefit service to which he or she was entitled under

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the terms of the CNEBP as of December 31, 2004. In addition, with respect to any Participant who is a former employee of Trader Publishing Company and who waived participation in the Trader SERP in accordance with the Agreement and Plan of Reorganization dated September 10, 2006, Benefit Service will include all years of service credited on behalf of such Participant under the Trader SERP. Notwithstanding the foregoing, with respect to certain Participants designated by the Committee in its sole discretion, Benefit Service means only such Participant’s “prospective service,” meaning the number of Years of Benefit Service that was credited under the terms of the applicable Pension Plan after the date on which such Participant became eligible to participate in the CESP.

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

1.7 CESP - means the Cox Executive Supplemental Plan, as amended and restated as of January 1, 2005.

1.8 CNEBP - means the Cox Newspapers Executive Benefit Plan, as amended and restated January 1, 1987.

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

1.10 Committee - means the Management Committee as described in Article 12.

1.11 Dental Care - means any treatment, procedure, service or device for an eligible Participant or for his or her Dependents that is undertaken, authorized, supervised or made by an individual who is licensed to practice dentistry and that is covered by the definition of medical care in Section 213(d) of the Code and the regulations thereunder.

1.12 Dependent Children - means (a) each son or daughter, whether natural or otherwise, of the Participant who is under 23 years of age, a legally adopted child who is under 23 years of age, whether or not the adoption has become final, or a stepchild or other child who is under 23 years of age, in each case who is unmarried and depends on the Participant for support and lives with the Employee in a regular parent child relationship; (b) any mentally or physically incapacitated son or daughter, including a legally adopted child (regardless of whether

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the adoption has become final) and a stepchild, of the Participant beyond the age of 23 if a request is submitted to the Cox Enterprises, Inc. Welfare Benefit Plan for extended coverage and such request is approved prior to such son or daughter reaching their 23rd birthday; and (c), effective January 1, 2008, each son or daughter, whether natural or otherwise, including a legally adopted child (regardless of whether the adoption has become final) and a stepchild, of the Participant who is at least 23 years of age and under 25 years of age, if he or she is a full-time student at an accredited educational institution and properly claimed as a “dependent” of the Participant under federal income tax guidelines.

1.13 Dependents - means an eligible Participant’s Spouse and his or her Dependent Children.

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

1.15 Disabled Participant - means a Participant who is so designated by the Committee on the basis of its determination that he or she (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or a Participating Company. The Committee’s determination shall be based upon an examination of all the facts and circumstances that 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 the first anniversary of his or her Disability Benefit Date, and subsequently every two years thereafter, 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

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examination of all the facts and circumstances that, 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. Notwithstanding any provision herein to the contrary, in no event will any Participant who is eligible for a benefit under the terms of Section 2.2(b) of the CESP be designated as a Disabled Participant.

1.16 Early Retirement Date - means the first day of the first month that coincides with, or immediately follows, the date on which a Participant has a Separation from Service, (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.

1.17 Employee - means an individual who is an employee of the Company or of a Participating Company (i) who (A) has the highest level of operational, policy or professional responsibilities, or (B) has high executive, supervisory or professional responsibility; (ii) who is so designated by Committee resolution; and (iii) whose status as such has not terminated, which status shall terminate in any period of employment on the earlier of (A) the date set by the Committee acting in its absolute discretion, (B) the date his or her employment terminates for any reason whatsoever or (C) his or her Disability Benefit Date.

1.18 ERISA - means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto.

1.19 Health Care Expenses - means expenses for Medical Care, Dental Care and Vision Care.

1.20 Insurance Company - means the entity with whom the Company has contracted to provide for the payment of all reimbursable benefits under the CESP.

1.21 Medical Care - means medical care, as defined in Section 213(d) of the Code and regulations thereunder (except as such definition relates to Dental Care and Vision Care), for an eligible Participant and for his or her Dependents; provided, that the term Medical Care expressly shall not include (i) any treatment undertaken for any purpose that neither is authorized nor is supervised by a licensed physician or psychiatrist, (ii) any transportation primarily for and essential to the rendition of medical care, or (iii) any permanent improvements to property whether or not the particular improvement is related directly to medical care.

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1.22 Newspaper Employee - means a Participant who was a participant in the CNEBP on December 31, 2004.

1.23 Normal Retirement Date - means the first day of the first month that coincides with, or immediately follows, the date on which a Participant has a Separation from Service on or after the date on which a Participant (a) reaches age sixty-five (65) and (b) completes five (5) or more years of Vesting Service.

1.24 Participant - means, an Employee or a former Employee who is receiving, or is eligible to receive, any benefit under the CESP. Each individual employed by the Company or a Participating Company on January 1, 2005 who was a participant in the Cox Executive Supplemental Plan or the CNEBP on December 31, 2004 shall continue as a Participant, subject to the provisions of the CESP. In accordance with Article 6, certain Employees will be deemed to be Participants for limited purposes under the CESP.

1.25 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 by the Company.

1.26 Pension Plan - means any defined benefit plan maintained by the Company or one of its affiliates under Section 401 of the Code in which a Participant participates.

1.27 Plan Administrator - means the Company.

1.28 Plan Year - means the calendar year.

1.29 Reimbursement-Eligible Participant - means a Participant or a Dependent who was receiving reimbursements of Health Care Expenses under the CNEBP as of December 31, 2004 or a Participant who is listed on Exhibit A.

1.30 Separation from Service - means a separation of employment within the meaning established by the Secretary of the Treasury for purposes of Section 409A of the Code.

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1.31 Spouse - means ‘spouse’ as defined under the federal Defense of Marriage Act, 1 U.S.C. § 7. If the Defense of Marriage Act is no longer in effect, then, to the extent permitted by ERISA, ‘Spouse’ shall refer only to a person of the opposite sex who is a husband or a wife.

1.32 Trader SERP - means the Trader Publishing Company Supplemental Retirement Plan.

1.33 Vested Date - means the date on which an Employee has completed five (5) years of Vesting Service. Notwithstanding any provisions of the CESP to the contrary, the Vested Date for all Newspaper Employees shall be January 1, 2005.

1.34 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 Pension Plan. In addition, with respect to any Participant who is a former employee of Trader Publishing Company and who waived participation in the Trader SERP in accordance with the Agreement and Plan of Reorganization dated September 10, 2006, Vesting Service will include all years of service credited on behalf of such Participant under the Trader SERP.

1.35 Vision Care - means any treatment, procedure, service or device for an eligible Participant or for his or her Dependents that is undertaken, authorized, supervised or made by a licensed ophthalmologist, optometrist or optician and that is covered by the definition of medical care in Section 213(d) of the Code and the regulations thereunder; provided that coverage during each Plan Year shall be limited to a maximum of two pair of prescription eye glasses for the eligible Participant and for each of his or her Dependents.

ARTICLE 2

NORMAL RETIREMENT

2.1 Retirement Date. A Participant on his or her Normal Retirement Date shall receive a monthly benefit under which payments shall commence as of such Normal 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 Normal 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. Notwithstanding the

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foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of a Participating Company whose stock is publicly traded on an established securities market shall commence the first day of the seventh month after his or her Normal Retirement Date; provided that payments to which such Participant would otherwise be entitled during the first six months following the date of Separation from Service, plus interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of Separation from Service.

2.2 Normal Retirement Benefit.

(a) General Rule. With respect to Participants who are not covered by Section 2.2(b) or (c), including any Newspaper Employee who was a Group One Employee as defined in the CNEBP, the amount of each monthly Normal Retirement Benefit shall (subject to Article 7) be equal to the greater of:

(i) 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; provided that the Normal Retirement Benefit of a Newspaper Employee who is a Group Two Employee as defined in the CNEBP shall not exceed forty percent (40%) of his or her Average Compensation; or

(ii) The benefit to which the Participant would be entitled under the Pension Plan if the term “Compensation” were applied thereunder without regard to the limit on includable compensation imposed by Section 401(a)(17) of the Code.

(b) Special Rule for Former Trader SERP Participants. With respect to any Participant who is a former employee of Trader Publishing Company and who waived participation in the Trader SERP in accordance with the Agreement and Plan of Reorganization dated September 10, 2006, the amount of each monthly Normal Retirement Benefit shall (subject to Article 7) equal two percent (2%) of such Participant’s Average Compensation multiplied by years of Benefit Service up to a maximum of twenty (20).

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(c) Special Rule for Rehired Employees. With respect to a Participant who has a vested Accrued Retirement Benefit, who Separates From Service and who subsequently becomes re-hired by the Company or a Participating Company before receiving a distribution under the CESP, the amount of each monthly Normal Retirement Benefit shall (subject to Article 7) be equal to the greater of:

(i) Such Participant’s Normal Retirement Benefit calculated in accordance with Section 2.2(a) or (b), whichever is relevant, as of such Participant’s original date of Separation from Service;

(ii) Such Participant’s Normal Retirement Benefit calculated in accordance with Section 2.2(a) or (b), whichever is relevant, as of each of such Participant’s subsequent dates of Separation from Service.

2.3 Minimum Retirement Benefit. Notwithstanding any other provisions of the CESP to the contrary, a Participant’s Normal Retirement Benefit at his or her Normal Retirement Date shall not be less than the greatest Accrued Retirement Benefit that could have been payable as a result of his or her Early Retirement under Article 3 of the CESP.

ARTICLE 3

EARLY RETIREMENT

3.1 Early Retirement Date. 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. Notwithstanding the foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of a Participating Company whose stock is publicly traded on an established securities market shall commence the first day of the seventh month after his or her Early Retirement Date; provided that payments to which such Participant would otherwise be entitled during the first six months following the date

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of Separation from Service, plus simple interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of Separation from Service.

3.2 Early Retirement Benefit. The amount of each monthly Early Retirement Benefit shall (subject to Article 7) equal the Participant’s Normal Retirement Benefit as determined in Section 2.2(a) or Section 2.2(b) of the CESP, reduced as follows. 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 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).

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 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

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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, a Newspaper Employee’s Disability Benefit shall equal the Applicable Percentage of his or her Average Compensation (determined as of his or her Disability Benefit Date). Notwithstanding the foregoing, any benefits payable to a Disabled Participant under this Article 4 of the CESP 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 a short-term disability plan maintained by the Company or any subsidiary of the Company, from the Federal Social Security Administration (primary insurance benefits only) and under any state and local workers compensation law. In no event will a Participant who is eligible for a benefit under the terms of Section 2.2(b) of the CESP be designated a Disabled Participant for purposes of this Article 4.

4.2 Reinstatement as Active Employee. The period that begins on a Disabled Participant’s Disability Benefit Date and ends on the date his or her designation as such is terminated shall be deemed for purposes of the CESP 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 Employee under the CESP.

4.3 Preemption of Other Compensation. The payment of a monthly Disability Benefit under the CESP 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 under Section 5.1 and paid to his or her Beneficiary as if the Disabled Participant had been an active and full-time Employee on his or her date of death. In the event that a Disabled

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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 Disability Benefit. 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 date he or she attains age 65. Thereafter, and of such date, the Disabled Participant will be eligible to receive a benefit under the CESP 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 Pre-Retirement Death Benefit for Active Employees.

(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 that immediately follows the date of the Participant’s death and that 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. Notwithstanding the foregoing, for amounts that become payable on or after January 1, 2007, the preretirement death benefit shall be payable in the form of an Actuarial Equivalent lump sum. The amount of this 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 3.2 or (if otherwise eligible) Section 2.2 as if he or she had retired immediately before he or she died.

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(b) Special Rules. In the event that a death benefit is payable on behalf of a Participant to his or her Spouse under the Pension Plan, (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 the Pension 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 the CESP in the form of an Actuarial Equivalent life annuity benefit that is payable only for such Spouse’s lifetime and that commences as of the same date as the payment of that Spouse’s death benefit hereunder otherwise would have commenced under Section 5.1(a) of the CESP and, in the event the Committee approves such a request, such Spouse’s net death benefit under the CESP shall be paid only in that form. Notwithstanding the foregoing, for amounts that become payable on or after January 1, 2007, the preretirement death benefit shall be payable in the form of an Actuarial Equivalent lump sum.

5.2 Pre-Retirement Death Benefit for Terminated Employees. 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 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 the CESP, 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 that includes a death benefit. Notwithstanding the foregoing, a benefit payable to a Participant listed in Exhibit A in the form of benefit described in Section 8.1(b) of the CESP will continue for 120 months following the benefit commencement date.

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ARTICLE 6

VESTED BENEFIT

6.1 Vested Date. 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 the CESP 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 that shall continue as of the first day of each month thereafter only for his or her lifetime; provided that the monthly benefit of a Participant with ten (10) or more years of Vesting Service shall commence on the first day of the first month coinciding with or immediately following the date such Participant attains age fifty-five (55). Notwithstanding the foregoing to the contrary, the monthly benefit of a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of a Participating Company whose stock is publicly traded on an established securities market shall commence no earlier than the first day of the seventh month after the date he or she incurs a Separation from Service; provided that payments to which such Participant would otherwise be entitled during the first six months following the date of Separation from Service, plus simple interest at a rate of 6% to reflect the delay in payment, are accumulated and paid on the first day of the seventh month following the date of Separation from Service.

6.2 Vested Benefit. The Accrued Retirement Benefit of a Participant 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 date sixty (60) months prior to his or her Normal Retirement Date; and

(b) 1/360 for each month between the date on which the benefit payment under this Article 6 commences and the date that is sixty (60) months prior to his or her Normal Retirement Date.

No death benefit shall be payable under the CESP on behalf of such a Participant in the event he or she dies after the date payment of his or her Accrued Retirement Benefit

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commences except to the extent he or she elected a benefit payment form under Article 8 that includes a death benefit. No retirement benefit whatsoever shall be payable under the CESP 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 4.

6.3 Special Rule for Certain Pilots. With respect to an Employee (a) who is employed as a pilot on January 1, 2007 or who is employed as a pilot on a later date and is designated as a Participant only for purposes of this Section 6.3 by the Committee, (b) who becomes eligible to participate in the CESP on or after January 1, 2007, and (c) whose status as an Employee terminates during the year in which such Participant attains age sixty, such Employee shall be deemed a Participant in the CESP solely for the purpose of receiving a benefit pursuant to this Section 6.3. Such benefit shall be payable upon such Participant’s Separation from Service regardless of such Participant’s years of Vesting Service. The amount of each monthly benefit shall (subject to Article 7) equal the amount that would be payable to such Participant under the Pension Plan, as determined under the terms of the Pension Plan, if such Participant were credited with five (5) additional Years of Benefit Service under the Pension Plan. For purposes of this Section 6.3, the benefit reduction factors in Section 6.2 of the CESP and under the terms of the Pension Plan do not apply. Participants receiving a benefit pursuant to this Section 6.3 shall not be deemed to be Participants for any other purpose under the CESP.

ARTICLE 7

NO DUPLICATION OF BENEFITS

The benefits payable under the CESP shall not duplicate benefits payable under the Pension Plan. No benefit therefore shall be payable to a Participant under the CESP unless his or her monthly benefit under the CESP exceeds the total monthly benefit payable to such Participant under the Pension Plan, whenever such benefit becomes payable, and, in the event a benefit is payable under the CESP 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 Pension Plan, where for purposes of determining such excess:

(a) In the event that the Participant’s benefit (if any) under the Pension Plan and under the CESP are paid in the form of an annuity payable monthly for the lifetime of the Participant (but for not less than 120 months with respect to a Newspaper Employee), the total benefit under the Pension Plan and the CESP shall be expressed (according to the terms of the Pension Plan) as an annuity payable monthly for the lifetime of a Participant (but for not less than 120 months with respect to a Newspaper Employee), which commences as of the date his or her benefit is scheduled to commence under the CESP, and

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(b) In the event that the Participant’s benefit (if any) under the Pension Plan or under the CESP are paid other than in the form of an annuity payable monthly for the lifetime of the Participant (but for not less than 120 months with respect to a Newspaper Employee), the total benefit under the Pension Plan shall be expressed, on an Actuarial Equivalent basis, in the form of the benefit payable under the CESP.

Notwithstanding the above, the Participant’s annualized 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 Pension Plan that 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-five (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 Pension Plan.

In no event will a Participant who is eligible for a benefit under the terms of Section 2.2(b) of the CESP receive a benefit under the CESP that is less than an amount equal to such Participant’s accrued benefit payable under the Trader SERP as of September 10, 2006.

ARTICLE 8

BENEFIT PAYMENT FORMS

8.1 Benefit Payment Forms. A Participant who is eligible for the payment of a CESP 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. The value of any form of benefit elected or requested by a Participant or a former

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Participant shall be the Actuarial Equivalent of his or her benefit as determined under the CESP. 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 request or in the event the Committee does not approve a request, his or her benefit shall be paid in the form described in (a) below; provided that for benefits payable under Article 2 and Article 3 with respect to Participants listed in Exhibit A who fail to make a timely request or in the event the Committee does not approve a request, his or her benefit shall be paid in the form described in (b) below. All benefit payments will commence at the time specified under Article 2, Article 3, or Article 6 of the CESP, whichever is applicable.

(a) An annuity payable monthly only for the lifetime of the Participant.

(b) A joint and 50% survivor annuity, 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.

(c) Except with respect to any Participant entitled to a benefit under the provisions of Section 2.2(b) of the Plan, a single life annuity for the life of the Participant or the former Participant which is payable in monthly installments, provided, that in the case of the death of the Participant or of the former Participant after the commencement of benefit payments but prior to the receipt of either 60 (or 120) monthly installments, as he or she elects, the balance of such 60 (or 120) installments shall be paid to his or her Beneficiary until a total of 60 (or 120) installments have been paid to or on behalf of such Participant or former Participant.

(d) An annuity payable in monthly installments for the life of the Participant or the former Participant and for the life of his or her Contingent Annuitant, if the Contingent Annuitant survives the Participant or the former Participant, under which the amount of the monthly installment payable to the Contingent Annuitant shall equal either 50 percent, 66  ²/3 percent, or 100 percent, as the Participant or the former Participant elects, of the amount of each

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monthly installment payable to the Participant or to the former Participant during his or her lifetime; provided that, effective January 1, 2008, Participants may not elect such an annuity under which the amount of the monthly installment payable to the Contingent Annuitant is 66  ²/3 percent and that, effective January 1, 2008, except with respect to any Participant entitled to a benefit under the provisions of Section 2.2(b) of the Plan, Participants may elect such annuity under which the amount of the monthly installment payable to the Contingent Annuitant is 75 percent.

8.2 Involuntary Cash-out. If the present value of the benefit payable under Article 2, Article 3, or Article 6 of the CESP, and all similar arrangements in accordance with Section 409A of the Code, is $10,000 or less, then, notwithstanding any other CESP provision, payment of such benefit shall be made as soon as practicable to such Participant in the form of a lump sum payment; provided the payment accompanies the termination of the entirety of the Participant’s interest in the CESP and all similar arrangements in accordance with Section 409A of the Code. Such payment will be made on or before the later of December 31 of the calendar year in which occurs the Participant’s Separation from Service or the 15th day of the third month following the Participant’s Separation from Service. Notwithstanding the foregoing to the contrary, any lump-sum payment made pursuant to the previous sentence to a Participant who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of a Participating Company whose stock is publicly traded on an established securities market shall be made no earlier than the first day of the seventh month after the date he or she separates from service and shall include simple interest at a rate of 6% to reflect the delay in payment.

ARTICLE 9

MEDICAL, DENTAL AND VISION CARE REIMBURSEMENT

9.1 Description of Reimbursable Benefits. The Company shall reimburse a Reimbursement-Eligible Participant in accordance with Section 9.2 for one hundred percent (100%) of the expenses such Participant and his or her Dependents actually incur for Medical Care during a Plan Year and for seventy-five percent (75%) of the expenses that such Participant and his or her Dependents actually incur for Dental Care and Vision Care during a Plan Year,

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provided the total amount of expenses incurred and reimbursed to or on behalf of such a Participant with respect any expenses actually incurred in any Plan Year shall not exceed five thousand dollars ($5,000). The amount of expenses that is reimbursed with respect to any Plan Year shall not affect the amount of expenses incurred during any other Plan Year that is subject to reimbursement. No reimbursement shall be made under Article 9 of the CESP with respect to any Health Care Expenses to the extent that such expenses are reimbursed or are reimbursable through insurance or otherwise, including any welfare plan sponsored by the Company or any of the Participating Companies. Notwithstanding the foregoing, no reimbursements will be made to or on behalf of any Participant under Article 9 if the Participant or his or her Dependents fail to comply with all cost containment provisions applicable thereto under the terms of the Cox Enterprises, Inc. Welfare Benefit Plan.

9.2 Reimbursement Procedure.

(a) General. No reimbursement shall be made under Article 9 of the CESP unless a timely written claim for reimbursement has been submitted by, or on behalf of, the eligible Participant. A Health Care Expense shall be treated as incurred for purposes of the CESP on the date of the performance of the service, treatment or other activity for which such expense was charged. A reimbursement claim for a Health Care Expense must be submitted on a form satisfactory to the Committee not later than the thirtieth day of June following the end of the Plan Year in which the Health Care Expense was incurred and must include the following: (i) a copy of the bill or receipt for payment for each Health Care Expense item; (ii) a copy of any claim for reimbursement from any other source other than the CESP; (iii) a statement that no deduction under Section 213(a) of the Code has or will be claimed for any Health Care Expense for which reimbursement is claimed under the CESP; and (iv) a statement by such Participant (or by the person who submits the claim on his or her behalf) that to the best of his or her knowledge and belief: (A) the amount claimed under the CESP was paid or incurred for Medical Care, Dental Care and Vision Care for the Participant or for his or her Dependents and was not reimbursed or is not reimbursable by insurance or otherwise, and (B) the Participant and his or her Dependents were covered to the maximum extent allowable under the Cox Enterprises, Inc. Welfare Benefit Plan, and, if either or both qualified, the Participant or his or her Spouse, or both, has applied to enroll, or has enrolled, in Medicare. The Committee shall be entitled to rely

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on the information presented in any reimbursement claim as a true and correct statement of all material facts. Any reimbursement claim that is submitted on a timely basis shall be paid or denied within a reasonable period after the Committee receives such claim, and all claims shall be paid or denied no later than December 31 of the Plan Year following the year in which the Health Care Expense was incurred.

(b) Claim Review Procedure. In the event that all or any portion of a reimbursement claim submitted by, or on behalf of, a Reimbursement-Eligible Participant is denied by the Insurance Company, the Committee will prepare and deliver to such Participant (or to the person who submitted the claim on his or her behalf) written notice of the denial in accordance with then applicable ERISA claims procedure regulations and, in the event a written request for a review of that denial is filed on a timely basis, the denial shall be reviewed by the Insurance Company in a manner consistent with such regulations.

(c) Participating Company. The Committee shall designate one employee of each Participating Company to serve as its agent and to perform such functions as the Committee shall direct, including assisting Reimbursement-Eligible Participants in filing claims, providing pertinent records and copies of the claims with respect to any benefit reimbursed or reimbursable under the Cox Enterprises, Inc. Welfare Benefit Plan, Medicare or any other source, and disbursing reimbursement checks to the Participants. To the extent a Reimbursement-Eligible Participant requests such assistance from the Committee, Company or Plan Administrator, such Participant shall be obligated to sign a consent form authorizing the Plan Administrator or an agent of the Plan Administrator to use and disclose protected health information (as that term is defined under the Health Insurance Portability and Accountability Act of 1996) for purposes of carrying out plan administration functions that the Plan Administrator performs including activities undertaken to determine or provide benefits to Participants under the CESP (e.g., eligibility determinations, benefits coordination, claims adjudication, investigation and resolving of payment disputes, responding to participant inquiries about payments and obtaining payment under a contract for reinsurance).

(d) Source of Reimbursement. All reimbursements made under Article 9 of the CESP shall be paid directly by the Insurance Company. No Participant shall have any claim for payment against the Company or a Participating Company as a result of his or her participation under Article 9 of the CESP.

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9.3 Participation In Health Care Programs. No Reimbursement-Eligible Participant shall be eligible for any reimbursement for any Plan Year unless the Participant or his or her Dependents are covered for such Plan Year to the maximum extent allowable under the Cox Enterprises, Inc. Welfare Benefit Plan. Similarly, no Reimbursement-Eligible Participant shall be eligible for any reimbursement for any Plan Year in which the Participant or his or her Spouse is or becomes eligible for coverage under Medicare unless the Participant and his or her Spouse, as appropriate, enroll and remain enrolled under full Medicare coverage (including both Parts A, B and D).

9.4 Termination of Participation.

(a) General Rule. Except as provided below, a Reimbursement-Eligible Participant’s status as such for the purposes of Article 9 of the CESP, including the right to receive reimbursement for any incurred Health Care Expenses, shall terminate automatically upon the termination of his or her employment with the Company or with a Participating Company or, if sooner, upon either the termination of the CESP by the Company, the amendment of the CESP to terminate the provisions of Article 9 or the termination of participation in the CESP by the Participating Company by which he or she is employed. Notwithstanding the foregoing, a Participant’s eligibility for benefits under this Article 9 may be terminated as of the last day of any Plan Year by the Committee acting in its absolute discretion.

(b) Exceptions. A Reimbursement-Eligible Participant shall remain entitled to reimbursement of Health Care Expenses incurred by such Participant and his or her Dependents after termination of employment only under the following terms, conditions and circumstances:

(i) if such a Participant dies prior to the date of his or her termination of employment, then his or her Spouse and Dependent Children, if any, will continue to be eligible for the reimbursement of Health Care Expenses, subject to the dollar limitations set forth in Section 9.1 hereof and the satisfaction of all other requirements set forth in this Article 9, until the earlier of the last day of the ten (10) year period immediately following the Participant’s date

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of death or the date the Spouse remarries, provided, that if such a Participant dies after he or she has attained age fifty-five (55), then his or her Spouse and Dependent Children, if any, will continue to be eligible for the reimbursement of Health Care Expenses, subject to the dollar limitations set forth in Section 9.1 hereof and the satisfaction of all other requirements set forth in this Article 9, until the earlier of the date the Spouse remarries or dies;

(ii) if such a Participant terminates from employment on or after he or she has attained age fifty-five (55), then such a Participant and his or her Dependents will continue to be eligible for the reimbursement of Health Care Expenses, subject to the dollar limitations set forth in Section 9.1 hereof and the satisfaction of all other requirements set forth in this Article 9, through until the date of such Participant’s death; and

(iii) in the event that a Participant who is entitled to the reimbursement of Health Care Expenses under the provisions of subsection (ii) above, dies earlier than the last day of the ten (10) year period immediately following the Participant’s date of termination of employment, then his or her Spouse and Dependent Children, if any, will continue to be eligible for the reimbursement of Health Care Expenses, subject to the dollar limitations set forth in Section 9.1 hereof and the satisfaction of all other requirements set forth in this Article 9, until the earlier of the last day of such ten (10) year period or the date the Spouse remarries, provided, that if such a Participant dies after the last day of the ten (10) year period immediately following the Participant’s date of termination of employment, then his or her Spouse and Dependent Children, if any, will continue to be eligible for the reimbursement of Health Care Expenses, subject to the dollar limitations set forth in Section 9.1 hereof and the satisfaction of all other requirements set forth in this Article 9, until the earlier of the date six (6) months after the date of the Participant’s death or the date the Spouse remarries.

ARTICLE 10

SOURCE OF RECORDS AND BENEFIT PAYMENTS

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

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

10.3 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.

10.4 Source of Benefit Payments. Any person who claims a retirement benefit under the CESP shall look solely to the general assets of the Participating Employer obligated to make such payments under Section 10.2, and such person’s interest in those assets shall not be superior or senior to the claim of any other general and unsecured creditor of the Participating Company.

ARTICLE 11

SPECIAL PROVISIONS

11.1 Misconduct. If the Committee finds that any Participant, regardless of whether or not he currently is receiving benefits under the CESP, engaged in (1) misconduct resulting in a detriment to the Company, (2) dishonesty that results in financial loss to the Company, (3) malicious destruction of any property of the Company or a Participating Company or (4) a felony for which he or she is convicted that arises out of his or her employment by the Company, the Committee may, notwithstanding any other provision in the CESP 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 the CESP.

11.2 Application for Benefits. In the event any retirement benefit becomes payable under the CESP and no application therefore 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 the CESP 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

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who are legally entitled to receive such retirement benefit within two (2) years of the date such retirement benefit becomes payable under the CESP, such retirement benefit shall also be forfeited.

ARTICLE 12

MANAGEMENT COMMITTEE

12.1 General. The Committee shall be the Named Fiduciary for the CESP 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.

12.2 Powers. The Committee shall have control over the administration of the CESP, 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 CESP 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.

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

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ARTICLE 13

AMENDMENT AND TERMINATION

13.1 Amendment. The CESP 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 and liquidate the CESP at any time and to cease the accrual of benefits hereunder; provided that: (1) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company (as defined under Section 409A of the Code); (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A of the Code if the Participants in the Plan have accrued benefits under such agreements, methods, programs, and other arrangements; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan under Section 409A of the Code if the Participants participated in both plans, at any time within 3 years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan. However, in the event the CESP is terminated during a Plan Year, each Participant listed in Exhibit A at such time shall be entitled to submit a reimbursement claim under Article 9 for Health Care Expenses incurred by the Participant listed in Exhibit A and by his or her Dependents on or before the date the CESP is terminated.

ARTICLE 14

MISCELLANEOUS

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

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14.2 Construction. In the construction of the CESP, the singular shall include the plural in all cases in which such meaning would be appropriate. The CESP 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 CESP 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 CESP for purposes of compliance with the ERISA reporting and disclosure requirements.

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

14.6 Effect of CESP. The CESP 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 the CESP shall be entitled to all benefits provided under Article 9 as if such Participant was a Newspaper Employee.

14.9 Compliance with Code Section 409A. The CESP is intended to comply with the requirements of Code Section 409A and regulations and other guidance thereunder. The Committee shall interpret the CESP provisions in a manner consistent with the requirements of Code Section 409A and regulations and other guidance thereunder.

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Exhibit A

[Newspaper Employees]

[Grandfathered CESP Participants]

EX-10.14

Exhibit 10.14

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION PLAN

COX ENTERPRISES, INC.

EXECUTIVE SAVINGS PLUS RESTORATION

PLAN

Cox Enterprises, Inc. hereby amends and restates this Cox Enterprises, Inc. Executive Savings Plus Restoration Plan as first adopted effective as of July 1, 1995 (the “Plan”), 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. The effective date of the Plan as amended and restated is January 1, 2005.

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 of the Employer 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 is a Restricted Employee whose ABBR (or, with respect to an Employee who is not a “commissioned employee,” ABBR plus bonus paid) as of September 1 of the previous calendar year equals or exceeds two hundred thousand dollars ($200,000), provided such Employee makes an irrevocable election for the Plan Year to contribute to the 401(k) plan at the six percent (6%) of Compensation maximum limit. For purposes of this Section 2.1, a “commissioned employee” is an Employee who is designated as a commissioned employee on the Employer’s payroll system. 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.

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. Employees who become eligible to participate in the Plan by reason of being a Restricted Employee will be notified in a reasonably practicable period of time prior to becoming eligible.

2.3 Election to Participate.

Each Eligible Employee who wishes to participate in the Plan for the Plan Year must file an election by the end of the annual enrollment period, which shall be no later than December 31 of the year prior to the year in which the Compensation is earned. In accordance with Section 409A of the Code, such election shall be applicable in the event an Eligible Employee becomes eligible to participate in a similar arrangement maintained by the Employer. Notwithstanding the foregoing, a newly Eligible Employee who is not eligible to participate in a similar arrangement maintained by the Employer and who wishes to participate in the Plan for the Plan Year in which he or she becomes eligible must file an election within 30 days after he or she is notified that he or she has been designated a Restricted Employee. If such election is not made on or before such date, the Employee shall be deemed to have elected not to participate in the Plan for the Plan Year. Notwithstanding the foregoing and if permissible under applicable law, the Committee acting in its discretion may permit an Employee to make a single election to participate in each subsequent year until such time as Employee revokes the election; provided that such an election to revoke only will be effective for the Plan Year following the Plan Year in which such election was made.

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 elect during the enrollment period described in Section 2.3 to make contributions through payroll deductions to the Plan (“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 contributed thereby to the 401(k) Plan. Employee Supplemental Contributions are irrevocable for the Plan Year and shall continue to be made for each Participant at the rate elected until the close of the Plan Year. Each Eligible Employee who wishes to participate in the Plan for a subsequent Plan Year must file a new election in accordance with the provisions of Section 2.3. Notwithstanding the foregoing and if permissible under the law, the Committee acting in its discretion may permit an Employee to make a single election to participate in each subsequent year until such time as Employee

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revokes the election; provided that such an election to revoke only will be effective for the Plan Year following the Plan Year in which such election was made. 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.

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 Eligible Employee who elects to participate in the Plan pursuant to Section 2.3 (“Participant”) shall be credited to the Participant’s Plan Accounts, as defined in Article V.

(b) Rate of Return.

Each Participant shall be credited with a rate of return to 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.

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 during the enrollment period described in Section 2.3 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.

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 during the enrollment period described in Section 2.3. Once made, such election may not be revoked.

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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”). For Plan Years commencing on and after January 1, 2008, the maximum credit for Employer Supplemental Contributions shall be equal to the lesser of (a) an amount equal to 50 percent of 6 percent of each Participant’s Compensation, or (b) an amount equal to one-half of the dollar limit in effect under Code §402(g) with respect to any such Plan Year. 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. Further notwithstanding the foregoing, effective January 1, 2007, Employer Supplemental Contributions will be credited only with respect to amounts that are credited after the first anniversary of such Participant’s Employment Commencement Date.

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 Separates From Service prior to the end of such Plan Year without subsequently being rehired. The terms “Separates From Service,” “Separation From Service,” and “Separated From Service” shall have the meanings set forth under Code § 409A and the guidance promulgated thereunder.

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 account for each Participant to which shall be credited all Employee Supplemental Contributions under Sections 3.1, 3.4, and 3.5 (and interest thereon pursuant to Section 3.2(b)) deferred prior to January 1, 2005 (“Grandfathered Employee Supplemental Contribution Account”);

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(b) An account for each Participant to which shall be credited Employer Supplemental Contributions credited to such Participant under Sections 4.1 and 4.3 (and interest thereon pursuant to Section 3.2(b)) deferred prior to January 1, 2005 (“Grandfathered Employer Supplemental Contribution Account”);

(c) An account for each Participant to which shall be credited all Employee Supplemental Contributions under Sections 3.1, 3.4, and 3.5 (and interest thereon pursuant to Section 3.2(b)) deferred on or after January 1, 2005 (“Non-Grandfathered Employee Supplemental Contribution Account”); and

(d) An account for each Participant to which shall be credited Employer Supplemental Contributions credited to such Participant under Sections 4.1 and 4.3 (and interest thereon pursuant to Section 3.2(b)) deferred on or after January 1, 2005 (“Non-Grandfathered Employer Supplemental Contribution Account”).

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

All Employee Supplemental Contributions shall be credited to the applicable Employee Supplemental Contributions Account as soon as administratively practicable. All Employer Supplemental Contributions shall be credited to the applicable Employer Supplemental Contributions 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 VI 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

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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 with respect to Grandfathered Amounts. 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 Grandfathered 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 Benefit Determination with respect to Non-Grandfathered Amounts. Upon a Participant’s Separation From Service on or after the date he or she (i) has attained age 65 and has completed 5 or more years as a Covered Employee (as defined in the Cox Enterprises, Inc. Pension Plan) or (ii) has attained age 55 and has completed 10 or more Years of Vesting Service (as defined in the Cox Enterprises, Inc. Pension Plan), the Participant shall be entitled to receive a benefit equal in value to the sum of the amounts credited to the Participant’s Non-Grandfathered Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid in accordance with the provisions of Article X.

ARTICLE VIII

DEATH BENEFITS

8.1 Benefit Determination.

Upon the death of a Participant prior to retirement, Termination of Employment, or Separation From Service, 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 with respect to Grandfathered Amounts.

(a) A Beneficiary may request that the balance in a deceased Participant’s or Former Participant’s Grandfathered Plan Account 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.

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(b) A Beneficiary of a Participant actually employed at death may request that the balance in such Participant’s Grandfathered Plan Account 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 balance in such Former Participant’s Grandfathered Plan Account 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 with respect to Grandfathered Amounts. 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 Grandfathered 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 Benefit Determination with respect to Non-Grandfathered Amounts. Upon a Participant’s Separation From Service prior to the date he or she (i) has attained age 65 and has completed 5 or more years as a Covered Employee (as defined in the Cox Enterprises, Inc. Pension Plan) or (ii) has attained age 55 and has completed 10 or more Years of Vesting Service (as defined in the Cox Enterprises, Inc. Pension Plan), the Participant shall be entitled to receive a benefit equal in value to the sum of the amount credited to the Participant’s Non-Grandfathered Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid in accordance with the provisions of Article X.

ARTICLE X

PAYMENT OF BENEFITS

10.1 Timing of Payment for Grandfathered Amounts.

(a) 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 Grandfathered 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 the foregoing, the Participant may request that the balance in such Participant’s Grandfathered Plan Account 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.

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(b) A Participant may request that the balance in such Participant’s Grandfathered Plan Account be paid 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.

(c) 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 Section 10.1. The Committee shall determine the procedures and may designate administrative forms to be used by Participants when making a request permitted under this Section 10.1.

10.2 Timing of Payment for Non-Grandfathered Amounts.

A Participant who is entitled to receive a benefit pursuant to Article VII shall receive the total balance credited to such Participant’s Non-Grandfathered Plan Accounts in the form of annual installments for a period of five (5) years to commence as soon as practicable after the date the Participant has Separated From Service, and in no event later than the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the Participant’s Separation From Service. A Participant who is entitled to receive a benefit pursuant to Article IX shall receive the total balance credited to such Participant’s Non-Grandfathered Plan Accounts in the form of a lump sum payment payable as soon as practicable after the date the Participant has Separated From Service, in no event later than the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the Participant’s Separation From Service.

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10.3 Cash-Out.

Notwithstanding any provisions of the Plan to the contrary, if the total balance in a Participant’s Grandfathered Plan Accounts at the time the Participant retires or Terminates Employment is $5,000 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 retires or Terminates Employment. Notwithstanding any provisions of the Plan to the contrary, if the total balance in a Participant’s Non-Grandfathered Plan Accounts and all similar arrangements in accordance with Section 409A of the Code at the time the Participant Separates From Service is $10,000 or less, then such balance shall be paid to the Participant in a lump sum payment as soon as practicable after the date the Participant Separates From Service, provided the payment accompanies the termination of the entirety of the Participant’s interest in the Plan and all similar arrangements in accordance with Section 409A of the Code. Such payment will be made on or before the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the Participant’s Separation From Service.

10.4 Mode of Benefit Payment.

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

10.5 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.

10.6 Claims Procedure.

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

ARTICLE XI

IN-SERVICE WITHDRAWALS

In the event that a Participant suffers an unforeseeable, immediate and heavy financial need which is beyond his or her control and 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. 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.

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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 III and IV. 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:

(1) The Plan Sponsor;

(2) The Board of Directors of the Plan

Sponsor;

(3) The Employer; and

(4) The Committee.

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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.

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(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.

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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 to all affected Participants amounts in the Plan Account of each such Participant at the time of distribution in such manner as the Plan Sponsor shall determine in accordance with all applicable law. Notwithstanding the foregoing, the Plan Sponsor may, in its sole discretion, delay the distribution of amounts in the Non-Grandfathered Plan Accounts in order to comply with Code § 409A.

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.

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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.

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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.

17.11 Compliance with Code Section 409A.

This Plan is intended to comply with the requirements of Code Section 409A and regulations and other guidance thereunder. The Management Committee shall interpret the Plan provisions in a manner consistent with the requirements of Code Section 409A and regulations and other guidance thereunder.

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Exhibit A

Cox Enterprises, Inc.

Atlanta Newspapers Division (Atlanta Journal/Constitution)

d/b/a Skirt Atlanta

Cox Newspapers, Inc.

Cox North Carolina Publications, Inc.

d/b/a Beaufort-Hyde News

d/b/a Bertie Ledger-Advance

d/b/a The Chowan Herald

d/b/a Duplin Times/Duplin Today

d/b/a The Enterprise

d/b/a The Farmville Enterprise

d/b/a Perquimans Weekly

d/b/a The Standard Laconic

d/b/a The Times Leader

d/b/a Tri-County Shopper

d/b/a The Weekly Herald

d/b/a Marshall News Messenger (Marshall, Texas)

d/b/a Saving Source Direct

CNCP, Inc.

Cox Texas Partners, Inc.

Cox Texas Newspapers, L.P.

d/b/a The Austin American-Statesman

d/b/a Austin Daily Record

d/b/a Longview News-Journal

d/b/a The Lufkin Daily News

d/b/a The Herald Publishing Company, Inc.

d/b/a The Daily Sentinel (Nacogdoches)

d/b/a Waco Tribune-Herald

d/b/a The Bastrop Advertiser

d/b/a The Smithville Times

d/b/a The Pflugerville Pflag

d/b/a Lake Travis View

d/b/a Westlake Picayune

d/b/a North Lake Travis Log

d/b/a Austin Community Newspapers

d/b/a ¡ahora si!

Cox CTP Holdings, Inc.

Grand Junction Newspapers, Inc.

d/b/a The Daily Sentinel (Grand Junction, CO)

d/b/a The Nickel

Cox Auto Trader, Inc. (formerly TPI, Inc.)

Cox Auto Trader/AutoMart Division

InterCo Print, LLC

Cox Auto Mart, Inc.

d/b/a Harmon Autos

Dayton Newspapers, Inc. (d/b/a Cox Ohio Publishing, Inc.) (non-Union employees)

d/b/a Dayton Daily News

d/b/a Fairfield Echo

d/b/a Hamilton Journal-News

d/b/a Lebanon Western Star/The Western Star

d/b/a Middletown Journal

d/b/a Oxford Press

d/b/a Pulse-Journal

d/b/a Mason Pulse-Journal

d/b/a West Chester Pulse-Journal

d/b/a Springfield News-Sun

Miami Daily News, Inc.

CEI Washington Bureau, Inc.

Cox Voice Services, Inc.

Cox CustomMedia, Inc.

Palm Beach Newspapers, Inc.

d/b/a Palm Beach Daily News

d/b/a La Palma

d/b/a The Palm Beach Post

d/b/a Florida Pennysaver

Cox Broadcasting, Inc.

Georgia Television Company

d/b/a WSB-TV

Miami Valley Broadcasting Corporation

d/b/a WHIO-TV

KIRO-TV, Inc.

d/b/a KIRO-TV

KIRO Productions, L.L.C.

KTVU, Inc. (non-AFTRA employees)

KTVU Partnership

d/b/a KRXI(TV)

d/b/a KTVU-TV

d/b/a KFOX-TV

d/b/a KAME-TV (LMA operation)

d/b/a KICU-TV

WFTV, Inc.

d/b/a WFTV-TV

d/b/a WRDQ-TV

d/b/a Cox Retail Marketing

WPXI, Inc.

d/b/a WPXI-TV

WSOC Television, Inc.

d/b/a WSOC-TV

d/b/a WAXN-TV

WTOV, Inc.

d/b/a WTOV-TV

WJAC, Incorporated

d/b/a WJAC-TV

Cox Salesrep, Inc.

TeleRep, L.L.C.

Cox Cross Media, L.L.C.

CCI News Services, Inc.

Cox Radio, Inc.

Atlanta

d/b/a WALR-FM

d/b/a WSB-AM/FM

d/b/a WBTS-FM

d/b/a WSRV-FM

Birmingham

d/b/a WAGG-AM

d/b/a WZZK-FM

d/b/a WBHJ-FM

d/b/a WBHK-FM

d/b/a WBPT-FM

d/b/a WNCB-FM

d/b/a WPSB-AM

Bridgeport

d/b/a WEZN-FM

Dayton

d/b/a WZLR-FM

d/b/a WHIO-AM

d/b/a WHIO-FM

Greenville

d/b/a WJMZ-FM

d/b/a WHZT-FM

Honolulu (employees covered under state-mandated medical/dental plan)

d/b/a KCCN-FM

d/b/a KINE-FM

d/b/a KPHW-FM

d/b/a KRTR-AM

d/b/a KKNE-AM

Houston

d/b/a KKBQ-FM

d/b/a KHPT-FM

d/b/a KTHT-FM

d/b/a KHTC-FM

Jacksonville

d/b/a WAPE-FM

d/b/a WFYV-FM

d/b/a WMXQ-FM

d/b/a WOKV-AM

d/b/a WXGL-FM

d/b/a WJGL-FM

Long Island

d/b/a WBLI-FM

d/b/a WBAB-FM

d/b/a WHFM-FM

Louisville

d/b/a WRKA-FM

d/b/a WVEZ-FM

d/b/a WSFR-FM

d/b/a WPTI-FM

Miami

d/b/a WFLC-FM

d/b/a WHQT-FM

d/b/a WEDR-FM

New Haven

d/b/a WPLR-FM

d/b/a WYBC-FM

Orlando

d/b/a WCFB-FM

d/b/a WDBO-AM

d/b/a WHTQ-FM

d/b/a WMMO-FM

d/b/a WWKA-FM

d/b/a WPYO-FM

Richmond

d/b/a WKHK-FM

d/b/a WMXB-FM

d/b/a WKLR-FM

San Antonio

d/b/a KCYY-FM

d/b/a KISS-FM

d/b/a KKYX-AM

d/b/a KSMG-FM

d/b/a KONO-AM/FM

d/b/a KPWT-FM

Stamford/Norwalk

d/b/a WNLK-AM

d/b/a WSTC-AM

d/b/a WCTZ-FM

d/b/a WFOX-FM

Tampa

d/b/a WSUN-FM

d/b/a WWRM-FM

d/b/a WHPT-FM

d/b/a WDUV-FM

d/b/a WPOI-FM

d/b/a WXGL-FM

Tulsa

d/b/a KJSR-FM

d/b/a KKCM-FM

d/b/a KRAV-FM

d/b/a KRMG-FM

d/b/a KWEN-FM

d/b/a KRTO-FM

Manheim Auctions, Inc.

Heart to Hearts (Fisher), Inc.

Manheim Corporate Services, Inc.

Manheim Consulting, LLC

Manheim Dealer Service Centers, LLC

Online Vehicle Exchange, L.L.C.

Manheim NRT, L.L.C.

Manheim ATC, Inc.

AutoTrader.com, Inc.

Remarketing Solutions, Inc.

Remarketing Auto Sales, LLC

d/b/a Inspection Solution

DMA Suites, L.L.C.

d/b/a Solutions Payment Processing

d/b/a Manheim’s Inspection Solution

d/b/a Fleet Solutions (TN)

Manheim Investments, Inc.

d/b/a Total Resource Auctions

d/b/a San Diego Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a First Mission Auto Body Repair

British Car Auctions, Inc.

d/b/a Manheim San Diego

Manheim’s Oklahoma Auction Services, Inc.

d/b/a Manheim’s Oklahoma City Auction Services

d/b/a Manheim Oklahoma City

Tri-City Auto Auction, Inc.

Total Resource Auctions, Inc.

d/b/a TRA Sapulpa Auto Pool

d/b/a Southern Arizona Insurance Service Center

Klode Salvage Distribution Center, Inc.

Alabama Savage Auction Company, Inc.

AAAA Dealer Services, Inc.

Manheim’s Pennsylvania Auction Services, Inc.

d/b/a Butler Auto Auction

d/b/a Fresno Auto Dealers Auction

d/b/a Hatfield Auto Auction

d/b/a Keystone Auto Auction

d/b/a Keystone Recon Center

d/b/a Manheim Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Pittsburgh

d/b/a Manheim Philadelphia

d/b/a Manheim Pennsylvania

d/b/a Manheim Central California

d/b/a Manheim Central Pennsylvania

d/b/a Manheim Buffalo

Manheim Auto Body Repair, Inc.

Mark III Customs, LLC

d/b/a Manheim DRIVE

d/b/a Georgia Auto Body Repair

d/b/a Illinois Auto Body Repair

d/b/a Orlando’s Super Center Auto Body Repair

Manheim Interactive, Inc.

d/b/a The Gold Book

Greater Gulf Coast Auto Auctions, Inc.

d/b/a Greater New Orleans Auto Auction

d/b/a Pensacola Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Baton Rouge

d/b/a Manheim Pensacola

d/b/a Manheim New Orleans

Greater Arizona Auto Auctions, Inc.

d/b/a Greater Auto Auction of Phoenix

d/b/a Greater Auto Auction of Tucson

d/b/a Manheim’s Tucson Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a 79^th Avenue Auto Body Repair

d/b/a Total Resource Auctions

d/b/a Manheim Phoenix

d/b/a Manheim Tucson

Greater Orlando Auto Auction, Inc.

d/b/a Manheim’s Central Florida Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Audio Optics Accessories

d/b/a Total Resource Auctions

d/b/a Manheim Central Florida

d/b/a Manheim Jacksonville

d/b/a Manheim Ocala

Manheim Remarketing Limited Partnership

d/b/a Florida Auto Auction of Orlando

d/b/a Arizona Auto Auction

d/b/a Mark III Customs

d/b/a FAAO Manufacturing

d/b/a Manheim Arizona

d/b/a Manheim Orlando

Greater Nevada Auto Auctions, Inc.

d/b/a Greater Las Vegas Auto Auction

d/b/a Greater Nevada Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Las Vegas

d//b/a Manheim Nevada

Atlanta Auto Auction, Inc.

d/b/a Georgia Dealers Auto Auction

d/b/a Atlanta Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Atlanta

d/b/a Manheim Georgia

Florida Auto Auction of Orlando, Inc.

d/b/a Lakeland Auto Auction

d/b/a Imperial Auto Auction

d/b/a Daytona Auto Dealers Exchange

d/b/a Daytona Auto Auction

d/b/a Greater Tampa Bay Auto Auction

d/b/a St. Pete Auto Auction

d/b/a Lauderdale-Miami Auto Auction

d/b/a West Palm Beach Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Manheim’s Southwest Florida Auto Auction

d/b/a All Tampa Auto Body Repair

d/b/a Total Resource Auctions

d/b/a Manheim Fort Myers

d/b/a Manheim Lakeland

d/b/a Manheim Palm Beach

d/b/a Manheim St. Pete

d/b/a Manheim Tampa

d/b/a Manheim Fort Lauderdale

d/b/a Manheim Doral

d/b/a Manheim Daytona Beach

d/b/a Manheim Imperial Lakeland

Manheim Asset Management, Inc.

d/b/a Omaha Auto Auction

d/b/a OAA Sales

d/b/a Total Resource Auctions

d/b/a Manheim Omaha

Manheim NJ Investments, Inc.

National Auto Dealers Exchange, L.P.

d/b/a Skyline Auto Auction

d/b/a Skyline Auto Exchange

d/b/a National Auto Dealers Exchange

d/b/a Total Resource Auctions

d/b/a Manheim Certified Auto Body Repair

d/b/a New Jersey Auto Body Repair of Linden

d/b/a I-295 Auto Body Repair

d/b/a Manheim NY Metro Skyline

d/b/a Manheim New Jersey

California Auto Dealers Exchange, L.L.C.

d/b/a Riverside Auto Auction

d/b/a Bay Cities Auto Auction

d/b/a California Auto Dealers Exchange

d/b/a Los Angeles Dealers Auto Auction

d/b/a Southern California Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Los Angeles

d/b/a Manheim Riverside

d/b/a Manheim Southern California

d/b/a Manheim California

d/b/a Manheim San Francisco Bay

Cincinnati Auto Auction, Inc.

d/b/a Total Resource Auctions

d/b/a Manheim Cincinnati

Colorado Auction Services Corporation

d/b/a Colorado Auto Auction

d/b/a Colorado Auction Services

d/b/a Manheim Colorado

Fredericksburg Auto Auction, Inc.

d/b/a Manheim Certified Auto Body Repair

d/b/a Battlefield Auto Body Repair

d/b/a Virginia Vehicle Exchange

d/b/a Total Resource Auctions

d/b/a Manheim Virginia

d/b/a Manheim Fredericksburg

Georgia Auction Services, Inc.

d/b/a Bishop Brothers Auto Auction

New Texas Auto Auction Services, L.P.

d/b/a Big H Auto Auction

d/b/a Big H Body Shop

d/b/a Big H Auto Body Repair

d/b/a Manheim Mobile Auction Services of Houston

d/b/a Dallas-Fort Worth Auto Auction

d/b/a Dealers Auto Auction of Dallas

d/b/a Dealers Auto Auction of Tyler

d/b/a Dallas Auto Auction

d/b/a DFW Auto Auction

d/b/a El Paso Auto Auction

d/b/a Fort Worth Auto Auction

d/b/a Fort Worth Vehicle Auction

d/b/a Longhorn Towing and Transportation

d/b/a San Antonio Auto Auction

d/b/a Total Resource Auctions

d/b/a Texas Hobby Auto Auction (Non-Union Employees)

d/b/a Hobby Auto Body Repair

d/b/a Tex-Mex Auto Auction

d/b/a Frontier Auto Body Repair

d/b/a Manheim’s Mobile Auction of Dallas-Fort Worth

d/b/a Allstar Transportation

d/b/a Manheim Certified Auto Body Repair

d/b/a Manheim Dallas

d/b/a Manheim Fort Worth

d/b/a Manheim San Antonio

d/b/a Manheim El Paso

d/b/a Manheim Austin

d/b/a Manheim Longview

d/b/a Manheim Dallas-Fort Worth

d/b/a Manheim Metro Dallas

d/b/a Manheim Houston

d/b/a Manheim Texas Hobby

Manheim Texas Auction Services, LLC

d/b/a Texas Auction Services

d/b/a Metropolitan Milwaukee Auto Auction

d/b/a Total Resource Auctions

d/b/a Manheim Milwaukee

J.A.S. Auto Sales, Inc.

Kansas City Auto Auction, Inc.

d/b/a 166 Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Kansas City Auto Body Repair

d/b/a Jordan Valley Auto Body Repair

d/b/a Total Resource Auctions

d/b/a Manheim Little Rock

d/b/a Manheim Missouri

d/b/a Manheim Kansas City

d/b/a Manheim NW Arkansas

Louisiana Auction Services, Inc.

d/b/a Baton Rouge Auto Auction

d/b/a Lafayette Auto Auction

d/b/a Southern Auction

d/b/a Manheim Lafayette

Louisville Auto Auction, Inc.

d/b/a Indianapolis Auto Auction

d/b/a Total Resource Auctions

d/b/a Total Vehicle Solutions

d/b/a Fort Wayne Vehicle Auction

d/b/a Mid-American Auto Auction

d/b/a Manheim Louisville

d/b/a Manheim Indianapolis

d/b/a Manheim Kentucky

d/b/a Manheim Fort Wayne

Manheim Auctions Government Services, Inc.

Manheim Metro Detroit Auto Auction, Inc.

d/b/a Manheim’s Michigan Auto Auction

d/b/a Manheim’s Cyberlot Outlet

d/b/a Detroit Auto Auction (non-Union employees)

d/b/a Detroit Vehicle Center

d/b/a Total Resource Auctions

d/b/a Manheim Flint

d/b/a Manheim Detroit

Manheim Auto Resale Services, Inc.

d/b/a Ohio Banc Auction

Manheim Services Corporation

Mississippi Auto Auction Inc.

Albuquerque Auto Auction Inc.

d/b/a Albuquerque Auto Auction

d/b/a Albuquerque Auto Body Repair

d/b/a Aloha Auto Auction

d/b/a Arena Auto Auction (non-Union employees)

d/b/a Auction Way Sales

d/b/a Baltimore-Washington Auto Exchange

d/b/a Charleston Auto Auction

d/b/a Clanton’s Auto Auction

d/b/a Collateral Recovery of Hawaii

d/b/a Denver Auto Auction

d/b/a Gateway Auction Services

d/b/a Gateway Auto Auction

d/b/a Greater Chicago Auto Auction

d/b/a Harrisonburg Auto Auction

d/b/a Illinois Auto Body Repair, Bolingbrook

d/b/a Manheim Boise

d/b/a Minneapolis Auto Auction

d/b/a Minneapolis Auto Body Repair

d/b/a Mississipii Auto Auction

d/b/a Magnolia Auto Body Repair

d/b/a Newburgh Auto Auction

d/b/a Northstar Auto Auction

d/b/a Ohio Auto Auction

d/b/a Ohio Auto Sales

d/b/a Ohio Salvage Auction

d/b/a Portland Auto Auction

d/b/a Jantzen Beach Auto Body Repair

d/b/a South Seattle Auto Auction

d/b/a South Seattle Collision Center

d/b/a St. Louis Auto Auction

d/b/a Total Resource Auctions

d/b/a Utah Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Manheim’s Darlington Auto Auction

d/b/a Maryland’s Best Auto Body Repair

d/b/a One Stop Quality Automotive

d/b/a South Davis Auto Body Repair

d/b/a Early Road Auto Body Repair

d/b/a Palmetto Auto Body Repair

d/b/a Quality First Detail

d/b/a Manheim Chicago

d/b/a Manheim Seattle

d/b/a Manheim Baltimore-Washington

d/b/a Manheim Ohio

d/b/a Manheim Hawaii

d/b/a Manheim Utah

d/b/a Manheim St. Louis

d/b/a Manheim Sioux Falls

d/b/a Manheim Portland

d/b/a Manheim Harrisonburg

d/b/a Manheim Metro Chicago

d/b/a Manheim New York

d/b/a Ohio Auto Body Repair

d/b/a Manheim Montana

d/b/a Manheim Darlington

d/b/a Manheim Minneapolis

d/b/a Manheim Northstar Minnesota

d/b/a Manheim Arena Illinois

New England Auto Auction, Inc.

d/b/a American Auto Auction

d/b/a Revolution Auto Body Repair

d/b/a Total Resource Auctions

d/b/a Manheim New England

American Auto Auction Services, LLC

d/b/a Manheim Connecticut

New York Auto Auction Services, Inc.

d/b/a Northway Exchange

d/b/a Manheim Albany

North Carolina Services Corporation

d/b/a High Point Auto Auction

d/b/a Statesville Auto Auction

d/b/a Aycock Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Exit 54 Auto Body Repair

d/b/a Total Resource Auctions

d/b/a Manheim Wilmington

d/b/a Manheim Statesville

d/b/a Manheim North Carolina

Tennessee Services Corporation

d/b/a Tennessee Auto Auction

d/b/a Nashville Auto Auction

d/b/a Nashville Auto Auction Sales

d/b/a Nashville Dealers Auto Auction

d/b/a Manheim Certified Auto Body Repair

d/b/a Cumberland Auto Body Repair

d/b/a Manheim Realty & Auction

d/b/a Total Resource Auctions

d/b/a Manheim Nashville

d/b/a Manheim Tennessee

Manheim Automotive Financial Services, Inc.

d/b/a Coordinated Asset Marketing

d/b/a CAM

Manheim Funding Corporation

Manheim Automotive Dealer Services, Inc.

Other

COX ENTERPRISE, Inc.

CEI PCS, Inc.

Cox Aviation, Inc.

Cox Corporate Services, Inc.

Clarendon Farms, L.L.C. (Non-Union Employees)

CFM, Inc.

Cox E-Commerce Services, Inc.

Cox Search, Inc.

Cox International, Inc.

CEI Newsprint, Inc.

Cox DNS, Inc.

Cox Technology Investments, Inc.

JTG Holdings Ltd.

Mundo Hispanico Acquisition, LLC

Trailsend Land Company

Valpak Atlanta Holdings, Inc.

VP Florida, Inc.

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, 2009, 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 Media Group, 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. Since August 2005, Cox Radio has returned value to its stockholders through stock repurchase programs. While Cox Radio currently does not intend to pay cash dividends in the foreseeable future, the declaration and payment of future dividends, if any, is within the discretion of the Board of Directors and would depend on Cox Radio’s earnings, results of operations, capital requirements, financial condition, leverage ratio and such other factors as the Board of Directors may consider relevant.

Quarterly Market Information

Class A Common Stock

2008	High		Low
First Quarter	$	12.43	$	10.59
Second Quarter		13.05		11.34
Third Quarter		11.60		9.59
Fourth Quarter		10.59		4.05

2007	High		Low
First Quarter	$	16.05	$	13.36
Second Quarter		15.31		13.67
Third Quarter		14.55		12.71
Fourth Quarter		13.79		11.20

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

None.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-13281, 333-122368, 333-130164, and 333-134505 on Form S-8 of our reports dated March 13, 2009, relating to the consolidated financial statements and consolidated financial statement schedule of Cox Radio, Inc., and the effectiveness of Cox Radio, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Cox Radio, Inc. for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2009

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, 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, 2009

/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, Charles L. Odom, 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, 2009

/s/ Charles L. Odom

Charles L. Odom

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, 2008, 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, Charles L. Odom, 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, 2009
	/s/ Charles L. Odom
Name:	Charles L. Odom
Title:	Chief Financial Officer
Date:	March 13, 2009

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, 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).