WESTWOOD ONE, INC.
REPORTS RECORD THIRD QUARTER 2002 OPERATING RESULTS

REVENUE UP 8%
OPERATING CASH FLOW UP 16%
FREE CASH FLOW UP 17%
FREE CASH FLOW PER SHARE UP 20%
NET INCOME UP 26% (Assuming Adoption of SFAS 142 in 2001)
EARNINGS PER SHARE UP 29% (Assuming Adoption of SFAS 142 in 2001)

New York, NY – October 31, 2002 -- Westwood One, Inc. (NYSE:WON) today reported record third quarter 2002 net income, earnings per share, operating cash flow, free cash flow and free cash flow per share.

Net revenues for the third quarter of 2002 were $133.8 million as compared with $124.0 million for the third quarter of 2001, an increase of approximately $9.8 million, or 8%. The increase was principally attributable to higher advertising rates and improved inventory utilization at our network and traffic divisions, as well as a result of creating additional inventory through new program initiatives at the network division.

Operating cash flow (defined as operating income plus depreciation and amortization) for the third quarter of 2002 was a record $46.4 million as compared with $40.1 million in the third quarter of 2001, an increase of approximately $6.3 million, or 16%. The double-digit increase was attributable to growing revenues while controlling operating costs.

Free cash flow (defined as net income plus depreciation and amortization less capital expenditures) for the third quarter of 2002 was a record $28.9 million as compared with $24.7 million in the third quarter of 2001, an increase of $4.2 million or 17%. The 2001 free cash flow was computed on a pro forma basis assuming the Company had adopted the provisions of SFAS142 as of January 1, 2001. Free cash flow per share for the third quarter of 2002 was $.27 per diluted share as compared with a pro forma $.22 per diluted share in the third quarter of 2001, an increase of approximately $.05, or 20%.

Joel Hollander, President and Chief Executive Officer of Westwood One stated:
“In the third quarter, we have continued to deliver record operating results by developing new business and creating new and innovative programming, while at the same time keeping a tight control on our costs.” Mr. Hollander added, “I am particularly pleased that our operating results for the nine month period surpassed that of any other period in the Company’s history, including the first nine months of 2000, when we benefited from the substantial advertising spending by dot com companies.”

Depreciation and amortization expense for the third quarter of 2002 was $2.9 million as compared with $17.0 million in the third quarter of 2001, a decrease of $14.1 million, or 83%. The decrease resulted primarily from the Company’s required adoption of SFAS 142, under which the Company no longer amortizes goodwill.

Operating income increased 88% in the third quarter of 2002 to a record $43.5 million as compared with $23.1 million in the third quarter of 2001. Assuming the Company had adopted SFAS 142 on January 1, 2001, the Company’s operating income increased approximately 26%.

Jacques Tortoroli, Executive Vice President and Chief Financial Officer of Westwood One stated: “Our ability to leverage our revenue growth into double digit free cash flow increases is a result of our business model and focus on controlling expenses. We continue to use this free cash generation and our available debt to aggressively repurchase our stock.” Mr. Tortoroli added, “to date we have repurchased over $200 million of our common stock and warrants and on September 25, 2002 our Board increased our stock repurchase authorization by $250 million.”

Income tax expense for the third quarter of 2002 was $15.1 million as compared with $10.9 million for the third quarter of 2001, an increase of approximately $4.2 million, or 38%. The Company’s effective income tax rate for the third quarter of 2002 was 37% compared with the 52% in the third quarter of 2001. The Company’s reported income tax expense and effective tax rates were affected by the Company’s adoption of SFAS 142. Assuming the Company had adopted SFAS 142 as of January 1, 2001, income tax expense would have increased by approximately $3.6 million in the third quarter of 2002 as compared with the third quarter of 2001 and the Company’s 2001 effective income tax rate would have been approximately 35%.

Net income for the third quarter of 2002 was $26.7 million ($.25 per basic and diluted share) as compared with $10.2 million ($.10 per basic and $.09 diluted share) in the third quarter of 2001, an increase of $16.5 million, or 162%. Assuming the Company had adopted SFAS 142 as of January 1, 2001, net income and earnings per diluted share would have increased by 26% and 29%, respectively.

The weighted average shares outstanding for the third quarter of 2002 were 106.0 million basic shares and 108.8 million diluted shares, as compared with 106.9 million basic shares and 111.2 million diluted shares in the third quarter of 2001. In the third quarter of 2002, the Company repurchased approximately 1.4 million shares of its Common Stock for $47.2 million.

2002 and 2003 Outlook

Based on the Company’s performance in the first nine months of 2002 and its revenue pacing for the fourth quarter, the Company expects to meet or exceed its previous estimates for full year 2002. For 2003, the Company expects to deliver mid-single digit revenue growth and double-digit growth in operating cash flow and earnings per share.

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 update 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 7,500 radio stations. Westwood One, Inc. is managed by Infinity Broadcasting Corporation, a wholly-owned subsidiary of Viacom, Inc.

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 general and relative to the advertising and entertainment industries); fluctuations in interest rates: changes in industry conditions; changes in operating performance; shifts in population and other demographics; changes in the level of competition for advertising dollars; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; changes in governmental regulations and policies and actions of regulatory bodies; changes in tax rates; changes in capital expenditure requirements and access to capital markets. Other key risks are described in the Company’s reports filed with the U.S. Securities and Exchange Commission. Except as otherwise state in this news announcement, Westwood One, Inc. does no undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Click here for Westwood One's Consolidated Statements of Operations

FOR IMMEDIATE RELEASE
Contact: JACQUES TORTOROLI
(212) 314-9215