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): November 7, 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))

Section 2	Financial Information
Item 2.02	Results of Operations and Financial Condition.

      On November 9, 2006, Westwood One, Inc. (the “Company”) issued a press release announcing earnings for the third quarter ended September 30, 2006. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Section 8	Other Events
Item 8.01	Other Events.

      On November 7, 2006, the Company’s Board of Directors (“Board”) declared a cash dividend of two cents ($0.02) per share on issued and outstanding shares of the Company’s common stock and a cash dividend of one and sixth tenth cents ($0.016) per share on issued and outstanding shares of the Company’s Class B stock, such dividends to be paid on December 15, 2006 to stockholders of record at the close of business on November 21, 2006. A copy of the press release announcing the cash dividend on the Company’s common stock is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

      On November 9, 2006, the Company issued a press release announcing the Board’s formation of a Strategic Review Committee comprised of independent directors. A copy of such press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein in its entirety.

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 November 9, 2006, announcing earnings for the third quarter ended September 30, 2006 and the declaration of a cash dividend on the Company’s common stock and Class B stock.
99.2	Press Release, dated November 9, 2006, announcing the Board’s formation of a Strategic Review Committee.

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: November 10, 2006	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	EVP, Business Affairs, General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated November 7, 2006

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated November 9, 2006, announcing earnings for the third quarter ended September 30, 2006 and the declaration of a cash dividend on the Company’s common stock and Class B stock.
99.2	Press Release, dated November 9, 2006, announcing the Board’s formation of a Strategic Review Committee.

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

CONTACT: Andrew Zaref

(212) 373-5311

WESTWOOD ONE, INC. REPORTS RESULTS FOR THE
THIRD QUARTER 2006 AND NINE MONTHS ENDED SEPTEMBER 30, 2006

     New York, NY November 9, 2006 – Westwood One, Inc. (NYSE: WON) announced today that revenues for the third quarter of 2006 were $114.3 million compared with $134.9 million for the third quarter in 2005, a decrease of 15.3%. The decrease in revenues is primarily attributable to adverse market conditions and a reduced demand for the Company’s products and services as compared to the third quarter of 2005. For the third quarter of 2006, the Company experienced a 15.1% decline in revenues from national commercial advertisements and a 15.5% decline in revenues from local/regional commercial advertisements when compared to the third quarter of 2005. Revenues for the nine months ended September 30, 2006 were $364.2 million compared with $410.9 million for the nine months ended September 30, 2005, a decline of 11.4%. For the nine months ended September 30, 2006, revenues derived from national commercial advertisements and local/regional sources declined 5.3% and 16.3% respectively when compared to the nine months ended September 30, 2005.

     Operating expenses incurred during the three months ended September 30, 2006, declined $6.9 million or 7.1%, when compared to the three months ended September 30, 2005, primarily the result of lower distribution and payroll and related benefit costs. Additionally, the Company has reduced programming related expenses and has curtailed certain discretionary costs. Operating expenses for the nine months ended September 30, 2006 increased to $313.8 million from $308.7 million in 2005, or $5.1 million, primarily attributable to our infrequent costs incurred in connection with our exclusive broadcast of the 2006 Winter Olympic games and other increases in programming costs. These increases were partially offset by decreases in payroll and related benefit costs.

     Net income for the third quarter of 2006 was $10.5 million ($0.12 per basic and diluted share) compared with net income of $20.1 million ($0.22 per basic and diluted share) in 2005. Net income for the nine months ended September 30, 2006 was $19.1 million ($0.22 per basic and diluted share) compared with net income of $55.4 million ($0.60 per basic and diluted share) in 2005.

     Capital expenditures for the third quarter of 2006 were approximately $2.6 million, compared with approximately $1.2 million for the comparable quarter of 2005. The increase in capital expenditures is primarily attributable to the Company’s initiatives to enhance its digital and data products.

     Non-GAAP⁽¹⁾ free cash flow for the third quarter of 2006 was $13.1 million compared with $24.0 million in the third quarter of 2005. On a non-GAAP per diluted share basis, free cash flow per share for the third quarter of 2006 decreased to $0.15 from $0.27 for the third quarter of 2005. Non-GAAP⁽¹⁾ free cash flow for the nine months ended September 30, 2006 was $29.3 million ($0.34 per share) compared to $68.1 million ($0.74 per share) for the nine months ended September 30, 2005.

     On November 7, 2006, the Company’s Board of Directors declared a cash dividend of $0.02 per share for every issued and outstanding share of common stock and $0.016 per share for every issued and outstanding share of Class B stock, payable on December 15, 2006 to stockholders of record on the books of the Company at the close of business on November 21, 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.

Fourth Quarter 2006 Outlook

     For the fourth quarter of 2006, the Company expects double digit declines in revenues and low single digit increases in operating expenses, resulting in double digit declines in operating income before depreciation and amortization.

About Westwood One

     Westwood One provides over 150 news, sports, music, talk, entertainment programs, features and live events. Through its subsidiaries, Metro Networks/Shadow Broadcast Services, Westwood One provides analog and digital 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 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; significant modifications to the Company’s agreements with CBS Corporation; 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

⁽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.

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state regulatory bodies. Other key risks are described in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.

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 and nine month periods ended September 30, 2006 and 2005. 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 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, and possibly with additional adjustments, to evaluate the Company’s operating performance, to value prospective acquisitions, 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. The Company has elected to not adjust this measure for the impact of the adoption of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 “Share-Based Payment” (“FAS 123R”) and the Company has provided what it believes to be relevant supplemental information in this communication for analysis by others to fit their particular needs. Operating cash flow used to determine compliance with debt covenants is defined within those agreements.

     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

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GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded. As required by the 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.

(In millions)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005
			(restated)				(restated)
Operating income before depreciation and amortization		$29.0		$42.8		$65.8		$117.7
Depreciation and amortization		5.2		5.2		15.4		15.6
Operating income		23.8		37.6		50.4		102.1
Interest expense and other		6.4		4.7		18.7		12.3
Income before income taxes		17.4		32.9		31.7		89.8
Income taxes		6.9		12.8		12.6		34.4
Net income		$10.5		$20.1		$19.1		$ 55.4

     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. The Company has elected to not adjust this measure for the impact of the adoption of FAS 123R and the Company has provided what it believes to be relevant supplemental information in this communication.

     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.

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

(In millions except per share amounts)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2006	2005	2006	2005
Net Cash Provided by Operating Activities	$22.3	$41.5	$62.2	$109.4
Plus (Minus):
Changes in Assets and Liabilities
Accounts Receivable	(11.2)	(13.0)	(27.7)	(19.6)
Prepaid & Other Assets	7.5	1.8	(1.2)	5.7
Deferred Revenue	(0.5)	2.6	0.6	4.1
Income Taxes Payable	(7.5)	(1.8)	20.3	(11.8)
Accounts Payable and Accrued and Other Liabilities	(2.4)	(7.5)	(17.4)	(11.9)
Amounts Payable to Related Parties	4.3	3.3	3.1	1.0
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Taxes	6.4	1.3	4.6	3.4
Amortization of Deferred Financing Costs	(0.1)	(0.1)	(0.3)	(0.3)
Non-cash Stock Compensation	(3.1)	(2.9)	(9.6)	(9.0)
Capital Expenditures	(2.6)	(1.2)	(5.3)	(2.9)
Free Cash Flow	$13.1	$24.0	$29.3	$68.1
Fully Diluted Weighted Average Shares Outstanding	86,248	90,487	87,299	92,490
Free Cash Flow per Fully Diluted Weighted Average Shares Outstanding	$0.15	$0.27	$0.34	$0.74

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

	September 30,		December 31,
	2006		2005
			(Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,205	$	10,399
Accounts receivable, net of allowance for doubtful accounts of $3,684 (2006) and $2,797 (2005)		107,479		135,184
Prepaid and other assets		25,222		26,662
Total Current Assets		144,906		172,245
PROPERTY AND EQUIPMENT, NET		39,173		41,166
GOODWILL		982,219		982,219
INTANGIBLE ASSETS, NET		4,540		5,007
OTHER ASSETS		28,070		39,009
TOTAL ASSETS	$	1,198,908	$	1,239,646
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	18,756	$	15,044
Amounts payable to related parties		18,083		21,192
Deferred revenue		8,480		9,086
Accrued income taxes		1,574		21,861
Accrued expenses and other liabilities		47,852		32,968
Total Current Liabilities		94,745		100,151
LONG-TERM DEBT		406,414		427,514
OTHER LIABILITIES		7,361		7,952
TOTAL LIABILITIES		508,520		535,617
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, 85,955,556 (2006) and 86,673,821 (2005)		860		867
Class B stock, $.01 par value: authorized, 3,000,000 shares; issued and outstanding, 291,796 (2006 and 2005)		3		3
Additional paid-in capital		289,416		300,419
Unrealized gain on available for sale securities		4,152		—
Accumulated earnings		395,957		402,740
TOTAL SHAREHOLDERS’ EQUITY		690,388		704,029
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,198,908	$	1,239,646

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(Unaudited)						(Unaudited)
	2006			2005			2006			2005
				(Restated)						(Restated)
NET REVENUES	$	114,263		$	134,928		$	364,197		$	410,847
Operating Costs (includes related party expenses of $17,117 ,$18,094, $58,853 and $60,103, respectively)		82,010			88,799			285,329			282,188
Depreciation and Amortization (includes related party warrant amortization of $2,427,$2,427, $7,281 and $7,281, respectively)		5,239			5,194			15,424			15,597
Corporate General and Administrative Expenses (includes related party expenses of $825, $819, $2,440 and $2,367, respectively)		3,178			3,303			13,031			10,918
		90,427			97,296			313,784			308,703
OPERATING INCOME		23,836			37,632			50,413			102,144
Interest Expense		6,625			4,840			19,117			12,626
Other (Income) Expense		(154	)		(133	)		(389	)		(319	)
INCOME BEFORE INCOME TAXES		17,365			32,925			31,685			89,837
INCOME TAXES		6,881			12,856			12,558			34,460
NET INCOME	$	10,484		$	20,069		$	19,127		$	55,377
EARNINGS PER SHARE:
BASIC	$	0.12		$	0.22		$	0.22		$	0.60
DILUTED	$	0.12		$	0.22		$	0.22		$	0.60
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		86,246			90,338			87,287			91,940
DILUTED		86,248			90,487			87,299			92,490

WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Nine Months Ended
	September 30,
	(Unaudited)
	2006			2005
				(Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	19,127		$	55,377
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,424			15,597
Disposal of property and equipment		—			88
Deferred taxes		(4,554	)		(3,416	)
Non-cash stock compensation		9,596			8,977
Amortization of deferred financing costs		250			250
		39,843			76,873
Changes in assets and liabilities:
Accounts receivable		27,705			19,620
Prepaid and other assets		1,190			(5,731	)
Deferred revenue		(606	)		(4,109	)
Income taxes payable and prepaid income taxes		(20,287	)		11,819
Accounts payable and accrued expenses and other liabilities		17,414			11,928
Amounts payable to related parties		(3,109	)		(998	)
Net Cash Provided By Operating Activities		62,150			109,402
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures		(5,258	)		(2,889	)
Repayment of loan receivable		2,000			—
Acquisition of companies and other		75			(204	)
Net Cash Used in Investing Activities		(3,183	)		(3,093	)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock		302			2,559
Borrowings under bank and other long-term obligations		10,000			75,000
Debt repayments and payments of capital lease obligations		(30,509	)		(35,477	)
Dividend payments		(25,910	)		(18,264	)
Repurchase of common stock		(11,044	)		(120,579	)
Windfall tax benefits from stock option exercises		—			682
Net Cash Used in Financing Activities		(57,161	)		(96,079	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,806			10,230
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		10,399			10,932
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,205		$	21,162

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING THE IMPLEMENTATION OF FAS 123R
(in thousands, 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 restated the 2005 financial statements so that such 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 the periods presented, as compared to results of operations excluding the impact of FAS 123R.

		THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30, 2005		September 30, 2006		September 30, 2005		September 30, 2006
	Pre 123R	Post 123R	Pre 123R	Post 123R	Pre 123R	Post 123R	Pre 123R	Post 123R
Westwood One, Inc.
Net Revenues	134,928	134,928	114,263	114,263	410,847	410,847	364,197	364,197
Operating Costs	87,166	88,799	80,543	82,010	276,895	282,188	280,758	285,329
Depreciation and Amortization	5,194	5,194	5,239	5,239	15,597	15,597	15,424	15,424
Corporate General and Administrative Expenses	2,196	3,303	2,111	3,178	7,412	10,918	9,528	13,031
	94,556	97,296	87,893	90,427	299,904	308,703	305,710	313,784
Operating Income	40,372	37,632	26,370	23,836	110,943	102,144	58,487	50,413
Interest Expense	4,840	4,840	6,625	6,625	12,626	12,626	19,117	19,117
Other (Income) Expense	(133)	(133)	(154)	(154)	(319)	(319)	(389)	(389)
Income Before Income Taxes	35,665	32,925	19,899	17,365	98,636	89,837	39,759	31,685
Income Taxes	13,912	12,856	7,886	6,881	37,990	34,460	15,750	12,558
Net Income	$21,753	$20,069	$12,013	$10,484	$60,646	$55,377	$24,009	$19,127
Diluted Earnings per share:	$0.24	$0.22	$0.14	$0.12	$0.66	$0.60	$0.28	$0.22
Diluted Weighted Average Shares Outstanding	90,678	90,487	86,482	86,248	92,380	92,490	86,497	87,299
EBITDA	$45,566	$42,826	$31,609	$29,075	$126,540	$117,741	$73,911	$65,837
Free Cash Flow	$25,700	$24,016	$14,654	$13,125	$73,354	$68,085	$34,175	$29,293
Free Cash Flow Per Share	$0.28	$0.27	$0.17	$0.15	$0.79	$0.74	$0.40	$0.34

EX-99.2

Exhibit 99.2

WESTWOOD ONE ESTABLISHES
STRATEGIC REVIEW COMMITTEE

— Committee Will Seek to Modify and Extend
Westwood One’s Agreements with CBS Radio —

New York, NY – November 9, 2006 – Westwood One, Inc. (NYSE: WON) announced today that its Board of Directors has established a Strategic Review Committee comprised of independent directors to evaluate means by which Westwood may be able to enhance shareholder value.

The Committee’s principal task at this time is to seek to modify and extend the Company’s various agreements with CBS Radio Inc. and its affiliates, including the Company’s management agreement and programming and distribution arrangements with CBS Radio. The Company’s principal agreements with CBS Radio currently expire on March 31, 2009. The Committee and CBS Radio are currently engaged in discussions relating to these matters. There can be no assurance that this process will result in any modification or extension to these agreements.

The Company does not intend to comment further publicly with respect to this process except to the extent required by law.

About Westwood One
Westwood One (NYSE: WON) provides over 150 news, sports, music, talk, entertainment programs, features and live events. 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 is managed by CBS Radio. For more information please visit westwoodone.com.

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Contact:
Andrew Zaref
212-373-5311