In this report, “Westwood One,” “Company,” “registrant,” “we,” “us”Class B common stock, par value $0.01, and “our” refer to Westwood One, Inc. All share and dollar amounts are in thousands, except where noted.

On April 23, 2009, we completed the refinancing of substantially all of our outstanding long-term indebtedness (approximately $241,000 in principal amount) and a recapitalization of our equity (“the Refinancing”). As part of the Refinancing we entered into a Purchase Agreement (the “Purchase Agreement”) with Gores Radio Holdings, LLC (our ultimate parent, together with certain related entities “Gores”). In exchange for the then outstanding9,691,374 shares of 7.50% Series A Preferred Stock, par value $0.01 per$.01per share (the “Series were outstanding.

On October 14, 2009, we entered into separate agreements with the holders of our Senior Notes and Wells Fargo Foothill to amend the terms of our Securities Purchase Agreement (governing the Senior Notes) and Senior Credit Facility, respectively, to waive compliance with our debt leverage covenants which were to be measured onyear ended December 31, 2009 on a trailing four-quarter basis. As part of the Securities Purchase Agreement amendment, we agreed to pay down our Senior Notes by $3,500 on or prior to March 31, 2010.

On March 30, 2010, we entered into additional agreements with the holders of our Senior Notes and Wells Fargo Capital Finance, LLC to amend the terms of our Securities Purchase Agreement (governing the Senior Notes) and Senior Credit Facility, respectively, to modify our debt leverage covenants for periods to be measured (on a trailing four-quarter basis) on March 31, 2010 and beyond. As part of the amendment to the Securities Purchase Agreement, the quarterly debt leverage covenants for 2010 have been eased to levels of 8.00, 7.50, 7.00 and 6.50, respectively and the original quarterly covenants for 2010 now apply to 2011. The original quarterly covenants for 2012 remain unchanged. The amendment to the Securities Purchase Agreement also contemplates that we will pay down our Senior Notes out of the proceeds of the tax refund we anticipate receiving in the second or third quarter of 2010 (see “Liquidity and Capital Resources” below). The first $12,000 of such refund and any refund amount in excess of $17,000 will be used to pay down our Senior Notes. Gores has agreed to guarantee up to a $10,000 pay down of the Senior Notes if such refund is not received on or prior to August 16, 2010. Copies of these amendments will be2011 filed with the SEC on March 30, 2012 (the “Original 10-K”). This Amendment is filed solely for the purpose of including information that was to be incorporated by reference from the Company's definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934. The Company will not file its proxy statement for its annual meeting of stockholders within 120 days of its fiscal year ended December 31, 2011 and accordingly, is amending and restating in a subsequent 8-K filing. The quarterly debt leverage covenants that appeartheir entirety Items 10, 11, 12, 13 and 14 of Part III of the Original 10-K. In addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, the Company is including with this Amendment certain currently dated certifications.

Radio broadcasting and station ownership are regulated by the Federal Communications Commission (the “FCC”). As a producer and distributormethodology of radio programs and information services, we are generally not subject to regulation by the FCC. The Traffic and Information Division utilizes FCC regulated two-way radio frequencies pursuant to licenses issued by the FCC.

We are a Delaware corporation, having re-incorporated in Delaware on June 21, 1985. Our current and periodic reports filed with the Securities and Exchange Commission (“SEC”) for determining “total compensation”. Because Mr. Sherwood served as Chief (Principal) Executive Officer through October 21, 2011 when the Company merged with Westwood merged, he is also listed as a NEO for 2011. The Compensation Discussion and Analysis that appears below relates only to the NEOs for fiscal year 2011. Mr. Hillman, listed below because he was employed at the end of 2011 and was one of the two of the most highly compensated persons

This annual report on Form 10-K, including Item 1A—Risk Factors and Item 7—Management’s Discussion and Analysis of Results of Operations and Financial Condition, contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make or others make on our behalf. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are not based on historical fact but rather are based on management’s views and assumptions concerning future events and results at the time the statements are made. No assurances can be given that management’s expectations will come to pass. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Any forward-looking statements included in this document are only made as of the date of this document and we do not have any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

An investment in our common stock is speculative and involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report on Form 10-K. The risks described below could have a material adverse effect on our business, financial condition and results of operations.

As a result of our current financial position, we have taken certain actions designed to respond to and improve our current financial position. On October 14, 2009 and March 30, 2010, respectively, we entered into separate agreements with the holders of our Senior Notes and Wells Fargo Capital Finance, LLC (formerly Well Fargo Foothill) to amend the terms of our Securities Purchase Agreement (governing the Senior Notes) and Senior Credit Facility, respectively, to waive compliance with our debt leverage covenants which were to be measured on December 31, 2009 on a trailing four-quarter basis (October amendment) and to amend our future debt leverage covenant levels (March amendment). In addition, we have implemented and continue to implement cost saving measures which included compensation reduction and furlough actions (aggregating 10 days of pay per each participating full-time employee) that we announced on September 29, 2009. Certaingiving of the cost saving initiatives were designed to improve our financial condition. If our financial condition does not improve as a result of thesenotice and other actions, we may need to take additional actions in the future in an attempt to improve our financial position. We can make no assurance that the actions we have taken and plan to take in the future will improve our financial position.

Our primary source of liquidity is cash flow from operations, which has been adversely impacted by the decline in our advertising revenue. Based on our current and anticipated levels of operations, we believe that cash flow from operations as well as cash on hand (including amounts drawn or available under our Senior Credit Facility) will enable us to meet our working capital, capital expenditure, debt service and other capital requirements for at least the next 12 months. However, our ability to fund our working capital needs, debt service and other obligations, and towho comply with the financial covenants under our financing agreements depends on our future operating performance and cash flow, which are subject to prevailing economic conditions and other factors, many of which are beyond our control. As described above, we recently negotiated agreements with the holders of our Senior Notes and Wells Fargo Capital Finance, LLCnotice procedures set forth in October 2009 and March 2010 regarding our debt leverage covenants under our Senior Notes and Senior Credit Facility, respectively (which level was to be measured on December 31, 2009) and in March 2010 to amend such debt leverage covenants, as a result of lower than anticipated revenue and the uncertain economic and advertising environments. Pursuant to the termsSection 2.16 of the October amendment, we agreedAmended and Restated By-Laws and to pay down $3,500additionally state that such stockholder must also have the right to vote for the election of our outstanding Senior Notes on or before March 31, 2010 andthe directors being nominated under the terms of the March amendment, we agreed to pay down a minimumclass of $10,000 of our outstanding Senior Notes, which amount could increase depending on the size of our anticipated tax refund. Gores has agreed to guarantee up to a $10,000 pay down of the Senior Notes if such refund is not received on or prior to August 16, 2010. On December 31, 2009, we also acquired the business assets of Jaytu Technologies LLC (d/b/a SigAlert) (“Jaytu”), which included a cash payment of $1,250, common stock with a fair value of $1,045 and up to $1,500 in potential cash earnouts based on future deliverables. The cash portion of these items will not be available to us to fund the ongoing operating needs of our business. If our future operating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we may need additional financing. There can be no assurance that such financing, if consented to by our lenders under the terms of our financing agreements, will be available on terms acceptable to us or at all. Additionally, disruptions in the credit markets make it harder and more expensive to obtain financing. If available financing is limited or we are forced to fund our operations at a higher cost, these conditions may require us to curtail our business activities and increase our cost of financing, both of which could reduce our profitability or increase our losses. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations.

In late 2007, Arbitron Inc., the supplier of ratings data for United States radio markets, rolled out new electronic audience measurement technology to collect data for its ratings service known as The Portable People Meter^TM, or PPM^™. The PPM^™ measures the audience of radio stations remotely without requiring listeners to keep a manual diary of the stations they listen to. In 2007, 2008, 2009, two, nine and 19 markets converted to PPM^™, respectively, and in 2010, 15 markets will convert to PPM^™. As of the date of this report, the PPM^™ has been implemented in 30 markets (including all top 10 markets and three markets whose MSAs overlap). Unlike our Metro Traffic inventory, which is fully reflected in ratings books that are released semi-annually, our Network inventory is reflected in ratings books on an incremental basis over time (i.e., over a rolling four-quarter period), which means we and our advertisers cannot view audience levels that give full weight to PPM^™ for our Radio’s All Dimension Audience Research (“RADAR”) inventory (which comprises half of our Network inventory) for over a year after a market converts to PPM^™. In the RADAR ratings book released in March 2010, approximately half (measured by the revenue generatedheld by such inventory) of the inventory published in such ratings books shows the effect of PPM^™ in those markets which have converted to PPM^™. In the two most recent periods published by RADAR, July 2009 to September 2009 and October 2009 to December 2009, the audience (measured by Persons 12+) for our 12 RADAR networks declined by 0.8% and 5.8%, respectively, which also reflects our decision to reduce the number of our RADAR networks from 14 to 12 in the fourth quarter of 2009. Because audience levels can decline for several reasons, including changes in the radio stations included in a RADAR network, clearance levels by those stations and general radio listening trends, it is difficult to isolate the effects PPM^™ is having on our audience with a high level of certainty. While ad revenue in our Network and Metro Traffic businesses has declined, we are unable to determine how much of the decline is a result of the general economic environment as opposed to our decline in audience. While most major markets have converted to PPM^™ (only 15 markets have yet to convert), it is unclear whether our audience levels will continue to decline in future ratings books. In 2009, we were able to offset the impact of audience declines by using excess inventory; however, in 2010 we anticipate that this option will be limited and that to offset declines in audience will generally require that we purchase additional inventory which must be obtained well in advance of our having definitive data on future audience levels. If we do not accurately predict how much additional inventory will be required to offset any declines in audience, or cannot purchase comparable inventory to our current inventory at efficient prices, our revenue or margins in 2010 could be materially and adversely affected.

Effective internal controls are necessary for us to provide reliable financial reporting. During the current year, we identified a material weakness related to accounting for income taxes which resulted in adjustments to the 2009 annual consolidated financial statements, as described in Item 9A — Controls and Procedures. We also identified certain immaterial errors in our financial statements, which we have corrected in subsequent interim periods.stockholder. Such items have been reported and disclosed in the financial statements for the period ended December 31, 2009. We do not believe these adjustments are material to our current period consolidated financial statements or to any prior period’s consolidated financial statements and no prior periods have been restated. We intend to further enhance our internal control environment and we may be required to enhance our personnel or their level of experience, among other things, in order to continue to maintain effective internal controls. No assurances can be provided that we will be able to continue to maintain effective internal controls over financial reporting, enhance our personnel or their level of experience or prevent a material weakness from occurring. Our failure to maintain effective internal controls could have a material adverse effect on us, could cause us to fail to timely meet our reporting obligations or could result in material adjustments in our financial statements.

Our revenue from our radio programming and television business is dependent on our continued ability to anticipate and adapt to changes in consumer tastes and behavior on a timely basis. We obtain a significant portion of our popular programming from third parties. For example, some of our most widely heard broadcasts, including certain NFL games, arechange was made available based upon programming rights of varying duration that we have negotiated with third parties. Competition for popular programming that is licensed from third parties is intense, and due to increased costs of such programming or potential capital constraints, we may be outbid by our competitors for the rights to new, popular programming or in connection with the renewal of popular programming currently licensed by us. Our failure to obtain or retain rights to popular content could adversely affect our revenue.

Our business segments operate in a highly competitive environment. Our radio and television programming competes for audiences and advertising revenue directly with radio and television stations and other syndicated programming, as well as with other media such as satellite radio, newspapers, magazines, cable television, outdoor advertising, direct mail and, more increasingly, digital media. We may experience increased audience fragmentation caused by the proliferation of new media platforms, including the Internet and video-on-demand and the deployment of portable digital devices and new technologies which allow consumers to time shift programming, make and store digital copies and skip or fast-forward through advertisements. New or existing competitors may have resources significantly greater than our own and, in particular, the consolidation of the radio industry has created opportunities for large radio groups, such as Clear Channel Communications, CBS Radio and Citadel Broadcasting Corporation to gather information and produce radio and television programming on their own. Increased competition, in part, has resulted in reduced market share, and could result in lower audience levels, advertising revenue and cash flow. There can be no assurancereflects that we will be able to compete effectively, be successful in our efforts to regain market share and increase or maintain our current audience ratings and advertising revenue. To the extent we experience a further decline in audience for our programs, advertisers’ willingness to purchase our advertising could be further reduced. Additionally, audience ratings and performance-based revenue arrangementscertain directors are subject to change based on the competitive environment and any adverse change in a particular geographic area could have a material and adverse effect on our ability to attract not only advertisers in that region, but national advertisers as well.

The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approvedelected by the holders of our other classes of voting stock.

The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stockClass A Common Stock and others are elected by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock atClass B Common Stock. Otherwise, the lower conversion price causing economic dilutionnomination process remains unchanged.

Compensation Committee. The following table sets forth, as of December 31, 2009, the Company’s major facilities, all of which are leased.

The following tables set forth the closing price of our common stock at the endwritten charters of each of the last five years.

Onsuch committee remain unchanged since April 23, 2009, we completedwhen the RefinancingBoard adopted amended and restated written charters for each. The full text of substantially alleach committee charter is available on the Company's website at www.dialglobal.com and is available in print free of our outstanding long-term indebtedness (approximately $241,000 in principal amount) and a recapitalization of our equity, as described in Item 1 — Business — Significant Events. As part of the Refinancing, we entered into the Purchase Agreement with Gores. In exchange for the then outstanding shares of Series A Preferred Stock held by Gores, we issued 75 shares of 7.50% Series A-1 Preferred Stock. In addition, Gores purchased 25 shares of Series B Preferred Stock for an aggregate purchase price of $25,000.

Additionally and simultaneously, we entered into a Securities Purchase Agreement with certain participating: (1) holders of our then outstanding Senior Notes (“Old Notes”) consisting of two series of notes as described below, both issued under the Note Purchase Agreement, dated as of December 3, 2002 and (2) lenders under the Credit Agreement, dated as of March 3, 2004 (the “Old Credit Agreement”). The Old Notes, issued on December 3, 2002, consisted of: 5.26% Senior Notes due November 30, 2012 (in an aggregate principal amount of $150,000) and 4.64% Senior Notes due November 30, 2009 (in an aggregate principal amount of $50,000). Gores purchased at a discount approximately $22,600 in principal amount of our then existing debt held by debt holders who did not wishcharge to participate in the new Senior Notes, whichany stockholder upon completion of the Refinancing, were exchanged for $10,797 in principal amount of Senior Notes. Gores also agreed to guarantee our Senior Credit Facility consisting of a $15,000 revolving credit facility (which includes a $1,500 letter of credit sub-facility) on a senior unsecured basis and a $20,000 unsecured non-amortizing term loan and payments due to the NFL in an amount of up to $10,000 for the license and broadcast rights to certain NFL games and NFL-related programming. Gores currently holds $11,165 (including PIK interest which accretes on a quarterly basis) of the Senior Notes shown in the line item “Due to Gores” on our balance sheet.request. Under the Securities Purchase Agreement, in consideration for releasing all of their respective claims under the Old Senior Notes and the Old Credit Agreement, the participating debt holders collectively received in exchange for their outstanding debt: (1) $117,500 of Senior Notes; (2) 34,962 shares of Series B Preferred Stock, and (3) a one-time cash payment of $25,000.

On August 3, 2009, we held a special meeting of our stockholders to consider and vote upon, among other proposals, an amendment of our Restated Certificate of Incorporation to: (1) increase the number of authorized shares of our common stock from 300,000 to 5,000,000 and (2) effect a 200 for 1 reverse stock split of our outstanding common stock (the “Charter Amendments”). On August 3, 2009, the stockholders approved the Charter Amendments, which resulted in the automatic conversion of all shares of Preferred Stock into common stock and the cancellation of warrants to purchase 50 shares of common stock previously issued to Gores in June 2008. There are no longer any issued and outstanding warrants to purchase our common stock or any shares of our capital stock that have any preference over the common stock with respect to voting, liquidation, dividends or otherwise and our common stock is the only equity presently issued and outstanding. Under the Charter Amendments,charters, each of the newlythese committees is authorized sharesand assured of common stock has the same rightsappropriate funding to retain and privileges as our previously authorized common stock. Adoption of the Charter Amendments did not affect the rights of the holders of our currently outstanding common stock nor did it change the par value of the common stock.

We follow the authoritative guidance for our financial statement presentation as determined by the Financial Accounting Standards Board (“FASB”) and SEC. As a result of the Refinancing, Gores acquired approximately 75.1% of our then outstanding equity and our then existing lenders acquired approximately 22.7% of our then outstanding equity. We have considered the ownership held by Gores and our existing debt holders as a collaborative group in accordance with the authoritative guidance. As a result, we have followed the acquisition method of accounting and therefore have applied the rules and guidance regarding “push down” accounting treatment to our financial statements after the closing of the Refinancing. Accordingly, our consolidated financial statements and transactional records prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such records subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the new fair values in our financial statements. In order to assist the reader, these changes are presented in our consolidated financial statements by a demarcation using either a vertical or horizontal black line, which appears between the information entitled Predecessor Company and Successor Company. The black line signifies that the amounts shown for the periods prior to and subsequent to the Refinancing are not comparable. All costs and professional fees incurred as part of the Refinancing totaling $13,895 have been expensed as special charges ($12,699 on and prior tocounsel. Since April 23, 2009, for the Predecessor Company and $1,196 on and after April 24, 2009 for the Successor Company).

Operating income in our Metro Traffic segment decreased by $36,512 to a loss of $11,935 in 2009 compared to income of $24,577 in 2008 primarily due to lower revenue of $38,397, increased amortization expense from an increase in the value of amortizable intangible assets of $11,550 and higher program and operating costs, primarily television inventory purchases, of $9,299. These increases were partially offset by reductions in the following areas: salaries and related expenses of $13,223, aviation expense of $5,818, station compensation of $1,913 and rent of $1,455, as well as, a general decrease in other operating expenses due to cost saving measures. We allocate certain operating costs to each segment. During 2009, we refined our allocation of accounting and auditing fees to the Metro Traffic segment, which resulted in an increase of expense for the Metro Traffic segment in 2009 of $1,394 compared to 2008. Total accounting and audit fees for the Company increased by $609 during 2009.

Operating income in our Network segment decreased by $13,087 to $1,475 in 2009 compared to income of $14,562 in 2008. The decrease was due to lower revenue of $25,685, increased amortization expense of $2,634 from an increase in the value of amortizable intangible assets, increased depreciation from investments in infrastructure of $1,433has not had a Nominating and higher accounting and audit fees of $1,452. These expense increases were partially offset by decreases in salary and related costs of $3,926, program commissions of $6,245, talent costs of $4,037, broadcast rights of $2,939 and CBS fees of $2,583. We allocate certain operating costs to each segment. During 2009, we refined our allocation of accounting and auditing fees to the Network segment, which resulted in an increase of expense for the Network segment in 2009 of $1,452 compared to 2008. Total accounting and audit fees for the Company increased by $609 during 2009.

The Audit Committee of the Board of Directors, which is comprised solely of directors who are independent under NASDAQ rules and regulations, meets periodically with the independent auditors, as well as with management, to review accounting, auditing, internal accounting controls and financial reporting matters. The Audit Committee, pursuant to its charter, is also responsible for retaining our independent accountants. The independent accountants have full and free access to the Audit Committee with and without management’s presence. Members of the Audit Committee meet the stringent independence standards and at least one member has financial expertise. From March 16, 2009, when we were delisted from the NYSE, to November 20, 2009, when our common stock was listed on the NASDAQ Global Market under the ticker symbol “WWON”, we were not subject to the listing requirements of any national securities exchange or national securities association. EffectiveGovernance Committee. Since November 20, 2009, the Company becamehas been subject to NASDAQ rules and regulations except where it relies on the “controlled company” exemption to the board of directors and committee composition.composition requirements under the rules of the NASDAQ Global Market. As a result of the exemption, the Company is not required to have a Nominating and Governance Committee, or have its Board comprised of a majority of “independent” directors and has the flexibility to include non-independent directors on its Compensation Committee. The “controlled company” exception does not modify the independence requirements for the Audit Committee, and we complythe Company complies with the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) and the NASDAQ Global Market rules which require that ourits audit committee be composed of at least three independent directors. TheIn making a determination of a director's “independence,” the Board used the NASDAQ standard of “independence” in determining that each of Messrs. Haimovitz, Ming Nunez and Wuensch independence.Murphy is independent.

Our management, under the supervision and with the participation of our President and Chief Financial Officer and our Senior Vice President, Finance and Principal Accounting Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2009 (the “Evaluation”). Based upon the Evaluation, our President and Chief Financial Officer and Senior Vice President, Finance and Principal Accounting Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) are effective as of December 31, 2009 in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.heading entitled “Directors.”

The effectiveness of our internal control over financial reporting as of December 31, 2009, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm the scope of the audit plan and audit fees; and reviewing the Company's financial statements and related disclosures. The Audit Committee meets separately with senior management of the Company, the Company's General Counsel, the Company's internal auditor and its independent registered public accounting firm on a regular basis.