(Mark One)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yesþo Nooþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yeso Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The aggregate market value of Commoncommon stock held by non-affiliates of the registrant was approximately $507.7 million$107,300 based on the last reported sales price of the registrant’s Commoncommon stock on June 29, 200730, 2008 and assuming solely for the purpose of this calculation that all directors and officers of the registrant are “affiliates.” The determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of January 31, 2008, 87,118,088February 28, 2009, 101,258,642 shares (excluding treasury shares) of Commoncommon stock, par value $0.01 per share, were outstanding and 291,722 shares of Class B Stock,stock, par value $0.01 per share, were outstanding.

Portions of the registrant’s definitive proxy statement for its 2008our 2009 annual meeting of shareholders (which will be filed with the Commission within 120 days of the registrant’s 20072008 fiscal year end) are incorporated by reference in Part III of this Form 10-K.

 

In this report, “Westwood One,” “Company,” “registrant,” “we,” “us” and “our” refer to Westwood One, Inc.

We supplyprovide radio and television stations with programming information services and programming.other content. We are one of the largest domestic outsource provideroutsourced providers of traffic reporting services and one of the nation’s largest radio networks, producing and distributing national news, sports, talk, music and special event programs, in addition to local news, sports, weather, video news and other information programming. We deliver content to over 5,000 radio and television stations in the U.S.

We derive substantially all of our revenue from the sale of :10 second, :15 second, :30 second and :60 second commercial airtime to advertisers. We obtain the commercial airtime we sell to advertisers from radio and television affiliates, or other distribution partners, in exchange for the programming, or information services it providesand other content that we provide to them. We often provide such affiliates with cash compensation to obtain additional commercial airtime in order to supplement the commercial airtime we receive from providing programming and information services by providing affiliates with compensation to obtain additional commercial airtime.them. That commercial airtime is sold to local/regional advertisers (typically :10 second and :15 second commercial airtime) and to national advertisers (typically :30 or :60 second commercial airtime). By purchasing commercial airtime from us, advertisers are able to have their prerecorded and live commercial messages broadcast on radio and television stations and websites throughout the United States, reaching demographically defined listening audiences.

We provideOur business is organized in two primary divisions: Metro/Traffic and Network. Our Metro/Traffic Division provides local traffic, news, sports and weather information broadcast reports to 2,300 radio and television affiliates in over 9583 of the top 100 Metro Survey Area markets (referred to herein as “MSA markets”) in the United States. We also offerOur Network Division offers radio stations traditional news services, including CBS Radio news, and CNN Radio news and NBC News Radio, in addition to weekday and weekend news, sports and entertainment features and programs. These programs include: major sporting events, including the National Football League, NCAA football and basketball games, the National Hockey League, the Masters and the Olympics, live personality intensive talk shows, live concert broadcasts, countdown shows, music and interview programs and exclusive satellite simulcasts with cable networks.

We continue to develop alternative revenue streams generally by leveraging our existing resources and creating new distribution channels for our extensive content. WeFor instance, we provide programming to satellite radio services services to complimentary distribution channels,and data for digital map and automotive navigation systems,systems.

On October 2, 2007, we entered into a definitive agreement with CBS Radio documenting a long-term arrangement through March 31, 2017. The closing under such agreement occurred on March 3, 2008 and for distribution into all electronic mediums.

There are approximately 11,00011,682 commercial radio stations in the United States.

A radio station has two principal ways of effectively competing for revenue. First, it can differentiate itself in its local market by selecting and successfully executing a format targeted at a particular audience, thus enabling advertisers to place their commercial messages on stations aimed at audiences with certain demographic characteristics. A station can also broadcast special programming, syndicated shows, sporting events or national news products, such as those supplied by us, that are generally not available to its competitors within its format. National programming broadcast on an exclusive geographica limited distribution basis can help differentiate a station within its market, and thereby enable a station to increase its audience and advertising revenue.

In addition to the traditional “terrestrial” radio stations, new technologies and services have entered the marketplace. Currently, there areSirius XM Radio Inc. is a number of satellite-based broadcastersbroadcaster with programming very similar to traditional radio. Additionally, the radio industry has begun to roll out HD “High Definition” channels which may effectively increasedouble the number of radio stations in the United States.

Radio advertising timeis a cost-effective form of advertising that can be purchased on a local, regional or national basis. Local and regional purchases allow an advertiser to choose a geographic market for the broadcast of commercial messages. Local and regional purchases are typically best suited for an advertiser whose business or ad campaign is in a specific geographic area. Advertising purchased from a national radio network allows an advertiser to target its commercial messages to a specific demographic audience, nationally, onof a cost-efficient basis.national audience. In addition, an advertiser can choose to emphasize its message in a certain market or markets by supplementing a national purchase with local and/or regional purchases.

To plan its estimated network audience delivery and demographic composition, specific historical measurement information is available to advertisers from independent rating services such as Arbitron and their RADAR rating service. The rating service provides historical demographic information such as the age and gender composition of the listening audiences. Consequently, advertisers can predict that their advertisements are being heard by their target listening audience.

In addition to targeting and reaching defined audiences, our products provide creative marketing opportunities, including endorsements by trusted personalities, product integration, association with high quality and desirable blue chip programming and on-location sponsorship opportunities at cost effective rates.

Our business strategy is to provide for the programming needs ofour radio stations by supplying to radio stationsand television affiliates with programs and services that individual stationsthey may not be able to produce on their own on a cost effective basis. We offer radio stationslocal traffic, news, sports and newsweather information, as well as a wide selection of regularly scheduled and special event syndicated programming. The information and programs are produced by us and, therefore, the stationsour affiliates typically have virtually no production costs. With respect to our programs, each program is offered for broadcast by us exclusively to one station in its geographic market, which assists the station in competing for audience share in its local marketplace. In addition, except for news programming, our programs contain available commercial airtime that the stationsaffiliates may sell to local advertisers. We typically distribute promotional announcements to the stationsaffiliates and occasionally placesplace advertisements in trade and consumer publications to further promote the upcoming broadcast of its programs.

We expanded ourOur robust local and national product offerings in 1996 to include providing local traffic, news, sports and weather programming to radio stations and other media outlets in selected cities across the United States. This expansion gave ouroffering allows advertisers the ability to easily supplement their national purchases with local and regional purchases from us. It also allowedallows us to develop relationships with local and regional advertisers.

We have personnel responsible for stationaffiliate sales and marketing itsour programs to radio and television stations. Our staff develops and maintains close, professional relationships with radio and television station personnel to provide them with quickcomprehensive programming assistance.

Through our Metro/Traffic and Information Division, we provide traffic reports and local news, weather and sports information programming to radio and television affiliates.affiliates and their websites.

We gather traffic and other data utilizing our information-gathering infrastructure, which includes aircraft (helicopters and airplanes), broadcast-quality remote camera systems positioned at strategically located fixed positions and on aircraft, mobile units and wireless systems, and by accessing various government-based traffic tracking systems. We also gather information from various third-party news and information services. The information is processed, converted into broadcast copy and entered into our computer systems by our local writers and producers. This permits us to easily re-sell the information to third parties for distribution through the internet, wireless devices or personal digital assistants (“PDAs”) and various other distribution channels. Our professional announcers read the customized reports on the air. Our information reports (including the length of report,and content of report, specific geographic coverage area, time of broadcast, number of reports aired per day and broadcaster’s style, etc.)style) are customized to meet each individual affiliate’s requirements. We typically work closely with the program directors, news directors and general managers of our affiliates to ensure that our services meet the affiliates’ goals and standards. We and the affiliates jointly select the on-air talent to ensure that each on-air talent’s style is appropriate for the station’s format. Our on-air talent often becomes integral “personalities” on such affiliate stations as a result of their significant on-air presence and interaction with the stations’ on-air personnel. In order to realize operating efficiencies, we endeavor to utilize our professional on-air talent on multiple affiliate stations within a particular market.

We believe that our extensive fleet of aircraft and other information-gathering technology and broadcast equipment have allowedcoupled with our recently executed exclusive license and service agreement with TrafficLand allow us to provide high quality programming enablingthat enables us to retain andcontinue to expand our affiliate base. In the aggregate, we utilize approximately: 7761 helicopters and fixed-wing aircraft; 2015 mobile units; 3025 airborne camera systems; 182 fixed-position proprietary cameras; 6536 broadcast studios and approximately 1,5001,000 broadcasters and producers. We also maintain a staff of computer programmers and graphics experts to supply customized graphics and other visual programming elements to television station affiliates. In addition, our operation centers and broadcast studios have sophisticated computer technology, video and broadcast equipment and cellular and wireless technology, which enables our on-air talent to deliver reports to our affiliates. The infrastructure and resources dedicated to a specific market by us are determined by the size of the market, the number of affiliates we serve in the market and the type of services being provided. We believe our long-standing and continued investment in incident data and traffic gathering infrastructure differentiates us from our competitors.

We generally do not require our affiliates to identify us as the supplier of our information reports. This provides our affiliates with a high degree of customization and flexibility, as each affiliate has the right to present the information reports provided by us as if the affiliate had generated the reports with its own resources.

On December 22, 2008, Metro Networks Communications, Inc. (Metro) and TrafficLand entered into a License and Services Agreement which provides us with a three-year license to market and distribute TrafficLand services and products. Concurrent with the execution of the License Agreement, Westwood One, Inc. (Metro’s parent), TLAC, Inc. (a wholly-owned subsidiary of Westwood formed for such purpose) and TrafficLand entered into an option agreement granting us the right to acquire 100% of the stock of TrafficLand pursuant to the terms of a Merger Agreement which the parties have negotiated and placed in responseescrow. As a result of payments previously made under the License Agreement, we have the right to current and anticipated audience demand.

We package our radio commercial airtime on a network basis, covering all affiliates in relevant markets, either locally, regionally or nationally. This packaged airtime typically appeals to advertisers seeking a broad demographic reach. Because we generally sell our commercial airtime on a network basis rather than station-by-station, we generally do not compete for advertising dollars with individual local radio station affiliates. We believe that this is a key factor in maintaining our affiliate relationships. We package our television commercial airtime on a local, regional and national network basis. We have developed a separate sales force to sell our television commercial airtime and to optimize the efforts of our national internal structure of sales representatives. Our advertising sales force is comprised of approximately 130125 sales representatives and sales managers, who are part of a larger sales workforce.managers.

In mostmany of the markets in which the Metro/Traffic and Information Division conducts operations, we maintain an advertising sales office as part of our operations center. Our advertising sales force is able to sell available commercial airtime in any and all of our markets in addition to selling such airtime in each local market, which we believe affords our sales representatives an advantage over certain competitors. For example, an airline advertiser can purchase sponsorship advertising packages in multiple markets from our local sales representative in the city in which the airline is headquartered.

Our Network Division provides national advertisers with a cost-effective way to communicate their commercial messages to large listening audiences nationwide through purchases of commercial airtime in our national radio networks and programs. An advertiser can obtain both frequency (number of exposures to the target audience) and reach (size of listening audience) by purchasing advertising time from us. By purchasing time in networks or programs directed to different formats, advertisers can be assured of obtaining high market penetration and visibility as their commercial messages will be broadcast on several stations in the same market at the same time. On occasion, we support our national sponsors with promotional announcements and advertisements in trade and consumer publications. This support promotes the upcoming broadcasts of our programs and is designed to increase the advertisers’ target listening audience.

In most cases, we provide our MetroTV Services to television stations in exchange for thirty-second commercial airtime that we package and sell on a national basis. The amount and placement of the commercial airtime that we receive from television stations varies by market and the type of service provided by us. As we have provided enhanced television video services, we have been able to acquire more valuable commercial airtime. We believe that it offers advertisers significant benefits because, unlike traditional television networks, we often deliver more than one station in major markets and advertisers may select specific markets.

We have established a morning TV news network for our advertisers’ commercials to air during local news programming and local news breaks in most dayparts. Because we have affiliated a large number of network television stations in major markets, our morning news network delivers a significant national household rating in an efficient and compelling local news environment. As we continue to expand our service offerings for local television affiliates, we plan to create additional news networks to leverage our television news gathering infrastructure.

In the MSA markets in which we operate, we compete for advertising revenue with local print and other forms of communications media, including magazines, local radio, outdoor advertising, network radio and network television advertising, transit advertising, direct response advertising, yellow page directories, internet/new media and point-of-sale advertising. Although we are significantly larger than the next largest provider of traffic and local information services, there are several multi-market operations providing local radio and television programming services in various markets. Furthermore, in recent history, the radio industry has experienced a significant increase in the number of shorter-duration commercial inventory. Also, the consolidation of the radio industry has created opportunities for large radio groups, such as Clear Channel Communications, CBS Radio, ABC and Citadel and other station owners to gather information on their own.

Radio broadcasting and station ownership are regulated by the Federal Communications Commission (the “FCC”). As a producer and distributor 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.

On December 31, 2007,2008, we had approximately 2,0001,671 employees, including 672583 part-time employees. In addition, we maintain continuing relationships with numerous independent writers, program hosts, technical personnel and producers. Approximately 570470 of our employees are covered by collective bargaining agreements. We believe relations with our employees, unions and independent contractors are satisfactory.

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”), including amendments to those reports, may be obtained through our internet website atwww.westwoodone.com, from us in print upon request or from the SEC’s website atwww.sec.gov free of charge as soon as reasonably practicable after we file these reports with the SEC. Additionally, any reports or information that we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, Washington, DC. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.

This annual report on Form 10-K, including “Item 1A—Risk Factors” and “Item 7—Management’s Discussion and Analysis of Financial Condition and 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.

Our Operating Incomeoperating income has declined since 2002. We may not be able to reverse this trend particularly in the current economic environment or reduce costs sufficiently to offset anticipated declines in revenue.

Since 2002, our Operating Incomeoperating income has declined from approximately $166 million$180,000 to $63 million,an operating loss of $(438,041) ($19,430 exclusive of goodwill impairment charges of $430,126, restructuring charges of $14,100 and special charges of $13,245), with the most significant decline $144 million to $63 million, occurring in the past two years (exclusive of goodwill impairment charges).three years. In addition, our 2006 and 2008 results were adversely affected by a $516 million goodwill impairment charge. We cannot provide any assurances thatcharges of approximately $516,000 and $430,000, respectively. Given the current economic climate, it is possible our operating income will continue to decline. Historically, we will behave been able to reverse this trendreduce expenses to partially mitigate the impact of declining Operating Income the decline in our revenue and its effect on operating income. However, given the extensive restructuring of the Metro/Traffic division from 61 offices into 13 hubs (announced in Q3 of 2008 and anticipated to be completed by the end of Q2 of 2009), our ability to implement further significant cost reductions without negatively affecting our revenue is somewhat limited, and may make it difficult for us to mitigate the impact of further declines in revenue.

The recent credit market disruptions and economic contraction in the United States and globally have been severe, creating an economic environment unseen in recent history. Aside from the decline in consumer spending as described below, many of our clients could face their own difficulties in obtaining necessary financing to fund their ordinary course business operations. Given the economic downturn and the tight credit markets, many advertisers are reducing their ad budgets and/or that we will not have future impairment or other charges that adversely affect Operating Income. negotiating reductions in rates, each of which has impacted our financial results. Depending on the severity of the economic downturn and the pace of recovery, our operating results could continue to be negatively impacted.

On January 31, 2008,February 24, 2009, there were approximately 300350 holders of record of our Commoncommon stock, several of which represent “street accounts” of securities brokers. Based upon the number of proxies requested by brokers in conjunction with our annual meeting of shareholders held on February 12, 2008,2009, we estimate that the total number of beneficial holders of our Commoncommon stock exceeds 9,500.6,800.

Since December 15, 1998, our Commoncommon stock has been traded on the New York Stock Exchange (“NYSE”) under the symbol “WON”. The following table sets forth the range of high and low last sales prices on the NYSE for the Commoncommon stock for the calendar quarters indicated. On November 24, 2008 we were suspended from trading on the NYSE and on March 16, 2009 we were delisted.

The following table contains information as of December 31, 20072008 regarding our equity compensation plans as well as regarding warrants issued to CBS Radio under the Management Agreement:plans.

The following tables set forth the closing price of our Commoncommon stock at the end of each of the last five years.

On January 3, 2008, 2 shares of Companyour common stock were withheld from the vested portion of a 2006 equity compensation award to Peter Kosann our then Chief Executive Officer, in order to satisfy taxes payable by Mr. Kosann in connection with the 10 shares of such award that vested on January 3, 2008. On such date, the closing stock price of our common stock was $1.94 per share.

The principal components of our operating expenses are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), selling expenses including commissions, promotional expenses and bad debt expenses, depreciation and amortization, and corporate general and administrative expenses. Corporate general and administrative expenses are primarily comprised of costs associated with the Management Agreement (which terminated on March 3, 2008), corporate accounting, legal and administrative personnel costs, and other administrative expenses, including those associated with corporate governance matters. Special charges include one-time expenses associated with the renegotiation of the CBS agreements, the Gores investment, re-financing costs and severance associated with senior management changes (i.e. our CEO and CFO).re-engineering expenses.

We consider our operating cost structure to be predominatelylargely fixed in nature, and as a result, we believe we need several months lead time to make significant modification to our cost structure to react to what we view are more than temporary increases or decreases in advertiser demand. This point isbecomes important in predicting our performance in periods when advertiser revenue is increasing or decreasing. In periods where advertiser revenue is increasing, the fixed nature of a substantial portion of our costs means that operating income will grow faster than the related growth in revenue. Conversely, in a period of declining revenue, operating income will decrease by a greater percentage than the decline in revenue because of the lead time needed to reduce our operating cost structure. Furthermore, ifIf we perceive a decline in revenue to be temporary, we may choose not to reduce our fixed costs, or may even increase our fixed costs, so as to not limit our future growth potential when the advertising marketplace rebounds. We carefully consider matters such as credit and commercial inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the Consolidated Statement of Operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses. Although no individual relationship is significant, you should consider the relative mix of such arrangements is significant when evaluating operating margin and/or increases and decreases in operating expenses.

When CBS Radio discontinued Howard Stern’s radio program in 2006, the audience delivered by the stationsaffiliates that used to broadcast the program declined significantly. SomeMany of our affiliation agreements with CBS Radio did not allow us to reduce the compensation those stations were paid as a result of delivering a lower audience. Additionally, certain CBS Radio stations broadcast fewer commercials than in prior periods. These items contributed to a significant decline in our national audience delivery to advertisers. Our new arrangement with CBS (which became effective on March 3, 2008), mitigates both of these circumstances going forward by adjusting affiliate compensation up and/or down as a result of changes in audience levels. In addition, the arrangement provides CBS Radio with financial incentives to clearbroadcast substantially all of our commercial inventory (referred to as “clearance”) in accordance with their contract terms and with significant penalties for not complying with the contractual terms of our arrangement. We believe that CBS Radio has taken and will continue to take the necessary steps to stabilize and increase the audience reached by its stations. It should be noted however, that even as CBS takes steps to increase its compliance with our affiliation agreements, our operating costs will increase before we will be able to increase prices for the larger audience we will deliver, which was and may result incontinue to be a short-termcontribution to the decline in our operating income.

For 2008 Network revenue inwas $209,532, compared to $218,938 for 2007, decreased $27,379, or 11.1%, to $218,938a 4.3% decline, and from $246,317 in 2006, a decline of 11.1%. The decline in 2008 is primarily the result of the general decline in advertising spending, which started to contract mid-year and decreased $10,953, or 4.3%, in 2006which accelerated during the fourth quarter of 2008. Our performance was also impacted by lower revenues from $257,270 in 2005.our RADAR inventory and lower barter revenue. The decrease in 2007 nationalNetwork revenue was principally attributable to an approximate 23% reduction in our quarterly gross impressions from RADAR rated network inventory (news programming inventory) resultingwhich resulted from our affiliates experiencing audience declines, lower clearance levels by certain CBS Radio stations and planned reductions in affiliate compensation, the cancellation of certain programs (approximately $5,500), and the non-recurrence of revenue attributable to the 2006 Winter Olympic games (approximately $5,700), partially offset by revenue generated from new program launches (approximately $6,000). Excluding the effect of the non-recurrence of revenue attributable to the 2006 Winter Olympics, national revenue would have declined approximately 8.9%. The decrease in 2006 was primarily a result of decreases in revenue attributable to news, talk and music programming, partially offset by non-recurring revenue attributable to the broadcast of the 2006 Winter Olympic games and higher revenue from sports programs (approximately $6,900). Excluding the effect of the revenue from the 2006 Winter Olympics, national revenue in 2006 would have decreased approximately 6.6%.

Corporate generalIn connection with the re-engineering of our traffic operations and administrative expensesother cost reductions, which included the consolidation of leased offices, staff reductions and the elimination of underperforming programming, and was implemented to a significant degree in 2007 decreased $1,447, or 9.9%, to $13,171 from $14,618the last half of 2008, we recorded $14,100 in 2006, and increased $590, or 4.2%, in 2006 from $14,028 in 2005. Exclusive of stock-based compensation expense of $4,220, $5,924, and $4,965 in 2007, 2006, and 2005, respectively, corporate general and administrative expenses in 2007 increased $257, or 3%, to $8,951 from $8,694 in 2006, and decreased $369, or 4.1%, in 2006 from $9,063 in 2005. The 2007 increase was principally attributable to increased personnel costs, partially offset by lower corporate governance costs. The 2006 decrease was primarily attributable to lower personnel costs slightly offset by higher compensation to CBS Radio.

We incurred costs aggregating $13,245, $4,626 and $1,579 in 2008, 2007 and 2006, respectively,respectively. Special charges for 2008 were primarily related to a $5,000 payment to CBS Radio as a result of the new arrangement with CBS Radio, legal and advisor costs associated with the new arrangement, consulting costs attributable to our Metro/Traffic re-engineering initiative, re-financing transaction costs and costs related to the issuance of Series A Preferred Stock to Gores. The 2007 and 2006 charges relate to the negotiation of a new long-term arrangement with CBS Radio and for severance obligations related to executive officer changes.

We incurred an operating loss of $(438,041) in 2008. Absent the goodwill impairment charge of $430,126, we incurred an operating loss of $(7,915) in 2008 as compared to operating income of $63,307 in 2007, a decline of $71,222. The decline for the twelve months ended December 31, 2008 reflects a $46,968 decrease in revenue and an increase in costs due to restructuring charges for the closedown of facilities in connection with the Metro/Traffic re-engineering initiative, accrued severance payments, increased personnel costs and costs associated with the new CBS agreement. Operating income in 2007 increased $499,287 to $63,307 from an operating loss of ($435,980)$(435,980) in 2006, and decreased $579,958 in 2006 from operating income of $143,978 in 2005.2006. Excluding the 2006 impairment charge, operating income in 2007 decreased $16,629, or 20.8%, to $63,307 from $79,936 in 2006, and decreased $64,042, or 44.5% in 2006 from $143,978 in 2005.2006. The 2007 decrease was attributable to lower revenue, partially offset by a reduction in operating costs. The 2006 decrease was principally attributable to lower revenue and higher operating costs.

Interest expense in 2008 decreased $6,975 from $23,626 in 2007 to $16,651 in 2008 reflecting the decrease in the amount of outstanding debt. Interest expense in 2007 decreased $1,964, or 7.7%, to $23,626 from $25,590 in 2006, and increased $7,275, or 39.7%, in 2006 from $18,315 in 2005.2006. The 2007 decrease was principally attributable to lower average borrowings under our credit facility andFacility, partially offset by an increase in interest rates, higher amortization of deferred debt costs as a result of amending the facilityFacility in 2006, and a payment to terminate one of our fixed to floating interest rate swap agreements on our $150,000 Note. Our weighted average interest rate was 6.5% in 2008 and 6.3% in 2007 compared with 5.9% in 2006. The increase in 2006 was attributable to higher outstanding borrowings under our credit facility and higher average interest rates, as our average interest rate increased to 5.9% from 4.3% in 2005.2007.

In January and February 2008, we amended our credit facilityFacility to increase our leverage ratio and eliminate a provision that deemed the termination of the CBS Radio management agreement an event of default. As a result, our interest rate under the amended agreement for the Facility was increased to LIBOR + 175 basis points from LIBOR + 125 basis points. Additionally, sinceIf the refinancing is completed, we anticipate that annual interest payments on our credit facility matures at the end of February 2009, wedebt will needincrease from approximately $12,000 to refinance the credit facility prior to such date. Based on the significant reduction in our Earnings before interest, taxes, depreciation and amortization (referred to as EBITDA) over the past two years, we expect our interest rate to further increase as part of any new debt arrangement.$19,000.

Income tax expense in 2008 decreased $30,484, or 193.9%, to $(14,760) from $15,724 in 2007, the result of a portion of the goodwill impairment charge recorded during the year being tax deductible. Income tax expense in 2007 increased $6,915, or 78.5%, to $15,724 from $8,809 in 2006, and decreased $40,408, or 82.1%, in 2006 from $49,217 in 2005.2006. In 2007,2008, our effective income tax rate was 39.2%3.3%. The effective 2008 income tax rate was impacted by the 2008 goodwill impairment charge being substantially non-deductible for tax purposes. The 2007 effective income tax rate benefited from a change in New York State tax law on our deferred tax balance (approximately $100). The 2006 income tax provision was impacted by the 2006 goodwill impairment and related deferred tax attributes. Our effective tax rate in 2005 was 38.7%.

Net income in 2007 increased $493,8212008 decreased $451,931 to a loss of $(427,563) $(4.39) per basic common share and $(4.39) per diluted common share, from net income of $24,368 ($0.28 per basic and diluted common share and $0.02 per basic and diluted Class B share) fromin 2007. This compares with a net loss of $(469,453) ($469,453) (($5.46)(5.46) per basic and diluted Commoncommon share and $0.26$(0.26) per basic and diluted Class B share) in 2006, and decreased $547,339 in 2006 from net income of $77,886 ($0.86 per basic Common share and $0.85 per diluted Common share and $0.24 per basic and diluted Class B share) in 2005.2006.

Weighted-average shares outstanding for purposes of computing basic net income (loss) per Commoncommon share were 98,015, 86,112, and 86,013 in 2008, 2007 and 90,714 in 2007, 2006, and 2005, respectively. The decrease in 2006 from 2005 was primarily attributable to Common Stock repurchases partially offset by additional share issuances as a result of stock option exercises. Weighted-average shares outstanding for purposes of computing diluted net income (loss) per Commoncommon share were 98,307, 86,426, and 86,013 in 2008, 2007, and 91,519 in 2007, 2006, and 2005, respectively. As a result of incurring a net loss in 2008 and 2006, basis and diluted weighted-average Common shares outstanding are equivalent, as common stock equivalents from stock options, unvested restricted stock and warrants would be anti-dilutive.

We continually monitor and project our anticipated cash requirements, which include working capital needs, capital expenditures and principal and interest payments on our indebtedness and potential acquisitions. Our recentExcept for the non-payment of our interest and debt maturity described below, our funding requirements have been financed through cash flow from operations, the issuance of long-term debt and the issuance of long-term debt.$100,000 of common stock and Series A Preferred Stock to Gores in March and June of 2008, respectively.

At December 31, 2007,2008, our principal sources of liquidity were our cash and cash equivalents of $6,187$6,437 and available borrowings under our bank credit facility.Facility. As previously disclosed and as discussed elsewhere in this report, on February 27, 2009, our outstanding indebtedness under our Facility, which totals approximately $41,000, matured and became due and payable in its entirety. Additionally, we did not make our most recent interest payment to our noteholders on November 30, 2008. The non-payment of such amounts constitutes an event of default under the Facility and the Senior Notes, respectively. We believe thatare presently unable to meet our outstanding debt obligations, which raise substantial doubt about our ability to continue as a going concern. Absent negotiating and executing definitive documentation with various lenders and Gores, obtaining approximately $47,000 in additional capital to satisfy our outstanding debt payments and obtaining a waiver of our 4.0 to 1 debt leverage covenant (which we anticipate violating upon delivery of our audited financial statements as described elsewhere in this report), our sources of liquidity are adequateinadequate to fund immediate and ongoing operating requirements in the next twelve months,months. We currently have an agreement in principle on terms to refinance all of our debt (described in more detail below), however, our bank facility matures in February 2009. Accordingly, we must refinance our bank facility, develop new funding sources and/or raise additional capital. While we reasonably believethere can be no assurance that we will close the refinancing or that the lenders under our Facility and our Senior Notes will not seek to exercise remedies that may be ableavailable to refinance, identify new funding sources, and/or raise additional capital, if we cannot, we may not be ablethem prior to repay the facility upon maturity.such closing. If we raise additional funds through the issuance of equity securities, our shareholders may experience significant dilution. Furthermore, additional financing may not be available when we need it or, if available, financing may not be on terms favorable to us or to our shareholders. If financing is not available when required or is not available on acceptable terms, we may beare unable to developconsummate the refinancing or enhance our services or programs. In addition,the lenders choose to exercise the remedies available to them, we maywould be unable to take advantage of business opportunities or respond to competitive pressures. In addition, if our operating results continue to decline more than anticipated, it may cause usforced to seek a waiver or further amendments to our debt covenants. In these circumstances, if we cannot obtain a waiver or an amendment, our debt would be payable on demand from our lenders.the protection of bankruptcy laws. Any of these events could have a material and adverse effect on our business, continuity, results of operations, cash flows and financial condition.

At December 31, 2007,2008, we had an unsecured five-year $120,000 term loan and a five-year $125,000$75,000 revolving credit facility (referredFacility (collectively referred to in this sectionreport as theour “Facility”), both of which mature inmatured on February 2009. At December 31, 2007, we had available borrowings of approximately $44,000 under our Facility.28, 2009 and currently remain unpaid and outstanding as described above. Interest on the Facility is payable at the prime rate plus an applicable margin of up to 0.25%0.75% or LIBOR plus an applicable margin of up to 1.25%1.75%, at our option.option and since February 27, 2009, has increased by an additional 2 percentage points (the default rate). The Facility contains covenants, among others, related to dividends, liens, indebtedness, capital expenditures and restricted payments, as defined, interest coverage and leverage ratios. WeIn 2002, we issued the Senior Notes through a private placement comprised of: $150,000 of ten-year Senior Notes due November 30, 2012 (interest at a fixed rate of 5.26%) and $50,000 of seven-year Senior Notes due November 30, 2009 (interest at a fixed rate of 4.64%). The Senior Notes contain covenants, among others, relating to dividends, liens, indebtedness, capital expenditures, and interest coverage and leverage ratios. As discussed above, we failed to make our last interest payment of approximately $5,000 on December 1, 2008 (the foregoing,first business day after November 30, 2008). Since such date, interest on the “Senior Notes”)outstanding amount has increased by an additional 2 percentage points (the default rate). In addition,December 2008, we havesold a ten-year fixed to floating interest rate swap agreement covering $25,000 notional value of our outstanding $150,000 Senior Notes and a seven-year fixed to floating interest rate swap agreement covering $25,000 notional value of our outstanding $50,000 Senior Notes. Both swaps are at three-month LIBOR plus 0.8%. The Senior Notes contain covenants, among others, relating to dividends, liens, indebtedness, capital expenditures, and interest coverage and leverage ratios.

Net cash provided by operating activities in 2008 was $2,038 whereas net cash provided by operating activities in 2007 was $27,901, which reflects a decrease of $25,863 or 92.7%. In 2007, net cash provided by operating activities decreased $76,350 or 73.2%, to $27,901$27,091 from $104,251 in 2006,2006. The decreases in 2008 and decreased $14,039, or 11.9%, in 2006 from $118,290 in 2005. The decrease in 2007 waswere principally attributable to a decline in net income (after excluding the 20062008 goodwill impairment charge) and changes in working capital. In 2007, we reduced the amount of time payables and accrued expenses were outstanding, while in 2008 and 2006, we extended the time accounts payable and accrued expenses were outstanding.

We recently announced that we reached an agreement in principle with our lenders to refinance all of our outstanding were extended, resultingindebtedness (including the Facility and the Senior Notes). As set forth in a net usenon-binding term sheet negotiated among the parties, our lenders would exchange all of workingtheir existing indebtedness in us (approximately $241,000 in aggregate principal amount plus unpaid interest of $5,900) for: (1) $117,500 aggregate principal amount of new senior secured notes (the “New Senior Notes”), maturing July 15, 2012; (2) 25% of our common stock; and (3) a one-time cash payment of $25,000. The New Senior Notes would bear interest at 15% per annum payable 10% in cash and 5% in-kind (which would be added to principal quarterly in order to accrue interest but would not be payable until maturity). The New Senior Notes would be prepayable, at any time, in whole or in part without premium or penalty and would contain certain representations and warranties, covenants and events of default. In addition, we would be subject to certain financial covenants, including limitations on capital expenditures and a maximum senior secured leverage test. The New Senior Notes would be guaranteed by our domestic subsidiaries and would be secured by a first priority lien in substantially all of $62,248.our assets and those of our domestic subsidiaries. Gores has agreed to purchase the debt held by those lenders who do not wish to participate in the New Senior Notes at a discount and any debt purchased by Gores would be exchanged along with the other debt for the same consideration of New Senior Notes, common stock and cash, as described above. In connection with the foregoing, we believe that we will also obtain: (1) a new $15,000 revolving facility on a senior unsecured basis; and (2) a new $20,000 unsecured term loan subordinated to the New Senior Notes and the new revolver. Each of the new revolver and the new term loan would mature on July 15, 2012 and would be guaranteed by Gores. We anticipate that borrowings under the new revolver and the new term loan would bear interest at LIBOR plus a margin of 4.5% with a minimum LIBOR base of 2.5%.

In 2008, 2007, 2006, and 2005,2006, we spent $7,313, $5,849, $5,880, and $4,524,$5,880, respectively, for capital expenditures. Our business does not presently require, and we do not expect in the future to require, significant cash outlays for capital expenditures. However, as a result of a planned investment in a new distribution system, our 2008 capital expenditures are expected to be approximately double the amount spent in 2007.2008 were primarily for copy-splitting and pre-record technologies, IT hardware replacements and TV graphics packages and camera upgrades.

In 2008 we did not pay dividends to our shareholders. In 2007 2006 and 2005,2006, we paid dividends to our shareholders in the amount of $1,663 $27,640 and $27,032,$27,640, respectively. In May 2007, the Board of Directors elected to discontinue the payment of a dividend and does not plan to declare dividends for the foreseeable future. The payment of dividends is also prohibited by the terms of our Facility.

In 20062008 and 2005,2007, we did not purchase any shares of our common stock. In 2006, we purchased approximately 750 (2006) and 8,015 (2005) shares of our Commoncommon stock, at a total cost of $11,044 and $160,604, respectively.$11,044. While we arewere authorized to repurchase up to $290,490 of our Commoncommon stock at December 31, 2007,2008, we did not take such action and do not plan on repurchasing any additional shares for the foreseeable future. Such repurchases are also prohibited by the terms of our Facility.

On September 29, 2006, we, along with the other limited partners of POP Radio, we elected to participate in a recapitalization transaction negotiated by POP Radio with Alta Communications, Inc. (“Alta”), in return for which we received $529 on November 13, 2006 which was recorded within Other Income in the Consolidated Statement of Operations for the year ended December 31, 2006. Pursuant to the terms of the transaction, if and when Alta elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%.

The following table lists our future contractual obligations and commitments as of December 31, 2007:2008:

During 2007,2008, we incurred expenses aggregating approximately $66,633$73,049 for the Representation Agreement, affiliation agreements and the purchase of programming rights from CBS Radio and its affiliates ($75,514(such amounts were $66,633 in 20062007 and $78,388$75,514 in 2005)2006). The description and amounts regarding related party transactions set forth in this report, and the consolidated financial statements and related notes, also reflect transactions between us and Viacom. Viacom is an affiliate of CBS Radio, as National Amusements, Inc. beneficially owns a majority of the voting powers of all classes of common stock of each of CBS Corporation and Viacom.

In addition to the base fee and incentive compensation described above, we granted to CBS Radio seven fully vested and nonforfeitable warrants to purchase 4,500 shares of our Commoncommon stock (comprised of two warrants to purchase 1,000 Common shares per warrant and five warrants to purchase 500 Common shares per warrant). As of December 31, 2007, 1,500 of these warrants were cancelled as our Commoncommon stock did not reach the specified price targets necessary for the warrants to become exercisable. On March 3, 2008, all warrants issued to CBS Radio were cancelled in accordance with the terms of the Master Agreement.

As described elsewhere in this report, on March 3, 2008, we and CBS Radio closed the arrangement described in the Master Agreement, dated as of October 2, 2007, by and between us and CBS Radio. On such date, the Master Agreement terminated and our Representation Agreement with CBS Radio was replaced by an Amended and Restated News Programming Agreement, an Amended and Restated License Agreement and an Amended and Restated Technical Services Agreement. At the closing, we and CBS Radio entered into various agreements in substantially the form set forth as exhibits to the Master Agreement, including the following: (1) Amended and Restated News Programming Agreement,Agreement; (2) Amended and Restated Trademark License Agreement,Agreement; (3) Amended and Restated Technical Services Agreement,Agreement; (4) Mutual General Release and Covenant Not to Sue,Sue; (5) Amended and Restated Registration Rights Agreement,Agreement; (6) Lease for 524 W. 57th Street,Street; (7) Lease for 2020 M Street,Street; (8) Sublease for 2000 M Street,Street; (9) Westwood One Affiliation Agreements for certain CBS Radio owned and operated stations (“CBS Stations”); and (10) Metro Networks Affiliation Agreements for CBS Stations (documents 9 and 10, the “Station Agreements” and documents 1-10 collectively, the “New Transaction Documents”). These agreements were discussed in a Current Report on Form 8-K filed with the SEC on October 4, 2007 and included as part of a definitive proxy statement filed with the SEC on December 21, 2007. The closing under the Master Agreement was described in a Current Report on Form 8-K filed with the SEC on March 6, 2008 and the New Transaction Documents were included as exhibits to such filing. For convenience, aA brief description of certain provisions of the New Transaction Documents are set forth below,was included in our Annual Report on Form 10-K for the year ended December 31, 2007, however, for a complete description of terms, please refer to the documents named above and the terms of the actual agreement themselves. The following summary is not complete and is not intended to be an exhaustive description of the New Transaction Documents.

We consider matters such as credit and inventory risks, among others, in assessing arrangements with itsour programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the consolidated statement of operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within Revenue with no corresponding operating expenses.

Barter transactions represent the exchange of commercial announcements for programming rights, merchandise or services. These transactions are recorded at the fair market value of the commercial announcements relinquished, or the fair value of the merchandise and services received. A wide range of factors could materially affect the fair market value of commercial airtime sold in future periods (See the section entitled “Cautionary Statement regarding Forward-Looking Statements” in Item 1 and Item 1A “Risk Factors”), which would require us to increase or decrease the amount of assets and liabilities and related revenue and expenses recorded from prospective barter transactions. Revenue is recognized on barter transactions when the advertisements are broadcast. Expenses are recorded when the merchandise or service is utilized.

Program Rights–— Program rights are stated at the lower of cost, less accumulated amortization, or net realizable value. Program rights and the related liabilities are recorded when the license period begins and the program is available for use, and are charged to expense when the event is broadcast.

Valuation of Goodwill and Intangible Assets –— Goodwill represents the residualexcess of cost over fair value remaining after ascribing estimated fair values to an acquisition’s tangible and intangibleof net assets and liabilities.of businesses acquired. In accordance with Statement of Financial Accounting Standards No. 142 (“SFAS 142”) “Goodwill and Other Intangible Assets”, the value assigned to goodwill and indefinite lived intangible assets is not amortized to expense, but rather the estimated fair value of the reporting unit is compared to its carrying amount on at least an annual basis to determine if there is a potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill and intangible assets is less than their carrying value.

In order to estimate the fair values of assets and liabilities a company may use various methods including discounted cash flows, excess earnings, profit split and income methods. Utilization of any of these methods requires that a company make important assumptions and judgments about future operating results, cash flows, discount rates, and the probability of various scenarios, as well as the proportional contribution of various assets to results and other judgmental allocations. We determineIn 2008 we determined that using a discounted cash flow model was the best evaluation of the fair value of our two reporting units. In prior periods, we evaluated the fair value of our reporting unit by using thebased on a weighted average of 75% from a discounted cash flow modelapproach and 25% from the quoted market pricesprice of itsour stock. The discounted cash flow method relies

On an annual basis and upon the occurrence of certain interim triggering events, we are required to perform impairment tests on our forecasted operating resultsidentified intangible assets with indefinite lives, including goodwill, which contain estimatestesting could impact the value of our business. In 2008, we determined that our goodwill was impaired and judgments. In arriving at these estimatesrecorded impairment charges totaling $430,126 ($206,053 in the second quarter and judgments$224,073 in the fourth quarter). The remaining value of our goodwill is approximately $33,988.

Intangible assets subject to amortization primarily consist of affiliation agreements that were acquired in prior years. Such affiliate contacts, when aggregated, create a nationwide audience that is sold to national advertisers. The intangible asset values assigned to the affiliate agreements for each acquisition were determined based upon the expected discounted aggregate cash flows to be derived over the life of the affiliate relationship. The method of amortizing the intangible asset values reflects, based upon our historical experience, an accelerated rate of attrition in the affiliate base over the expected life of the affiliate relationships. Accordingly, we consider internal budgets and strategic plans,amortize the value assigned to affiliate agreements on an accelerated basis (period ranging from 4 to 20 years with a weighted-average amortization period of approximately 8 years) consistent with the pattern of cash flows which are expected long term growth rates, andto be derived. We review the potential effectsrecoverability of possible external factors and market conditions. If actual future conditionsour finite-lived intangible assets whenever events or events differ from our estimates, or if our stock price continues to decline, an additional impairment charge may be necessary to reducecircumstances indicate that the carrying valueamount of goodwill, which charge couldan asset may not be materialrecoverable. Recoverability is assessed by comparison to our resultsassociated undiscounted cash flows. No impairment of operations.intangible assets has been identified in any period presented.

Allowance for doubtful accounts –— We maintain an allowance for doubtful accounts for estimated losses which may result from the inability of our customers to make required payments. We base our allowance on the likelihood of recoverability of accounts receivable by aging category, based on past experience and taking into account current collection trends that are expected to continue. If economic or specific industry trends worsen beyond our estimates, weit would be requirednecessary to increase our allowance for doubtful accounts. Alternatively, if trends improve beyond our estimates, we would be required to decrease our allowance for doubtful accounts. Our estimates are reviewed periodically, and adjustments are reflected through bad debt expense in the period they become known. Our bad debt expense was nominal in 2007, $2,323, or 0.5% of revenue, in 2006, $2,035, or 0.4% of revenue, in 2005. Changes in our bad debt experience can materially affect our results of operations. Our allowance for bad debts requires us to consider anticipated collection trends and requires a high degree of judgment. In addition, as fully described herein, our results in any reporting period could be impacted by a relatively few but significant bad debts.

Estimated useful lives of property, plant and equipment and intangible assets –— We estimate the useful lives of property, plant and equipment and intangible assets in order to determine the amount of depreciation and amortization expense to be recorded during any reporting period. The useful lives, which are disclosed in Note 1- “Summary of Significant Accounting Policies” of the consolidated financial statements, are estimated at the time the asset is acquired and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods. Alternately, these types of technological changes could result in the recognition of an impairment charge to reflect the write-down in value of the asset.

In September 2006, the FASB issued “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 establishes a common definition of fair value to be applied to US GAAP guidance that requires the use of fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. SFAS No. 157 wasis effective for fiscal years beginning after November 15, 2007;2007, except for certain non-financial assets where the effective date will be January 1, 2009. TheOur adoption of SFAS No. 157 isdid not expected to have a material effect on the consolidated financial position or results of operations.

The consolidated financial statements and the related notes and schedules were prepared by and are the responsibility of management. The financial statements and related notes were prepared in conformity with generally accepted accounting principles and include amounts based upon management’s best estimates and judgments. All financial information in this annual report is consistent with the consolidated financial statements.

We maintain internal accounting control systems and related policies and procedures designed to provide reasonable assurance that assets are safeguarded, that transactions are executed in accordance with management’s authorization and properly recorded, and that accounting records may be relied upon for the preparation of consolidated financial statements and other financial information. The design, monitoring, and revision of internal accounting control systems involve, among other things, management’s judgment with respect to the relative cost and expected benefits of specific control measures.

Our consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion with respect to the presentation of these statements.

The Audit Committee of the Board of Directors, which is comprised solely of directors who are independent under NYSE 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. Further, as a result of changes in the listing standards for the New York Stock Exchange and as a result of the Sarbanes-Oxley Act of 2002, membersMembers of the Audit Committee are required to meet stringent independence standards and at least one member must have financial expertise. All of our Audit Committee members satisfy the independence standards and the Audit Committee also has at least one member with financial expertise. As described elsewhere in this report, we were delisted from the NYSE on March 16, 2009. Accordingly, we are no longer subject to the rules and regulations of the NYSE, including those related to independence of directors. At this time, no changes to the Board have been made, but it is contemplated that in connection with the refinancing described in more detail in this report, that Gores will take control of the Board at the closing of the refinancing and that certain changes in directors will be made at that time.

The consolidated financial statements and the related notes and schedules are indexed on page F-1 of this report, and attached hereto as pages F-1 through F-28F-35 and by this reference incorporated herein.

None.

Our management, under the supervision and with the participation of our Chief Executive OfficerPresident and Chief Financial Officer and Comptroller, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 20072008 (the “Evaluation”). Based upon the Evaluation, our Chief Executive OfficerPresident and Chief Financial Officer and Comptroller concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective as of December 31, 20072008 in ensuring that information required to be disclosed by us in the reports that it fileswe file or submitssubmit 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 officers,officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed under the supervision of our Chief Executive OfficerPresident and Chief Financial Officer and Comptroller to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control—Integrated Framework. Management, under the supervision and with the participation of our Chief Executive OfficerPresident and Chief Financial Officer and Comptroller, assessed the effectiveness of our internal control over financial reporting as of December 31, 20072008 and concluded that it is effective as of such date.

The effectiveness of the Company’sour internal control over financial reporting as of December 31, 2007,2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 20082009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 20082009 annual meeting of shareholders that is responsive to the information required with respect to this Item 13;10; provided, however, that such information shall not be incorporated herein:

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 20082009 annual meeting of shareholders that is responsive to the information required with respect to this Item 14;10; provided, however, that such information shall not be incorporated herein: