771950--3/31/2010--WESTWOOD_ONE_INC

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Our operating income has declined since 2005 and may continue to decline. We may not be able to reverse this trend or reduce costs sufficiently to offset declines in revenue if such trends continue Our present financial condition has caused us to obtain waivers to the agreements governing our indebtedness and to institute certain cost saving measures. If our financial condition does not improve, we may need to take additional actions designed to respond to or improve our financial condition and we cannot assure you that any such actions would be successful in improving our financial position CBS Radio provides us with a significant portion of our commercial inventory and audience that we sell to advertisers. A material reduction in the audience delivered by CBS Radio stations or a material loss of commercial inventory from CBS Radio would have an adverse effect on our advertising sales and financial results We may not realize expected benefits from our cost cutting initiatives Our ability to grow our Metro Traffic business revenue may be adversely affected by the increased proliferation of free of charge traffic content to consumers If we are unable to achieve our financial forecast, we may require an amendment or additional waiver of our debt leverage covenant, which amendment or waiver, if not obtained, could have a material and adverse effect on our business continuity and financial condition We may require additional financing to fund our working capital, debt service, capital expenditures or other capital requirements and the ongoing global credit market disruptions have reduced access to credit and created higher costs of obtaining financing We have a significant amount of indebtedness, which could adversely affect our liquidity and future business operations if our operating income declines more than we currently anticipate Our Senior Credit Facility and Senior Notes contain various covenants which, if not complied with, could accelerate repayment under such indebtedness, thereby materially and adversely affecting our financial condition and results of operations Our ability to increase our revenue is significantly dependent on audience, which could be negatively impacted by The Portable People Meter If we fail to maintain an effective system of internal controls, we may not be able to continue to accurately report our financial results. Our failure to obtain or retain the rights in popular programming could adversely affect our revenue Our business is subject to increased competition resulting from new entrants into our business, consolidated companies and new technology/platforms, each of which has the potential to adversely affect our business The cost of our indebtedness has increased substantially, which, when combined with our recent declining revenue, further affects our liquidity and could limit our ability to implement our business plan and respond competitively If we are not able to integrate future acquisitions successfully, our operating results could be harmed Our success is dependent upon audience acceptance of our content, particularly our radio programs, which is difficult to predict Continued consolidation in the radio broadcast industry could adversely affect our operating results We may be required to recognize further impairment charges Risks Related to Our Common Stock Our common stock may not maintain an active trading market which could affect the liquidity and market price of our common stock. Sales of additional shares of common stock by Gores or our other lenders could adversely affect the stock price. Gores will be able to exert significant influence over us and our significant corporate decisions and may act in a manner that advances its best interest and not necessarily those of other stockholders. Provisions in our restated certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock. We do not anticipate paying dividends on our common stock. Any issuance of shares of preferred stock by us could delay or prevent a change of control of our company, dilute the voting power of the common stockholders and adversely affect the value of our common stock.

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771950--3/31/2010--WESTWOOD_ONE_INC_/DE/