8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2006

WESTWOOD ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14691	95-3980449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 West 57th Street, 5th Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 2      Financial Information
	Section 5       Corporate Governance and Management
	Section 9      Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

Section 2      Financial Information

Item 2.02 Results of Operations and Financial Condition.

          On February 24, 2006, Westwood One, Inc. (the “Company”) issued a press release announcing earnings for the full year and fourth quarter ended December 31, 2005. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Section 5       Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On February 22, 2006, Farid Suleman, a director of the Company, notified the Company of his resignation as a director of the Company, effective as of February 22, 2006.

Section 9      Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

          The following is a list of the exhibits filed as a part of this Form 8-K:

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated February 24, 2006, announcing earnings for the full year and fourth quarter ended December 31, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTWOOD ONE, INC.
Date: February 24, 2006	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated February 22, 2006

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated February 24, 2006, announcing earnings for the full year and fourth quarter ended December 31, 2005.

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

CONTACT: Andrew Zaref

(212) 373-5311

WESTWOOD ONE, INC. REPORTS OPERATING RESULTS FOR THE
FULL-YEAR AND FOURTH QUARTER 2005

     New York, NY — February 24, 2006 – Westwood One, Inc. (NYSE: WON) announced today that revenues for the full year 2005 were $557.8 million compared with $562.2 million in 2004, a decrease of 0.8%. The decrease in revenues is primarily attributable to non-comparable revenues associated with the Company’s exclusive 2004 Summer Olympic broadcast. For the full year 2005, the Company experienced a 2.2% decline in revenues derived from national commercial advertisements and a 0.4% increase in revenues derived from local/regional advertisements. For the fourth quarter 2005, revenues declined 3.1% to $147.0 million, compared with $151.6 million in the fourth quarter of 2004. For the fourth quarter 2005, revenues from local/regional clients declined 10.4%. As previously disclosed regarding our local/regional business, the accelerated growth in advertising revenues that occurred within the fourth quarter of 2004 did not materialize during the fourth quarter of 2005 as initially anticipated. Revenues derived from national sources increased 5.7% as a result of increased demand for sponsorships and products particularly in the sports category.

     Full year operating income was $155.3 million in 2005 versus $165.6 million in 2004. The decrease in operating income was primarily attributable to the marginal decline in revenue and an increase in costs associated with incremental amortization expenses attributed to warrants issued with regard to our Management Agreement with CBS Radio Inc. (previously Infinity Broadcasting Corporation), increased programming costs, and higher corporate governance related expenses, partially offset by lower distribution costs and non-comparable costs associated with our exclusive broadcast of the 2004 Summer Olympic games.

     Operating income for the fourth quarter of 2005 was $44.3 million compared with $51.1 million in 2004’s fourth quarter reflecting a decline in revenue as well as increased programming costs offset by a decrease in corporate and administrative costs.

     Net income for the full year 2005 was $84.7 million ($.93 per basic and $.93 per diluted share) compared with $95.5 million ($.98 per basic and $.97 per diluted share) in 2004. Net income for the fourth quarter of 2005 was $24.0 million ($.27 per basic and diluted share) compared with $29.6 million ($.31 per basic and diluted share) in the same 2004 period.

     Capital expenditures for 2005 were approximately $4.5 million, compared with $5.9 million in 2004. For the fourth quarter of 2005, capital expenditures were $1.6 million, compared with $0.9 million in the comparable 2004 period.

     Weighted average fully diluted shares outstanding for the year and fourth quarter of 2005 decreased approximately 7.1% and 7.4%, respectively, due principally to the Company’s stock repurchase program. The Company repurchased approximately 8.0 million shares of the Company’s Common Stock for approximately $160.6 million in 2005.

     Non-GAAP⁽¹⁾ free cash flow for the full year 2005 was $101.0 ($1.10 per diluted share) million compared with $108.1 ($1.10 per diluted share) million in 2004. Non-GAAP free cash flow for the fourth quarter was $27.6 million compared with $34.1 million in the same 2004 period. On a Non-GAAP per diluted share basis, free cash flow per share for the fourth quarter 2005 decreased to $.31 from $.36.

     The Company also announced the declaration of a previously authorized cash dividend of $.10 per share for all issued and outstanding common stock, payable February 28, 2006 to stockholders of record at the close of business on February 17, 2006. Further declarations of dividends, including the establishment of record and payment dates related to dividends, will be at the discretion of the Company’s Board of Directors.

First Quarter 2006 Outlook

     The Company has embarked on several strategies to expand and improve its products and services despite the near term challenges of the marketplace. For the first quarter of 2006, the Company expects high single to low double digit declines in revenue and, in connection with its re-investment strategies, double digit increases in operating expenses, resulting in double digit declines in operating income before depreciation and amortization. The Company’s outlook does not consider the impact of the non-cash compensation charges which will result from the required adoption of the new accounting standards surrounding equity based compensation.

About Westwood One

     Westwood One provides over 150 news, sports, music, talk, entertainment programs, features, live events and 24/7 Formats. Through its subsidiaries, Metro Networks/Shadow Broadcast Services, Westwood One provides local content to the radio and TV industries including news, sports, weather, traffic, video news services and other information. SmartRoute Systems manages traffic information centers for state and local departments of transportation, and markets traffic and travel content to wireless, Internet, in-vehicle navigation systems and voice portal customers. Westwood One serves more than 5,000 radio stations. Westwood One, Inc. is managed by CBS Radio Inc. (previously Infinity Broadcasting Corporation), a wholly-owned subsidiary of CBS Corporation.

     Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “expect,” “anticipate,” “estimates” and “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Various risks that could cause future results to

⁽¹⁾ All Non-GAAP amounts have been adjusted from comparable GAAP measures. A description of all adjustments and reconciliations to comparable GAAP measures for all periods presented are included within this communication.

2

differ from those expressed by the forward-looking statements included in this release include, but are not limited to: changes in economic conditions in the U.S. and in other countries in which Westwood One, Inc. currently does business (both generally and relative to the broadcasting industry); advertiser spending patterns, including the notion that orders are being placed in close proximity to air, limiting visibility of demand; changes in the level of competition for advertising dollars; technological changes and innovations; fluctuations in programming costs; shifts in population and other demographics; changes in labor conditions; and changes in governmental regulations and policies and actions of federal and state regulatory bodies. Other key risks are described in the Company’s reports filed with the U.S. Securities and Exchange Commission. Except as otherwise stated in this news announcement, Westwood One, Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

3

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION

     The following tables set forth the Company’s operating income before depreciation and amortization for the three month period and year ended December 31, 2005 and 2004. The Company defines “operating income before depreciation and amortization” as net income adjusted to exclude the following line items presented in its Statement of Operations: income taxes; interest expense and other; and depreciation and amortization. While this non-Generally Accepted Accounting Principles (“GAAP”) measure has been relabeled to more accurately describe in the title the method of calculation of the measure, the actual method of calculating the measure now labeled operating income before depreciation and amortization is unchanged from the method previously used to calculate the measure formerly labeled EBITDA or operating cash flow in prior disclosures.

     The Company uses operating income before depreciation and amortization, among other things, to evaluate the Company’s operating performance, to value prospective acquisitions, to determine compliance with debt covenants and as one of several components of incentive compensation targets for certain management personnel, and this measure is among the primary measures used by management for planning and forecasting of future periods. This measure is an important indicator of the Company’s operational strength and performance of its business because it provides a link between profitability and operating cash flow. The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, this measure is also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.

     Since operating income before depreciation and amortization is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance. Operating income before depreciation and amortization, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the Company’s ability to fund its cash needs. As operating income before depreciation and amortization excludes certain financial information compared with net income, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded. As required by the Securities and Exchange Commission (“SEC”), the Company provides below a reconciliation of operating income before depreciation and amortization to net income, the most directly comparable amount reported under GAAP.

4

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
(In millions)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2005		2004		2005		2004
Operating income before depreciation and amortization	$	49.5	$	56.5	$	176.1	$	184.0
Depreciation and amortization		5.2		5.4		20.8		18.4
Operating income		44.3		51.1		155.3		165.6
Interest expense and other		4.6		2.5		16.9		11.0
Income before income taxes		39.7		48.6		138.4		154.6
Income taxes		15.7		19.0		53.7		59.1
Net income	$	24.0	$	29.6	$	84.7	$	95.5

     Free cash flow is defined by the Company as net income plus depreciation and amortization less capital expenditures. The Company uses free cash flow, among other measures, to evaluate its operating performance. Management believes free cash flow provides investors with an important perspective on the Company’s cash available to service debt and the Company’s ability to make strategic acquisitions and investments, maintain its capital assets, repurchase its Common Stock and fund ongoing operations. As a result, free cash flow is a significant measure of the Company’s ability to generate long term value. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. In addition, free cash flow is also a primary measure used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. Free cash flow per fully diluted weighted average shares outstanding is defined by the Company as free cash flow divided by the fully diluted weighted average shares outstanding.

     As free cash flow is not a measure of performance calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or net cash flow provided by operating activities as a measure of liquidity. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company’s ability to fund its cash needs. In arriving at free cash flow, the Company adjusts operating cash flow to remove the impact of cash flow timing differences to arrive at a measure which the Company believes more accurately reflects funds available for discretionary use. Specifically, the Company adjusts operating cash flow (the most directly comparable GAAP financial measure) for capital expenditures, deferred taxes and certain other non-cash items in addition to removing the impact of sources and or uses of cash resulting from changes in operating assets and liabilities. Accordingly, users of this financial information should consider the types of events and transactions which are not reflected. The Company provides below a reconciliation of free cash flow to the most directly comparable amount reported under GAAP, net cash flow provided by operating activities.

5

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
(In millions except per share amounts)

The following table presents a reconciliation of the Company’s net cash flow provided by operating activities to free cash flow:

	Three Months Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
Net Cash Provided by Operating Activities	$	9.1		$	19.7		$	119.1		$	127.9
Plus (Minus)
Changes in Assets and Liabilities
Accounts Receivable		12.8			18.8			(6.8	)		7.1
Prepaid & Other Assets		1.0			1.1			6.7			(1.9	)
Deferred Revenue		1.1			(2.4	)		5.2			(2.0	)
Income Taxes Payable		(4.7	)		(9.3	)		(17.2	)		(17.3	)
Accounts Payable and Accrued and Other Liabilities		8.1			4.5			(3.8	)		3.5
Amounts Payable to Related Parties		(1.9	)		2.5			(0.9	)		(1.6	)
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Deferred Taxes		3.0			0.6			2.9			(0.6	)
Non-cash Stock Compensation		(0.2	)		(0.4	)		(0.4	)		(0.4	)
Gain on Sale of Property		1.0			—			1.0			—
Amortization of Deferred Financing Costs		(0.1	)		(0.1	)		(0.3	)		(0.7	)
Capital Expenditures		(1.6	)		(0.9	)		(4.5	)		(5.9	)
Free Cash Flow	$	27.6		$	34.1		$	101.0		$	108.1
Fully Diluted Weighted Average Shares Outstanding		88,615			95,732			91,488			98,454
Free Cash Flow per Fully Diluted Weighted
Average Shares Outstanding	$	.31		$	.36		$	1.10		$	1.10

6

WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2005			2004			2005			2004
NET REVENUES	$	146,983		$	151,631		$	557,830		$	562,246
Operating Costs		95,382			92,215			372,277			369,634
Depreciation and Amortization		5,229			5,355			20,826			18,429
Corporate General and Administrative Expenses		2,051			2,953			9,463			8,606
		102,662			100,523			402,566			396,669
OPERATING INCOME		44,321			51,108			155,264			165,577
Interest Expense		5,689			3,383			18,315			11,911
Other (Income) Expense		(1,121	)		(834	)		(1,440	)		(948	)
INCOME BEFORE INCOME TAXES		39,753			48,559			138,389			154,614
INCOME TAXES		15,716			18,958			53,706			59,124
NET INCOME	$	24,037		$	29,601		$	84,683		$	95,490
EARNINGS PER SHARE:
BASIC	$	0.27		$	0.31		$	0.93		$	0.98
DILUTED	$	0.27		$	0.31		$	0.93		$	0.97
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		88,239			95,063			91,006			97,117
DILUTED		88,615			95,732			91,488			98,454

WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

	December 31,		December 31,
	2005		2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,399	$	10,932
Accounts receivable, net of allowance for doubtful accounts of $2,797 (2005) and $2,566 (2004)		135,184		142,014
Prepaid and other assets		26,662		21,400
Total Current Assets		172,245		174,346
PROPERTY AND EQUIPMENT, NET		41,166		47,397
GOODWILL		982,219		981,969
INTANGIBLE ASSETS, NET		5,007		6,176
OTHER ASSETS		30,240		36,391
TOTAL ASSETS	$	1,230,877	$	1,246,279
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	15,044	$	13,135
Amounts payable to related parties		21,192		20,274
Deferred revenue		9,086		14,258
Income taxes payable		21,861		5,211
Accrued expenses and other liabilities		32,968		28,463
Total Current Liabilities		100,151		81,341
LONG-TERM DEBT		427,514		359,439
DEFERRED INCOME TAXES		10,619		12,541
OTHER LIABILITIES		7,952		8,465
TOTAL LIABILITIES		546,236		461,786
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock: authorized 10,000,000 shares, none outstanding		—		—
Common stock, $.01 par value: authorized, 252,751,250 shares; issued and outstanding, 86,673,821 (2005) and 94,353,675 (2004)		867		944
Class B stock, $.01 par value: authorized, 3,000,000 shares: issued and outstanding, 291,796 (2005 and 2004)		3		3
Additional paid-in capital		211,610		369,036
Accumulated earnings		472,161		414,510
TOTAL SHAREHOLDERS’ EQUITY		684,641		784,493
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,230,877	$	1,246,279

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING THE IMPLEMENTATION OF FAS 123R
(in millions, unaudited)

     Effective January 1, 2006, the Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“FAS 123R”). As provided in FAS 123R, the Company will restate prior year financial statement so that they are comparable to those of 2006. The accompanying schedules reflect the impact of the adoption and restatement, and thus have been prepared assuming the expensing of stock options for all periods presented. The accompanying schedules, therefore, should be used for analyzing the Company performance in 2006 as compared to 2005. It should be noted that the Company’s 2005 equity plan, beginning May 19, 2005, differs in various ways from previous plans including, but not limited to, a changes in the type of awards available. Such changes may impact future compensation charges as compared with the Company’s historical compensation charges as recorded in accordance with FAS 123R.

	THREE MONTHS ENDED
	March 31,						June 30,						September 30,						December 31,						Years Ended December 31,
	2004			2005			2004			2005			2004			2005			2004			2005			2004			2005
Westwood One, Inc.
Net Revenues	$	129,608		$	134,082		$	139,585		$	141,837		$	141,422		$	134,928		$	151,631		$	146,983		$	562,246		$	557,830
Operating Costs		95,720			99,240			92,165			94,149			96,587			88,799			94,625			96,810			379,097			378,998
Depreciation and Amortization		3,154			5,256			4,956			5,147			4,964			5,194			5,355			5,229			18,429			20,826
Corporate General and Administrative		3,302			3,761			3,086			3,854			3,158			3,303			4,050			3,110			13,596			14,028
		102,176			108,257			100,207			103,150			104,709			97,296			104,030			105,149			411,122			413,852
Operating Income		27,432			25,825			39,378			38,687			36,713			37,632			47,601			41,834			151,124			143,978
Interest Expense		2,917			3,711			2,700			4,075			2,911			4,840			3,383			5,689			11,911			18,315
Other (Income) Expense		(40	)		(60	)		(33	)		(126	)		(41	)		(133	)		(834	)		(1,121	)		(948	)		(1,440	)
Income Before Income Taxes		24,555			22,174			36,711			34,738			33,843			32,925			45,052			37,266			140,161			127,103
Income Taxes		8,808			8,330			13,882			13,274			12,898			12,856			17,618			14,757			53,206			49,217
Net Income	$	15,747		$	13,844		$	22,829		$	21,464		$	20,945		$	20,069		$	27,434		$	22,509		$	86,955		$	77,886
Diluted Earnings per share:	$	0.16		$	0.15		$	0.23		$	0.23		$	0.22		$	0.22		$	0.29		$	0.25		$	0.88		$	0.85
Diluted Weighted Average Shares Outstanding		100,259			93,957			98,148			92,278			96,300			90,679			95,706			88,377			98,330			91,354
EBITDA	$	30,586		$	31,081		$	44,334		$	43,834		$	41,677		$	42,826		$	52,966		$	47,063		$	169,553		$	164,804
Free Cash Flow	$	17,912		$	18,297		$	26,402		$	25,772		$	23,261		$	24,016		$	31,889		$	26,102		$	99,464		$	94,187
Free Cash Flow Per Share	$	0.18		$	0.19		$	0.27		$	0.28		$	0.24		$	0.26		$	0.33		$	0.30		$	1.01		$	1.03