10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2009

Or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number: 1-1969

ARBITRON INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 52-0278528
(I.R.S. Employer Identification No.)

9705 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
(410) 312-8000
(Registrant’s telephone number, including area code)

     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 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. Yes þ     No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o     No 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer o  Non-Accelerated Filer o
(Do not check if a smaller reporting company) Smaller Reporting Company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

     The registrant had 26,511,199  shares of common stock, par value $0.50 per share, outstanding as of July 31, 2009.

ARBITRON INC.

INDEX

			Page No.
PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets — June 30, 2009, and December 31, 2008	4
		Consolidated Statements of Income — Three Months Ended June 30, 2009, and 2008	5
		Consolidated Statements of Income — Six Months Ended June 30, 2009, and 2008	6
		Consolidated Statements of Cash Flows — Six Months Ended June 30, 2009, and 2008	7
		Notes to Consolidated Financial Statements — June 30, 2009	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
	Item 4.	Controls and Procedures	40
PART II — OTHER INFORMATION
	Item 1.	Legal Proceedings	41
	Item 1A.	Risk Factors	43
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 4.	Submission of Matters to a Vote of Security Holders	44
	Item 6.	Exhibits	45
	Signature		46

     Arbitron owns or has the rights to various trademarks, trade names or service marks used in its radio audience measurement business and subsidiaries, including the following: the Arbitron name and logo, Arbitrends^SM, RetailDirect^®, RADAR^®, Tapscan^TM, Tapscan WorldWide^TM, LocalMotion^®, Maximi$er^®, Maximi$er^® Plus, Arbitron PD Advantage^®, SmartPlus^®, Arbitron Portable People Meter^TM, PPM^TM, Arbitron PPM^®, Marketing Resources Plus^®, MRP^SM, PrintPlus^®, MapMAKER Direct^SM, Media Professional^SM, Media Professional Plus^SM, Qualitap^SM and Schedule-It^SM.

     The trademarks Windows^® and Media Rating Council^® are the registered trademarks of others.

     We routinely post important information on our website at www.arbitron.com. Information contained on our website is not part of this quarterly report.

3

ARBITRON INC.
Consolidated Balance Sheets
(In thousands, except par value data)

	June 30,			December 31,
	2009			2008
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	12,669		$	8,658
Trade accounts receivable, net of allowance for doubtful accounts of $3,036 in 2009 and $2,598 in 2008		64,959			50,037
Inventory		1,169			2,507
Prepaid expenses and other current assets		9,699			10,167
Deferred tax assets		2,391			2,476
Total current assets		90,887			73,845
Equity and other investments		15,482			14,901
Property and equipment, net		67,209			62,930
Goodwill, net		38,500			38,500
Other intangibles, net		879			950
Noncurrent deferred tax assets		7,188			7,576
Other noncurrent assets		684			895
Total assets	$	220,829		$	199,597
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	9,183		$	15,401
Accrued expenses and other current liabilities		22,934			29,732
Deferred revenue		56,566			57,304
Total current liabilities		88,683			102,437
Long-term debt		105,000			85,000
Other noncurrent liabilities		26,909			26,655
Total liabilities		220,592			214,092
Commitments and contingencies		—			—
Stockholders’ equity (deficit)
Preferred stock, $100.00 par value, 750 shares authorized, no shares issued		—			—
Common stock, $0.50 par value, authorized 500,000 shares, issued 32,338 shares as of June 30, 2009, and December 31, 2008		16,169			16,169
Net distributions to parent prior to March 30, 2001, spin-off		(239,042	)		(239,042	)
Retained earnings subsequent to spin-off		240,622			226,345
Common stock held in treasury, 5,827 shares in 2009 and 5,928 shares in 2008		(2,914	)		(2,964	)
Accumulated other comprehensive loss		(14,598	)		(15,003	)
Total stockholders’ equity (deficit)		237			(14,495	)
Total liabilities and stockholders’ equity (deficit)	$	220,829		$	199,597

See accompanying notes to consolidated financial statements.

4

ARBITRON INC.
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)

	Three Months Ended
	June 30,
	2009		2008
Revenue	$	86,799	$	78,655
Costs and expenses
Cost of revenue		55,762		52,585
Selling, general and administrative		19,351		19,977
Research and development		10,584		9,864
Restructuring and reorganization		185		—
Total costs and expenses		85,882		82,426
Operating income (loss)		917		(3,771	)
Equity in net income of affiliate(s)		5,581		5,166
Income from continuing operations before interest and income tax expense		6,498		1,395
Interest income		14		271
Interest expense		365		682
Income from continuing operations before income tax expense		6,147		984
Income tax expense		2,651		359
Income from continuing operations		3,496		625
Discontinued operations
Loss on sale of discontinued operations, net of taxes		—		(25	)
Total loss from discontinued operations, net of taxes		—		(25	)
Net income	$	3,496	$	600
Income per weighted-average common share
Basic
Continuing operations	$	0.13	$	0.02
Discontinued operations		—		—
Net income	$	0.13	$	0.02
Diluted
Continuing operations	$	0.13	$	0.02
Discontinued operations		—		—
Net income	$	0.13	$	0.02
Weighted-average common shares used in calculations
Basic		26,486		27,183
Potentially dilutive securities		169		251
Diluted		26,655		27,434
Dividends declared per common share outstanding	$	0.10	$	0.10

See accompanying notes to consolidated financial statements.

5

ARBITRON INC.
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)

	Six Months Ended
	June 30,
	2009		2008
Revenue	$	185,288	$	172,720
Costs and expenses
Cost of revenue		95,291		87,695
Selling, general and administrative		37,775		38,529
Research and development		19,890		19,528
Restructuring and reorganization		8,356		—
Total costs and expenses		161,312		145,752
Operating income		23,976		26,968
Equity in net income of affiliate(s)		2,581		1,221
Income from continuing operations before interest and income tax expense		26,557		28,189
Interest income		33		455
Interest expense		698		880
Income from continuing operations before income tax expense		25,892		27,764
Income tax expense		10,055		10,827
Income from continuing operations		15,837		16,937
Discontinued operations
Loss from discontinued operations, net of taxes		—		(495	)
Gain on sale of discontinued operations, net of taxes		—		425
Total loss from discontinued operations, net of taxes		—		(70	)
Net income	$	15,837	$	16,867
Income per weighted-average common share
Basic
Continuing operations	$	0.60	$	0.61
Discontinued operations		—		—
Net income	$	0.60	$	0.61
Diluted
Continuing operations	$	0.60	$	0.61
Discontinued operations		—		—
Net income	$	0.60	$	0.61
Weighted-average common shares used in calculations
Basic		26,458		27,687
Potentially dilutive securities		142		186
Diluted		26,600		27,873
Dividends declared per common share outstanding	$	0.20	$	0.20

See accompanying notes to consolidated financial statements.

6

ARBITRON INC.
Consolidated Statements of Cash Flows
(In thousands and unaudited)

	Six Months Ended June 30,
	2009			2008
Cash flows from operating activities
Net income	$	15,837		$	16,867
Loss from discontinued operations, net of taxes		—			70
Income from continuing operations		15,837			16,937
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of property and equipment		10,810			7,896
Amortization of intangible assets		71			205
Loss on asset disposals		1,071			692
Deferred income taxes		206			1,003
Equity in net income of affiliate(s)		(2,581	)		(1,221	)
Distributions from affiliate		5,400			4,750
Bad debt expense		674			460
Non-cash share-based compensation		4,626			4,347
Changes in operating assets and liabilities
Trade accounts receivable		(15,596	)		2,021
Prepaid expenses and other assets		548			56
Inventory		1,219			(467	)
Accounts payable		(5,367	)		(1,845	)
Accrued expenses and other current liabilities		(7,060	)		(6,390	)
Deferred revenue		(738	)		3,555
Other noncurrent liabilities		998			612
Net cash used in operating activities of discontinued operations		—			(1,225	)
Net cash provided by operating activities		10,118			31,386
Cash flows from investing activities
Additions to property and equipment		(16,752	)		(13,403	)
Purchases of equity and other investments		(3,400	)		(1,061	)
Net cash provided by investing activities from discontinued operations		—			2,123
Net cash used in investing activities		(20,152	)		(12,341	)
Cash flows from financing activities
Proceeds from stock option exercises and stock purchase plan		738			7,138
Stock repurchases		—			(59,731	)
Tax (loss) benefits realized from share-based awards		(1,437	)		787
Dividends paid to stockholders		(5,284	)		(5,650	)
Borrowings under Credit Facility		33,000			95,000
Payments of outstanding debt		(13,000	)		(57,000	)
Net cash provided by (used in) financing activities		14,017			(19,456	)
Effect of exchange rate changes on cash and cash equivalents		28			(6	)
Net change in cash and cash equivalents		4,011			(417	)
Cash and cash equivalents at beginning of period		8,658			22,128
Cash and cash equivalents at end of period	$	12,669		$	21,711

See accompanying notes to consolidated financial statements.

7

ARBITRON INC.
Notes to Consolidated Financial Statements
June 30, 2009
(unaudited)

1. Basis of Presentation and Consolidation

Presentation

     The accompanying unaudited consolidated financial statements of Arbitron Inc. (the “Company” or “Arbitron”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and are of a normal recurring nature. The consolidated balance sheet as of December 31, 2008, was audited at that date, but all of the information and notes as of December 31, 2008, required by U.S. generally accepted accounting principles have not been included in this Form 10-Q. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Consolidation

     The consolidated financial statements of the Company for the three and six months ended June 30, 2009, reflect the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries: Arbitron Holdings Inc., Audience Research Bureau S.A. de C.V., Ceridian Infotech (India) Private Limited, Arbitron International, LLC and Arbitron Technology Services India Private Limited. All significant intercompany balances have been eliminated in consolidation. The Company consummated the sale of CSW Research Limited (“Continental”) and Euro Fieldwork Limited, a subsidiary of Continental, on January 31, 2008. The financial information of Continental and Euro Fieldwork Limited has been separately reclassified within the consolidated financial statements as a discontinued operation. See Note 2 for further information.

8

2. Discontinued Operation

     During the fourth quarter of 2007, the Company approved a plan to sell Continental, which represented a component of the Company’s international operations. As a result, the assets and liabilities, results of operations and cash flow activity of Continental were reclassified separately as a discontinued operation held for sale within the consolidated financial statements for all periods presented on the Company’s annual consolidated financial statements filed on Form 10-K for the years ended December 31, 2008, and 2007. On January 31, 2008, the sale of Continental was completed at a gain of $0.5 million. The following table presents key information associated with the operating results of the discontinued operations for the 2008 reporting period presented in the consolidated financial statements filed in this quarterly report on Form 10-Q for the period ended June 30, 2009 (in thousands):

	Three Months			Six Months Ended
	Ended June 30,			June 30,
Results of Discontinued Operations	2008			2008
Revenue	$	—		$	1,011
Operating expenses		—			1,802
Operating loss		—			(791	)
Net interest income		—			7
Loss before income tax benefit		—			(784	)
Income tax benefit		—			289
Loss from discontinued operations, net of taxes		—			(495	)
(Loss) gain on sale, net of taxes		(25	)		425
Total loss from discontinued operations, net of taxes	$	(25	)	$	(70	)

9

3. Long-Term Debt

     On December 20, 2006, the Company entered into an agreement with a consortium of lenders to provide up to $150.0 million of financing to the Company through a five-year, unsecured revolving credit facility (the “Credit Facility”). The agreement contains an expansion feature for the Company to increase the total financing available under the Credit Facility up to $200.0 million with such increased financing to be provided by one or more existing Credit Facility lending institutions, subject to the approval of the lending banks, and/or in combination with one or more new lending institutions, subject to the approval of the Credit Facility’s administrative agent. As of June 30, 2009, and December 31, 2008, the outstanding borrowings under the Credit Facility were $105.0 million and $85.0 million, respectively.

     Under the terms of the Credit Facility, the Company is required to maintain certain leverage and coverage ratios and meet other financial conditions. The Credit Facility contains certain financial covenants, and limits among other things, the Company’s ability to sell certain assets, incur additional indebtedness, and grant or incur liens on its assets. Under the terms of the Credit Facility, all of the Company’s material domestic subsidiaries, if any, guarantee the commitment. As of June 30, 2009, and December 31, 2008, the Company had no material domestic subsidiaries as defined by the terms of the Credit Facility. As of June 30, 2009, and December 31, 2008, the Company was in compliance with the terms of the Credit Facility.

     If a default occurs on outstanding borrowings, either because the Company is unable to generate sufficient cash flow to service the debt or because the Company fails to comply with one or more of the restrictive covenants, the lenders could elect to declare all of the then outstanding borrowings, as well as accrued interest and fees, to be immediately due and payable. In addition, a default may result in the application of higher rates of interest on the amounts due.

     The Credit Facility has two borrowing options, a Eurodollar rate option or an alternate base rate option, as defined in the Credit Facility agreement. Under the Eurodollar option, the Company may elect interest periods of one, two, three or six months at the inception date and each renewal date. Borrowings under the Eurodollar option bear interest at the London Interbank Offered Rate (LIBOR) plus a margin of 0.575% to 1.25%. Borrowings under the base rate option bear interest at the higher of the lead lender’s prime rate or the Federal Funds rate plus 50 basis points, plus a margin of 0.00% to 0.25%. The specific margins, under both options, are determined based on the Company’s ratio of indebtedness to earnings before interest, income taxes, depreciation, amortization and non-cash share-based compensation (the “leverage ratio”), and is adjusted every 90 days. The Credit Facility agreement contains a facility fee provision whereby the Company is charged a fee, ranging from 0.175% to 0.25%, applied to the total amount of the commitment. The interest rate on outstanding borrowings as of June 30, 2009, and December 31, 2008, was 1.11% and 1.31%, respectively.

     Interest paid during the six-month periods ended June 30, 2009, and 2008, was $0.6 million and $0.9 million, respectively. Interest capitalized during each of the six-month periods ended June 30, 2009, and 2008, was less than $0.1 million. Non-cash amortization of deferred financing costs classified as interest expense during the six-month periods ended June 30, 2009, and 2008, was less than $0.1 million.

10

4. Stockholders’ Equity (Deficit)

     Changes in stockholders’ equity (deficit) for the six months ended June 30, 2009, were as follows (in thousands):

								Net Distributions
								to Parent			Retained			Accumulated
								Prior to			Earnings			Other			Total
	Shares		Common		Treasury			March 30, 2001			Subsequent			Comprehensive			Stockholders’
	Outstanding		Stock		Stock			Spin-off			to Spin-off			Loss			Equity (Deficit)
Balance as of December 31, 2008		26,410	$	16,169	$	(2,964	)	$	(239,042	)	$	226,345		$	(15,003	)	$	(14,495	)
Net income		—		—		—			—			15,837			—			15,837
Common stock issued from treasury stock		101		—		50			—			544			—			594
Tax loss from share-based awards		—		—		—			—			(1,437	)		—			(1,437	)
Non-cash share-based compensation		—		—		—			—			4,626			—			4,626
Dividends declared		—		—		—			—			(5,293	)		—			(5,293	)
Other comprehensive income		—		—		—			—			—			405			405
Balance as of June 30, 2009		26,511	$	16,169	$	(2,914	)	$	(239,042	)	$	240,622		$	(14,598	)	$	237

     A quarterly cash dividend of $0.10 per common share was paid to stockholders on July 1, 2009.

11

5. Net Income per Weighted-Average Common Share

     The computations of basic and diluted net income per weighted-average common share for the three and six-month periods ended June 30, 2009, and 2008, are based on the Company’s weighted-average shares of common stock and potentially dilutive securities outstanding.

     Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes that the proceeds from the exercise of all stock options are used to repurchase the Company’s common stock at the average market price for the period. As of June 30, 2009, and 2008, there were options to purchase 2,764,049 and 1,804,844 shares of the Company’s common stock outstanding, of which options to purchase 2,375,313 and 432,397 shares of the Company’s common stock, respectively, were excluded from the computation of diluted net income per weighted-average common share for the quarter ended June 30, 2009, and 2008, respectively, either because the options’ exercise prices were greater than the average market price of the Company’s common shares or assumed repurchases from proceeds from the options’ exercise were potentially antidilutive.

     The Company elected to use the alternative method prescribed by the Financial Accounting Standards Board (“FASB”) Staff Position Statement of Financial Accounting Standards (“SFAS”) No. 123R-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards, for determining its initial hypothetical tax benefit pool. In addition, in accordance with provisions under SFAS No. 123R, Share-Based Payment, (“SFAS No. 123R”) the assumed proceeds associated with the entire amount of tax benefits for share-based awards granted prior to SFAS No. 123R adoption, if any, were used in the diluted shares computation. For share-based awards granted subsequent to the January 1, 2006, SFAS No. 123R adoption date, the assumed proceeds for the related excess tax benefits, if any, were used in the diluted shares computation.

12

6. Comprehensive Income and Accumulated Other Comprehensive Loss

     The Company’s comprehensive income is comprised of net income, changes in foreign currency translation adjustments, and changes in retirement liabilities, net of tax (expense) benefits. The components of comprehensive income were as follows (in thousands):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2009		2008			2009			2008
Net income	$	3,496	$	600		$	15,837		$	16,867
Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of tax expense of $24, and $0 for the three months ended June 30, 2009, and 2008, respectively; and a tax benefit of $28, and $240 for the six months ended June 30, 2009, and 2008, respectively.		35		(2	)		(44	)		(373	)
Change in retirement liabilities, net of tax expense of $136, and $94 for the three months ended June 30, 2009, and 2008, respectively; and a tax expense of $295, and $187 for the six months ended June 30, 2009, and 2008, respectively.		210		142			449			286
Other comprehensive income (loss)		245		140			405			(87	)
Comprehensive income	$	3,741	$	740		$	16,242		$	16,780

The components of accumulated other comprehensive loss were as follows (in thousands):

	June 30,			December 31,
	2009			2008
Foreign currency translation adjustment, net of taxes	$	(328	)	$	(284	)
Retirement plan liabilities, net of taxes		(14,270	)		(14,719	)
Accumulated other comprehensive loss	$	(14,598	)	$	(15,003	)

13

7. Equity and Other Investments

     The Company’s equity and other investments consisted of the following:

	June 30,		December 31,
	2009		2008
Scarborough	$	12,082	$	14,901
Equity investments		12,082		14,901
TRA preferred stock		3,400		—
Other investments		3,400		—
Equity and other investments	$	15,482	$	14,901

     The Company’s 49.5% investment in Scarborough, a syndicated, qualitative local market research partnership, is accounted for using the equity method. The Company’s preferred stock investment in TRA Global, Inc., a Delaware corporation (“TRA”), providing media and marketing research, is accounted for using the cost method. The Company invested $3.4 million in TRA in May 2009. The Company’s 50.0% interest in Project Apollo LLC, a pilot national marketing research service, was terminated in June 2008 and was accounted for using the equity method of accounting. The following table shows the investment activity for each of the Company’s investments and in total for the three and six months ended June 30, 2009, and 2008:

	Summary of Investment Activity (in thousands)
	Three Months Ended								Three Months Ended
	June 30, 2009								June 30, 2008
	Scarborough			TRA		Total			Scarborough			Project Apollo LLC			Total
Beginning balance	$	8,400		$	—	$	8,400		$	8,006		$	199		$	8,205
Investment income (loss)		5,581			—		5,581			6,038			(872	)		5,166
Distributions from investee		(1,899	)		—		(1,899	)		(1,250	)		—			(1,250	)
Cash investments		—			3,400		3,400			—			673			673
Ending balance at June 30	$	12,082		$	3,400	$	15,482		$	12,794		$	—		$	12,794

	Summary of Investment Activity (in thousands)
	Six Months Ended								Six Months Ended
	June 30, 2009								June 30, 2008
	Scarborough			TRA		Total			Scarborough			Project Apollo LLC			Total
Beginning balance	$	14,901		$	—	$	14,901		$	14,420		$	842		$	15,262
Investment income (loss)		2,581			—		2,581			3,124			(1,903	)		1,221
Distributions from investee		(5,400	)		—		(5,400	)		(4,750	)		—			(4,750	)
Cash investments		—			3,400		3,400			—			1,061			1,061
Ending balance at June 30	$	12,082		$	3,400	$	15,482		$	12,794		$	—		$	12,794

14

8. Prepaids and Other Current Assets

     Prepaids and other current assets as of June 30, 2009 and December 31, 2008, consist of the following (in thousands):

	June 30, 2009		December 31, 2008
Insurance recovery receivables	$	5,120	$	5,775
Survey participant incentives and prepaid postage		2,875		2,615
Other		1,704		1,777
Prepaids and other current assets	$	9,699	$	10,167

     During 2008, the Company became involved in two securities-law civil actions and a governmental interaction primarily related to the commercialization of our PPM service. During 2008 and the six months ended June 30, 2009, the Company incurred $7.8 million in legal fees and costs in defense of its positions related to those actions and interaction. As of June 30, 2009, $2.0 million in insurance proceeds related to these legal actions was collected and the Company estimates that $4.1 million of such legal fees and costs are probable for future recovery under the Company’s Directors and Officers insurance policy. During the six months ended June 30, 2009, a $1.3 million increase in the estimated gross insurance recovery was reported as a reduction to selling, general and administrative expense on the income statement, which partially offsets the $1.6 million in related legal fees recorded during the first half of 2009.

     The Company also recorded a $1.0 million insurance claims receivable related to business interruption losses and damages incurred as a result of Hurricane Ike as of December 31, 2008. As of June 30, 2009, the Company estimates that $1.0 million of the $2.3 million loss incurred during 2008 and the first half of 2009 for Hurricane Ike are probable for recovery through insurance.

9. Restructuring and Reorganization Initiative

     During the first quarter of 2009, the Company implemented a restructuring, reorganization and expense reduction plan. Part of the reorganization included reducing the Company’s workforce by approximately 10 percent of its full-time employees. During the six months ended June 30, 2009, the Company incurred $8.4 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support and certain relocation cost obligations that were incurred as part of the reorganization of the Company’s management structure.

15

     The following table presents additional information regarding the activity for the three and six month periods ended June 30, 2009 (in thousands):

Reconciliation of beginning and ending liability balances

	For the Three			For the Six
	Months Ended			Months Ended
Restructuring and Reorganization	June 30, 2009			June 30, 2009
Beginning liability	$	8,156		$	—
Costs incurred and charged to expense		185			8,356
Costs paid during the period		(5,707	)		(5,722	)
Ending liability as of June 30, 2009	$	2,634		$	2,634

     Although the Company recognized a substantial majority of the related expense during the first half of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. In accordance with our retirement plan provisions, retirement plan participants may elect, at their option, to receive their retirement benefits either in a lump sum payment or an annuity. According to SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, if the lump sum distributions paid during the plan year exceed the total of the service cost and interest cost for the plan year, any unrecognized loss or gain in the plan should be recognized for the pro rata portion equal to the percentage reduction of the projected benefit obligation. Subsequent to the June 30, 2009 financial statement report date, the aggregate of lump sum distribution elections by a number of pension plan participants, who were part of the restructuring, resulted in the recognition of a pro rata settlement loss related to two of the Company’s retirement plans during the third quarter 2009. The Company estimates that the total restructuring charge for the full year ending December 31, 2009, including the estimated loss for the pro rata settlement, will be approximately $11.0 million.

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10. Retirement Plans

     Certain of the Company’s United States employees participate in a defined-benefit pension plan that closed to new participants effective January 1, 1995. The Company subsidizes healthcare benefits for eligible retired employees who participate in the pension plan and were hired before January 1, 1992. The Company also sponsors two nonqualified, unfunded supplemental retirement plans.

     The components of periodic benefit costs for the defined-benefit pension, postretirement and supplemental retirement plans were as follows (in thousands):

	Defined-Benefit						Postretirement				Supplemental
	Pension Plan						Plan				Retirement Plans
	Three Months						Three Months				Three Months
	Ended June 30,						Ended June 30,				Ended June 30,
	2009			2008			2009		2008		2009			2008
Service cost	$	222		$	196		$	13	$	11	$	5		$	29
Interest cost		477			507			23		23		72			58
Expected return on plan assets		(576	)		(615	)		—		—		—			—
Amortization of prior service cost		5			5			—		—		(3	)		(5	)
Amortization of net loss		248			182			10		9		83			46
Net periodic benefit cost	$	376		$	275		$	46	$	43	$	157		$	128
SFAS No. 88 curtailment	$	—		$	—		$	—	$	—	$	15		$	—

	Defined-Benefit						Postretirement				Supplemental
	Pension Plan						Plan				Retirement Plans
	Six Months						Six Months				Six Months
	Ended June 30,						Ended June 30,				Ended June 30,
	2009			2008			2009		2008		2009			2008
Service cost	$	444		$	392		$	25	$	21	$	46		$	59
Interest cost		953			1,013			46		47		162			117
Expected return on plan assets		(1,153	)		(1,229	)		—		—		—			—
Amortization of prior service cost		11			11			—		—		(8	)		(11	)
Amortization of net loss		497			364			21		17		222			92
Net periodic benefit cost	$	752		$	551		$	92	$	85	$	422		$	257
SFAS No. 88 curtailment	$	—		$	—		$	—	$	—	$	15		$	—

     The curtailment charge of $15, related to one of the Company’s supplemental retirement plans, was incurred as a result of an employee termination under the Company’s restructuring and reorganization initiative.

     The Company currently estimates that it will contribute $3.9 million to its defined benefit plans during 2009.

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11. Taxes

     The effective tax rate from continuing operations decreased to 38.8% for the six months ended June 30, 2009, from 39.0% for the six months ended June 30, 2008.

     During 2009, the Company’s net unrecognized tax benefits for certain tax contingencies increased from $1.4 million as of December 31, 2008, to $1.6 million as of June 30, 2009. If recognized, the $1.6 million of unrecognized tax benefits would reduce the Company’s effective tax rate in future periods.

     Income taxes paid on continuing operations for the six months ended June 30, 2009, and 2008, were $12.6 million and $11.5 million, respectively.

12. Share-Based Compensation

     The following table sets forth information with regard to the income statement recognition of share-based compensation (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Cost of revenue	$	52	$	252	$	82	$	412
Selling, general and administrative		2,649		2,344		4,504		3,700
Research and development		42		133		40		235
Share-based compensation	$	2,743	$	2,729	$	4,626	$	4,347

     There was no capitalized share-based compensation cost recorded during the six-month periods ended June 30, 2009, and 2008.

     On May 13, 2008, the Company’s shareholders approved the 2008 Equity Compensation Plan that provides for the grant of share-based awards, including stock options, stock appreciation rights, restricted stock and restricted stock units. The maximum amount of share awards authorized to be issued under this plan is 2,500,000 shares of the Company’s common stock and of this amount, a maximum of 625,000 shares of the Company’s common stock are authorized to be issued for awards other than stock options and stock appreciation rights. The expiration date of the 2008 Equity Compensation Plan is May 13, 2018. The Company’s policy for issuing shares upon option exercise or conversion of its nonvested share awards and deferred stock units under all of the Company’s stock incentive plans is to issue new shares of common stock, unless treasury stock is available at the time of exercise or conversion.

Stock Options

     Stock options awarded to employees under the 1999 and 2001 Stock Incentive Plans and the 2008 Equity Compensation Plan (referred to herein collectively as the “SIPs”) generally vest annually over a three-year period, have 10-year terms and have an exercise price of not less than the fair market value of the underlying stock at the date of grant. Stock options granted to directors under the SIPs generally vest upon the date of grant, are generally exercisable in six months after the date of grant, have 10-year terms and have an exercise price not less than the fair market value of the underlying stock at the date of grant. The Company’s options provide for accelerated vesting if there is a change in control of the Company.

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     The Company uses historical data to estimate option exercises and employee terminations in order to determine the expected term of the option; identified groups of optionholders that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that such options are expected to be outstanding. The expected term can vary for certain groups of optionholders exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury strip bond yield curve in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock.

     The fair value of each option granted to employees and nonemployee directors during the three-month and six-month periods ended June 30, 2009, and 2008, was estimated on the date of grant using a Black-Scholes option valuation model. Those assumptions, along with other data regarding the Company’s stock options, are noted in the following table (dollars in thousands, except per share data):

Assumptions for Options Granted to
Employees and Nonemployee	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
Directors	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Expected volatility		34.01 - 34.77	%		24.30 - 25.22	%		31.88 - 34.77	%		24.30 - 25.27	%
Expected dividends		1.91 - 1.97	%		1.00	%		1.91 - 2.95	%		1.00	%
Expected term (in years)		5.75 - 6.25			5.50 - 6.00			5.75 - 6.25			5.50 - 6.00
Risk-free rate		2.44 - 2.94	%		3.30 - 3.44	%		2.13 - 2.94	%		2.60 - 3.44	%
Weighted-average volatility		34.31	%		25.14	%		33.65	%		25.20	%
Weighted-average term (in years)		6.03			5.96			6.01			5.94
Weighted-average risk-free rate		2.50	%		3.34	%		2.42	%		2.91	%
Weighted-average dividend rate		1.97	%		1.00	%		2.17	%		1.00	%
Weighted-average grant date fair value per option	$	6.09		$	12.96		$	5.43		$	11.47
Other Data
Options granted		935,789			58,551			1,320,293			312,505
Weighted-average exercise price for options granted per share	$	20.33		$	46.64		$	18.79		$	42.71
Intrinsic value of options exercised		—		$	2,238			—		$	2,384

     As of June 30, 2009, there was $7.8 million of total unrecognized compensation cost related to options granted under the SIPs. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 2.7 years. The weighted-average exercise price and weighted-average remaining contractual term for outstanding stock options as of June 30, 2009, were $29.73 and 7.74 years, respectively, and as of June 30, 2008, $39.57 and 6.84 years, respectively.

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Nonvested Share Awards

     The Company’s nonvested share awards vest over four or five years on either a monthly or annual basis. The Company’s awards provide for accelerated vesting if there is a change in control of the Company. Compensation expense is recognized on a straight-line basis using the market price on the date of grant as the awards vest. As of June 30, 2009, there was $9.0 million of total unrecognized compensation cost related to nonvested share awards granted under the SIPs. This aggregate unrecognized cost for nonvested share awards is expected to be recognized over a weighted-average period of 2.75 years. Other nonvested share award information for the three-month and six-month periods ended June 30, 2009, and 2008, is noted in the following table (dollars in thousands, except per share data):

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2008
Number of shares granted		208,910		24,933		310,449		102,748
Weighted average grant-date fair value per share	$	20.29	$	49.98	$	18.56	$	43.91
Fair value of shares vested	$	132	$	65	$	781	$	1,601

Deferred Stock Units

     Deferred stock units granted to one of the Company’s employees vest annually on a calendar year basis through December 31, 2009, and are convertible into shares of common stock, subsequent to employment termination. Deferred stock units granted to nonemployee directors vest immediately upon grant and are convertible into shares of common stock subsequent to the directors’ termination of service. As of June 30, 2009, the total unrecognized compensation cost related to deferred stock units granted under the SIPs was $0.9 million and is expected to be recognized over a weighted-average period of 0.50 years. Other deferred stock unit information for the three-month and six-month periods ended June 30, 2009, and 2008, is noted in the following table (dollars in thousands):

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2008
Shares granted to employee directors		21,868		26		22,158		21,724
Shares granted to nonemployee directors		4,360		1,287		9,476		2,766
Fair value of shares vested	$	74	$	63	$	154	$	128

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Employee Stock Purchase Plan

     On May 13, 2008, the Company’s shareholders approved an amendment to its compensatory Employee Stock Purchase Plan (“ESPP”) increasing the maximum number of shares of Company common stock reserved for sale under the ESPP from 600,000 to 850,000. The purchase price of the stock to ESPP participants is 85% of the lesser of the fair market value on either the first day or the last day of the applicable three-month offering period. ESPP information for the three-month and six-month periods ended June 30, 2009, and 2008, is noted in the following table (dollars in thousands):

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2008
Share-based compensation expense	$	90	$	75	$	210	$	167
Number of ESPP shares issued		25,666		8,628		63,381		18,457
Amount of proceeds received from employees	$	276	$	316	$	612	$	664

13. Concentration of Credit Risk

     The Company’s quantitative radio audience measurement business and related software licensing accounted for the following percentages of revenue:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Quantitative Radio Business		73	%		69	%		82	%		80	%
Related Software Licensing		9	%		10	%		8	%		9	%

     The Company had one customer that individually represented 18% of its annual revenue for the year ended December 31, 2008. The Company had three customers that individually represented 19%, 11%, and 10% of its total accounts receivable as of June 30, 2009. The Company has historically experienced a high level of contract renewals.

14. Financial Instruments

     Fair values of accounts receivable and accounts payable approximate carrying values due to their short-term nature. Due to the floating rate nature of the Company’s revolving obligation under its Credit Facility, the fair values of the $105.0 million and $85.0 million in outstanding borrowings as of June 30, 2009, and December 31, 2008, respectively, also approximate their carrying amounts.

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15. Stock Repurchases

     On November 14, 2007, the Company’s Board of Directors authorized a program to repurchase up to $200.0 million of the Company’s outstanding common stock through either periodic open-market or private transactions at then-prevailing market prices over a period of up to two years through November 14, 2009. For the six months ended June 30, 2009, no shares of common stock were repurchased. As of June 30, 2009, the Company paid $100.0 million to repurchase 2,247,400 shares of outstanding common stock under this program since the program’s inception. For the six months ended June 30, 2008, the Company repurchased 1,371,900 shares of outstanding common stock under this program for $59.7 million.

16. Subsequent Events

     In accordance with SFAS No. 165, Subsequent Events, the Company is required to disclose the date through which subsequent events have been evaluated for disclosure. Subsequent events were evaluated through August 5, 2009, the date of issuance for the Company’s financial statements for the quarter ended June 30, 2009, as filed on this Form 10-Q. Except as disclosed elsewhere, no subsequent events that warrant further disclosure herein were noted during this evaluation.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in this Quarterly Report on Form 10-Q.

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries (“we,” “our,” “Arbitron” or the “Company”) in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “intends,” “anticipates,” “estimates,” “believes” or “plans” or comparable terminology, are forward-looking statements based on current expectations about future events, which we have derived from information currently available to us. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied by such forward-looking statements. These risks and uncertainties include, in no particular order, whether we will be able to:

• absorb costs related to legal proceedings and governmental entity interactions and avoid related fines, limitations or conditions on our business activities, including, without limitation, by meeting or exceeding our commitments and agreements with various governmental entities;

• successfully commercialize our Portable People Meter^TM service;

• successfully manage the impact on our business of the current economic downturn generally, and in the advertising market, in particular, including, without limitation, the insolvency of any of our customers or the impact of such downturn on our customers’ ability to fulfill their payment obligations to us;

• successfully maintain and promote industry usage of our services, a critical mass of broadcaster encoding, and the proper understanding of our audience measurement services and methodology in light of governmental actions, including investigation, regulation, legislation or litigation, customer or industry group activism, or adverse community or public relations efforts;

• compete with companies that may have financial, marketing, sales, technical or other advantages over us;

• successfully design, recruit and maintain PPM panels that appropriately balance research quality, panel size and operational cost;

• successfully develop, implement and fund initiatives designed to increase sample quality;

• complete the Media Rating Council, Inc. (“MRC”) audits of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement business;

• renew contracts with key customers;

• successfully execute our business strategies, including entering into potential acquisition, joint-venture or other material third-party agreements;

• effectively manage the impact, if any, of any further ownership shifts in the radio and advertising agency industries;

• effectively respond to rapidly changing technological needs of our customer base, including creating new proprietary software systems, such as software systems to support our cell-phone-only sampling plans, and new customer services that meet these needs in a timely manner;

• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, consumer trends including a trend toward increasing incidence of cell-phone-only households, privacy concerns, technology changes, and/or government regulations;

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• successfully develop and implement technology solutions to encode and/or measure new forms of media content and delivery, and advertising in an increasingly competitive environment;

• successfully integrate our new management team;

• realize the anticipated savings from the Company’s workforce and expense reduction program; and

• provide appropriate levels of operational capacity and funding to support the more labor intensive identification and recruitment of cell-phone-only households into our panels and samples.

     There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the factors set forth in “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2008, the caption “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission (the “SEC”).

     In addition, any forward-looking statements represent our expectations only as of the day we filed this Quarterly Report with the SEC and should not be relied upon as representing our expectations as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our expectations change.

Overview

     We are a leading media and marketing information services firm primarily serving radio, cable television, advertising agencies, advertisers, retailers, out-of-home media, online media and, through our Scarborough Research joint venture with The Nielsen Company (“Nielsen”), broadcast television and print media. We currently provide four main services:

• measuring and estimating radio audiences in local markets in the United States;

• measuring and estimating radio audiences of network radio programs and commercials;

• providing software used for accessing and analyzing our media audience and marketing information data; and

• providing consumer, shopping, and media usage information services.

     Historically, our quantitative radio audience measurement business and related software have accounted for a substantial majority of our revenue. Our quantitative radio audience measurement business accounted for 82 percent and 80 percent of our revenue for the six-month periods ended June 30, 2009, and 2008, respectively. Our related software licensing accounted for eight percent and nine percent of our revenue for the six-month periods ended June 30, 2009, and 2008, respectively. We expect that for the year ending December 31, 2009, our quantitative radio audience measurement business and related software licensing will account for approximately 82 percent and eight percent, respectively, of our revenue, which is consistent with historic annual trends.

     Quarterly fluctuations in these percentages are reflective of the seasonal delivery schedule of our quantitative radio audience measurement business and our Scarborough revenues. For further information regarding seasonality trends, see “Seasonality.” While we expect that our quantitative radio audience measurement business and related software licensing will continue to account for the majority of our revenue for the foreseeable future, we are actively seeking opportunities to diversify our revenue base by, among other things, leveraging the investment we have made in our PPM technology and by exploring applications of the technology beyond our domestic radio audience measurement business.

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     We are in the process of executing our previously announced plan to commercialize progressively our PPM ratings service in the largest United States radio markets, which we currently anticipate will result in commercialization of the service in 49 local markets by December 2010 (the “PPM Markets”). We have entered into multi-year agreements with many of our largest customers, including agreements for PPM-based ratings as we commercialize the service in the PPM Markets. These agreements generally provide for a higher fee for PPM-based ratings than we charge for Diary-based ratings. As a result, we expect that the percentage of our revenues derived from our radio ratings and related software is likely to increase as we commercialize the PPM service.

     Nielsen’s signing of Cumulus Media Inc. (“Cumulus”) and Clear Channel Communications, Inc. (“Clear Channel”) as customers for its radio ratings service in certain small to mid-sized markets is anticipated to adversely impact our expected revenue by approximately $5.0 million in 2009, and $10.0 million per year thereafter. Due to the current economic downturn’s impact on anticipated sales of discretionary services, as well as the high penetration of our current services in the radio station business, we expect that our future annual organic rate of revenue growth from our quantitative Diary-based radio ratings services will be slower than historical trends.

Diary Trends and Initiatives

     Response rates are an important measure of our effectiveness in obtaining consent from persons to participate in our surveys. Another measure often used by clients to assess quality in our ratings is sample proportionality, which refers to how well the distribution of the sample for any individual survey matches the distribution of the population in the local market. It has become increasingly difficult and more costly for us to obtain consent from persons to participate in our surveys. We must achieve a level of both sample proportionality and response rates sufficient to maintain confidence in our ratings, the support of the industry and accreditation by the MRC. Overall response rates have declined over the past several years. We have worked to address this decline through several initiatives, including various survey incentive programs. If response rates continue to decline or the costs of recruitment initiatives significantly increase, our radio audience measurement business could be adversely affected. Response rates are one quality measure of survey performance among many and an important factor impacting costs associated with data collection. We believe that additional expenditures will be required in the future to research and test new measures associated with improving response rates and sample proportionality. As part of our continuous improvement program, we intend to continue to invest in Diary service quality enhancements in 2009.

     We use a measure known as Designated Delivery Index (“DDI”) to measure our performance in delivering sample targets based on how many persons in the sample represent a particular demographic. We define DDI as the actual sample size achieved for a given demographic indexed against the target sample size for that demographic (multiplied by 100). On April 30, 2009, we announced a sample quality benchmark for persons aged 18-34 in all Diary markets beginning with the Spring 2009 survey. For the first twelve months, the benchmark will be a DDI of 70. Thereafter, the DDI benchmark will be 80. Benchmarks do not represent goals or targets for performance, rather these benchmarks represent the level of sample performance for a given demographic group below which we intend to take corrective action to improve the sample performance.

     In December 2008, we announced plans to accelerate the introduction of sampling cell-phone-only households in Diary markets in an effort to improve sample proportionality. With the Spring 2009 survey, we added cell-phone-only households to the Diary sample in 151 Diary markets using a hybrid methodology of address-based recruitment for cell-phone-only households, while using random digit dialing (“RDD”) recruitment for households with landline phone service. Beginning with the Fall 2009 survey, we intend to expand cell-phone-only sampling to all Diary markets in the continental United States, Alaska and Hawaii.

     In an effort to better target our Diary keeper premium expenditures to key buying demographics of the users of our estimates, beginning with the Spring 2009 Diary survey, we reduced the premium we pay to households where all members are aged 55 or older and redirected those premiums to households containing persons aged 18-34.

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PPM Trends and Initiatives

     MRC Accreditation. In January 2007, the MRC accredited the average-quarter-hour, time—period radio ratings data produced by our PPM ratings service in the Houston-Galveston local market. In January 2009, the MRC accredited the average-quarter-hour, time-period radio ratings data produced by our PPM ratings service in the Riverside—San Bernardino local market.

     Based on initial audits completed during 2007, and our replies to the MRC’s follow-up queries, the MRC denied accreditation of the PPM ratings services in Philadelphia, New York, Nassau — Suffolk (Long Island), and Middlesex — Somerset — Union in January 2008. During 2008, the MRC reaudited the PPM ratings service in those markets. The results of those reaudits, together with additional information provided by Arbitron, were shared with the MRC PPM audit subcommittee in late 2008. As of the date of this Form 10-Q, the denial status remains in place, and the PPM services in the Philadelphia, New York, Nassau — Suffolk (Long Island), and Middlesex — Somerset — Union local markets remain unaccredited. Among other things, the MRC identified response rates, compliance rates, and differential compliance rates as concerns it had with the PPM service in these local markets.

     The MRC has audited the local market PPM methodology and execution in all other PPM Markets where we have commercialized the service, including Los Angeles, Chicago, San Francisco, San Jose, Atlanta, Dallas-Ft. Worth, Detroit, Washington D.C., Boston, Miami-Ft. Lauderdale-Hollywood, Seattle-Tacoma, Phoenix, Minneapolis-St. Paul and San Diego. With these audits currently under evaluation, the MRC has neither granted nor denied accreditation for these markets.

     Commercialization. We may continue to update the timing of commercialization and the composition of the PPM Markets from time to time. We currently utilize our PPM radio ratings service to produce audience estimates in 20 United States local radio markets. We commercialized our PPM ratings service in Boston with the release of the March data in April 2009, and most recently, we commercialized the service in Miami-Ft. Lauderdale-Hollywood, Seattle-Tacoma, Phoenix, Minneapolis-St. Paul, and San Diego with the release of the June data in July 2009. We currently intend to commercialize the PPM service in another 13 local markets during the second half of 2009.

     Quality Improvement Initiatives. As we have commercialized the PPM service in the PPM Markets, we have experienced and expect to continue to experience challenges in the operation of the PPM service similar to those we face in the Diary-based service, including several of the challenges related to sample proportionality and response rates mentioned above. We expect to continue to implement additional measures to address these challenges. In connection with our interactions with several governmental entities, we have announced a series of commitments concerning our PPM radio ratings services that we have agreed to implement over the next several years. We believe these commitments, which we refer to as our “continuous improvement” initiatives, are consistent with our ongoing efforts to obtain and maintain MRC accreditation and to improve our radio ratings services. These initiatives will likely require expenditures that may be material in the aggregate.

     On April 30, 2009, we announced a plan to increase our sample target for cell-phone-only households in all PPM Markets to 15 percent of total households by the end of 2009. We use a RDD approach to recruit cell-phone-only households to our PPM panels and this requires us to hand-dial each number. However, we expect to implement a hybrid method of using an address-based sample frame for cell-phone-only households together with an RDD sample frame to recruit landline households during 2009. Under this new methodology, we will be able to use auto-dialers to contact cell-phone-only households for recruitment into our panels.

     We confirmed in March 2009 that we continue to implement key methodological enhancements in our PPM service, which include, but are not limited to:

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• use of address-based sampling techniques for at least 10 percent of our total recruitment efforts by late 2009 and for at least 15 percent of our total recruitment efforts by the end of December 2010 in all PPM Markets;

• application of an average-daily in-tab (our actual percentage of the installed panel that provides useable data) benchmark of 75 percent to all PPM Markets; and

• continued focus on improving the Sample Performance Indicator and other sample quality metrics in all PPM Markets.

     We continue to operate in a highly challenging business environment. Our future performance will be impacted by our ability to address a variety of challenges and opportunities in the markets and industries we serve, including our ability to continue to maintain and improve the quality of our PPM service, and manage increased costs for data collection, arising among other ways, from increased numbers of cell-phone-only households, which are more expensive to recruit than households with landline phones. Our goal is to obtain and maintain MRC accreditation in all of our PPM Markets, and develop and implement effective and efficient technological solutions to measure multimedia and advertising.

     While there is the possibility that the pace of commercialization of the PPM ratings service could be slowed further, we believe that the PPM ratings service is both a viable replacement for our Diary-based ratings service and a significant enhancement to our audience estimates in major radio markets, and it is an important component of our anticipated future growth. If the pace of the commercialization of our PPM ratings service is slowed further, revenue increases that we expect to receive related to the service would also be delayed.

     Commercialization of our PPM radio ratings service has and will continue to require a substantial financial investment. As we have anticipated, our efforts to support the commercialization of our PPM ratings service have had a material negative impact on our results of operations. The amount of capital required for deployment of our PPM ratings service and the impact on our results of operations will be greatly affected by the speed of the commercialization. We anticipate that PPM costs and expenses will accelerate six to nine months in advance of the commercialization of each PPM Market as we build the panels. These costs are incremental to the costs associated with our Diary-based ratings service. Our cell-phone-only household recruitment initiatives in both the Diary and PPM services will also increase our cost of revenue. Growth in revenue and earnings per share remain our most important financial goals. Protecting and supporting our existing customer base, and ensuring our services are competitive from a price, quality and service perspective are critical components to these overall goals, although there can be no guarantee that we will be successful in our efforts.

Television Suite of Audience Measurement Services

     On June 23, 2009, we announced the creation of ARB-TV, a new suite of audience measurement services designed to improve visibility into away-from-home television audiences for media companies and advertisers. By leveraging the mobility and utility of our PPM technologies, we believe the ARB-TV analytical tool can complement existing data services, offers media greater insight into what constitutes their total audience, and help advertisers plan how to reach that audience. The ARB-TV service is not part of a regular syndicated rating service accredited by the MRC, and we have not requested accreditation. Arbitron does provide one or more syndicated services that are accredited by the MRC.

General Economic Conditions

     Our clients derive most of their revenue from transactions involving the sale or purchase of advertising. During the challenging economic times we are presently experiencing, advertisers have reduced advertising expenditures, impacting advertising agencies and media companies. This, as well as the general economic downturn and credit conditions, has had a material impact on our customers, which has had a material and negative effect on our sales and renewal activity.

27

     During 2009, we have experienced an increase in the average number of days our sales have been outstanding before we have received payment, which has resulted in a material increase in trade accounts receivable. If the economic downturn expands or is sustained for an extended period, it also may lead to increased incidence of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, a further increase in collection cycles for accounts receivable or insolvency of our customers.

     We depend on a limited number of key customers for our radio ratings services and related software. For example, in 2008, Clear Channel represented 18 percent of our total revenue. Because many of our largest customers own and operate radio stations in markets that we expect to transition to PPM measurement, we expect that our dependence on our largest customers will continue for the foreseeable future. Additionally, if one or more key customers owning radio stations in a number of markets do not renew all or part of their contracts, we could experience a significant decrease in our operating results.

Restructuring, Reorganization and Expense Reduction Plan

     During the first quarter of 2009, we implemented a restructuring, reorganization, and expense reduction plan in an effort to offset the impact of the recession on the Company. Part of the reorganization included reducing our workforce by approximately 10 percent of our full-time employees. During the six months ended June 30, 2009, we incurred $8.4 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support and certain relocation cost obligations that were incurred as part of the reorganization of our management structure.

     Although we recognized a substantial majority of the related expense during the first half of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. In accordance with our retirement plan provisions, retirement plan participants may elect, at their option, to receive their retirement benefits either in a lump sum payment or an annuity. According to SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, if the lump sum distributions paid during the plan year exceed the total of the service cost and interest cost for the plan year, any unrecognized loss or gain in the plan should be recognized for the pro rata portion equal to the percentage reduction of the projected benefit obligation. Subsequent to the June 30, 2009 financial statement report date, the aggregate of lump sum distribution elections by a number of pension plan participants, who were part of the restructuring, resulted in the recognition of a pro rata settlement loss related to two of the Company’s retirement plans during the third quarter 2009. As a result of this settlement charge, we estimate that the total restructuring charge for the full year ending December 31, 2009, including the non-cash estimated loss for the pro rata settlement, will be approximately $11.0 million, as compared to our previous estimate of approximately $9.0 million.

     We expect that the net savings resulting from our restructuring, reorganization and expense reduction plan will reduce our projected 2010 operating expenses by $10.0 million.

Lawsuits and Governmental Interactions

     During the six months ended June 30, 2009, we incurred approximately $1.6 million in legal costs and expenses in connection with two securities-law civil actions and a governmental interaction that commenced during 2008, relating primarily to the commercialization of our PPM service. We believe approximately $1.3 million is probable for recovery under our Directors and Officers insurance policy. We are also involved in other legal matters for which we do not expect that the legal costs and expenses will be recoverable through insurance. We can provide no assurance that we will not incur significant net legal costs and expenses during the remainder of 2009.

28

TRA Investment

     On May 7, 2009, we announced our $3.4 million investment in TRA, a media and marketing research firm.

Customer Contracts

Clear Channel Agreement Executed in May 2009

     On May 5, 2009, we announced that we had entered into new three-year agreements with Clear Channel, and certain other subsidiaries of CC Media Holdings, Inc., to provide diary-based radio ratings and other related services for Clear Channel’s radio stations in the 105 United States local markets set forth in the Current Report on Form 8-K we filed with the SEC on May 5, 2009. We entered into the agreements on May 4, 2009, with an effective term beginning on January 1, 2009, and expiring on December 31, 2011.

     Under the terms and conditions of the new agreements, we will provide our diary-based Radio Market Reports, Maximi$er, TAPSCAN, Scarborough consumer data and Arbitron qualitative data, and related services and software to Clear Channel.

     The aggregate amount of all payments to be made by Clear Channel for the Radio Market Report and other related services during the term of the agreements (assuming the agreements are not terminated prior to the expiration of the stated term) currently is expected to be approximately $69.0 million, based on the radio stations currently owned by Clear Channel.

     The new agreements do not amend or otherwise affect the Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates by and between the Company and Clear Channel Broadcasting, Inc., dated June 26, 2007, which was disclosed in a Current Report on Form 8-K filed with the SEC on June 29, 2007 and filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 20, 2007, and related agreements.

Univision Communications, Inc. (“Univision”)

     On March 30, 2009, we received a notice from Univision that it did not intend to renew its contract for PPM ratings in Chicago, Los Angeles, New York, San Francisco and San Jose on June 30, 2009 and Dallas-Ft. Worth on September 30, 2009. Univision also informed us that it does not intend to subscribe or encode its broadcast signals in Miami-Ft. Lauderdale-Hollywood, San Diego and Phoenix.

Critical Accounting Policies and Estimates

     Critical accounting policies and estimates are those that are both important to the presentation of our financial position or results of operations, and require our most difficult, complex or subjective judgments.

     We capitalize software development costs with respect to significant internal use software initiatives or enhancements in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. The costs are capitalized from the time that the preliminary project stage is completed and management considers it probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are amortized over periods of three to five years. We perform an assessment quarterly to determine if it is probable that all capitalized software will be used to perform its intended function. If an impairment exists, the software cost is written down to estimated fair value. As of June 30, 2009, and December 31, 2008, our capitalized software developed for internal use had carrying amounts of $24.2 million and $22.6 million, respectively, including $13.9 million and $13.3 million, respectively, of software related to the PPM service.

29

     We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax assets and liabilities for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make assumptions, judgments and estimates to determine the current provision for income taxes and also deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, interpretation of current tax laws and possible outcomes of current and future audits conducted by domestic and foreign tax authorities. Changes in tax law or interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in the consolidated financial statements. Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account forecasts of the amount and nature of future taxable income. Actual operating results and the underlying amount and nature of income in future years could render current assumptions, judgments and estimates of recoverable net deferred tax assets inaccurate. We believe it is more likely than not that we will realize the benefits of these deferred tax assets. Any of the assumptions, judgments and estimates mentioned above could cause actual income tax obligations to differ from estimates, thus impacting our financial position and results of operations.

     In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48”), an interpretation of FASB Statement No. 109, Accounting for Income Taxes, we include, in our tax calculation methodology, an assessment of the uncertainty in income taxes by establishing recognition thresholds for our tax positions. Inherent in our calculation are critical judgments by management related to the determination of the basis for our tax positions. FIN No. 48 provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. For further information, see Note 11 in the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

     During 2008, we became involved in two securities-law civil actions and a governmental interaction primarily related to the commercialization of our PPM service. During 2008 and the six months ended June 30, 2009, we incurred $7.8 million in legal fees and expenses in connection with these matters. As of June 30, 2009, $2.0 million in insurance proceeds related to these legal actions was collected and we estimate that $4.1 million of such legal fees and expenses are probable for future recovery under our Directors and Officers insurance policy. This amount is included in our prepaids and other current assets as of June 30, 2009.

     We also recorded a $1.0 million insurance claims receivable related to business interruption losses and damages incurred as a result of Hurricane Ike as of December 31, 2008. As of June 30, 2009, the Company estimates that $1.0 million of the $2.3 million loss incurred during 2008 and the first half of 2009 for Hurricane Ike are probable for recovery through insurance.

30

Results of Operations

Comparison of the Three Months Ended June 30, 2009 to the Three Months Ended June 30, 2008

     The following table sets forth information with respect to our consolidated statements of income:

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Three Months Ended					Increase						Percentage of
	June 30,					(Decrease)						Revenue
	2009		2008			Dollars			Percent			2009			2008
Revenue	$	86,799	$	78,655		$	8,144			10.4	%		100.0	%		100.0	%
Costs and expenses
Cost of revenue		55,762		52,585			3,177			6.0	%		64.2	%		66.9	%
Selling, general and administrative		19,351		19,977			(626	)		(3.1	%)		22.3	%		25.4	%
Research and development		10,584		9,864			720			7.3	%		12.2	%		12.5	%
Restructuring and reorganization		185		—			185		NM				0.2	%		0.0	%
Total costs and expenses		85,882		82,426			3,456			4.2	%		98.9	%		104.8	%
Operating income (loss)		917		(3,771	)		4,688		NM				1.1	%		(4.8	%)
Equity in net income of affiliate(s)		5,581		5,166			415			8.0	%		6.4	%		6.6	%
Income from continuing operations
before interest and tax expense		6,498		1,395			5,103			365.8	%		7.5	%		1.8	%
Interest income		14		271			(257	)		(94.8	%)		0.0	%		0.3	%
Interest expense		365		682			(317	)		(46.5	%)		0.4	%		0.9	%
Income from continuing operations before income
tax expense		6,147		984			5,163			524.7	%		7.1	%		1.3	%
Income tax expense		2,651		359			2,292			638.4	%		3.1	%		0.5	%
Income from continuing operations		3,496		625			2,871			459.4	%		4.0	%		0.8	%
Discontinued operations
Loss from discontinued operations, net of taxes		—		—			—		NM				0.0	%		0.0	%
Loss on sale, net of taxes		—		(25	)		25		NM				0.0	%		(0.0	%)
Total loss from discontinued operations, net of taxes		—		(25	)		25		NM				0.0	%		(0.0	%)
Net income	$	3,496	$	600		$	2,896			482.7	%		4.0	%		0.8	%
Income per weighted average common share
Basic
Continuing operations	$	0.13	$	0.02		$	0.11			550.0	%
Discontinued operations		—		—			—			—
Net income per share, basic	$	0.13	$	0.02		$	0.11			550.0	%
Diluted
Continuing operations	$	0.13	$	0.02		$	0.11			550.0	%
Discontinued operations		—		—			—			—
Net income per share, diluted	$	0.13	$	0.02		$	0.11			550.0	%
Cash dividends declared per common share	$	0.10	$	0.10		$	—			—

Certain per share data and percentage amounts may not total due to rounding.

NM  —     not meaningful

31

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Increase
	June 30,						(Decrease)
	2009			2008			Dollars			Percent
Other data:
EBIT (1)	$	6,498		$	1,395		$	5,103			365.8	%
EBITDA (1)	$	12,156		$	5,574		$	6,582			118.1	%
EBIT and EBITDA Reconciliation (1)
Income from continuing operations	$	3,496		$	625		$	2,871			459.4	%
Income tax expense		2,651			359			2,292			638.4	%
Interest (income)		(14	)		(271	)		257			(94.8	%)
Interest expense		365			682			(317	)		(46.5	%)
EBIT (1)		6,498			1,395			5,103			365.8	%
Depreciation and amortization		5,658			4,179			1,479			35.4	%
EBITDA (1)	$	12,156		$	5,574		$	6,582			118.1	%

(1) EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization) are non-GAAP financial measures that we believe are useful to investors in evaluating our results. For further discussion of these non-GAAP financial measures, see paragraph below entitled “EBIT and EBITDA” of this quarterly report.

     Revenue. Revenue increased 10.4% for the three months ended June 30, 2009, as compared to the same period in 2008, due primarily to a $22.6 million increase in our PPM ratings revenue, which was substantially offset by a $14.7 million decrease in our Diary-ratings revenue. This net increase of approximately $7.9 million in our ratings revenue was substantially due to the commercialization of 12 PPM Markets during the latter half of 2008, as well as six PPM Markets during the first half of 2009, including Boston, Miami-Ft. Lauderdale-Hollywood, Seattle-Tacoma, Phoenix, Minneapolis-St. Paul, and San Diego. Our PPM agreements provide for a higher fee for PPM-based ratings than we charge for Diary-based ratings. In addition, as five of the six markets were commercialized during the quarter ended June 30, 2009, revenue increased as a result of the recognition of pre-currency revenue, which is incremental to the Diary service revenue earned for two of the three months ended June 30, 2009, for those markets. See “—Seasonality” for more information on pre-currency revenue. PPM International sales increased by $1.1 million for the three months ended June 30, 2009, as compared to the same period in 2008. The growth rate of our ratings revenue was diminished due to decreased demand for discretionary services, such as software and qualitative data services, in the current challenging economic environment.

     Cost of Revenue. Cost of revenue increased by 6.0% for the three months ended June 30, 2009, as compared to the same period in 2008. Cost of revenue increased by $4.9 million due to increased management and recruitment costs incurred to manage PPM panels for 12 PPM Markets commercialized in the latter half of 2008, costs incurred to build the panels for the 19 PPM Markets in total that we have commercialized or intend to commercialize during 2009, and increased cell-phone-only household recruitment in the PPM Markets. We expect that our cost of revenue will continue to increase as a result of our efforts to support the continued commercialization of our PPM service through 2010. These increases were partially offset by a $0.7 million decrease associated with Scarborough royalties and a net decrease of $0.5 million associated with Diary data collection and processing costs due to reduced Diary expenses of $2.6 million resulting from the transition from our Diary service to the PPM service, which were partially offset by $2.1 million spent on cell-phone-only household recruitment initiatives for our Diary markets during 2009.

32

     Net Income. Net income increased 482.7% for the three months ended June 30, 2009, as compared to the same period in 2008, due primarily to the commercialization of our PPM service in 18 additional PPM Markets for the quarter ended June 30, 2009, as compared to the same period in 2008. Net income was adversely impacted by our continuing efforts to further build and operate our PPM service panels for markets launched in the latter half of 2008, as well as the markets scheduled to launch in 2009. Such efforts include cell-phone-only household recruitment initiatives, the cost of which we expect will continue to increase during the remainder of 2009.

     EBIT and EBITDA. We believe that presenting EBIT and EBITDA, both non-GAAP financial measures, as supplemental information helps investors, analysts and others, if they so choose, in understanding and evaluating our operating performance in some of the same ways that we do because EBIT and EBITDA exclude certain items that are not directly related to our core operating performance. We reference these non-GAAP financial measures in assessing current performance and making decisions about internal budgets, resource allocation and financial goals. EBIT is calculated by deducting interest income from income from continuing operations and adding back interest expense and income tax expense to income from continuing operations. EBITDA is calculated by deducting interest income from income from continuing operations and adding back interest expense, income tax expense, and depreciation and amortization to income from continuing operations. EBIT and EBITDA should not be considered substitutes either for income from continuing operations, as indicators of our operating performance, or for cash flow, as measures of our liquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. EBIT increased by 365.8% for the three months ended June 30, 2009, as compared to the same period in 2008, due primarily to the commercialization of our PPM service in 18 additional PPM Markets for the quarter ended June 30, 2009 as compared to the same period in 2008. EBITDA increased by only 118.1% because this non-GAAP financial measure excludes depreciation and amortization, which for the three months ended June 30, 2009, increased by 35.4%, as compared to the three months ended June 30, 2008.

33

Comparison of the Six Months Ended June 30, 2009 to the Six Months Ended June 30, 2008

     The following table sets forth information with respect to our consolidated statements of income:

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Six Months Ended					Increase						Percentage of
	June 30,					(Decrease)						Revenue
	2009		2008			Dollars			Percent			2009			2008
Revenue	$	185,288	$	172,720		$	12,568			7.3	%		100.0	%		100.0	%
Costs and expenses
Cost of revenue		95,291		87,695			7,596			8.7	%		51.4	%		50.8	%
Selling, general and administrative		37,775		38,529			(754	)		(2.0	%)		20.4	%		22.3	%
Research and development		19,890		19,528			362			1.9	%		10.7	%		11.3	%
Restructuring and reorganization		8,356		—			8,356		NM				4.5	%		0.0	%
Total costs and expenses		161,312		145,752			15,560			10.7	%		87.1	%		84.4	%
Operating income		23,976		26,968			(2,992	)		(11.1	%)		12.9	%		15.6	%
Equity in net income of affiliate(s)		2,581		1,221			1,360			111.4	%		1.4	%		0.7	%
Income from continuing operations before interest and tax expense		26,557		28,189			(1,632	)		(5.8	%)		14.3	%		16.3	%
Interest income		33		455			(422	)		(92.7	%)		0.0	%		0.3	%
Interest expense		698		880			(182	)		(20.7	%)		0.4	%		0.5	%
Income from continuing operations before income tax expense		25,892		27,764			(1,872	)		(6.7	%)		14.0	%		16.1	%
Income tax expense		10,055		10,827			(772	)		(7.1	%)		5.4	%		6.3	%
Income from continuing operations		15,837		16,937			(1,100	)		(6.5	%)		8.5	%		9.8	%
Discontinued operations
Loss from discontinued operations, net of taxes		—		(495	)		495		NM				0.0	%		(0.3	%)
Gain on sale, net of taxes		—		425			(425	)	NM				0.0	%		0.2	%
Total loss from discontinued operations, net of taxes		—		(70	)		70		NM				0.0	%		(0.0	%)
Net income	$	15,837	$	16,867		$	(1,030	)		(6.1	%)		8.5	%		9.8	%
Income per weighted average common share
Basic
Continuing operations	$	0.60	$	0.61		$	(0.01	)		(1.6	%)
Discontinued operations		—		—			—			—
Net income per share, basic	$	0.60	$	0.61		$	(0.01	)		(1.6	%)
Diluted
Continuing operations	$	0.60	$	0.61		$	(0.01	)		(1.6	%)
Discontinued operations		—		—			—			—
Net income per share, diluted	$	0.60	$	0.61		$	(0.01	)		(1.6	%)
Cash dividends declared per common share	$	0.20	$	0.20		$	—			—

Certain per share data and percentage amounts may not total due to rounding.

NM  —     not meaningful

34

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Six Months Ended						Increase
	June 30,						(Decrease)
	2009			2008			Dollars			Percent
Other data:
EBIT (1)	$	26,557		$	28,189		$	(1,632	)		(5.8	%)
EBITDA (1)	$	37,438		$	36,290		$	1,148			3.2	%
EBIT and EBITDA Reconciliation (1)
Income from continuing operations	$	15,837		$	16,937		$	(1,100	)		(6.5	%)
Income tax expense		10,055			10,827			(772	)		(7.1	%)
Interest (income)		(33	)		(455	)		422			(92.7	%)
Interest expense		698			880			(182	)		(20.7	%)
EBIT (1)		26,557			28,189			(1,632	)		(5.8	%)
Depreciation and amortization		10,881			8,101			2,780			34.3	%
EBITDA (1)	$	37,438		$	36,290		$	1,148			3.2	%

(1) EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization) are non-GAAP financial measures that we believe are useful to investors in evaluating our results. For further discussion of these non-GAAP financial measures, see paragraph below entitled “EBIT and EBITDA” of this quarterly report.

     Revenue. Revenue increased 7.3% for the six months ended June 30, 2009, as compared to the same period in 2008, due primarily to a $40.5 million increase in our PPM ratings revenue, which was substantially offset by a $29.7 million decrease in our Diary-ratings revenue. This net increase of approximately $10.9 million in our ratings revenue was substantially due to the commercialization of 12 PPM Markets during the latter half of 2008, as well as six PPM Markets during the first half of 2009, including Boston, Miami-Ft. Lauderdale-Hollywood, Seattle-Tacoma, Phoenix, Minneapolis-St. Paul, and San Diego. Our PPM agreements provide for a higher fee for PPM-based ratings than we charge for Diary-based ratings. In addition, as six markets were commercialized during the six months ended June 30, 2009, revenue increased as a result of the recognition of precurrency revenue, which is incremental to the Diary service revenue earned for two of the six months ended June 30, 2009, for those markets. See “—Seasonality” for more information on pre-currency revenue. PPM International sales increased by $2.4 million for the six months ended June 30, 2009, as compared to the same period in 2008. The growth rate of our ratings revenue was diminished due to decreased demand for discretionary services, such as software and qualitative data services, in the currently challenging economic environment.

     Cost of Revenue. Cost of revenue increased by 8.7% for the six months ended June 30, 2009, as compared to the same period in 2008. Cost of revenue increased by $8.6 million due to increased management and recruitment costs incurred to manage PPM panels for the 12 markets commercialized in the latter half of 2008, costs incurred to build the panels for the 19 markets in total that we have commercialized or intend to commercialize during 2009 and increased cell-phone-only household recruitment in the PPM Markets. We expect that our cost of revenue will continue to increase as a result of our efforts to support the continued commercialization of our PPM service through 2010. Cost of revenue also increased by $0.9 million due to higher PPM International equipment sales. These increases were partially offset by a $0.7 million decrease associated with Scarborough royalties and a decrease of $0.8 million associated primarily with decreased Diary data collection and processing costs of $3.8 million resulting from the transition from our Diary service to the PPM service, which were partially offset by $3.4 million spent on cell-phone-only household recruitment initiatives for our Diary markets during 2009.

     Restructuring and Reorganization. During the first quarter of 2009, we implemented a restructuring, reorganization, and expense reduction plan for the Company. Part of the reorganization included reducing our

35

workforce by approximately 10 percent of our full-time employees. We have incurred $8.4 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support, and certain relocation cost obligations that were incurred as part of the reorganization of our management structure.

     Although we recognized a substantial majority of the related expense during the first half of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. In accordance with our defined benefit retirement plan provisions, retirement plan participants may elect, at their option, to receive their retirement benefits either in a lump sum payment or an annuity. According to SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, if the lump sum distributions paid during the plan year exceed the total of the service cost and interest cost for the plan year, any unrecognized loss or gain in the plan should be recognized for the pro rata portion equal to the percentage reduction of the projected benefit obligation. Subsequent to the June 30, 2009 financial statement report date, the aggregate of lump sum distribution elections by a number of pension plan participants, who were part of the restructuring, resulted in the recognition of a pro rata settlement loss related to two of the Company’s retirement plans during the third quarter 2009. As a result of this settlement charge, we estimate that the total restructuring charge for the full year ending December 31, 2009, including the non-cash estimated loss for the pro rata settlement, will be approximately $11.0 million, as compared to our previous estimate of approximately $9.0 million.

     Equity in Net Income of Affiliates. Equity in net income of affiliates increased by 111.4% for the six months ended June 30, 2009, as compared to the same period in 2008, due primarily to the termination of the Project Apollo affiliate in June 2008. Our share of the Project Apollo affiliate loss was $1.9 million for the six months ended June 30, 2008, as compared to no loss incurred for 2009. Our share of the Scarborough affiliate income decreased by $0.5 million for the six months ended June 30, 2009, as compared to the same period in 2008.

     Income Tax Expense. The effective tax rate from continuing operations decreased to 38.8% for the six months ended June 30, 2009, from 39.0% for the six months ended June 30, 2008.

     Net Income. Net income decreased 6.1% for the six months ended June 30, 2009, as compared to the same period in 2008, due primarily to severance and other termination benefits incurred during the first half of 2009. The annual savings in 2009 derived from the restructuring, which began in February 2009, are expected to largely offset the severance and other costs of the reorganization. We also expect to reduce our projected 2010 expense run rate by $10.0 million. Net income was also impacted by our continuing efforts to further build and operate our PPM service panels for markets launched in the latter half of 2008, as well as the markets scheduled to launch in 2009. Such efforts include cell-phone-only household recruitment initiatives, the cost of which we expect will continue to increase during the remainder of 2009. We expect that the year-over-year net income reduction trend that was noted for 2008, as well as the previous two years, will reverse in 2009 as a result of the continued commercialization of our PPM service.

     EBIT and EBITDA. We believe that presenting EBIT and EBITDA, both non-GAAP financial measures, as supplemental information helps investors, analysts and others, if they so choose, in understanding and evaluating our operating performance in some of the same ways that we do because EBIT and EBITDA exclude certain items that are not directly related to our core operating performance. We reference these non-GAAP financial measures in assessing current performance and making decisions about internal budgets, resource allocation and financial goals. EBIT is calculated by deducting interest income from income from continuing operations and adding back interest expense and income tax expense to income from continuing operations. EBITDA is calculated by deducting interest income from income from continuing operations and adding back interest expense, income tax expense, and depreciation and amortization to income from continuing operations. EBIT and EBITDA should not be considered substitutes either for income from continuing operations, as indicators of our operating performance, or for cash flow, as measures of our liquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. EBIT decreased by 5.8% for the six months ended June 30, 2009, as compared to the same period in 2008, due primarily to severance and other transition costs incurred as part of our restructuring, as well as our continuing efforts and expenditures to further build our PPM service panels, including cell-phone-only household recruitment. These decreases in EBIT were partially offset by higher affiliate share income incurred due to our termination of the Project Apollo affiliate in June 2008. In contrast to the decline in EBIT, EBITDA increased by 3.2% because this non-GAAP financial measure excludes depreciation and amortization, which for the six months ended June 30, 2009, increased by 34.3%, as compared to the six months ended June 30, 2008.

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Liquidity and Capital Resources

     Working capital, which is the amount by which our current assets exceed (are less than) our current liabilities, was $2.2 million and ($28.6) million as of June 30, 2009, and December 31, 2008, respectively. Excluding the deferred revenue liability, which does not require a significant additional cash outlay, working capital was $58.8 million and $28.7 million as of June 30, 2009, and December 31, 2008, respectively. Cash and cash equivalents were $12.7 million and $8.7 million as of June 30, 2009, and December 31, 2008, respectively. We expect that our cash position as of June 30, 2009, cash flow generated from operations, and our available revolving credit facility (“Credit Facility”) will be sufficient to support our operations for the next 12 to 24 months and to provide for the $3.0 million of restructuring and reorganization charges that we anticipate spending during the remainder of 2009.

     Net cash provided by operating activities was $10.1 million and $31.4 million for the six months ended June 30, 2009, and 2008, respectively. This $21.3 million decrease in net cash provided by operating activities relates substantially to a $17.6 million change associated with increased accounts receivable balances for the first half of 2009 as compared to the decrease noted for the first half of 2008. The increased accounts receivable in 2009 resulted from higher PPM service billings recorded in conjunction with the 13 PPM Markets commercialized during the last half of 2008 and the first quarter of 2009. In addition, in the midst of a recessionary economy, certain customers are managing the availability of their cash resources, which has lengthened our collection cycle and increased our accounts receivable balance as of June 30, 2009. Due to execution of the agreement with Clear Channel on May 4, 2009, we billed Clear Channel approximately $9.0 million, reflecting license fees starting from the January 1, 2009, effective date of the agreement, which was included in our accounts receivable as of June 30, 2009 and was subsequently collected in July 2009.

     Net cash used in investing activities was $20.2 million and $12.3 million for the six months ended June 30, 2009, and 2008, respectively. This $7.8 million increase in cash used in investing activities was primarily due to a $3.3 million increase in capital spending related to our PPM service and internally developed software for our Diary service, a $2.3 million increase in equity and other investments related to our $3.4 million investment in TRA in 2009, as compared to our $1.1 million investment in Project Apollo during 2008, and a $2.1 million net cash inflow for 2008 related to our discontinued operation (i.e., Continental). See Note 2 in the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for further information regarding the sale of Continental.

     Net cash provided by financing activities was $14.0 million for the six months ended June 30, 2009, as compared to net cash used in financing activities of ($19.5) million for the six months ended June 30, 2008. This $33.5 million increase in net cash from financing activities was due primarily to no stock repurchase activity during the six months ended June 30, 2009, as compared to $59.7 million of cash used to repurchase our common stock during the six months ended June 30, 2008. In addition, net borrowings under our Credit Facility decreased by $18.0 million and proceeds from stock option exercises and employee stock purchase plans were reduced by $6.4 million resulting primarily from lower average stock prices experienced during the first half of 2009, as compared to the same period of 2008.

     On December 20, 2006, we entered into an agreement with a consortium of lenders to provide up to $150.0 million of financing to us through a five-year, unsecured revolving credit facility. The agreement contains an expansion feature for us to increase the total financing available under the Credit Facility to $200.0 million with such increased financing to be provided by one or more existing Credit Facility lending institutions, subject to the approval of the lending banks, and/or in combination with one or more new lending institutions, subject to the approval of the Credit Facility’s administrative agent. Interest on borrowings under the Credit Facility is calculated based on a floating rate for a duration of up to six months as selected by us.

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     Our Credit Facility contains financial terms, covenants and operating restrictions that potentially restrict our financial flexibility. Under the terms of the Credit Facility, we are required to maintain certain leverage and coverage ratios and meet other financial conditions. The Credit Facility potentially limits, among other things, our ability to sell assets, incur additional indebtedness, and grant or incur liens on our assets. Under the terms of the Credit Facility, all of our material domestic subsidiaries, if any, guarantee the commitment. Currently, we do not have any material domestic subsidiaries as defined under the terms of the Credit Facility. Although we do not believe that the terms of our Credit Facility limit the operation of our business in any material respect, the terms of the Credit Facility may restrict or prohibit our ability to raise additional debt capital when needed or could prevent us from investing in other growth initiatives. Our outstanding borrowings increased from $85.0 million at December 31, 2008, to $105.0 million at June 30, 2009. We have been in compliance with the terms of the Credit Facility since the agreement’s inception. As of August 1, 2009, we had $105.0 million in outstanding debt under the Credit Facility.

     On November 14, 2007, our Board of Directors authorized a program to repurchase up to $200.0 million in shares of our outstanding common stock through either periodic open-market or private transactions at then-prevailing market prices over a period of up to two years through November 14, 2009. No shares of our common stock have been repurchased under the program in the first six months of 2009. As of August 1, 2009, 2,247,400 shares of outstanding common stock had been repurchased under this program for $100.0 million.

     Commercialization of our PPM radio ratings service requires and will continue to require a substantial financial investment. The amount of capital required for further deployment of our PPM ratings service and the impact on our results of operations will be greatly affected by the speed of commercialization. In our experience, PPM costs and expenses accelerate six to nine months in advance of the commercialization of a PPM Market as we build the panels. These costs are incremental to the costs associated with our Diary-based ratings service and we expect this trend to continue. Cell-phone-only household recruitment initiatives in both the Diary and PPM services have and will continue to increase our cost of revenue.

Seasonality

     We recognize revenue for services over the terms of license agreements as services are delivered, and expenses are recognized as incurred. We currently gather radio-listening data in 300 U.S. local markets, including 280 Diary markets and 20 PPM Markets. All Diary markets are measured at least twice per year (April-May-June for the “Spring Survey” and October-November-December for the “Fall Survey”). In addition, we measure all major Diary markets two additional times per year (January-February-March for the “Winter Survey” and July-August-September for the “Summer Survey”). Our revenue is generally higher in the first and third quarters as a result of the delivery of the Fall Survey and Spring Survey, respectively, to all Diary markets compared to revenue in the second and fourth quarters, when delivery of the Winter Survey and Summer Survey, respectively, is made only to major Diary markets.

     The seasonality for PPM services will result in higher revenue in the fourth quarter because the PPM service delivers surveys 13 times a year with four surveys delivered in the fourth quarter. There will be fluctuations in the depth of the seasonality pattern during the periods of transition between the services in each PPM Market. The amount of deferred revenue recorded on our balance sheet is expected to decrease as we commercialize additional PPM Markets due to the more frequent recognition of revenue for our PPM service, which is delivered 13 times a year, as compared to the quarterly and semi-annual delivery for our Diary service.

     Pre-currency represents PPM data that is released to clients for planning purposes in advance of the period of commercialization of the service in a local market. Once the service is commercialized, the data then becomes currency and the client may use it to buy and sell advertising. Pre-currency revenue will be recognized in the two months preceding the PPM survey release month for commercialization. The PPM service in new markets is generally commercialized and declared currency at the beginning of a quarter for the preceding period

     Our expenses are generally higher in the second and fourth quarters as we conduct the Spring Survey and Fall Survey for our Diary markets. The transition from the Diary service to the PPM service in the PPM Markets has and will continue to have an impact on the seasonality of costs and expenses. We anticipate that PPM costs and

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expenses will accelerate six to nine months in advance of the commercialization of each market as we build the panels. These preliminary costs are incremental to the costs associated with our Diary-based ratings service and we will recognize these increased costs as incurred rather than upon the delivery of a particular survey.

     The size and seasonality of the PPM transition impact on a period to period comparison will be influenced by the timing, number, and size of individual markets contemplated in our PPM commercialization schedule, which currently includes a goal of commercializing 49 PPM Markets by the end of 2010. During the first half of 2009, we commercialized six PPM Markets, and we expect to commercialize 13 PPM Markets in the latter half of 2009.

     Scarborough historically has experienced losses during the first and third quarters of each year because revenue is predominantly recognized in the second and fourth quarters when the substantial majority of services are delivered. Scarborough royalty costs, which are recognized in costs of revenue, are also historically higher during the second and fourth quarters.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

     The Company holds its cash and cash equivalents in highly liquid securities.

Foreign Currency Exchange Rate Risk

     The Company’s foreign operations are not significant at this time and, therefore, its exposure to foreign currency risk is not material. If we expand our foreign operations, this exposure to foreign currency exchange rate changes could increase.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the most recently completed fiscal quarter. Based upon that evaluation, the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.

Changes in Internal Control Over Financial Reporting

     There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are involved, from time to time, in litigation and proceedings, including with governmental authorities, arising out of the ordinary course of business. Legal costs for services rendered in the course of these proceedings are charged to expense as they are incurred.

     On April 30, 2008, Plumbers and Pipefitters Local Union No. 630 Pension-Annuity Trust Fund filed a securities class action lawsuit in the United States District Court for the Southern District of New York on behalf of a purported Class of all purchasers of Arbitron common stock between July 19, 2007, and November 26, 2007. The plaintiff asserts that Arbitron, Stephen B. Morris (our former Chairman, President and Chief Executive Officer), and Sean R. Creamer (our Executive Vice President, Finance and Planning & Chief Financial Officer) violated federal securities laws. The plaintiff alleges misrepresentations and omissions relating, among other things, to the delay in commercialization of our PPM radio ratings service in November 2007, as well as stock sales during the period by company insiders who were not named as defendants and Messrs. Morris and Creamer. The plaintiff seeks class certification, compensatory damages plus interest and attorneys’ fees, among other remedies. On September 22, 2008 the plaintiff filed an Amended Class Action Complaint. On November 25, 2008, Arbitron, Mr. Morris, and Mr. Creamer each filed Motions to Dismiss the Amended Class Action Complaint. On January 23, 2009, the plaintiff filed a Memorandum of Law in Opposition to Defendants’ Motions to Dismiss the Amended Class Action Complaint. On February 23, 2009, Arbitron, Mr. Morris, and Mr. Creamer filed replies in support of their Motions to Dismiss.

     On or about June 13, 2008, a purported stockholder derivative lawsuit, Pace v. Morris, et al., was filed against Arbitron, as a nominal defendant, each of our directors, and certain of our executive officers in the Supreme Court of the State of New York for New York County. The derivative lawsuit is based on essentially the same substantive allegations as the securities class action lawsuit. The derivative lawsuit asserts claims against the defendants for misappropriation of information, breach of fiduciary duty, abuse of control, and unjust enrichment. The derivative plaintiff seeks equitable and/or injunctive relief, restitution and disgorgement of profits, plus attorneys’ fees and costs, among other remedies.

     The Company intends to defend itself and its interests vigorously against these allegations.

     On April 22, 2009, Arbitron Inc. filed suit in the United States District Court for the Southern District of New York against John Barrett Kiefl seeking a judgment that Arbitron is the sole owner and assignee of certain patents relating to Arbitron’s Portable People Meter technology. On July 22, 2009, Mr. Kiefl filed an answer and counterclaim and seeks a judgment that Arbitron is not the sole owner, Mr. Kiefl is an inventor and owner of one of the patents at issue, Arbitron breached certain non-disclosure agreements entered into with Mr. Kiefl and further relief as the court may deem just and proper.

     The Company intends to prosecute its interests vigorously.

New York

     On October 6, 2008, we commenced a civil action in the United States District Court for the Southern District of New York, seeking a declaratory judgment and injunctive relief against the New York Attorney General to prevent any attempt by the New York Attorney General to restrain our publication of our PPM listening estimates (the “New York Federal Action”). On October 27, 2008, the United States District Court issued an order dismissing this civil action and on October 31, 2008, we filed a notice of appeal of the District Court’s order to the United States Court of Appeals for the Second Circuit.

     On October 10, 2008, the State of New York commenced a civil action against the Company in the Supreme Court of New York for New York County alleging false advertising and deceptive business practices in

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violation of New York consumer protection and civil rights laws relating to the marketing and commercialization in New York of our PPM radio ratings service (the “New York State Action”). The lawsuit sought civil penalties and an order preventing us from continuing to publish our PPM listening estimates in New York.

     On January 7, 2009, we joined in a Stipulated Order on Consent (the “New York Settlement”) in connection with the New York State Action. The New York Settlement, when fully performed by the Company to the reasonable expectation of the New York Attorney General, will resolve all claims against the Company that were alleged by the New York Attorney General in the New York State Action. In connection with the New York Settlement, we also agreed to dismiss the New York Federal Action.

     In connection with the New York Settlement, we have agreed to achieve specified metrics concerning telephone number-based, address-based, and cell-phone-only sampling, and to take reasonable measures designed to achieve specified metrics concerning sample performance indicator and in-tab rates (the “Specified Metrics”) in our New York local market PPM radio ratings service by agreed dates. We also will make certain disclosures to users and potential users of our audience estimates, report to the New York Attorney General on our performance against the Specified Metrics, and make all reasonable efforts in good faith to obtain and retain accreditation by the MRC of our New York local market PPM ratings service. If, by October 15, 2009, we have not obtained accreditation from the MRC of our New York local market PPM radio ratings service and also have failed to achieve all of the Specified Metrics, the New York Attorney General reserves the right to rescind the New York Settlement and reinstitute litigation against us for the allegations made in the civil action.

     We have paid $200,000 to the New York Attorney General in settlement of the claims and $60,000 for investigative costs and expenses.

     On October 9, 2008, the Company and certain of our executive officers received subpoenas from the New York Attorney General regarding, among other things, the commercialization of the PPM radio ratings service in New York and purchases and sales of Arbitron securities by those executive officers. The New York Settlement does not affect these subpoenas.

New Jersey

     On October 10, 2008, we commenced a civil action in the United States District Court for the District of New Jersey, seeking a declaratory judgment and injunctive relief against the New Jersey Attorney General to prevent any attempt by the New Jersey Attorney General to restrain our publication of our PPM listening estimates (the “New Jersey Federal Action”).

     On October 10, 2008, the State of New Jersey commenced a civil action against us in the Superior Court of New Jersey for Middlesex County, alleging violations of New Jersey consumer fraud and civil rights laws relating to the marketing and commercialization in New Jersey of our PPM radio ratings service (the “New Jersey State Action”). The lawsuit sought civil penalties and an order preventing us from continuing to publish our PPM listening estimates in New Jersey.

     On January 7, 2009, we joined in a Final Consent Judgment (the “New Jersey Settlement”) in connection with the New Jersey State Action. The New Jersey Settlement, when fully performed by the Company to the reasonable expectation of the New Jersey Attorney General, will resolve all claims against the Company that were alleged by the New Jersey Attorney General in the New Jersey State Action. In connection with the New Jersey Settlement, we also agreed to dismiss the New Jersey Federal Action. As part of the New Jersey Settlement, the Company denied any liability or wrongdoing.

     In connection with the New Jersey Settlement, we have agreed to achieve, and in certain circumstances to take reasonable measures designed to achieve, Specified Metrics in our New York and Philadelphia local market PPM radio ratings services by agreed dates. We also will make certain disclosures to users and potential users of our audience estimates, report to the New Jersey Attorney General on our performance against the Specified Metrics, and make all reasonable efforts in good faith to obtain and retain accreditation by the MRC of our New York and Philadelphia local market PPM ratings services. If, by December 31, 2009, we have not obtained accreditation from

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the MRC of either our New York and Philadelphia local market PPM radio ratings service and also have failed to achieve all of the Specified Metrics, the New Jersey Attorney General reserves the right to rescind the New Jersey Settlement and reinstitute litigation against us for the allegations made in the New Jersey Action.

     The Company has paid $130,000 to the New Jersey Attorney General for investigative costs and expenses.

     Jointly in connection with the New York Settlement and the New Jersey Settlement, the Company also will create and fund a non-response bias study in the New York market, fund an advertising campaign promoting minority radio in major trade journals, and pay a single lump sum of $100,000 to the National Association of Black Owned Broadcasters (“NABOB”) for a joint radio project between NABOB and the Spanish Radio Association to support minority radio.

Maryland

     On February 6, 2009 we announced that we had reached an agreement with the Office of the Attorney General of Maryland regarding our PPM radio ratings services in the Washington, DC and Baltimore local markets. In connection with the Washington, DC local market we agreed to achieve, and in certain circumstances take reasonable measures designed to achieve Specified Metrics by agreed dates. We will also make certain disclosures to users and potential users of our audience estimates and take all reasonable efforts to obtain accreditation by the MRC of our Washington, DC local market PPM service. We have agreed to use comparable methods and comply with comparable terms in connection with the commercialization of the PPM service in the Baltimore local market that reflect the different demographic characteristics of that local market and the timetable for commercializing the PPM service in the Baltimore local market. Arbitron and the Maryland Attorney General will agree to the specific comparable terms at a later date.

Florida

     On July 14, 2009, the State of Florida commenced a civil action against us in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, alleging violations of Florida consumer fraud law relating to the marketing and commercialization in Florida of our PPM radio ratings service. The lawsuit seeks civil penalties and an order preventing us from continuing to publish our PPM listening estimates in Florida.

     The Company intends to defend itself and its interests vigorously against these allegations.

     We are involved from time to time in a number of judicial and administrative proceedings considered ordinary with respect to the nature of our current and past operations, including employment-related disputes, contract disputes, government proceedings, customer disputes, and tort claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require substantial expenditures on our part. Some of these matters raise difficult and complex factual and legal issues, and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular action, and the jurisdiction, forum and law under which each action is pending. Because of this complexity, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities. There can be no certainty that we will not ultimately incur charges in excess of present or future established accruals or insurance coverage. Although occasional adverse decisions (or settlements) may occur, we believe that the likelihood that final disposition of these proceedings will, considering the merits of the claims, have a material adverse impact on our financial position or results of operations is remote.

Item 1A. Risk Factors

     See Item 1A. — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008 for a detailed discussion of risk factors affecting Arbitron.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     On November 14, 2007, our Board of Directors authorized a program to repurchase up to $200.0 million in shares of our outstanding common stock through either periodic open-market or private transactions at then-prevailing market prices over a period of up to two years through November 14, 2009. No shares of common stock were purchased under the program during the quarter ended June 30, 2009. The maximum dollar value of shares that may yet be purchased under the program is $100.0 million.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Arbitron’s annual meeting of stockholders was held on May 26, 2009. There were 26,480,190 shares of Arbitron common stock outstanding and entitled to vote at the annual meeting. Of the 26,480,190 shares of Arbitron common stock entitled to vote at the annual meeting, a total of 24,921,648 shares were present in person or by proxy at the annual meeting. There were no broker non-votes on the matters submitted for a vote at the annual meeting. The following persons designated by Arbitron’s Board of Directors as nominees for director were elected at the annual meeting, with the voting as follows:

Nominee	Votes For		Votes Withheld
Shellye L. Archambeau		24,767,103		154,545
David W. Devonshire		24,732,335		189,313
Philip Guarascio		20,895,048		4,026,600
William T. Kerr		20,663,291		4,258,357
Larry E. Kittelberger		20,895,082		4,026,566
Luis G. Nogales		20,891,590		4,030,058
Richard A. Post		24,751,791		169,857
Michael P. Skarzynski		24,724,269		197,379

     KPMG LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009, with the voting as follows:

Total Votes For	Total Votes Against		Total Votes Abstain
24,586,124		315,158		20,366

     No additional items were on the agenda of the annual meeting of stockholders and no other items were brought to a vote during the meeting.

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ITEM 6. EXHIBITS

			Incorporated by Reference
Exhibit			SEC File			Filed
No.	Exhibit Description	Form	No.	Exhibit	Filing Date	Herewith
(10) Executive Compensation Plans and Arrangements
10.1	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Non-Executive Officers)					*
10.2	Form of 2008 Equity Compensation Plan Restricted Stock Unit Agreement (Executive Officers)					*
10.3	Form of 2008 Equity Compensation Plan Restricted Stock Unit Agreement (Non-Executive Officers)					*
10.4	Form of Waiver and Amendment of Executive Retention Agreement					*
10.5	Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates, effective as of May 4, 2009, between Arbitron Inc. and Clear Channel Broadcasting, Inc.**					*
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a — 14(a)					*
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a — 14(a)					*
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002					*

*	Filed or furnished herewith
**	A request for confidential treatment has been submitted with respect to this exhibit. The copy filed as an exhibit omits the information subject to the request for confidential treatment.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

ARBITRON INC.
By:	/s/ SEAN R. CREAMER
	Sean R. Creamer
	Executive Vice President of Finance and Planning and Chief Financial Officer (on behalf of the registrant and as the registrant’s principal financial and principal accounting officer) Date: August 5, 2009

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EX-10.1

EXHIBIT 10.1

     Non-Executive Form

ARBITRON INC. 2008 EQUITY COMPENSATION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT

     THIS AGREEMENT evidences the grant by Arbitron Inc. (the “Company”) on                     , 20___(the “Date of Grant”) to [Name] (the “Optionee”) of an option to purchase shares of the Company’s common stock.

     A. The Company has adopted the Arbitron Inc. 2008 Equity Compensation Plan (as may be amended or supplemented, the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant stock options to employees of the Company and its Subsidiaries (as defined in the Plan).

     B. The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

     Accordingly, the parties agree as follows:

1. Grant of Option.

     The Company has granted to the Optionee the right, privilege and option (the “Option”) to purchase [Shares] shares (the “Option Shares”) of the Company’s common stock, $0.50 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Option Exercise Price.

     The per share price to be paid by Optionee in the event of an exercise of the Option will be $                    .

3. Duration of Option and Time of Exercise.

     3.1 Initial Period of Exercisability. Except as provided in Sections 3.2 and 3.3 hereof, the Option shall become exercisable with respect to one-third of the Option Shares on each of the first, second and third anniversaries of the Date of Grant, assuming the Optionee’s continued employment. The foregoing rights to exercise the Option will be cumulative with respect to the Option Shares becoming exercisable on each such date, but in no event will the Option be exercisable after, and the Option will become void and expire as to all unexercised Option Shares at, 5:00 p.m. (Eastern Standard Time) on the tenth anniversary of the Date of Grant (the “Time of Option Termination”).

     3.2 Termination of Employment.

     (a) Termination Due to Death, Disability, or Retirement. In the event the Optionee’s employment with the Company and all Subsidiaries is terminated by reason of death or disability or ends with Retirement, the Option will become immediately exercisable in full and remain

exercisable until the [earlier of the first anniversary of such employment termination or the] Time of Option Termination.

     (b) Termination for Reasons Other Than Death, Disability, or Retirement. In the event that the Optionee’s employment with the Company and all Subsidiaries is terminated for any reason other than death, disability, or Retirement or the Optionee is in the employ of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Optionee continues in the employ of the Company or another Subsidiary), all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and the Option will no longer be exercisable; provided, however, that, if such termination is due to any reason other than termination by the Company or any Subsidiary for Cause (as defined in Section 9 of this Agreement), the Option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination (but in no event after the Time of Option Termination).

     3.3 Change in Control.

     (a) Impact of Change in Control. If a Change in Control Event (as defined in Section 9 of this Agreement) of the Company occurs the Option will become exercisable as provided in any then applicable employment or retention agreement by and between the Company and the Optionee and will remain exercisable until the first anniversary of the date the Option becomes exercisable, if at all, except as the Committee determines otherwise in connection with the Change in Control Event. In addition, if a Change in Control Event of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control Event of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares as determined by taking into account such Change in Control Event of the Company over the option exercise price per share of the Option.

     (b) Authority to Modify Change in Control Provisions. Prior to a Change in Control Event, the Optionee will have no rights under this Section 3.3, and the Committee will have the authority, in its sole discretion, to rescind, modify, or amend this Section 3.3 without the consent of the Optionee.

4. Manner of Option Exercise.

     4.1 Notice. This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Columbia, Maryland (Attention: Corporate Secretary), of a written notice of exercise. Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option. In the event that the Option is being exercised, as provided by the Plan and Section 3.2 of this Agreement, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option. If the Optionee retains the Option Shares purchased, as soon as practicable after the effective exercise of the Option, the Optionee will be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased.

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     4.2 Payment. At the time of exercise of the Option, the Optionee must pay the total exercise price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company), though a cashless exercise as described in Section 5(f)(2) of the Plan, by such other method approved by the Committee, or by a combination of such methods.

5. Rights and Restrictions of Optionee; Transferability.

     5.1 Employment. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary at any particular position or rate of pay or for any particular period of time.

     5.2 Rights as a Stockholder; Effect on Running the Business. The Optionee will have no rights as a stockholder unless and until all conditions to the effective exercise of the Option (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares. No adjustment will be made for dividends or distributions with respect to the Option Shares as to which there is a record date preceding the date the Optionee becomes the holder of record of such Option Shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion. The Optionee understands and agrees that the existence of an Option will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.

     5.3 Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in the Option prior to exercise may be assigned or transferred, or subjected to any lien, during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. The Optionee will, however, subject to applicable laws be entitled to designate a beneficiary to receive the Option upon such Optionee’s death in the manner provided by the Plan, and, in the event of the Optionee’s death, exercise of the Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s designated beneficiary.

     5.4 Restrictions Regarding Employment.

     (a) The Optionee agrees that he or she will not take any Adverse Actions (as defined below) against the Company or any Subsidiary at any time during the period that the Option is or may yet become exercisable in whole or in part or at any time before one year following the Optionee’s termination of employment with the Company or any Subsidiary, whichever is later (the “Restricted Period”). The Optionee acknowledges that damages which may arise from a breach of this Section 5.4 may be impossible to ascertain or prove with certainty. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Company determines in its sole discretion that the Optionee has taken Adverse Actions against the Company or any Subsidiary at any time during the Restricted Period, in addition to other legal remedies which may be available, (i) the Company will be entitled to an immediate injunction from a court of competent jurisdiction to end such Adverse Action, without further proof of damage, (ii) the Committee will have the authority in its sole discretion to terminate immediately all rights of the Optionee under the Plan and this Agreement without notice of any kind, and (iii)

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the Committee will have the authority in its sole discretion to rescind the exercise of all or any portion of the Option to the extent that such exercise occurred within six months prior to the date the Optionee first commences any such Adverse Actions and require the Optionee to disgorge any profits (however defined by the Committee) realized by the Optionee relating to such exercised portion of the Option or any Option Shares issued or issuable upon such exercise. Such disgorged profits paid to the Company must be made in cash (including check, bank draft or money order) or, with the Committee’s consent, shares of Common Stock with a Fair Market Value on the date of payment equal to the amount of such payment. The Company will be entitled to withhold and deduct from future wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligation.

     (b) For purposes of this Agreement, an “Adverse Action” will mean any of the following: (i) engaging in any commercial activity in competition with any part of the business of the Company or any Subsidiary as conducted during the Restricted Period for which the Optionee has or had access to trade secrets and/or confidential information; (ii) diverting or attempting to divert from the Company or any Subsidiary any business of any kind, including, without limitation, interference with any business relationships with suppliers, customers, licensees, licensors, clients or contractors; (iii) participating in the ownership, operation or control of, or being employed by, or connected in any manner with any person or entity which solicits, offers or provides any services or products similar to those which the Company or any Subsidiary offers to its customers or prospective customers, (iv) making, or causing or attempting to cause any other person or entity to make, any statement, either written or oral, or convey any information about the Company or any Subsidiary that is disparaging or that in any way reflects negatively on the Company or any Subsidiary; or (v) engaging in any other activity that is hostile, contrary or harmful to the interests of the Company or any Subsidiary, including, without limitation, influencing or advising any person who is employed by or in the service of the Company or any Subsidiary to leave such employment or service to compete with the Company or any Subsidiary or to enter into the employment or service of any actual or prospective competitor of the Company or any Subsidiary, influencing or advising any competitor of the Company or any Subsidiary to employ to otherwise engage the services of any person who is employed by or in the service of the Company or any Subsidiary, or improperly disclosing or otherwise misusing any trade secrets or confidential information regarding the Company or any Subsidiary.

     (c) Should any provision of this Section 5.4 of the Agreement be held invalid or illegal, such illegality shall not invalidate the whole of this Section 5.4 of the Agreement, but, rather, the Agreement shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly. In furtherance of and not in limitation of the foregoing, the Optionee expressly agrees that should the duration of or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. The Optionee acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. This Section 5.4 of the Agreement does not replace and is in addition to any other agreements the Optionee may have with the Company or any of its Subsidiaries on the matters addressed herein.

6. Securities Law and Other Restrictions.

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     Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

7. Withholding Taxes.

     The Company is entitled to (a) withhold and deduct from future wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal or provincial withholding tax requirements attributable to the Option, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of the Option. In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

8. Certain Definitions. For purposes of this Agreement, the following additional definitions will apply:

     (a) “Cause” will have the meaning set forth in any employment or other agreement or policy applicable to the Optionee or, if no such agreement or policy exists, will mean (i) dishonesty, fraud, misrepresentation, theft, embezzlement or injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any breach of duty, habitual neglect of duty or unreasonable job performance, or (iv) any material breach of any employment, service, confidentiality or noncompete agreement entered into with the Company or any Subsidiary.

     (b) “Change in Control Event” will have the meaning set forth in the Plan plus such other event or transaction as the Board shall determine constitutes a Change in Control, or such other meaning as may be adopted by the Committee from time to time in its sole discretion.

     (c) “Retirement” means the termination (other than for Cause or by reason of death or disability) of an Optionee’s employment or other service on or after the date on which the Optionee has attained the age of 55 and has completed 10 years of continuous service to the Company or any Subsidiary (such period of service to be determined in accordance with the retirement/pension plan or practice of the Company or Subsidiary then covering the Optionee, provided that if the Optionee is not covered by any such plan or practice, the Optionee will be deemed to be covered by the Company’s plan or practice for purposes of this determination).

9. Subject to Plan.

     The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted in a manner consistent with the Plan, and any ambiguities in this Agreement will be interpreted by

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reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

10. Miscellaneous.

     10.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

     10.2 Governing Law. This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive laws of another jurisdiction.

     10.3 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of the Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of the Option and the administration of the Plan.

     10.4 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

     IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

ARBITRON INC.
By:
	Name:
	Title:

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PARTICIPANT’S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Plan.

PARTICIPANT:
 

Address: 

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EX-10.2

EXHIBIT 10.2

Executive Form

Grant No.                     

o     Participant’s Copy

o     Company’s Copy

Arbitron Inc.
2008 Equity Compensation Plan
Restricted Stock Unit Agreement

To                                                             :

     Arbitron Inc. (the “Company”) has granted you (the “Grant”) restricted stock units (“RSUs”) as set forth on Exhibit A to this Agreement (the “RSUs”) under its 2008 Equity Compensation Plan (the “Plan”), subject to the Vesting Schedule specified on Exhibit A.

     The Grant is subject in all respects to the applicable provisions of the Plan. This Agreement does not cover all of the rules that apply to the Grant under the Plan, and the Plan defines any capitalized terms in this Agreement that this Agreement does not define.

     In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:

Vesting Schedule	The Grant becomes nonforfeitable (“Vested”) as to some or all of the RSUs only as provided on Exhibit A.
Distribution Dates	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent to your Vested RSUs as soon as practicable following the dates on which you become Vested (the “Distribution Dates” as provided in Exhibit A, subject to any overriding provisions in the Plan.
Limited Status	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to the Shares, unless and until the Shares have been issued to you on the Distribution Date(s). You will, however, receive dividend equivalents (“Dividend Equivalent Rights”) with respect to the Vested RSUs, measured using the Shares they represent, with the amounts convertible into full or fractional additional Vested RSUs based on dividing the Dividend Equivalent Rights by the Fair Market Value (as defined in the Plan) as of the date of dividend distribution and holding the resulting additional Vested RSUs for distribution as provided for the RSUs with respect to which they were issued.
Voting	RSUs cannot be voted. You may not vote the Shares unless and until the Shares are distributed to you.
Transfer Restrictions	You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the Shares until the Shares are distributed to you.

and Forfeiture	Any attempted Transfer that precedes the Distribution Date for such Shares is invalid.
	Unless the Administrator determines otherwise at any time or Exhibit A provides otherwise, if your service with the Company terminates for any reason before all of your RSUs are Vested, then you will forfeit such unvested RSUs (and the Shares to which they relate) to the extent that such RSUs do not otherwise vest as a result of the termination. The forfeited RSUs will then immediately revert to the Company. You will receive no payment for RSUs that you forfeit.
Additional Conditions to Receipt	The Company may postpone issuing and delivering any Shares for so long as the Company determines to be advisable to satisfy the following:
	its completing or amending any securities registration or qualification of the Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;
	its receiving proof it considers satisfactory that a person or entity seeking to receive the Shares after your death is entitled to do so;
	your complying with any requests for representations under the Grant and the Plan; and
	its or your complying with any federal, state, or local tax withholding obligations.
Taxes and Withholding	The RSUs provide tax deferral, meaning that they are not taxable to you until you actually receive Shares on or around each Distribution Date. You will then owe taxes at ordinary income tax rates as of each Distribution Date at the Shares’ value.
	The Company is required to withhold (in cash from salary or other amounts owed you) the applicable percentage of the value of the Shares on the Distribution Date, regardless of whether you sell them. If the Company does not choose to do so, you agree to arrange for payment of the withholding taxes and/or confirm that the Company is arranging for appropriate withholding.
Additional Representations from You	If you receive Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Act that covers issuances of Shares to you, you must comply with the following before the Company will release the Shares to you. You must:
	represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and

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	agree that you will not sell, transfer, or otherwise dispose of the Shares unless:
	a registration statement under the Act is effective at the time of disposition with respect to the Shares you propose to sell, transfer, or otherwise dispose of; or
	the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.
Additional Restriction	You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations.
No Effect on Employment or Other Relationship	Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of your relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and any applicable employment or severance agreement or plan.
No Effect on Running Business	You understand and agree that the existence of the RSU will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.
Section 409A	This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and must be construed consistently with that section. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Vested portion is increased in connection with your “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) you are then a “specified employee” within the meaning of Section 409A at the time of such separation from service (as determined by the Company, by which determination you agree you are bound) and (y) the payment under such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to you within the six month period following your separation from service, then the payment under such accelerated RSUs will not be made until the earlier of (i) the date six

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	months and one day following the date of your separation from service or (ii) the 10th day after your date of death, and will be paid within 10 days thereafter. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.
Unsecured Creditor	This Agreement creates a contractual obligation on the part of the Company to make payment under the RSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in deferred compensation hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder is that of an unsecured general creditor of Company.
Governing Law	The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.
Notices	Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary. If mailed, you should address it to the Company’s Secretary at the Company’s then corporate headquarters, unless the Company directs participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Administrator will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to participants.
Plan Governs	Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control.

	Arbitron Inc.
Date:	By:

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ACKNOWLEDGMENT

     I acknowledge I received a copy of the Plan. I represent that I have read and am familiar with the Plan’s terms. I accept the Grant subject to all of the terms and provisions of this Agreement and of the Plan under which the Grant is made, as the Plan may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Grant.

Date:
	Name:

     No one may sell, transfer, or distribute the securities covered by the Grant without an effective registration statement relating thereto or an opinion of counsel satisfactory to the Company or other information and representations satisfactory to the Company that such registration is not required.

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Grant No.                     

Arbitron Inc.
2008 Equity Compensation Plan
Restricted Stock Unit

Exhibit A

Recipient Information:

Name:          

Signature: X  

Grant Information:

RSUs: Date of Grant:

Vesting Schedule	The Grant is Vested as to one-fourth of the RSUs on each of the next four one year anniversaries of the Date of Grant (each a “Vesting Date”), assuming you remain a service provider to the Company through those dates.
Grant Expiration Rules	Except as otherwise provided in an employment, retention, or other individual agreement covering you, you will forfeit any unvested portions of the Grant immediately when you cease to be employed by (or a member of the Board of) the Company for reasons other than death or disability. If your employment ends for death or disability, you will become fully Vested at that date.
	If a Change in Control Event (as defined in the Plan) occurs before the final Distribution Date and the Change in Control Event also would be an event described in Treas. Reg. Section 1.409A-3(i)(5), any unvested RSUs you then hold will fully Vest. A Change in Control Event that does not comport with that regulation will not cause full Vesting unless otherwise permitted by Section 409A.
Distribution Dates	The Distribution Date for Shares will be the date the Company selects between the applicable Vesting Date and March 15 of the following calendar year.

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EX-10.3

EXHIBIT 10.3

	Non-Executive Form
	Grant No. _________
o	Participant’s Copy
o	Company’s Copy

Arbitron Inc.
2008 Equity Compensation Plan
Restricted Stock Unit Agreement

To ____________:

     Arbitron Inc. (the “Company”) has granted you (the “Grant”) restricted stock units (“RSUs”) as set forth on Exhibit A to this Agreement (the “RSUs”) under its 2008 Equity Compensation Plan (the “Plan”), subject to the Vesting Schedule specified on Exhibit A.

     The Grant is subject in all respects to the applicable provisions of the Plan. This Agreement does not cover all of the rules that apply to the Grant under the Plan, and the Plan defines any capitalized terms in this Agreement that this Agreement does not define.

     In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:

Vesting Schedule	The Grant becomes nonforfeitable (“Vested”) as to some or all of the RSUs only as provided on Exhibit A.
Distribution Dates	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent to your Vested RSUs as soon as practicable following the dates on which you become Vested (the “Distribution Dates” as provided in Exhibit A, subject to any overriding provisions in the Plan.
Limited Status	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to the Shares, unless and until the Shares have been issued to you on the Distribution Date(s). You will, however, receive dividend equivalents (“Dividend Equivalent Rights”) with respect to the Vested RSUs, measured using the Shares they represent, with the amounts convertible into full or fractional additional Vested RSUs based on dividing the Dividend Equivalent Rights by the Fair Market Value (as defined in the Plan) as of the date of dividend distribution and holding the resulting additional Vested RSUs for distribution as provided for the RSUs with respect to which they were issued.
Voting	RSUs cannot be voted. You may not vote the Shares unless and until the Shares are distributed to you.
Transfer Restrictions	You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the Shares until the Shares are distributed to you.

and Forfeiture	Any attempted Transfer that precedes the Distribution Date for such Shares is invalid.
	Unless the Administrator determines otherwise at any time or Exhibit A provides otherwise, if your service with the Company terminates for any reason before all of your RSUs are Vested, then you will forfeit such unvested RSUs (and the Shares to which they relate) to the extent that such RSUs do not otherwise vest as a result of the termination. The forfeited RSUs will then immediately revert to the Company. You will receive no payment for RSUs that you forfeit.
Additional Conditions	The Company may postpone issuing and delivering any Shares for so long as the Company determines to be advisable to satisfy the following:
to Receipt
	its completing or amending any securities registration or qualification of the Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;
	its receiving proof it considers satisfactory that a person or entity seeking to receive the Shares after your death is entitled to do so;
	your complying with any requests for representations under the Grant and the Plan; and
	its or your complying with any federal, state, or local tax withholding obligations.
Taxes and Withholding	The RSUs provide tax deferral, meaning that they are not taxable to you until you actually receive Shares on or around each Distribution Date. You will then owe taxes at ordinary income tax rates as of each Distribution Date at the Shares’ value.
	The Company is required to withhold (in cash from salary or other amounts owed you) the applicable percentage of the value of the Shares on the Distribution Date, regardless of whether you sell them. If the Company does not choose to do so, you agree to arrange for payment of the withholding taxes and/or confirm that the Company is arranging for appropriate withholding.
Additional Representations from You	If you receive Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Act that covers issuances of Shares to you, you must comply with the following before the Company will release the Shares to you. You must:
	represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and

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	agree that you will not sell, transfer, or otherwise dispose of the Shares unless:
	a registration statement under the Act is effective at the time of disposition with respect to the Shares you propose to sell, transfer, or otherwise dispose of; or
	the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.
Additional Restriction	You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations.
No Effect on Employment or Other Relationship	Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of your relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and any applicable employment or severance agreement or plan.
No Effect on Running Business	You understand and agree that the existence of the RSU will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.
Section 409A	This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and must be construed consistently with that section. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Vested portion is increased in connection with your “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) you are then a “specified employee” within the meaning of Section 409A at the time of such separation from service (as determined by the Company, by which determination you agree you are bound) and (y) the payment under such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to you within the six month period following your separation from service, then the payment under such accelerated RSUs will not be made until the earlier of (i) the date six

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	months and one day following the date of your separation from service or (ii) the 10th day after your date of death, and will be paid within 10 days thereafter. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.
Unsecured Creditor	This Agreement creates a contractual obligation on the part of the Company to make payment under the RSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in deferred compensation hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder is that of an unsecured general creditor of Company.
Governing Law	The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.
Notices	Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary. If mailed, you should address it to the Company’s Secretary at the Company’s then corporate headquarters, unless the Company directs participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Administrator will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to participants.
Plan Governs	Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control.

	Arbitron Inc.
Date: ____________	By: ___________________________

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ACKNOWLEDGMENT

     I acknowledge I received a copy of the Plan. I represent that I have read and am familiar with the Plan’s terms. I accept the Grant subject to all of the terms and provisions of this Agreement and of the Plan under which the Grant is made, as the Plan may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Grant.

Date: _______________	_____________________________________
	Name: ________________________________

     No one may sell, transfer, or distribute the securities covered by the Grant without an effective registration statement relating thereto or an opinion of counsel satisfactory to the Company or other information and representations satisfactory to the Company that such registration is not required.

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Grant No. _________

Arbitron Inc.
2008 Equity Compensation Plan
Restricted Stock Unit

Exhibit A

Recipient Information:

Name:            _____________________

Signature: X _____________________

Grant Information:

RSUs: _______________ Date of Grant: __________________

Vesting Schedule	The Grant is Vested as to one-fourth of the RSUs on each of the next four one year anniversaries of the Date of Grant (each a “Vesting Date”), assuming you remain a service provider to the Company through those dates.
Grant Expiration Rules	Except as otherwise provided in an employment, retention, or other individual agreement covering you, you will forfeit any unvested portions of the Grant immediately when you cease to be employed by (or a member of the Board of) the Company for reasons other than death, disability, or your Retirement. If your employment ends for death, disability, or your Retirement, you will become fully Vested at that date.
	“Retirement” means the termination (other than for Cause or by reason of death or disability) of your employment or other service on or after the date on which you have attained the age of 55 and have completed 10 years of continuous service to the Company or any Subsidiary (such period of service to be determined in accordance with the retirement/pension plan or practice of the Company or Subsidiary then covering you, provided that if you are not covered by any such plan or practice, you will be deemed to be covered by the Company’s plan or practice for purposes of this determination).
	“Cause” will have the meaning set forth in any employment or other agreement or policy applicable to you or, if no such agreement or policy exists, will mean (i) dishonesty, fraud, misrepresentation, theft, embezzlement or injury or attempted injury, in each case related to the Company or any Subsidiary,

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	(ii) any unlawful or criminal activity of a serious nature, (iii) any breach of duty, habitual neglect of duty or unreasonable job performance, or (iv) any material breach of any employment, service, confidentiality or noncompete agreement entered into with the Company or any Subsidiary.
	If a Change in Control Event (as defined in the Plan) occurs before the final Distribution Date and the Change in Control Event also would be an event described in Treas. Reg. Section 1.409A-3(i)(5), any unvested RSUs you then hold will fully Vest. A Change in Control Event that does not comport with that regulation will not cause full Vesting unless otherwise permitted by Section 409A.
Distribution Dates	The Distribution Date for Shares will be the date the Company selects between the applicable Vesting Date and March 15 of the following calendar year.

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EX-10.4

EXHIBIT 10.4

ARBITRON INC.
FORM OF WAIVER AND AMENDMENT OF
EXECUTIVE RETENTION AGREEMENT

     This is an agreement (the “Agreement”) between Arbitron Inc. (“Arbitron”) and [Sean R. Creamer] [Timothy T. Smith][Pierre C. Bouvard][V. Scott Henry][Steven M. Smith] (“you”), effective as of April 6, 2009. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Executive Retention Agreement between Arbitron and you, dated as of August 28, 2008 (the “Retention Agreement”).

     WHEREAS, Arbitron has undergone a Leadership Change [and the Retention Agreement allows you to resign under a Position Diminishment as a result of your restructured position];

     WHEREAS, You desire to continue your employment with Arbitron in the [role of ____________ ] [revised position of ____________ and you have agreed to do so and waive any further protections under Leadership Change] and

     WHEREAS, You and Arbitron desire to amend the Retention Agreement.

     THEREFORE, Arbitron and you agree as follows, in consideration of the services to be received from you and the ongoing compensation to which you will be entitled and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge:

     (1) References in the first paragraph, the third WHEREAS paragraph, and the title of Section 2.5 of the Retention Agreement are revised by striking “, a Leadership Change,” in the first paragraph and three instances of “or Leadership Change” in the WHEREAS paragraph and the title of Section 2.5.

     (2) The definition of “Leadership Change” in Section 7.17 of the Retention Agreement is deleted.

     (3) Clause (i) of “Position Diminishment” in Section 7.17 of the Retention Agreement is amended to read “a change in the Executive’s reporting responsibilities, titles, duties, or offices as in effect on March 18, 2009, or, if such reporting responsibilities, titles, duties, or offices are enhanced after such date, the level as enhanced, or any removal of Executive from, or any failure to re-elect Executive to, any of such positions, that has the effect of materially diminishing Executive’s responsibility, duties, or authority,”

     (4) The definition of “Window Period” in Section 7.17 of the Retention Agreement is amended to read ‘“Window Period’ means the one-year period commencing on the date of a Change of Control. Furthermore, only the first Change of Control shall be counted in determining whether there is a Window Period, and, as a result, there will not be multiple Window Periods under this Agreement triggered by Changes of Control.”

     (5) All other provisions of the Retention Agreement remain in effect as written.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

ARBITRON INC.	EXECUTIVE
By: __________________________________________	_____________________________________________
Name:
Title:

EX-10.5

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]

Master Station License Agreement to Receive and Use
Arbitron Radio Audience Estimates

Date of Proposal: March 27, 2009

THIS AGREEMENT is between Arbitron Inc., a Delaware corporation (“Arbitron”), and the undersigned radio broadcaster (“Station”), a Nevada corporation. Arbitron hereby grants to Station, for the radio station(s) listed below, a limited license or, in the case of certain programs licensed to Arbitron, a sublicense, to receive and use the Arbitron audience estimates and data (“Arbitron Data” or “Data”) contained in Arbitron’s reports for surveys designated on Agreement Attachments for the geographic area (“Market”) provided hereunder (“Reports”) and/or the computer software programs (“Systems”) designated on Agreement Attachments, collectively such Data and/or Reports and/or Systems to be referred to as “Services.” Such Services shall be designated on the Agreement Attachments, which Attachments are hereby incorporated by reference as if fully set forth herein. It is further agreed by the parties hereto that this license and Agreement shall be effective and applicable to any Services that are later licensed by Station pursuant to Section 15(e) of this Agreement and/or pursuant to any additional Agreement Attachment executed by the parties hereto. Arbitron may furnish such Services to Station in printed, electronic or other form, at Arbitron’s option, either directly or through authorized third parties, but title thereto shall remain with Arbitron at all times.

1. Services Provided; Term: This Agreement will become effective when countersigned by Arbitron’s Contract Manager. The Term of this license and Agreement shall begin on *                     and run concurrently with each Agreement Attachment executed by the parties hereto until the expiration date set forth on such Agreement Attachment or until *                     whichever date occurs first. The Term for each Service provided is set forth in each such Agreement Attachment This Agreement will continue without regard to Station’s ownership of the radio station(s) licensed hereunder absent a valid Assignment pursuant to Section 11 of this Agreement.

Broadcaster (“Station”):	Clear Channel Communications, Inc.
For use only by radio station(s):	*See “Schedule A” Attachment
Arbitron Radio Geographic Area (“Market”):	*See “Schedule A” Attachment

Number of surveys currently provided during first Term year: *                    .

Reports currently
licensed hereunder:    þ  Spring   þ Fall   þ Winter   þ Summer

First Report: *See “Schedule A” Attachment

All representations in this Section regarding number of surveys and Report titles are subject to qualifications set forth in Section 6(a) herein.

2. Annual Rate:

A License Charge in the form of a Net Annual Rate for each year of the Term, which may be subject to adjustments and discounts pursuant to Sections 3, 4, 6, and 11 of this Agreement, shall be paid by Station with the first of *                       payments (the “Periodic Charge” or _________“Charge”) due on *                    .

The Gross Annual Rate for the first Term year is $*See SchedA.

For each succeeding Term year, the Gross Annual Rate shall be the Gross Annual Rate for the previous Term year increased by a factor of [*****]. Any applicable discounts or other adjustments will be applied thereafter to the Gross Annual Rate so derived.

3. Discounts for the Radio Market Report:

(a) Continuous Service Discount: A discount of ten percent (10%) in calculating the Periodic Charge applicable to the Radio Market Report only shall be allowed for each month in excess of twelve (12) consecutive months that Station is continuously licensed to use the Arbitron Radio Market Report for this Market, provided that such discount shall no longer apply if Station fails to sign and return this Agreement to Arbitron within forty-five (45) days after the termination of a prior Arbitron radio listening estimates license agreement.

(b) Group Discount: If Station owns two or more radio stations located in different markets and such radio stations are under common ownership as defined by Arbitron, Station may be entitled to a Group Discount based on the number of subscribing radio stations owned at the time this Agreement is executed, which discount may vary and be adjusted during the Term of this Agreement in accordance with Arbitron’s Group Discount Schedule should the number of subscribing commonly owned radio stations change.

(c) Long-Term Discount: A discount of

[*****] in months 1-12,	[*****] in months 13-24,
[*****] in months 25-36,	na% in months 37-48,
na% in months 49-60.

shall be allowed in calculating the Net Annual Rate charged during the applicable months.

4. Periodic Charge; Taxes: The Periodic Charge, due and payable by Station on the first day of each billing period, shall be: (a) the Gross Annual Rate plus any adjustments; (b) less any applicable Continuous Service Discount; (c) less, from the amount thereby derived, any applicable Group Discount; (d) less, from the amount thereby derived, any applicable Long-Term Discount; (e) with such amount prorated equally between the number of payments for the Term year.

In addition to and together with the above payments, Station shall pay to Arbitron any sales, excise, gross-receipts, service, use or other taxes, however designated, now or hereafter imposed upon or required to be collected by Arbitron by any authority having jurisdiction over the Market being surveyed or over any location to which Station directs Arbitron to deliver Data, or by any other taxing jurisdiction.

5. Late Payment Charge and Right to Suspend Report Delivery or Terminate License:

(a) A late payment charge of one and one-half percent (1.5%) per month will be charged on all Periodic Charges, as adjusted, which are not paid within 60 days after due hereunder, but in no event will the applicable per-month late payment charge exceed one-twelfth of the maximum annual percentage allowed to be charged by applicable state usury law. Any failure to impose a late payment charge shall not prejudice Arbitron’s right to do so should the default continue or should a subsequent payment not be made when due.

(b) In the event Station is in default in its payment obligations hereunder, and in addition to Arbitron’s right to impose a late payment charge, Arbitron may, with respect to this Agreement and/or any other

© 2007 Arbitron Inc.
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agreement for Station’s use of services licensed by Arbitron in this Market or an adjacent market, and without terminating, breaching or committing a default under this Agreement or such other agreements: (i) accelerate or modify in any way the payment schedule of Periodic Charges for the duration of this Agreement or such other agreement(s) to a number of installments to be determined by Arbitron in its discretion; and/or (ii) suspend delivery to Station of any Data or Report(s), in any form, which are due until such time as Station is current in its payments of all sums due; and/or (iii) send Station written notice that Station’s license hereunder is suspended, in which case Station further expressly agrees that it thereafter shall not use Data and/or Reports previously received by Station until such time as Station becomes current in its payments of all sums due for services licensed by Arbitron. Acceleration or other modification of the payment schedule by Arbitron under this provision shall not be deemed or considered a penalty but rather represents a good faith effort to quantify as of the time of the execution of this Agreement the harm that would be sustained by Arbitron in the event Station defaults on its payment obligations hereunder.

(c) In the event Station is in default in its payment obligations under this Agreement or under any other agreement for Station’s use of services licensed by Arbitron in this Market or an adjacent market, then Arbitron may exercise any or all of its rights set forth in Section 5(b) of this Section 5 with respect to any such agreement entered into with Arbitron by Station or any of Station’s affiliated, subsidiary or related corporations or entities regardless of whether such other agreements are in default. For purposes of this Section 5(c), a corporation or entity shall be deemed to be affiliated with or related to Station if (i) such corporation or entity owns or controls more than a fifty percent (50%) interest in Station and/or it enters or has entered into any management agreement, joint operating agreement or other business relationship with Station; or (ii) Station owns or controls more than a fifty percent (50%) interest in such corporation or entity and/or it enters or has entered into any management agreement, joint operating agreement or other business relationship with such corporation or entity; or (iii) a third party owns or controls more than a fifty percent (50%) interest in, and/or enters or has entered into, any management agreement, joint operating agreement or other business relationship with both Station and such corporation or entity.

(d) Arbitron’s suspension hereunder of delivery of Data and/or Reports and/or Systems to Station, and the license granted hereunder, shall not relieve Station of any of its obligations hereunder. Station further agrees to reimburse Arbitron for all collection costs and expenses (including reasonable attorneys’ fees) incurred hereunder. This license may be terminated immediately by Arbitron should Station or its station(s) default in payment of any sum due or should Station or its station(s) default in any other condition or obligation of this Agreement and/or any other agreement for Station’s use of services licensed by Arbitron.

6. Changes in Service; Modification of Rates:

(a) Arbitron reserves the right to change at any time the geographical territory comprising any Market, its policies and procedures, survey dates, survey length, survey frequency, sampling procedures, delivery schedules, methodology, method of Data or Report collection or delivery, provision of printed copies of Reports, Report content, Report titles, Report format, or any other aspect of the Data and Reports provided hereunder, and to cancel surveys and the preparation of Arbitron Data and Reports or any other aspect of the Data services provided.

Arbitron reserves the right not to publish any Data or Reports whenever, in its judgment, insufficient data are available to meet its minimum research standards or any event has jeopardized the reliability of the data. In the event that Data and/or Reports are not published, Station shall receive a credit reflecting the pro rata value of the Net Annual Rate for said Data and/or Report(s). Without limiting the foregoing, Station expressly understands and agrees that Arbitron may, at any time during the Term of this Agreement, reduce the number of surveys conducted and/or Reports published for any Market and consequently

reduce the number of Reports provided to Station and that, in the event such reduction occurs, Station is not relieved of any of its obligations under this Agreement.

(b) In the event that any cause(s) prevents Arbitron from conducting any survey in accordance with its methodology, schedules or other publications, Arbitron reserves the right to publish abbreviated Report(s). Station hereby consents to publication of such abbreviated Report(s) under such circumstances. In the event that such an abbreviated Report covers a substantially decreased geographic area, or deletes twenty-five percent (25%) or more of the survey days from the aggregate number of days scheduled, Station shall be entitled to either a proportionate credit for the abbreviated Report, or, upon written certification that all copies of such abbreviated report have been destroyed and that Station will not use such abbreviated report within 10 days, a full credit for the abbreviated Report, at Station’s option, provided however, that if Station elects to return an abbreviated Report for full credit, Station shall no longer be licensed to use that Report during the remainder of the Term of this Agreement. Further, Arbitron reserves the right in its sole discretion to augment available data by means of expanded or extended samples and Station agrees it shall not be entitled to any credit in such event.

(c) Arbitron may increase the Gross Annual Rate hereunder at any time. If Arbitron increases the Rate for a reason other than as permitted elsewhere in this Agreement, it shall give prior written notice to Station. Station may, within a 30-day period following such notice, cancel the unexpired Term of the Agreement for only the Data and/or Reports and/or services and Market for which Arbitron has increased its Rate pursuant to such notice, by written notice pursuant to Section 15(a), without cancellation charge or other cost, effective on the date the new Gross Annual Rate would have become effective. In the absence of such timely cancellation, this Agreement shall continue and the new Gross Annual Rate shall become payable as stated in Arbitron’s notice and thereafter.

7. Permitted Uses and Confidentiality: Subject to the restrictions stated herein and to the permitted uses set forth in Arbitron’s publication entitled Working with Arbitron’s Copyrighted Estimates available to all Arbitron licensees and posted on Arbitron’s Web site at www.arbitron.com, Station agrees to limit its uses of the Arbitron Data and Report(s) to its programming and media selling. Station understands and agrees that this use is limited exclusively to the radio station(s) specified in Section 1 of this Agreement and only for the Term of this Agreement. In this connection, Station agrees that the Arbitron Data and/or Report(s) will only be disclosed:

(a) directly or through its Station representatives to advertisers, prospective advertisers and their agencies for the purpose of obtaining and retaining advertising accounts; and

(b) through advertising or other promotional literature as permitted hereunder.

All such disclosures shall identify Arbitron as the source of the disclosed Arbitron Data and/or Report(s) and should identify the Market, survey period and type of audience estimate, daypart and survey area and shall state that the Arbitron Data and/or Report(s) quoted therein are copyrighted by Arbitron and are subject to all limitations and qualifications disclosed in the Data and/or Report(s) (“Sourcing”).^* At all times during the Term of this Agreement and thereafter, Station agrees to keep the Arbitron Data and/or Report(s) confidential and not to disclose the same except as permitted by this Agreement. Station agrees to use its best efforts to prevent the unauthorized disclosure of Arbitron Data and/or Report(s) by Station’s employees and/or its radio station(s)’s employees and agents, by its radio station(s)’s representatives, by its advertisers and their advertising agencies, by data processing firms, and by all other persons who obtain

^* Station(s) should refer to current regulations and guidelines of the federal government for further requirements concerning the manner of quoting audience estimates.

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the Arbitron Data and/or Reports from Station or its radio station(s)’s employees or agents. For Station or its radio station(s) to divulge any Arbitron Data and/or Report(s) to a nonsubscribing station or to lend and/or give an original copy or any reproduction of any part of any Data and/or Report(s) or any Arbitron Data and/or Reports to any person or entity not authorized by this Agreement constitutes a breach of this Agreement and an infringement of Arbitron’s copyright.

In the event that Station does not subscribe to all Reports published in an applicable Market during the Term, the license granted hereunder to any Report in such Market shall terminate upon the release of the next survey Report in such Market. Further, in the event that a Report listed in Section 1 of this Agreement is delivered after the expiration of the Term of this Agreement, Station’s license to use that Report shall continue under the terms and conditions of this Agreement until the earlier of: (i) the release of the next survey Report in the applicable licensed Market, or (ii) 6 months after such report’s release.

Station may authorize a third party to process the Data licensed hereunder on Station’s behalf, provided: (1) that said third party is a then current Arbitron licensee in good standing who is authorized to process the Data and (2) that all restrictions concerning the use of the Data provided under this Agreement shall apply with full force and effect to any data, estimates, reports or other output, in any form, containing or derived from the Data, produced by said third party for Station.

8. Confidentiality of Arbitron Respondents: Station agrees that it will not try either before, during or after a survey, or in connection with any litigation, to determine or discover the identity or location of any Arbitron survey participant. Station will under no circumstances directly or indirectly attempt to contact any such persons. Station agrees to promptly report to Arbitron any evidence or indication that has come to Station’s attention regarding the identity or location of any such persons. Station agrees to abide by Minimum Standard A9 (or any successor provision concerning confidentiality of survey respondents) of the Media Rating Council and shall abide by any determination of the Media Rating Council concerning respondent confidentiality. Station further agrees that Arbitron may enjoin any breach of the above-stated obligations and shall have the right to damages or other remedies (including costs, expenses and reasonable attorneys’ fees) available to it at law or hereunder.

9. Methodology: ARBITRON MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS, CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLDUING BUT NOT LIMITED TO:

(A) DATA GATHERED OR OBTAINED BY ARBITRON FROM ANY SOURCE;

(B) THE PRESENT OR FUTURE METHODOLOGY EMPLOYED BY ARBITRON IN PRODUCING ARBITRON DATA AND/OR REPORT(S) AND/OR SERVICES; OR

(C) THE ARBITRON DATA AND/OR REPORT(S) AND/OR SERVICES LICENSED HEREUNDER.

ALL ARBITRON DATA AND/OR REPORT(S) REPRESENT ONLY THE OPINION OF ARBITRON. RELIANCE THEREON AND USE THEREOF BY STATION IS AT STATION’S OWN RISK.

THE SYSTEMS PROVIDED HEREUNDER ARE PROVIDED TO LICENSEE “AS IS — WHERE IS” AND RELIANCE THEREON AND USE THEREOF BY LICENSEE IS AT LICENSEE’S OWN RISK.

IN NO EVENT SHALL ARBITRON BE LIABLE FOR THE FAILURE OF ANY THIRD PARTY TO PROVIDE ANY DATA OR SERVICES FOR USE IN CONNECTION WITH THE DATA, REPORTS, SYSTEMS AND/OR SERVICES LICENSED HEREUNDER.

10. Liabilities and Limitations of Remedies: THE SOLE AND EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, FOR ARBITRON’S AND/OR ANY THIRD PARTY DATA AND/OR SERVICE PROVIDER’S BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR

FITNESS, AND THE SOLE AND EXCLUSIVE REMEDY FOR ARBITRON’S AND/OR ANY THIRD PARTY DATA AND/OR SERVICE PROVIDER’S LIABILITY OF ANY KIND, INCLUDING WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE OR DELAY WITH RESPECT TO THE ARBITRON DATA AND/OR REPORTS AND/OR SYSTEMS AND ALL PERFORMANCE PURSUANT TO THIS AGREEMENT, SHALL BE LIMITED TO A CREDIT TO STATION OF AN AMOUNT EQUAL TO, AT THE MAXIMUM AMOUNT, THE LICENSE CHARGE PAID BY STATION WHICH IS ATTRIBUTABLE TO THE MATERIALLY AFFECTED DATA OR REPORT OR SYSTEM. IN NO EVENT SHALL ARBITRON AND/OR ANY THIRD PARTY DATA AND/OR SERVICE PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR SHALL THEY BE SUBJECT TO INJUNCTIVE RELIEF WITH RESPECT TO THE PUBLICATION OF ANY DATA AND/OR REPORT OR TO ANY SYSTEM. STATION UNDERSTANDS THAT THE DATA AND/OR REPORTS AND/OR SYSTEM EITHER WOULD NOT BE PREPARED OR WOULD BE AVAILABLE ONLY AT A SUBSTANTIALLY INCREASED LICENSE CHARGE WERE IT NOT FOR THE LIMITATIONS OF LIABILITIES AND REMEDIES AS SET FORTH IN THIS SECTION.

Station agrees that it will notify Arbitron in writing of any alleged defect in any Data and/or Report and/or System within thirty (30) days after Station learns of said alleged defect. In the event that Station does not timely notify Arbitron, then Station waives all rights with regard to said alleged defect. Station further agrees that any action to be brought by it concerning any Data and/or Report and/or System shall be brought not more than one (1) year after such Data or Report was originally published by Arbitron.

In the event that either party commences litigation against the other party and fails to ultimately prevail on the merits of such litigation, the commencing party shall reimburse and indemnify the other party from any and all costs and expenses incurred with respect to such litigation, including reasonable attorneys’ fees, provided, however, that this sentence shall not apply where Arbitron commences litigation pursuant to Sections 5, 7 or 8 of this Agreement. This provision shall survive the termination of this Agreement.

11. Assignments and Changes in Station Status: Station may not assign either its rights or obligations under this Agreement without the prior written consent of Arbitron. Subject to Arbitron’s consent, a successor-in-interest by merger, operation of law, assignment, purchase or otherwise of the entire business of Station shall acquire all rights and be subject to all obligations of Station hereunder. In the event that Arbitron consents to the assignment of this Agreement, Arbitron reserves the right to redetermine the rate to be charged to the assignee in accordance with the terms of this Agreement. Arbitron shall be entitled to assign any of its rights or obligations under this Agreement, including the right to receive the License Charge payable hereunder.

Station acknowledges and agrees that the License Charge due and the adjustments and discounts applied hereunder are based on Station’s group ownership status and/or any joint operating agreement with one or more other radio stations and/or Station’s ownership of radio stations in this Market or other Markets. In the event Station conveys any one of its radio stations, Station remains fully obligated for the License Charge specified for any radio station covered by the terms of this Agreement. Station may only be released from such obligations upon valid assignment of this Agreement and subject to the terms thereof.

Station agrees that if at any time it changes or has changed its ownership, operating or sales policy (including the use of digital sub-channels), frequency, broadcasting arrangements, group or business relationships of the station(s) licensed under this Agreement, or if it enters or has entered into any management or other business relationship with another radio station in any Market and/or its adjacent Market(s), or if it enters or has entered into any joint operating agreement with one or more other radio stations, or if it is or was purchased or controlled by an entity owning or otherwise controlling other radio stations in any Market and/or its adjacent Market(s), or if it purchases, or an entity which is in any manner controlled by it purchases, at any time, another radio station in any Market or its

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adjacent Market(s), Station and its radio station(s) will report the change and the effective date thereof to Arbitron within thirty (30) days of such change. In the event of such occurrence, Station agrees that such station(s) shall be licensed under this Agreement and that Arbitron may redetermine the Gross Annual Rate for the Data, Reports, and/or services pursuant to the then current Arbitron rate card in order to license such additional station(s), effective the first month following the date of the occurrence. Notwithstanding Station’s failure to notify Arbitron, pursuant to the provisions of this Section 11, Arbitron may redetermine Station’s Gross Annual Rate for all Data, Reports, and/or services, based on the foregoing, effective the first month following the date of the occurrence.

Station further agrees that if the parent company or other controlling entity of Station, or any entity in any manner related to Station, purchases or otherwise acquires a controlling interest in a radio station in Station’s Market that is not licensed by Arbitron for the same Data, Reports and/or Services, then Arbitron may redetermine Station’s Gross Annual Rate based on such occurrence as described in this Section 11.

In the event Arbitron increases Station’s Gross Annual Rate as a result of an occurrence as described in this Section, then Arbitron shall amend this Agreement to permit use of the Data, Reports and/or services by the additional radio station(s) prompting the increase.

12. Other Arbitron Services and Reports: If, during the Term of this Agreement, Station orders any Arbitron services or report(s) not licensed through any other Arbitron agreement, Station hereby agrees that this Agreement shall be applicable with respect to all such services and/or reports with the same force and effect as if printed out at length in a separate agreement executed by Station.

13. Ratings Distortion Activity:

(a) Station agrees that it shall not engage in any activities which are determined by Arbitron to be ratings distortion. Such prohibited activities may include, but are not limited to, activities which could:

(i) cause any survey participant to record erroneous listening information in his or her Arbitron diary; or

(ii) cause any survey participant to utilize an Arbitron diary for a contest or promotion conducted by Station or its radio station(s).

(b) Station further agrees that Arbitron may delete all estimates of listening to Station and/or its radio station(s) from any Data, Reports, computer CD and/or other Arbitron service or method of delivery where, in its judgment it has deemed that Station or its radio station(s) has engaged in such activities. Arbitron shall:

(i) first give Station and its radio station(s) notice setting forth what activities it deems Station and its radio station(s) have engaged in which allegedly could cause or have caused ratings distortion;

(ii) present evidence to substantiate the allegations set forth in (i) above; and

(iii) give Station and its radio station(s) reasonable opportunity (in light of Arbitron’s publication schedule for any Report) to present its position both in writing and orally.

In the event that Station or its radio station(s) is notified by Arbitron that allegations of ratings distortion have been made against Station or its radio station(s), then Station or its radio station(s) shall submit a written response to Arbitron’s inquiry concerning the allegations within seven (7) days from the receipt of Arbitron’s notice, which time may be shortened by Arbitron for reasons relating to the Report publication schedule. Arbitron shall then advise Station or its radio station(s) of its decision following its receipt of Station’s or its radio station(s)’ written response or oral presentation. All such writings shall be addressed and sent to the respective party by facsimile, overnight courier service, or certified mail with return receipt requested. In the event that estimates of listening to Station and/or its radio station(s) are deleted from a Report(s) (and/or other Arbitron services) following the procedure set forth above, Station and its radio station(s) agree that the only remedy for such deletion shall be a credit of the License Charge paid by Station for such Report(s) or other affected services and that in no event shall

Arbitron be liable for special, incidental, consequential or punitive damages or be subject to injunctive relief with respect to any such deletion of estimates of listening to Station and/or its radio station(s). In the event that estimates of listening to Station and/or its radio stations are deleted from a Report pursuant to this Section, Arbitron agrees that it will give Station and its radio station(s) an opportunity to submit to Arbitron a written statement (not exceeding 200 words) of Station’s and/or its radio station(s)’s views concerning its alleged activities, with such written statement to be published in the Report subject to such reasonable editing deemed necessary by Arbitron. In addition, Station and its radio station(s) agree to abide by the Arbitron policies and procedures governing various special station activities, including, but not limited to, rating bias.

14. Information to be Provided by Station and Its Radio Station(s): Station and its radio station(s) agree to provide to Arbitron, within ten (10) days of receipt of Arbitron’s request, such information which Arbitron deems necessary for the publication of a Report, including, but not limited to, accurate descriptions of the following information for Station and its radio station(s): (a) facilities; (b) broadcast station names; (c) broadcast hours; (d) simulcast hours; (e) radio frequency; (f) operating power; (g) format; (h) height of antenna above average terrain; and (i) programming information. Station and its radio station(s) further understand and agree to notify Arbitron of any changes to the above-referenced information. Station and its radio station(s) hereby hold Arbitron harmless and agree to indemnify Arbitron from and against any and all loss, cost or expense (including reasonable attorneys’ fees) arising out of any omission or error in information provided, or the failure to provide such information to Arbitron by Station and its radio station(s) pursuant to this Section.

15. General:

(a) All notices to either party shall be in writing and shall be directed to the addresses stated hereafter unless written notice of an address change has been provided.

(b) This Agreement shall be deemed to be an agreement made under, and to be construed and governed by, the laws of the State of New York, exclusive of its choice of law rules. The parties expressly agree that any and all disputes arising out of or concerning this Agreement or the Arbitron Data or Reports licensed hereunder shall be litigated and adjudicated exclusively in State and/or Federal Courts located in either the State of New York or the State of Maryland, at Arbitron’s option, and each party consents to and submits to both such jurisdictions.

(c) EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUES, DEMANDS, ACTIONS, CAUSES OF ACTION, CONTROVERSIES, CLAIMS OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

(d) Station hereby expressly consents to: (i) Arbitron sending to Station information advertising the various services that Arbitron provides, whether or not such services are provided under this Agreement, via electronic messaging to include, but not limited to, e-mail, facsimile and text messages, and (ii) use of Station’s name and/or call letters in Arbitron customer lists, promotional materials and/or press releases.

(e) This Agreement, together with any Agreement Attachments, constitutes the entire agreement between the parties concerning the subject matter hereof, notwithstanding any previous discussions and understandings, and shall not be deemed to have been modified in whole or in part except by written instruments signed hereafter by officers of the parties or other persons to whom the parties have delegated such authority.

(f) Any litigated question regarding the legality, enforceability or validity of any section or part hereof shall not affect any other section, and if any section or part hereof is ultimately determined illegal, invalid, unconstitutional or unenforceable, that section or part hereof

KPER-UNI 8/07 #43147
	Initials here

4

shall be severed from this Agreement and the balance of the Agreement shall thereafter remain in full force and effect for the remainder of the Term.

(g) In addition to the rights of termination stated elsewhere in this Agreement, this Agreement, and the license provided hereunder, may be terminated by Arbitron for any or all of the Data, Reports and/or services in any or all of the Markets in which they are licensed, for any reason, on thirty (30) days’ written notice to Station. Station agrees that this Agreement shall continue for the markets and services not named in such notice.

(h) In the event that Arbitron produces pre-currency/transitional PPM report(s) and/or data in a Market(s) prior to the official PPM commercialization of such Market(s), Station hereby agrees to license such pre-currency/transitional PPM report(s) and/or data at Station’s then current diary-based Report License Charges for the relevant Report survey period(s). The license granted to Station for such pre-currency/transitional PPM report(s) and/or data is subject to the terms and conditions contained herein, however, Station agrees to only use such pre-currency/transitional PPM report(s) and/or data for internal business analysis and expressly not in connection with any commercial media buying and/or selling transaction process.

AGREED TO:

Clear Channel Communications, Inc.
BROADCASTER (“STATION”)
*SEE “SCHEDULE A” ATTACHMENT
FOR USE ONLY BY STATION(S)
200 E Basse Road
ADDRESS
San Antonio	TX	78209
CITY	STATE	ZIP
/S/ JOHN HOGAN
BY (AUTHORIZED SIGNATURE)
John Hogan
NAME (TYPE OR PRINT NAME OF PERSON SIGNING ABOVE)
Pres & CEO — CC Radio		5/4/09
TITLE		DATE

(i) The provisions governing payment of taxes, confidentiality of the Data and Reports, and confidentiality of respondents shall survive the termination of this Agreement.

End of Agreement

ACCEPTED BY:

/S/ GREG STEPHAN

CONTRACT MANAGER

5/4/09

DATE

Arbitron Inc.
9705 Patuxent Woods Drive
Columbia, Maryland 21046-1572

**See “Schedule A” Attachment

KPER-UNI 8/07 #43147
	Initials here

5

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]

Attachment to Master Station License Agreement to Receive
and Use Arbitron Radio Audience Estimates

Date Prepared: March 27, 2009

This is an Attachment to the Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates (the “Basic License Agreement”)
dated March 27, 2009 between Arbitron Inc., a Delaware corporation (“Arbitron”) and Clear Channel Communications Inc. (“Station”), and is for the term and Services specified below. The license granted for the Services specified herein is expressly subject to the Basic License Agreement, and any terms and conditions stated below, or on the next page hereof. Station agrees to license the following Services from Arbitron and to pay License Charges as set forth herein and in the Basic License Agreement.

For use only by: *See Schedule A Attachment

Ship to Address(es): *See Schedule A Bill to Address: *See Schedule A

Data Services Ordered

								% of
								Annual
	New, Renew,	License Start/	Rate	Rate	Rate	Rate	Rate	License
Data Licensed	Replacement	End Dates	Yr 1	Yr 2	Yr 3	Yr 4	Yr 5	Charge
RMR	renew	See Sched A	See Sch A	*	*
Processor(s) is/are	See Sched A
Adjacent Market(s) – See market(s) listed below *	renew	See Sched A	See Sch A	*	*
Arbitrends	renew	See Sched A	See Sch A	*	*			**
Corporate Roll-Up	renew	See Sched A	See Sch A	*	*
County Coverage	renew	See Sched A	See Sch A	*	*
Custom Survey Area Report (CSAR)	renew	See Sched A	See Sch A	*	*
Ethnic Data:
x Hispanic	renew	*	*	*	*
x Black	renew	*	*	*	*
Indirect Reports
Maximi$er Data (RLD)	renew	See Sched A	See Sch A	*	*			**
National Regional Database (NRD)	renew	1/09-12/11	[*****]	[*****]	[*****]
Processor Data Clearance	renew	See Sched A	See Sch A	*	*
RetailDirect	renew	See Sched A	See Sch A	*	*
Sample Increase (requires separate addendum)	renew	See Sched A	See Sch A	*	*
Other: See Sched	renew	See Sched A	See Sch A	*	*

* Adjacent Market(s) Ordered: See Schedule A

** The Annual License Charge for this service is equal to the net annual license charge for the Radio Market Report multiplied by the % of Annual License Charge set forth in this column.

© 2007 Arbitron Inc.
KPER-UNI ATTACH 3/07		Initials here

Calculation of License Charges:

Individual Station Gross Annual Rate:				Percent:
Station:	See Sched A	$	*		*
Station:		$
Station:		$
Station:		$
Station:		$
Station:		$
Station:		$
Station:		$
Station:		$

First Term Year Gross Annual Rate (Combined):	$	See Sched A
LESS DISCOUNTS FOR RMR (Per Section 3):
x Continuous Service (10%):	$
x Group (at beginning of Term) [*****]	$
x Long-Term Discount:
[*****] in months 1-12 (see Section 3(c) above)	$
FIRST TERM YEAR NET ANNUAL RATE:	$	See Sched A

Station further understands and agrees that the Net Annual Rate payable during any Term year subsequent to the first Term year will vary in accordance with an applicable Group Discount, any other applicable discount, or any adjustment as specified in Sections 2, 3, 4, 6 and 11 of the Basic License Agreement.

Software Services Ordered

								% of
								Annual
	New, Renew,	License Start/	Rate	Rate	Rate	Rate	Rate	License
Software Licensed	Replacement	End Dates	Yr 1	Yr 2	Yr 3	Yr 4	Yr 5	Charge
Tapscan Systems***:	renew	See Sched A	See Sch A	*	*
Includes:         x Tapscan         x MediaMaster         x Qualitap         r PrintScan         r MStreet         r ScheduleIt         x RSP
Custom Coverage	*	*	*	*	*
PD Advantage	renew	See Sched A	See Sch A	*	*				*
MapMaker	renew	See Sched A	See Sch A	*	*				*
IRS***	*	*	*	*	*
Other: See Sch A	renew	See Sched A	See Sch A
Other: See Sch A	renew	See Sched A	See Sch A	*	*

* The Annual License Charge for this service is equal to the net annual license charge for the Radio Market Report multiplied by the % of Annual License Charge set forth in this column.

*** Services eligible for dual service discount: percent discount                %

Data Delivery:	r CD (Ship by overnight @ $14/each)	TRAINING/CONSULTING:
	x Arbitron Data Express x TapMedia	Total Training/Consulting Days: n/a @ $             / day or
Software Delivery:	x CD x Download (if available)	@ $           / half day =

Billing Options

				Surveys/Releases
Billing Options	Billing Dates	First Invoice Due	Service Ordered	Included (First/Last)
r Annually x Monthly	See Sched A	See Sched A	See Sched A	See A (Wi09-Fa11)
r Quarterly
r Annually o Monthly	See Sched A	See Sched A	See Sched A	See A
x Quarterly
r Annually r Monthly
r Quarterly
r Annually r Monthly
r Quarterly
r Annually r Monthly
r Quarterly

KPER-UNI ATTACH 32/07 #43148

2

Terms and Conditions

Any use of a computer system that processes Arbitron Data and/or Reports requires a valid license for such Data and/or Reports.

Incorporation of Basic License Agreement:

(a) All terms and conditions of the Basic License Agreement are hereby incorporated herein by reference with the same force and effect as if printed at length herein and are applicable to any Service(s) provided hereunder.

(b) In order to receive a license to and access to any Service, Station must be licensed pursuant to the Basic License Agreement.

In the event the Basic License Agreement terminates, expires or becomes suspended for any reason, this Agreement and License(s) shall terminate, expire or become suspended concurrently therewith.

Mode of Use:

Where use of a computer is necessary to access, receive and use any Services licensed under this Agreement, Station will obtain, from a vendor of its choice, computer equipment and an operating system conforming to the minimum specifications. Station acknowledges that if such conforming equipment and systems are not obtained, the Services may not operate properly.

Interruptions:

Station agrees that Arbitron is not responsible for computer, Internet and/or telephonic communications interrupted by any Services system failure, telephonic disruptions, weather, acts of God, force majeure or acts of third persons not connected with or controlled by Arbitron; nor

AGREED TO

Clear Channel Communications Inc.
STATION
200 East Basse Road
ADDRESS
San Antonio	TX	78209
CITY	STATE	ZIP
/S/ JOHN HOGAN
BY (AUTHORIZED SIGNATURE)
John Hogan
NAME (TYPE OR PRINT NAME OF PERSON SIGNING ABOVE)
Pres & CEO — CC Radio		5/4/09
TITLE		DATE

for any additional expenses incurred by Station for subsequent and/or additional computer runs necessitated by such disruptions or interruptions.

Restrictions on Station’s Use:

(a) Station agrees that it will not provide, loan, lease, sublicense or sell in whole or in part the Arbitron Data and/or Reports and/or Systems, or computer software programs or data included with such Data and/or Reports and/or Systems, to any other party or entity in any form. This restriction extends to, but is not limited to, any and all organizations selling or buying time to or from Station and any and all organizations providing data processing, software or computer services to Station.

(b) Station agrees that it will not use the Arbitron Data and/or Reports under the control of computer programs written by its employees, agents or others except as permitted by the Basic License Agreement. Arbitron makes no commitment to disclose to others the structure, format, access keys or other technical particulars of the Arbitron Data and/or Reports and/or Systems.

Special Terms or Instructions: *See Attached Schedule A

Account Manager:

Account #:

ACCEPTED BY

/S/ GREG STEPHAN

CONTRACT MANAGER

5/4/09

DATE

Arbitron Inc.
9705 Patuxent Woods Drive
Columbia, Maryland 21046-1572

3

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]

First Addendum to the
“Master Station License Agreement to Receive and
Use Arbitron Radio Audience Estimates”
Between Arbitron Inc. and Clear Channel Broadcasting, Inc.

     This is a first addendum (“Addendum”) to the “Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates” (the “Diary Agreement”), with a date of Proposal of March 27th, 2009, by and between Arbitron Inc. (“Arbitron”) and Clear Channel Broadcasting, Inc. (“Clear Channel”, “Licensee”, and/or “Station”), for a Term that commenced on January 1, 2009 and ends on December 31, 2011, and for only the radio stations listed on Schedule 1. For the avoidance of doubt, the Effective Date of the Agreement and this Addendum is January 1, 2009. Each is referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms shall have the same meaning ascribed to them as set forth in the Diary Agreement unless indicated otherwise in this Addendum. This Addendum is further comprised by Appendix A and Appendix B, both of which are attached hereto and made a part hereof. Appendix A, Appendix B, and this first addendum, is collectively referred to herein as the “Addendum”. In the event of a conflict between this Addendum and the Diary Agreement, the terms and conditions of this Addendum shall prevail.

The Parties hereto agree to amend the Diary Agreement as follows:

1. Any radio station(s) not explicitly set forth on Schedule 1, and that Clear Channel subsequently purchases, acquires an ownership interest in, and/or enters into a management** relationship with during the Term, and the radio station qualifies to be reported in an Arbitron report (the “New Station”), Clear Channel hereby expressly agrees that the New Station is required, pursuant to Section 11 of the Diary Agreement, to license at least the following Arbitron basic services: a) Local Market Report; b) Maximi$er; and, c) Arbitrends (where available).

Further, if there is a pre-existing Clear Channel owned, operated, and/or managed radio station in the same market as the New Station (the “Existing Station”), and the Existing Station is licensed to any one of the following Arbitron provided services: d) Tapscan; e) PD Advantage; f) Scarborough; and/or, g) RetailDirect, then the New Station is also required to subscribe to at least the same level of Arbitron service(s) licensed by the Existing Station.

However, Arbitron hereby agrees that Clear Channel shall not be required to subscribe for any New Station located in the Markets set forth in Appendix A until such New Station uses and/or receives any Arbitron services, data, and/or information. At that point, the New Station shall be automatically invoiced from the date that they first use and/or receive such Arbitron services, data, and/or information on a retroactive basis.

For the avoidance of doubt, the addition of any New Station(s) after the Effective Date of this Diary Agreement shall not increase any applicable Clear Channel discount provided by Arbitron, including but not limited to a Group Discount. For example, the basis for any applicable Clear Channel discount is determined in accordance with the criteria set forth under Section 17 hereof and the Diary Agreement.

1

** As used in the Addendum and the Diary Agreement, the terms “managed”, “manages”, “arrangement”, and “management”, shall mean any joint operating agreement, management or control agreement, or other similar business relationship (however designated), including but not limited to a joint sales agreement or local marketing agreement, that allows Clear Channel to exercise some degree of control over such radio station such as through an ownership interest, an operational interest, and/or some controlling aspect related to such radio station.

2. If a New Station licenses: d) Tapscan; e) PD Advantage; f) Scarborough; g) RetailDirect; and/or, h) Maximi$er Qualitative Interface, and the Existing Station is not currently licensed to any of the services d-h in this Section 2, the Existing Station is not required to license such service(s). However, for the avoidance of doubt, if an Existing Station does not license the services d-h, then such Existing Station shall not be permitted to use any such services in any manner that it is not licensed for. Clear Channel hereby agrees that any such use is in violation of Arbitron’s intellectual property rights including but not limited to copyright rights.

3. In the event that a New Station already has a pre-existing Arbitron license agreement(s) for Local Market Report, Maximi$er, Arbitrends, RetailDirect and/or Scarborough, and the Arbitron license agreement(s) [*****], such agreements shall be voided and incorporated into the Diary Agreement using the initial pricing cost per share terms described in Section 4 below, as well as the Clear Channel’s rate escalator which is [*****] for the Term of this Diary Agreement. Any such agreements will [*****].

4. For any New Station that is not a pre-existing Arbitron licensee, Clear Channel hereby expressly agrees that Arbitron may use the following calculations below for determining the License Charges associated with the New Station’s subscription for Arbitron’s Local Market Report, Maximi$er and Arbitrends services (the “Basic Services”).

a. The following calculations apply to any New Station in an Existing Station market for the Basic Services.

1) The License Charge for Arbitron’s Local Market Report service for the New Station is calculated on an average cost per share point basis, based on the average cost per share point paid by all of the Existing Stations in the applicable market.

For example, the average cost per share point is calculated by adding the total Persons 12+ AQH Share points for all of the Existing Stations in the market (two-report average in a two-report market (most recent two reports), four-report average in a four-report market (most recent four reports)).

The current year combined annual Local Market Report, Maximi$er, and Arbitrends (where Arbitrends is available) License Charges (including sample surcharges, if applicable) for all of the Existing Stations in the market is divided by the total share points to determine an average cost per share point.

That average cost per share point is then multiplied by the Persons 12+ AQH Share points of the New Station(s) to be licensed (two-report average in a two-report market (most recent two reports), four-report average in a four-report market (most recent four reports)).

2

However, the share point will be taken from the then-current report only in the event that the New Station(s) has just signed on-the-air, or undergone a format change to determine the first term year License Charge for the Local Market Report, Maximi$er and Arbitrends (where Arbitrends is available) (collectively, the “New Station Rate”).

After calculating the New Station Rate, it will become the first term year License Charge for the Local Market Report, Maximi$er, and Arbitrends (where Arbitrends is available), and will then increase at a [*****] annual rate of escalation for the New Station(s) during the Term.

b. The following calculations apply to any New Station not in an Existing Station’s market.

1) The License Charge for Arbitron’s Local Market Report service for the New Station is calculated on the average cost per share point basis, based on the average cost per share point in Clear Channel’s next three higher-ranked subscribing markets and its next three lower-ranked subscribing markets (the “Ranked Markets”).

For example, the average cost per share point is the total Arbitron RMR/max/trends/sample cost divided by the total 12+ Clear Channel station share points in the applicable market.

The current year combined annual Local Market Report, Maximi$er, and Arbitrends (where Arbitrends is available) License Charges (including sample surcharges, if applicable) for all of Clear Channel’s subscribing radio stations in the Ranked Markets is divided by the average total share points to determine an average cost per share point.

That average cost per share point for the Rated Markets is then multiplied by the total 12+ share points of the New Station to determine a final License Charge first term year rate for the Local Market Report, Maximi$er and Arbitrends (where Arbitrends is available). This first term year rate shall increase at a [*****] annual rate of escalation for the New Station(s) during the Term.

c. The Parties hereby expressly agree that the calculations set forth in Sections 4(a) and 4(b) hereinabove shall apply to any situations where a New Station(s) has not been an Arbitron licensee in the twelve (12) months immediately preceding the effective date of Clear Channel’s purchase, acquisition, obtaining an ownership interest in, and/or has a management relationship with the New Station(s).

d. The license term for any New Station(s) licensed under this Section 4 shall begin with the survey next following Arbitron’s written notice to Jess Hanson of Clear Channel or his authorized designee of Arbitron’s intent to add such New Station(s) under the Diary Agreement.

3

e. Subject to Appendix A attached hereto, Arbitron hereby agrees that Clear Channel shall not be required to subscribe for any New Station(s) until such New Station(s) uses and/or receives any Arbitron services, data, and/or information in the listed twenty-four markets. If any such use and/or receipt occurs by the New Station in one of the listed twenty-four markets in Appendix A, Clear Channel expressly agrees that the New Station(s) shall be automatically invoiced from the date the radio station first uses and/or receive such Arbitron services, data, and/or information on a retroactive basis, and the terms and conditions of Section 4 shall apply without any dispute thereof.

5. In the event a New Station and/or a Clear Channel radio station that previously was unlicensed (due to not making minimum reporting standards to be included in the RMR) appears as a reported Arbitron radio station in more than one Local Market Report, such New Station and/or Clear Channel radio station shall be automatically licensed to the Arbitron market in which Clear Channel reports the radio station’s home status.

6. New Arbitron Markets

If Arbitron opens entirely new radio markets in which Clear Channel owns, manages, and/or operates radio stations after the Effective Date of this Addendum, Clear Channel shall maintain the option to subscribe to such new markets; provided however, that Clear Channel will be required to subscribe to those new markets that are opened at the request of Clear Channel, or provided that Clear Channel is subject to the following language below***. Pricing in the new markets shall be determined in accordance with Section 4 herein. The Parties agree that, for this Section 6, the Aloha Trust Marketed Radio Station(s) and stations located in the twenty-four markets listed in Appendix A will not be considered when determining if Clear Channel owns, manages, and/or operates radio stations in a new radio market that Arbitron opens. In other words, the twenty-four markets listed in Appendix A and the markets in which the Aloha Trust Marketed Radio Station(s) will not be considered a new market for the purposes of this Agreement.

*** Clear Channel hereby expressly agrees that it must subscribe its radio stations in a new radio market that Arbitron opens under the following criteria:

a) in 2009 — none.

b) in 2010 — at least one of the new radio markets.

c) in 2011 — at least one of the new radio markets.

(a)

Rates in the new markets opened after the execution of this Addendum will be based on the average Clear Channel cost per share point (in accordance with Section 4 above) for the Clear Channel stations owned, operated, and/or managed in its next three higher-ranked subscribing markets and its next three lower-ranked subscribing markets. Once the average Clear Channel cost per share point is determined for those subscribing markets, the total 12+ share points of the Clear Channel station or radio stations owned, operated, and/or managed in the new market will be multiplied by that average cost per share point to determine the License Charges for the Local Market Report, Maximi$er and Arbitrends (where Arbitrends is available), i.e., the Basic Services.

The cost per share point for any newly created market will not exceed the average cost per share point for all Clear Channel stations within the following market groupings in which the newly created market appears. These market groupings are 1-10; 11-25; 26-50; 51-75; 76-

4

100. By way of example, if the newly created market is market 12, the cost per share point for all Clear Channel stations in market 12 will not exceed the average cost per share point for all Clear Channel stations in the 11 through 25 market grouping.

Notwithstanding the foregoing, the following language in this paragraph only applies to markets 200+. If the rate calculated hereunder Section 6(a) exceeds the Cap (defined hereinafter), then that License Charge shall apply rather than the calculated rate. However, if the rate falls below the minimum License Charge amount of [*****] per term year for each new market, then the minimum License Charge shall be invoiced. In other words, the License Charge(s) for all of Clear Channel’s radio stations in the newly created market(s) for the Basic Services (where Arbitrends is available) shall be capped at a maximum of [*****] per term year (the “Cap”), and have a minimum License Charge of [*****] per term year for each of the applicable new market(s).

(b)

During any period that Clear Channel’s radio stations in the newly opened markets are not properly licensed to the Arbitron services, the Clear Channel radio stations in such newly opened markets will neither be entitled to use the NRD service nor will be entitled to use the County Coverage service.

(c)

Clear Channel’s national and regional sales entities located outside of the newly created market (including but not limited to KMG Consolidated Radio and Clear Channel Radio Sales) will be allowed to use data for the newly created market only in conjunction with another properly licensed Clear Channel market. That is, any such entities are not permitted to use the data separately for the newly created markets. For those newly created markets that Clear Channel elects not to license, as an accommodation to Clear Channel, Arbitron will permit the national and regional Clear Channel sales entities located out of such unlicensed markets to use such data on the regional and national level through NRD, and not on the local level.

(d) In addition, for those newly created markets that Clear Channel elects not to license, Clear Channel’s radio stations located in the newly created market shall no longer be licensed to use the NRD current or past data, and it will not be entitled to use the County Coverage service in any manner whatsoever.

(e) License Charges for any Arbitron services in the newly created market shall increase at [*****] per year above the previous term year’s License Charges.

(f) Arbitron will notify Clear Channel of all radio broadcast measured markets to be created for the upcoming Spring survey by July of the preceding year. Similarly, Arbitron will notify Clear Channel of all new radio broadcast measured markets to be created for the upcoming Fall survey by July of the preceding year.

(g) The Parties hereby expressly agree that any new Arbitron license agreement, entered into pursuant to the terms of the Diary Agreement and/or this Addendum, shall immediately co-terminate with the expiration of the Term of the Diary Agreement.

7. Clear Channel hereby expressly opts to obtain the rights for all Clear Channel owned, managed, and operated radio stations to use Arbitron’s National Regional Database (“NRD”) (accessible through Arbitron’s TapWeb service), as of the effective date of this Addendum. Arbitron agrees to license such rights to Clear Channel for an annual License Charge of [*****] during the first term year (January 1, 2009 — December 31, 2009) of the Diary Agreement. The License Charge for NRD shall be increased by [*****] each calendar term year thereafter during the Term.

5

For the avoidance of doubt, Clear Channel hereby acknowledges that NRD shall only be delivered through Arbitron’s TapWeb service beginning with the Spring 2009 survey. In addition, Clear Channel hereby further acknowledges that any customized geography (such as for the State of Florida) will need to access their information through TapWeb. As a result, Arbitron shall no longer generate a Maximi$er geographic csar (for the State of Florida used for exemplary purposes only).

8. Clear Channel may neither assign nor transfer any license agreements and/or rights associated with Arbitron’s NRD service unless such assignment and/or transfer is in its entirety. In addition, such annual License Charge set forth in Section 7 is a corporate charge to be billed at a corporate level and not at a market level.

9. Clear Channel expressly agrees that any use of Arbitron’s Summary Level Dataset and/or Arbitron’s Nationwide Dataset, which may be provided under a separate processor agreement between Arbitron and Clear Channel, is limited to use only by Clear Channel’s owned, operated, and/or managed radio stations, and any Clear Channel corporate executives overseeing such radio properties.

For the avoidance of doubt, any other entity associated with Clear Channel (including but not limited to networks, rep. firms, traffic/commuter services, consultants, or the like), must obtain their own separate Arbitron license agreement to access, use, and/or receive Arbitron’s Summary Level Dataset, and/or Arbitron’s Nationwide Dataset.

10. Clear Channel corporate shall receive Arbitron’s Corporate Roll-Up service during the Term at no additional License Charge; provided however, that Clear Channel properly subscribes to Arbitron’s Basic Services available in all applicable Markets in which Clear Channel manages, owns, and/or operates radio stations.

Arbitron hereby agrees that if the Aloha Trust Marketed Radio Station(s), as set forth on Appendix B hereof, are no longer managed by Clear Channel, such actions by Clear Channel as it solely pertains to the Aloha Trust Marketed Radio Station(s) shall not impact Clear Channel’s corporate roll-up no charge status.

11. Clear Channel’s radio stations, as set forth on Schedule 1, are hereby granted ‘full market access,’ which is defined as an Arbitron limited, personal, and revocable license to use data from all Arbitron syndicated radio broadcast measured markets, accessed through Arbitron’s Maximi$er and Nationwide services. This may include data from Arbitron radio broadcast measured markets in which Clear Channel does not own, operates, and/or manages radio stations.

Moreover, if Clear Channel begins management, operation, ownership, or the like, of any radio stations in markets not listed on Schedule 1, this ‘full market access’ right under Section 11 shall be immediately and automatically revoked.

If Clear Channel owns, manages, and/or buys a New Station(s) in a market not set forth on Schedule 1, then Clear Channel hereby expressly agrees that such New Station(s) must properly subscribe with Arbitron in order for it to maintain its full market access under this Section 11 of the Addendum.

12. In the event that Arbitron entirely replaces the diary-based ratings service in any market(s) that Licensee is a current subscriber to with an electronic media measurement service as the sole form of audience measurement for radio in that particular market, either Party may terminate any, all, or a portion of the Arbitron license agreements with 60 days written notice prior to implementation of such new electronic media measurement technology in the affected

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market(s). After such implementation of the new technology in the affected market(s), neither Party shall have the right to terminate the Arbitron license agreements except as provided in the Arbitron license agreements.

13. Arbitron hereby expressly agrees that Clear Channel shall have the right to cause Arbitron to end all billing for the Diary Agreement on December 31, 2011, by incorporating any License Charge(s) scheduled to roll-over into calendar year 2012 into Arbitron’s October, November and December 2011 invoices in pro-rated equal amounts for the affected markets (the “Invoice Right”). Clear Channel’s Invoice Right shall only be exercisable if Clear Channel, in its sole discretion, opts to provide written notice to Arbitron that it is exercising the Invoice Right.

For the avoidance of doubt, Clear Channel hereby expressly agrees that the License Charge rate shall remain the same; but, that Arbitron is simply advancing the invoicing for the License Charges in accordance with the exercise of Clear Channel’s Invoice Right. If requested by Clear Channel to exercise its Invoice Right, it must provide Arbitron advance written ninety (90) day notice that it desires for the License Charges to be invoiced in accordance with this Section 13.

14. In the event that Arbitron replaces its RetailDirect qualitative service with its Scarborough service in markets that Clear Channel is a licensee of the RetailDirect qualitative service, Clear Channel shall have the right to cancel its RetailDirect license agreements for the affected market with at least sixty (60) days advance written notice to Arbitron prior to such implementation.

This right to cancel may only be exercised by Clear Channel if the replacement of its RetailDirect qualitative service with a Scarborough service in markets that Clear Channel is a licensee of the RetailDirect qualitative service, and such replacement results in an increase of Clear Channel’s License Charges. If the License Charges do not increase, then Clear Channel may not exercise this cancellation right under this Section 14.

15. In the event that Arbitron develops new radio measurement services that are available for commercial licensing in markets in which Clear Channel owns, operates, and/or manages radio stations that are currently licensed to Arbitron services, Clear Channel shall not be required to subscribe to such new radio measurement services in those markets. In addition, this right shall also be applicable to any Arbitron radio measurement services that are currently available in some radio markets as of the date of the execution of this Addendum, and later introduced into other radio markets in which they were not available as of the date of execution of this Addendum.

16. In the event that either Party discovers a clerical and/or typographical error in the calculation of any License Charge(s) in any of the attachments, Schedule 1, the Diary Agreement, and/or the Addendum, each Party hereby agrees to revise the affected License Charge(s) in accordance with the provisions of this Addendum, and in good faith.

17. Discounts. Arbitron and Clear Channel hereby agree that Arbitron’s Group Discount eligibility policy shall be applicable during the Term of this Agreement. Further, any modification of any applicable Clear Channel discount under this Agreement, shall not be considered a modification, redetermination, or the like, of Station’s Annual Gross Rate, License Charge, Rate, or the like, that enables Clear Channel and/or Clear Channel’s radio station(s), and/or Station to terminate the affected license agreement and/or particular market.

Clear Channel hereby expressly agrees that any termination and/or cancellation notice (or request that results in a reduction in Clear Channel’s service level) without Arbitron’s agreement to such under this Addendum and/or other license agreements with Arbitron may affect the various service level discounts that it is entitled to under the applicable Arbitron license

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agreement, and that Arbitron has the sole discretion to adjust such discounts in accordance with the service level discount eligibility as a policy consequence thereof.

18. Arbitron hereby acknowledges that the radio stations set forth on Appendix B are actively being marketed by Clear Channel for sale as of the effective date of this Addendum, and have been placed in a trust (the “Aloha Trust Marketed Radio Stations”). If Clear Channel sells, transfers ownership in, or transfers any management interest in the Aloha Trust Marketed Radio Stations, then Arbitron hereby agrees to the following, provided however, that the new owner and/or management does not wholly assume the Arbitron license agreements associated with such Aloha Trust Marketed Radio Stations, and provided that neither Clear Channel nor any of its radio stations are in breach of the Diary Agreement and/or Addendum during the Term:

a.

Clear Channel expressly agrees that it shall remain liable for the remainder of the current term year for all of the License Charges arising under any and all of the Arbitron license agreements for the applicable Aloha Trust Marketed Radio Station(s) from the effective closing date that the Aloha Trust Marketed Radio Station(s) was sold and/or transferred (whether as an ownership interest or management interest); or

b.

Clear Channel expressly agrees that it shall remain liable for the following (6) six months of all the License Charges arising under any and all of the Arbitron license agreements for the applicable Aloha Trust Marketed Radio Station(s) from the effective closing date that the Aloha Trust Marketed Radio Station(s) was sold and/or transferred (whether as an ownership interest or management interest).

Clear Channel expressly agrees that it shall be liable for whichever amount is greater as calculated under either Sections 18(a) or 18(b) herein.

If such sale, transfer of ownership in, or transfer of management interest in the applicable Aloha Trust Marketed Radio Station(s) occurs during the final term year of the Diary Agreement (January 1, 2011 — December 31, 2011), and less than six months remain for the Term, then, Clear Channel hereby agrees that it shall be liable for the remainder of the final term year of License Charges applicable for the services.

19. County Coverage printed reports will be provided to all Clear Channel radio stations that are licensed to non-metro counties and that do not qualify for reporting in any Local Market Report. This applies to all radio stations owned and/or managed by Clear Channel at the date of execution of this Diary Agreement, plus the next twenty-five (25) radio stations meeting the aforementioned criteria that are purchased and/or managed by Clear Channel during the Term of the Arbitron License Agreement. An annual County Coverage fee of [*****] per radio station shall be charged for any Clear Channel radio stations beyond those additional twenty-five (25).

20. The use of an “*” (asterisk) in the Diary Agreement shall refer to the Schedule 1 Attachment, attached to the Diary Agreement and made a part thereof (the “Attachment”).

21. Section 3(a) is deleted in its entirety.

22. Section 5(a), insert the following new sentence before the first sentence of the Subsection: “Arbitron shall invoice Station for any payments due hereunder, and payment shall be due and payable no later than thirty (30) days after the date of such invoice.”

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23. Section 5(c), line 6, insert “that have been issued broadcast licenses by the FCC (this does not apply to parent corporations Clear Channel Communications, Inc. or Clear Channel Broadcasting, Inc.),” after “Station or any of Station’s affiliated, subsidiary or related corporations or entities” and before “regardless of whether...”.

24. Section 5(d), line 6, delete “or its station(s)” and replace it with “or those entities described in 5(c) above”.

25. Section 6(b), line 10, replace “ten (10) days” with “ten (10) business days”.

26. Section 6(c) is deleted and replaced with the following new language:

“In the event of a force majeure occurrence, and to the extent beyond the reasonable control of Arbitron, including, but not limited to, civil disturbance, war, or other casualty, government regulations or acts or acts of God, and/or postal interruptions, Arbitron may increase the Gross Annual Rate hereunder, if such force majeure event results in a cost increase to Arbitron which Arbitron explains in writing to Clear Channel and such increase is applied to the majority of Arbitron’s customers who license similar services as licensed hereunder (nothing in this passage shall not entitle Clear Channel to audit the business books and/or records of Arbitron). If Arbitron increases the license rates charged for one or more of the aforementioned reasons, it shall give prior written notice to Clear Channel. Clear Channel may, within a 30-day period following such notice, cancel the unexpired Term of the Agreement for only the Data and/or Reports and/or Services and Market for which Arbitron has increased its Rate pursuant to such notice (all other terms and conditions of the Agreement in the unaffected Markets shall remain in full force and effect), by written notice pursuant to Section 15(a), without cancellation charge or other cost, effective on the date the new Gross Annual Rate would have become effective. In the absence of such timely cancellation, this Agreement shall continue and the new Gross Annual Rate shall become payable as stated in Arbitron’s notice and thereafter.”

27. Section 7, second paragraph, add the following sentence after the last sentence of the paragraph ending with “. . . an infringement of Arbitron’s copyright”: “Arbitron hereby agrees that Clear Channel may reference any of Arbitron’s services and/or use the Arbitron logos, trade names, and/or service marks; provided however, such reference and/or use is consistent with the normal course of business (e.g., sales presentations) for Clear Channel and/or its radio stations, and further that such reference and/or use does not disparage Arbitron or otherwise involve any action which one would consider an act of moral turpitude.”

28. Section 7, third paragraph starting with “In the event” is hereby deleted in its entirety and replaced with the following new sentence:

“In the event that a Report for the Markets listed in Section 1 of this Agreement is delivered after the expiration of the Term of this Agreement, Station’s license to use that Report shall continue under the terms and conditions of this Agreement until the release of the next survey Report in the applicable licensed Market, or, if Arbitron does not release a new survey Report in the applicable licensed Market and provides Station with written notice after such Report is delivered, six (6) months after such Report’s release, whichever occurs earlier.”

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29. Section 10, last paragraph starting with “In the event” is hereby deleted in its entirety.

30. Section 11, first paragraph, delete the second sentence and replace it with the following new sentences:

“Notwithstanding the foregoing sentence, in the event that Clear Channel sells all or substantially all of Clear Channel’s assets of one or more of its radio stations licensed hereunder, Clear Channel may assign its rights and obligations applicable to such sold radio station(s) without Arbitron’s consent, provided: (i) Clear Channel provides written notice to Arbitron as soon as such notice would not violate any SEC rules and/or regulation, but in no event not less than thirty (30) days prior to the effective date of any assignment, (ii) the entity acquiring the radio station enters into Arbitron’s standard form license agreement(s) for the relevant services being assigned (this Amendment or any other amendment created for Clear Channel shall not pass to the acquiring station), (iii) Clear Channel shall be permitted to assign the applicable License Charges for the services licensed for such sold radio stations(s) but excluding any Clear Channel specific discounts or other general Arbitron discounts which the acquiring station would not otherwise be entitled. Further, the rates applicable to the assignment are at all times subject to Arbitron’s right to redetermine the rate to be charged to the assignee if such assignment results in an expanded use of the Data or Reports. However, in the event that Arbitron determines that such assignee is a competitor of Arbitron, such determination to be in the sole and absolute discretion of Arbitron, Arbitron shall have the right to reject the assignment, however, in the event of such rejection the services and applicable license fees for such sold radio station shall be terminated.”

31. Section 11, second paragraph, second sentence, insert “covered by this Agreement” after “. . . one of its radio stations” and before “, Station remains fully . . .”.

32. Section 11, third paragraph, line 2, delete “(including the use of digital subchannels)”.

33. Section 11, third paragraph, delete the second sentence starting with “In the event of such occurrence” and replace it with the following new language:

“In the event of such occurrence, Station agrees that such new station(s) shall be treated as set forth in the Addendum and that Arbitron may redetermine Station’s Gross Annual Rate (in accordance with this Addendum) to reflect the use of the Services by the new radio station (it being understood that the Gross Annual Rate applicable to existing Clear Channel stations licensed hereunder prior to such occurrence will not increase).”

34. Section 11, fourth paragraph, the following new language is added to the end of the only sentence starting with “Station further agrees that . . .”: “(such redetermined Gross Annual Rate is to reflect the use of the Services licensed by the new radio station, and the Gross Annual Rate applicable to existing Clear Channel stations licensed hereunder prior to such occurrence will not increase).”

35. Section 13(b), line 4, insert “reasonable” before “judgment” and after “in its”.

36. Section 15(d) is hereby deleted in its entirety.

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37. Section 15(g), line 4, delete “for any reason” and replace it with “in the event Arbitron ceases to produce such Services”.

38. Section 15(h) is hereby deleted in its entirety.

39. Each Party hereby expressly agrees that if a party is determined by a court of competent jurisdiction to be in breach of this Addendum and/or the Diary Agreement, then the non-breaching Party shall be entitled to all reasonable costs associated with such breach, including but not limited to attorney’s fees.

40. Joint Preparation. This Addendum and the Diary Agreement have been jointly prepared and negotiated by the Parties and their respective attorneys, and neither the language nor any of the provisions of the Addendum and/or the Diary Agreement shall be construed more strictly for and/or against either Party as a result of each Parties’ participation in such preparation and negotiations.

41. Breach. Clear Channel hereby expressly agrees that if it is in breach of this Agreement and/or Addendum with Arbitron, and such breach is not cured within thirty (30) days after Arbitron provides notice of such breach to Jess Hanson and/or his designee at Clear Channel, then Arbitron shall be entitled to at least all legal costs associated with such breach; provided however, that a court of competent jurisdiction determines that Clear Channel was in breach of the Diary Agreement and/or Addendum.

42. Clear Channel (or its affiliates) and Arbitron are also Parties to additional Arbitron license agreements (the “Other Agreements”) of even date herewith. To the fullest extent feasible, any modifications to the Diary Agreement set forth in this Addendum shall apply equally to the Other Agreements (it being understood that certain Section references in the Other Agreements may be different from Section references in the Diary Agreement). Both Parties further agree that additional license agreements executed after the date herewith may also be added by mutual written agreement and governed under this Section 42.

All other terms and conditions of the Diary Agreement shall remain in full force and effect.

AGREED TO:		ACCEPTED BY:
Clear Channel Broadcasting, Inc.		Arbitron Inc.
By:	/s/ John Hogan John Hogan	By:	/s/ Greg Stephan  Contracts Manager
Title: Pres & CEO — CC Radio		Date: 5/4/09
Date: 5/4/09
Clear Channel Broadcasting, Inc.		Arbitron Inc.
200 E. Basse Road		9705 Patuxent Woods Drive
San Antonio, TX 78209		Columbia, MD 21046

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EX-31.1

Exhibit 31.1

302(a) CERTIFICATION

I, Michael P. Skarzynski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2009

/s/ Michael P. Skarzynski  

Michael P. Skarzynski 

Chief Executive Officer, President, and Director 

EX-31.2

Exhibit 31.2

302(a) CERTIFICATION

I, Sean R. Creamer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2009

/s/ Sean R. Creamer  

Sean R. Creamer 

Executive Vice President of Finance and Planning
and Chief Financial Officer 

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
(18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Arbitron Inc. (the “Company”), each hereby certifies that, to his knowledge, on the date hereof:

(a)	the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2009, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael P. Skarzynski  

Michael P. Skarzynski 

Chief Executive Officer 
Date: August 5, 2009

/s/ Sean R. Creamer  

Sean R. Creamer 

Chief Financial Officer
Date: August 5, 2009