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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K


þ		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the fiscal year ended December 31, 2010
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		52-0278528
(State or other jurisdiction of incorporation or organization)		(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class Registered		Name of Each Exchange on Which Registered
Common Stock, par value $0.50 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o

(Do not check if a smaller reporting company)

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 aggregate market value of the registrant’s common stock as of June 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter (based upon the closing sale price of Arbitron’s common stock as reported by the New York Stock Exchange on that date), held by nonaffiliates, was $678,332,961.

The number of shares outstanding of the registrant’s common stock, par value $0.50 per share, as of the latest practicable date, February 22, 2011: 27,070,731 shares

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2011 annual meeting of stockholders, which proxy statement will be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2010.

Arbitron owns or has the rights to various trademarks, trade names or service marks used in its radio audience ratings 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^tm, Arbitron PPM^®, PPM 360^tm, 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^®, Mscore^tm and Media Rating Council^® referred to in this Annual Report on Form 10-K are the registered trademarks of others.

FORWARD-LOOKING STATEMENTS

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

In this report, Arbitron Inc. and its subsidiaries may be referred to as “Arbitron,” or the “Company,” or “we,” or “us,” or “our.”

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron 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:


	•	successfully maintain and promote industry usage of our services, a critical mass of broadcaster encoding, and the proper understanding of our audience ratings 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;

	•	successfully obtain and/or maintain Media Rating Council, Inc. (“MRC”) accreditation for our audience ratings services;

	•	successfully launch our cross-platform initiatives;

	•	support our current and future services by designing, recruiting and maintaining research samples that appropriately balance quality, size and operational cost;

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

	•	successfully manage costs associated with cell phone household recruitment and targeted in-person recruitment;

	•	successfully manage the impact on our business of the current economic environment 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;

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

	•	effectively respond to rapidly changing technologies by creating proprietary systems to support our research initiatives and by developing new services that meet marketplace demands in a timely manner;

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

	•	manage and process the information we collect in compliance with data protection and privacy requirements;

	•	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; and

	•	renew contracts with key customers.

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 this report, and other factors noted in Management’s Discussion and Analysis of Financial Condition and Results of Operations, particularly those noted under “Critical Accounting Policies and Estimates,” and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements represent our expectations only as of the day we first filed this annual report with the Securities and Exchange Commission 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.

PART I


ITEM 1.	BUSINESS

Arbitron Inc., a Delaware corporation, was formerly known as Ceridian Corporation (“Ceridian”). Ceridian was formed in 1957, though a predecessor began operating in 1912. We commenced our audience research business in 1949. Our principal executive offices are located at 9705 Patuxent Woods Drive, Columbia, Maryland 21046 and our telephone number is (410) 312-8000.

Overview

We are a leading media and marketing information services firm primarily serving radio, advertising agencies, cable and broadcast television, advertisers, retailers, out-of-home media, online media 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.

We refer to our local and network radio audience ratings services, collectively, as our syndicated services. We provide radio audience estimates and related services in the United States to radio broadcasters, advertising agencies, and advertisers. We estimate the size and demographics of the audiences of radio broadcasters in local markets in the United States and report these estimates and certain related data as ratings to our customers. Our customers use the information we provide for valuing and executing advertising transactions. Broadcasters use our data to price and sell advertising time, and advertising agencies and advertisers use our data in purchasing advertising time. Our Radio’s All Dimension Audience Research (“RADAR”) service estimates national radio audiences and the size and composition of audiences of network radio programs and commercials.

We also provide software applications that allow our customers to access our databases and enable our customers to more effectively analyze and understand that information for sales, management, and programming purposes. Some of our software applications also allow our customers to access data owned by third parties, provided the customers have a separate license to use such third-party data.

In addition to our core radio ratings services, we provide qualitative measures of consumer demographics, retail behavior, and media consumption in local markets throughout the United States. We provide non-syndicated research services to companies that are seeking to demonstrate the value of their advertising propositions. We also market our quantitative and qualitative audience and consumer information to customers outside of our traditional base, such as the advertising sales organizations of local cable television companies, national cable and broadcast television networks, and out-of-home media sales organizations.

We have developed our electronic Arbitron Portable People Meter^tm (“PPM^tm”) service of audience ratings for commercialization in the United States and have licensed our PPM technology to a number of international media information services companies to use in their media audience ratings services in specific countries outside of the United States. See “Item 1. Business — Portable People Meter Service” below.

Our quantitative radio audience ratings services have historically accounted for a substantial majority of our revenue. The radio audience ratings service and related software represented 88 percent, 88 percent and 87 percent of our total revenue in 2010, 2009, and 2008, respectively. Our revenue from continuing operations from domestic sources and international sources was approximately 99 percent and one percent for the year ended December 31, 2010, 98 percent and two percent of our total revenue for the year ended December 31, 2009, and 99 percent and one percent for the year ended December 31, 2008, respectively. Additional information regarding revenues by service and by geographical area is provided in Note 19 in the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K.

Corporate Strategy

Our leading strategic objectives include further strengthening our radio audience ratings business, maintaining a competitive position, and expanding our information services to a broader range of media, including broadcast television, cable, out-of-home media, satellite radio and television, Internet broadcasts, mobile, place-based and other media. We believe there is an opportunity to leverage the unique capabilities of the PPM technology to provide advertisers with stronger return on investment tools that can follow today’s mobile consumers’ media consumption across multiple platforms. We refer to this strategy as our “cross-platform” initiative. Key elements of our strategy to pursue these objectives include:


	•	Enhancing the value of our services for our customers. We intend to continue to invest in research and quality improvements while increasing utility in our radio audience ratings services. We plan to facilitate this by engaging with our customers, listening to and understanding their needs and requirements, and providing solutions that are competitive on price, quality, and value.

	•	Building on our experience in the radio audience ratings industry and our PPM technology to expand into new services. We have launched our cross-platform initiative to explore opportunities to deploy our PPM technology to develop new information services for other types of media and/or cross-platform media.

	•	Diversifying revenues. We believe that growth opportunities exist in adjacent markets and intend to work to expand our customer base by developing and marketing new information services designed to assist customers in implementing marketing strategies.

	•	Developing and commercializing the next-generation data collection and processing techniques. Our businesses require sophisticated data collection and processing systems, software and other technology. In light of the dynamic nature of the media industry, including in the digital space, we will need to continue to evolve our data collection, processing and software systems.

	•	Deploying resources. We compete against companies that are larger and have greater capital and other resources. We will explore and evaluate strategic opportunities to effectively deploy our resources and better enable us to compete with such companies.

	•	Expanding our international PPM business. We continue to explore opportunities to license our PPM technology into selected international regions, such as Europe and the Asia/Pacific regions. We believe there is an international demand from global advertisers and media for quality audience information.

Industry Background and Markets

Since 1965, we have delivered to the radio industry timely and actionable radio audience estimates and other information based on information collected from a representative sample of radio listeners. The presence of independent audience estimates in the radio industry has helped radio broadcasters to price and sell advertising time, and advertising agencies and advertisers to purchase advertising time. The Arbitron ratings have also become a valuable tool for use in radio programming, distribution, and scheduling decisions.

In recent years, multiple sources of media have competed for consumer’s attention. As audiences have become more fragmented, advertisers have increasingly sought to tailor their advertising strategies to target specific demographic groups through specific media and across multiple types of media. The audience information needs of radio broadcasters, advertising agencies, and advertisers have correspondingly become more complex. Increased competition, including from nontraditional media, such as the Internet, and more complex informational requirements have heightened the desire of radio broadcasters for more frequent and timely data delivery, improved information management systems, larger sample sizes, and more sophisticated means to analyze this information. In addition, there is a demand for high-quality radio and television audience information internationally from the increasing number of commercial, noncommercial, and public broadcasters in other countries.

As the importance of reaching specific audiences with targeted marketing strategies increases, broadcasters, publishers, advertising agencies, and advertisers increasingly require that information regarding exposure to content in advertising is provided on a more granular basis and is coupled with more detailed information regarding lifestyles and purchasing behavior of consumers. We believe the desire to integrate purchase data information with

advertising exposure information and our ability to estimate a single consumer’s cross-platform advertising exposure may create future opportunities for innovative approaches to satisfy these information demands.

Portable People Meter Technology

Since 1992, we have pursued a strategy of evolving our audience ratings service in the largest markets from diaries, which are completed by hand and returned by mail from survey participants, to portable electronic ratings devices, which passively collect information regarding exposure of survey participants (whom we refer to as “panelists”) to encoded media without additional manual effort by the panelists beyond carrying the device. We have pursued this strategy in an effort to improve quality by taking advantage of new technological capabilities and to address the vast proliferation of media delivery vehicles, both inside and outside of the home. As of the end of 2010, we have commercialized the PPM ratings service in 48 of the largest United States local markets.

Our proprietary PPM technology is capable of collecting data regarding panelists’ exposure to encoded media for cross-platform programming and advertising purposes including, among others, broadcast and satellite radio, broadcast, cable and satellite television, Internet, mobile, and retail in-store audio and video broadcasts. The PPM device automatically detects proprietary codes that are inaudible to the human ear, which broadcasters insert in the audio portion of their programming using technology and encoders we generally license to the broadcasters at no cost. We refer to the insertion of our proprietary codes into the audio portion of broadcasters’ programming as “encoding” the broadcast. These proprietary codes identify the encoded media to which a panelist is exposed throughout the day and when the panelist is exposed to it without the panelist having to engage in any recall-based manual recording activities. The PPM device automatically sends the collected codes to Arbitron for tabulation and use in creating our audience estimates.

We believe there are many advantages to our PPM technology. It is simple and easy for panelists to use. It requires no button pushing, recall, or other effort by the panelist to identify and record media to which they are exposed. The PPM technology can passively detect exposure to encoded media by identifying each source using our unique identification codes. We believe the PPM service can help support the media industry’s increased focus on providing accountability for the investments made by advertisers. It helps to shorten the time period between when programming runs and when audience estimates are reported, and can be utilized to provide cross-platform ratings from the same panelist. The PPM technology also produces high-quality compliance data, which we believe is an additional advantage that makes the PPM data more accountable to advertisers than various recall-based data collection methods, such as diaries. The PPM technology can produce more granular data than the recall-based data collection methods, such as diaries, including minute by minute exposure data, which we believe can be of particular value to media programmers. Because our PPM ratings service panels have larger weekly and monthly samples than our Diary service, the audience estimates exhibit more stable listening trends between survey reports. Also, our PPM technology can be leveraged to measure audiences of out-of-home media, print, new digital platforms, mobile, time-shifted broadcasts (such as media recorded for later consumption using a DVR or similar technology), and broadcasts in retail, sports, music, and other venues.

On June 21, 2010, we announced our new generation of audience ratings technology, the PPM 360^tm device, which uses wireless cellular technology to transmit media exposure data without the need for panelists to dock the PPM device in a base station. We intend to gradually introduce this technology into our PPM panels.

The Audience Reaction service offered by Media Monitors, LLC (“Media Monitors”), an affiliate of Clear Channel Communications, Inc. (“Clear Channel”), allows Media Monitors to combine our PPM data with its airplay information to provide a service designed to help radio programmers who also license our data hear what audio was broadcast while observing changes in the audience estimates. Media Monitors uses minute-level data from our PPM ratings service for the Mscore^tm index, which estimates how much a particular song aids in radio listenership retention. We receive a royalty from Media Monitors in connection with these services.

Radio Audience Ratings Services

Challenges

We face a number of challenges in our radio audience ratings services. Two such challenges are achieving and/or maintaining optimal response rates and sample proportionality. Response rates are one measure of our effectiveness in obtaining consent from persons to participate in our surveys and panels. Overall response rates for all survey research have generally declined over the past several decades, and Arbitron has been adversely impacted by this industry trend. Another measure often employed by users of our data to assess quality in our ratings is sample proportionality, which refers to how well the distribution of the sample for any individual survey compares to the distribution of the population in the local market. We strive to achieve representative samples. It has become increasingly difficult and more costly for us to obtain consent from persons to participate in our surveys and panels. We strive to achieve a level of both sample proportionality and response rate sufficient to maintain confidence in our ratings, the acceptance by the industry, and support accreditation by the Media Rating Council, Inc. (the “MRC”).

We have worked to address this decline through several initiatives, including various incentive programs. If response rates continue to decline or the costs of recruitment initiatives significantly increase, our radio audience ratings business could be adversely affected. 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.

In an effort to address these challenges, we established internal benchmarks that we strive to achieve for sample proportionality and have instituted a number of methodological enhancements. It is more expensive for us to recruit cell phone households and conduct in-person recruiting. Because we intend to continue to increase the number of cell phone households in our samples and conduct in-person recruiting, we expect that the expenditures required to support these methods will be material. We currently anticipate that the aggregate cost of cell phone household recruitment for the PPM and Diary services and targeted in-person recruitment for the PPM service will be approximately $14 million in 2011.

Portable People Meter Ratings Service

Collection of Listener Data Through PPM Methodology. Through our PPM ratings service, we gather data regarding exposure to encoded audio material using our PPM devices. We randomly recruit a sample panel of households to participate in the service (all persons aged six and older in the household). We ask the household members to participate in the panel for a period of up to two years, carrying their devices throughout their day. Panelists earn points based on their compliance with the task of carrying the device. Longer carry time results in greater points, which are the basis for monthly cash incentives we pay to our panelists. Demographic subgroups that our experience indicates may be less likely to comply with the survey task of carrying the device, such as younger adults, are offered higher premiums based on their compliance with the survey task. We consider the amount of the cash incentive that we pay to the PPM panelists to be proprietary information.

The PPM device collects the codes and adds a date/time stamp to each listening occasion and the information is transmitted to Arbitron for processing, tabulation, and analysis in producing our listening estimates. We issue a ratings report in each measured market for 13 unique four-week ratings periods per year. We also issue interim weekly reports to station subscribers for programming information. Users access our ratings estimates through an Internet-based software system that we provide.

Commercialization. In 2010, we completed our previously announced plan to commercialize progressively our PPM ratings service in 48 of the largest United States radio markets. We may choose to commercialize our PPM ratings service in additional markets in the future. We refer to each of the 48 United States radio markets in which we have commercialized our PPM service as a “PPM Market” and collectively, as the “PPM Markets.”

During 2007 and 2008 combined, we commercialized the PPM ratings service in 14 local markets. During 2009, we commercialized the PPM ratings service in 19 local markets. During 2010, we commercialized the PPM ratings service in 15 additional local markets.

Media Rating Council Accreditation

The MRC is a voluntary, nonprofit organization, comprised of broadcasters, advertisers, advertising agencies, and other users of media research that reviews and accredits audience ratings services. The MRC accreditation process is voluntary and there is no requirement, legal or otherwise, that rating services seek accreditation or submit to an MRC audit. MRC accreditation is not a prerequisite to commercialization of any of our audience ratings services.

Although accreditation is not required, we are pursuing MRC accreditation for several of our syndicated audience ratings services. We currently intend to continue to use commercially reasonable efforts in good faith to pursue MRC accreditation of our PPM ratings service in each PPM Market where we have commercialized or may commercialize the service in the future. We believe that we have complied with and intend to continue to comply with the MRC Voluntary Code of Conduct (“VCOC”) in each PPM Market prior to commercializing our PPM ratings service in that market. The VCOC requires, at a minimum, that we complete an MRC audit of the local market PPM service, share the results of that audit with the MRC PPM audit subcommittee, and disclose “pre-currency” impact data prior to commercializing the PPM ratings service in that local market. In accordance with the VCOC, we did complete an MRC audit and disclose pre-currency data for each PPM Market prior to commercialization of the service in that market. For more information regarding MRC accreditation, see “Item 1. Business — Governmental Regulation.”

As of the date we filed this Annual Report on Form 10-K with the SEC, the quarter-hour-based radio ratings data produced by the PPM ratings service in three local markets, Houston-Galveston, Riverside-San Bernardino, and Minneapolis-St. Paul, are accredited by the MRC. We have applied for accreditation in each local market where we have commercialized the PPM ratings service. As we have disclosed, the MRC has previously denied accreditation in certain of the markets and we continue to seek accreditation in all unaccredited PPM Markets.

2010 PPM Ratings Service Quality Improvement Initiatives. In operating our PPM ratings service, we experienced and expect to continue to experience challenges similar to those we face in our Diary-based service, including several of the challenges related to sample proportionality and response rates described above in “— Challenges.” We expect to continue to implement additional measures to address these challenges.

Since launching our PPM ratings service, we have implemented a number of initiatives and announced additional forthcoming initiatives. We believe these steps reflect our commitment to ongoing improvement and our responsiveness to feedback from several governmental and customer entities. We believe these commitments and enhancements, which we refer to, collectively, as our continuous improvement initiatives, are consistent with our ongoing efforts to obtain and maintain MRC accreditation and to continuously improve our radio ratings services. We expect that our continuous improvement initiatives will likely require expenditures that may be material in the aggregate.

In addition to our previously announced continuous improvement initiatives, we announced several new initiatives during 2010. In connection with a February 2010 proposal to the United States House of Representatives Committee on Oversight and Government Reform, we proposed a number of initiatives, which are designed to enhance our PPM methodology and to help our efforts to achieve MRC accreditation of the data produced by our PPM ratings service in each PPM Market. One of the proposals was to introduce a multimodal recruitment approach that is intended to increase the participation rate of key segments of our sample that are more likely to be comprised of youth and minorities.

On April 22, 2010, we announced that we would add targeted in-person recruitment to our multi-faceted PPM panelist recruitment approach that had previously included mailings and phone calls. In-person recruitment can benefit all broadcasters as it targets population segments that are more likely to be reachable only by cell phone — including youths and minorities. We also announced that we will use address-based sampling to further improve geographic proportionality. We began targeted in-person recruiting in July 2010 in portions of the New York, Dallas, and Miami high density Black and Hispanic areas as defined by us. By the end of 2010, we had deployed in-person recruiting in the high density Black and Hispanic areas in approximately half of all PPM Markets. We plan to implement address-based sampling and expand targeted in-person recruiting across all geographies of all PPM Markets by the end of 2011.

We have also undertaken several initiatives focused on minority broadcasters, including: (i) increasing minority broadcaster representation on our Radio Advisory Council; and (ii) increasing our collaborative activities with radio broadcasters in an effort to expand minority radio advocacy with advertisers.

Throughout 2010, we invested in other PPM ratings service quality enhancements. We implemented an eight percent sample size increase in PPM Markets and plan to implement an additional two percent sample size increase by mid-year 2011. The representation of persons residing in cell phone households were increased to approximately 25% on average across all PPM Markets, other than Houston-Galveston. In 2010, we introduced the reporting of country of origin information for Hispanic panelists in the PPM ratings service, and we tested, and in some cases implemented, new techniques and contact methods to improve panel compliance.

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 ratings service, and manage increased costs for data collection, arising, among other ways, from increased cell phone household recruiting and targeted in-person recruiting. We maintain an ongoing commitment to continuous improvement and obtaining and/or maintaining MRC accreditation in all of our PPM Markets, and strive to develop and implement effective and efficient technological solutions to measure cross-platform media and advertising.

Diary Service

Collection of Listener Data Through Diary Methodology. We use listener diaries to gather radio listening data from a random sample group of persons aged 12 and over in households in the 242 United States local markets in which we currently provide Diary-based radio ratings. Participants in Arbitron surveys are currently selected at random, and we contact them by telephone to solicit their agreement to participate in the survey. When participants in our Diary survey (whom we refer to as “diarykeepers”) agree to take part in a survey, we mail them a small, pocket-sized diary and ask them to record their listening in the diary over the course of a seven-day period. We ask diarykeepers to report in their diary the station(s) to which they listened, when they listened and where they listened, such as home, car, work, or other place. Although survey periods are 12 weeks long, no participant keeps a diary for more than seven days. Each diarykeeper receives a diary, instructions for filling it out and a small cash incentive. The incentive varies according to markets and demographic group and may include certain incentives designed to encourage response from demographic groups less likely to return diaries. In addition to the cash incentives included with the diaries, further cash incentives are used at other points in the survey process along with other communications such as follow-up letters and phone calls to maximize response rates. Diarykeepers mail the diaries to our operations center, where we conduct a series of quality control checks, enter the information into our database, and use it to produce periodic audience listening estimates. In 2010, we received and processed more than 850,000 diaries to produce our audience listening estimates. We measure each of our local markets at least twice each year, and larger markets four times per year.

2010 Diary Service Quality Improvement Initiatives. Throughout 2010, we invested in Diary service quality enhancements. As part of our continuous improvement program, we intend to continue to invest in Diary service quality enhancements going forward. Set forth below is a description of several of the significant Diary service quality initiatives we implemented in 2010, including cell phone sampling. As the needs of our customers and the service continue to evolve, we may choose to focus on different areas for improvement during 2011 and beyond.

In recent years, our ability to deliver sample proportionality that approximates the demographic composition of younger populations has declined, caused in part by the trend among some households to disconnect their landline telephones, effectively removing these households from the sample frame we had used to solicit participation in our surveys. To address this issue, we first introduced cell phone sampling in Spring 2009 in approximately half of our Diary metropolitan areas and then added cell phone sampling in all Arbitron radio metropolitan areas in the 50 United States in Fall 2009. The cell phone sample target represented approximately 10% of the total sample target across the aggregate of Diary market from Spring 2009 to Winter 2010. Starting with the Spring 2010 survey, we expanded our cell phone household sampling to include households that rarely or never answer their landlines. As a result of this expanded definition, we expect that the cell phone sample target

(representing an average of 17% of the sample target from Spring 2010 through Fall 2010) will be comprised of approximately 15% from cell-phone-only households and an additional two percent from homes that rarely or never answer their landlines.

Other Syndicated Services

RADAR. Our RADAR service provides an estimate of national radio audiences and the audience size of network radio programs and commercials. We provide the audience estimates for a wide variety of demographics and dayparts for total radio listening and for more than 50 separate radio networks.

We provide network audience estimates by merging the radio listening of selected survey respondents and panelists with the reported times that network programs and commercials are aired on each affiliated station. We utilize the data produced by our Diary and PPM ratings services in producing these network audience estimates. We deliver the RADAR estimates through our RADAR Software Suite software application, which includes a number of tools for sophisticated analysis of network audiences. We provide this service to radio networks, advertising agencies and network radio advertisers on a quarterly basis.

For information regarding MRC accreditation of our RADAR service, see “Item 1. Business — Media Rating Council Accreditation” below.

Nationwide. Nationwide is our national radio audience service that provides information on the size and demographic composition of radio audiences for commercial and public radio networks. Nationwide estimates are based on a sample size of more than 400,000 Arbitron respondents and panelists for each report, covering seven days of radio listening, and are conducted over a 12-week period.

Nationwide gives clients the ability to monitor trends in national radio network. It also gives customers a resource that helps to determine how various affiliates perform in different local markets.

For information regarding MRC accreditation of our Nationwide service, see “Item 1. Business — Media Rating Council Accreditation” below.

Data and Software Services

We provide our listening estimates in a number of different reports that we publish and license to our customers. The cornerstone of our radio audience ratings services is the Radio Market Report, which is available in all local markets for which we currently provide radio ratings. The estimates contained in our Diary-based Radio Market Report service are accredited by and subject to the review of the MRC. The PPM-based Radio Market Report is currently accredited in three markets and the service is subject to review by the MRC. The Radio Market Report provides audience estimates for those stations in a market that meet our minimum reporting standards. The estimates cover a wide variety of demographics and dayparts, which are the time periods for which we report audience estimates. Each Radio Market Report contains estimates to help radio stations, advertising agencies and advertisers understand who is listening to the radio, which stations they are listening to, and where and when they are listening. Our proprietary data regarding radio audience size and demographics are generally provided to customers through multiyear license agreements.

Software Applications. In addition to our data, we license software applications that provide our customers access to the audience estimates in our databases. These applications include Maximi$er^®, TAPSCAN^tm and PD Advantage^®, which are services for radio stations, and Media Professional^sm and SmartPlus^®, which are services for advertising agencies and advertisers. The PPM Analysis Tool is used by both radio stations and advertising agencies. Broadcasters use these software applications to more effectively analyze and understand ratings information for sales, management and programming purposes. Advertisers and agencies use these software applications to help them plan and buy radio advertising. Some of our software applications also allow our customers to access data owned by third parties, provided the customers have a separate license to use such third-party data.

The Maximi$er service includes a Windows-based application to access a market’s Arbitron radio Diary database on a client’s personal computer. Radio stations use the Maximi$er service to produce information about their stations and programming not otherwise available in Arbitron’s published Radio Market Reports.

The TAPSCAN software is one of the advertising industry’s leading radio analysis applications. It can help create illustrative tables, charts and graphs that make complex information more useful to potential advertisers. The software uses respondent-level data, and it includes cost-efficiency analyses, hour-by-hour estimates and trending, and automatic scheduling and goal tracking. The TAPSCAN Web service also allows radio stations, advertisers and advertising agencies to access our National Regional Database to analyze ratings information for customer-defined groupings of stations across multiple markets and custom groupings of counties. Our TAPSCAN Sales Management service provides software systems that help radio stations manage their advertising sales process and automate the daily tasks in a sales department. The TAPSCAN Sales Management applications combine a customer relationship management system with scheduling and research applications and inventory/pricing management tools. Another TAPSCAN service, QUALITAP, is also made available to television and cable outlets in the United States under a licensing arrangement with Marketron International, Inc.

The PPM Analysis Tool enables subscribers of PPM respondent level data to analyze PPM data at the most discrete level of granularity available to customers. Researchers and programming consultants use this tool to gain valuable insights through a variety of reports that present detailed analysis of PPM panelist behavior.

Our PD Advantage service offers radio station program directors the ability to create a variety of reports that help analyze the market, the audience, and their competition.

Our SmartPlus and MediaProfessional services provide media buying software systems to local and regional advertising agencies for broadcast and print media. The Media Professional and SmartPlus services are designed to help advertising agencies and advertisers plan and buy radio advertising time quickly and easily. These services integrate radio planning and buying into one comprehensive research and media-buying tool. They allow advertising agencies and advertisers to uncover key areas critical to the buying process, including determining the most effective media target, understanding market trends and identifying potential new business. In addition to the licensing above, we offer third-party software providers and customers licenses to use proprietary software that will enable enhanced access to our respondent-level data.

Local Market Consumer Information Services

In our radio ratings service, we provide primarily quantitative data, such as how many people are listening. We also provide qualitative data, such as consumer and media usage information to radio stations, cable companies, television stations, out-of-home media, magazine and newspaper publishers, advertising agencies and advertisers. The qualitative data on listeners, viewers and readers provide more detailed socioeconomic information and information on what survey participants buy, where they shop and what forms of media they use. We provide these measures of consumer demographics, retail behavior, and media usage in local markets throughout the United States.

We provide qualitative services tailored to fit a customer’s specific market size and marketing requirements, such as:


	•	the Scarborough Report, which is offered in larger markets, and the Scarborough Mid-Tier Local Market Consumer Study, which is offered in medium markets;

	•	the RetailDirect Service, which is offered in medium markets;

	•	the Qualitative Diary Service/LocalMotion Service, which is offered in smaller markets; and

	•	Non-Syndicated Research Services.

Each service profiles a market, the consumers and the media choices in terms of key characteristics. These services cover major retail and media usage categories. We also provide training and support services that help our customers understand and use the local market consumer information that we provide.

Scarborough Report. The MRC-accredited Scarborough service is provided through a joint venture between Arbitron and a subsidiary of The Nielsen Company (“Nielsen”) and is governed by a partnership agreement, which was automatically renewed until December 2012. Although our equity interest in the Scarborough Research joint venture is 49.5 percent, partnership voting rights and earnings are divided equally between Arbitron and Nielsen. The Scarborough service provides detailed information about media usage, retail and shopping habits, demographics and lifestyles in 77 large United States local markets, utilizing a sample of consumers in the relevant markets.

Scarborough data feature more than 2,000 media, retail and lifestyle characteristics, which can help radio stations, television stations, cable companies, advertising agencies and advertisers, newspaper and magazine publishers and out-of-home media companies develop an in-depth profile of their consumers. Examples of Scarborough categories include retail shopping (e.g., major stores shopped or purchases during the past 30 days), auto purchases (e.g., plan to buy new auto or truck), leisure activities (e.g., attended sporting events) and personal activities (e.g., golfing). Media information includes broadcast and cable television viewing, radio listenership, newspaper readership and integrated online audiences. This information is provided twice each year to newspapers, radio and television broadcasters, cable companies, out-of-home media, advertising agencies and advertisers in the form of the Scarborough Report. Scarborough also provides a Mid-Tier Local Market Consumer Study regarding media usage, retail and shopping habits, demographics, and lifestyles of adult consumers in over 40 United States local markets.

We are the exclusive marketer of the Scarborough Report to radio broadcasters, cable companies and out-of-home media. We also market the Scarborough Report to advertising agencies and advertisers on a shared basis with Scarborough Research. Scarborough Research markets the Scarborough Report to newspapers, sports marketers and online service providers. Nielsen markets the Scarborough Report to television broadcasters.

RetailDirect Service. Our RetailDirect service is a locally oriented, purchase data and media usage research service provided in 18 midsized United States local markets. This service, which utilizes diaries and telephone surveys, provides a profile of the audience in terms of local media, retail and consumer preferences so that local radio and television broadcasters, out-of-home media and cable companies have information to help them develop targeted sales and programming strategies. Retail categories include automotive, audio-video, furniture and appliances, soft drinks and beer, fast food, department stores, grocery stores, banks and hospitals. Media usage categories include local radio, broadcast television, cable networks, out-of-home media, newspapers, yellow pages and advertising circulars.

Qualitative Diary Service/LocalMotion Service. Our Qualitative Diary Service collects consumer and media usage information from Arbitron radio diarykeepers in 167 smaller United States local markets. The same persons who report their radio listenership in the market also answer 27 demographic, product and service questions. We collect consumer behavior information for key local market retail categories, such as automotive sales, grocery, fast food, furniture and bedding stores, beer, soft drinks and banking. The Qualitative Diary Service also collects information about other media, such as television news viewership, cable television viewership, out-of-home media exposure and newspaper readership. This qualitative service provided for cable television companies is known as LocalMotion.

Non-Syndicated Research Services. In addition to the cross-platform services described below under “— Cross-Platform,” our non-syndicated research services serve companies that are seeking to demonstrate the value of their advertising propositions. For example, we have provided non-syndicated research services for subscribers including sports play-by-play broadcasters, digital out-of-home and place-based media companies, and radio station properties. Through our non-syndicated research services, we are also exploring additional applications of PPM data, including nonratings programming, marketing and out-of-home services for broadcast television and cable television. We are also exploring providing services for mobile media and companies that sell advertising on in-store (retail) media and sports arenas.

Cross-Platform

In the fourth quarter of 2009, we launched our cross-platform initiative to explore opportunities to deploy our PPM technology for application to other types of media and/or cross-platform media. The focus of this initiative is

to bridge the ratings gap among television, radio, Internet, mobile, place-based, and other media. The cross-platform services are 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 cross-platform services can complement existing data services, offer media greater insight into what constitutes their total audience, and help advertisers plan how to reach that audience. Any services offered by the cross-platform initiative are 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.

Among other projects, we provided cross-platform audience ratings services to NBC Sports, a division of NBC Universal, Inc., together with online marketing research and analytics companies comScore, Inc. and Omniture, for the Vancouver 2010 Olympic Winter Games. We are currently collaborating with Turner Broadcasting Systems, Inc. for measuring out-of-home, in-home, and combined viewing of certain programming. In February 2011, the Center for Innovative Media Measurement announced that it will work with us on a pilot test to measure participants of the test and their behavior with content and advertising across television, Internet, and mobile. We will recruit participants from our current PPM panel.

International Operations

Portable People Meter Technology. We have entered into arrangements with media information services companies pursuant to which those companies use our PPM technology in their audience ratings services in specific countries outside of the United States. We currently have arrangements with Kantar Media, which is owned by WPP Group plc, a global communications services group. Generally, under these arrangements we sell PPM hardware and equipment to the company for use in its media measurement services and collect a royalty once the service is deemed commercial. Our PPM technology is currently being used for media ratings in seven countries — Canada, Denmark, Iceland, Kazakhstan, Norway, Belgium, and Singapore. Four of the countries, Canada, Denmark, Iceland, and Belgium, use PPM technology for measuring both television and radio.

India. We currently operate a wholly-owned subsidiary organized under the laws of India, which entity’s current functions include software and technology development in India. During 2010, we increased staffing to perform these and additional duties, including in-house software development.

Customers, Sales and Marketing

Our customers are primarily radio, cable and television broadcasters, advertising agencies, advertisers, buying services, retailers, out-of-home media, online media and print media. One customer, Clear Channel, represented approximately 20 percent of our revenue in 2010. We believe that we are well positioned to provide new services and other offerings to meet the emerging needs of broadcasting groups.

We market our services in the United States through 113 sales account managers, customer trainers and client services representatives, as of December 31, 2010.

We have entered into a number of agreements with third parties to assist in marketing and selling our services in the United States. For example, Marketron International, Inc., distributes, on an exclusive basis, our QUALITAP software to television and cable outlets in the United States and Media Monitors uses minute-level data from our PPM ratings service for the Mscore^tm index.

We support our sales and marketing efforts through the following:


	•	conducting direct-marketing programs directed toward radio stations, cable companies, advertising agencies, television stations, out-of-home companies, broadcast groups and corporate advertisers;

	•	promoting Arbitron and the industries we serve through a public relations program aimed at the trade press of the broadcasting, out-of-home media, Internet, advertising and marketing industries, as well as select local and national consumer and business press;

	•	gathering and publishing studies, which we make available for no charge on our Web site, on national summaries of radio listening, emerging trends in the radio industry, Internet streaming, out-of-home and


		other media industries, as well as the media habits of radio listeners and television, cable and Internet viewers;


	•	participating in key industry and government forums, trade association meetings, and interest groups, such as the Advertising Research Foundation, the American Association of Advertising Agencies, the National Association of Broadcasters, the Association of National Advertisers, the Radio Advertising Bureau, the European Society for Opinion and Marketing Research, the Coalition for Innovative Media Measurement, the Television Bureau of Advertising, the Cabletelevision Advertising Bureau, Alliance for Women in Media, Women in Cable Telecommunications, the Cable & Telecommunications Association for Marketing, the National Association of Black Owned Broadcasters, Minority Media and Telecommunications Council, Media Rating Council, Committee on Local Radio Audience Measurement, Committee on Local Television Audience Measurement, national Radio Research Committee and the Outdoor Advertising Association of America, as well as numerous state and local advertising and broadcaster associations;

	•	participating in activities and strengthening relationships with national and local chapters of grassroots organizations, such as the National Council of La Raza, the National Urban League, the National Association for the Advancement of Colored People, and the Rainbow/PUSH Coalition; and

	•	maintaining a presence at major industry conventions, such as those sponsored by the National Association of Broadcasters, the Radio Advertising Bureau, the American Association of Advertising Agencies, the Advertising Research Foundation, the Association of National Advertisers, the Cable Advertising Bureau and the Outdoor Advertising Association of America.

Competition

We believe that the principal competitive factors in our markets are the credibility, reliability, utility, and wide acceptance by buyers and sellers of media advertisers of our audience research, the ability to provide quality analytical services for use with the audience information, and the end-user experience with services and price.

We are the leader in the radio audience ratings business in the United States. During 2010, we competed in the radio audience ratings business in some small United States markets with Eastlan Resources, a privately held research company as well as Nielsen, which provided audience ratings and radio ratings services in 51 small and mid-sized United States local markets in which Cumulus Media Inc. (“Cumulus”) broadcasts (the “Cumulus Markets”). In December 2010, Nielsen announced that it would no longer offer audience ratings radio ratings services in the United States. On December 8, 2010, we announced that Clear Channel signed a new six-year agreement for our PPM and Diary ratings services with a term beginning on January 1, 2011. Cumulus does not currently have an agreement with us to receive Diary-based audience estimates.

We are aware of at least four companies, Civolution, GfK AG, Ipsos SA, and Nielsen, which are developing technologies that could compete with our PPM ratings service.

Additionally, we compete with a large number of other providers of applications software, qualitative data, and proprietary qualitative studies used by broadcasters, cable companies, advertising agencies, advertisers, and out-of-home media companies. These competitors include Donovan Data Systems, Interactive Media Systems, Marketron Inc., STRATA Marketing Inc., and Telmar Information Services Corp., in the area of applications software, and The Media Audit (a division of International Demographics, Inc.), Mediamark Research Inc. (a subsidiary of GfK AG) and Simmons Market Research Bureau (a subsidiary of Experian Marketing Solutions) in the area of qualitative data.

In our cross-platform services, we currently compete with several companies offering media measurement, return on investment and/or advertising targeting solutions, including among others, Nielsen, Rentrak Corporation, Canoe Ventures, TiVo, Kantar Media and TRA Global, Inc. (“TRA”).

Intellectual Property

Our intellectual property is, in the aggregate, of material importance to our business. We rely upon a combination of patents, copyrights, trademarks, service marks, trade secret laws, license agreements,

confidentiality procedures and other contractual restrictions to establish and protect proprietary rights in our methods and services. As of December 31, 2010, 38 United States patents were issued and active and 51 United States patent applications were pending on our behalf. Internationally, 182 foreign patents were issued and active and 171 foreign patent applications were pending on our behalf. Our patents relate to our data collection, processing systems, software and hardware applications, the PPM technology and its methods, and other intellectual property assets. Some patents relating to the PPM technology and its methods expire at various times beginning in 2012. These include patents relating to previous generations and some elements of our current PPM technology and its methods.

Our audience listening estimates are original works of authorship protectable under United States federal and state copyright laws. We publish the Radio Market Report monthly, quarterly or semiannually, depending on the Arbitron market surveyed, while we publish the Radio County Coverage Report annually. We seek copyright registration for each Radio Market Report and for each Radio County Coverage Report published in the United States. We may also seek copyright protection for our proprietary software and for databases comprising the Radio Market Report and other services containing our audience estimates and respondent-level data. We generally provide our proprietary data regarding audience size and demographics to customers through multiyear license agreements.

We market a number of our services under United States federally registered trademarks that are helpful in creating brand recognition in the marketplace. Some of our registered trademarks and service marks include: the Arbitron name and logo, Maximi$er, RetailDirect and RADAR. The Arbitron name and logo is of material importance to our business. We have a registration pending for Arbitron PPM in class 35 (conducting audience measurement services). We also have a number of common-law trademarks, including Media Professional, and QUALITAP. We have registered our name as a trademark in the United Kingdom, Mexico, the European Union, Australia, Singapore, Brazil, Canada, Argentina, Columbia, Russia, New Zealand, Taiwan, Hong Kong, Israel, Kazakhstan, Kenya, Chile and Japan, and are exploring the registration of our marks in other foreign countries.

The laws of some countries might not protect our intellectual property rights to the same extent as the laws of the United States. Effective patent, copyright, trademark and trade secret protection may not be available in every country in which we market or license our data and services.

We believe our success depends primarily on the innovative skills, technical competence, customer service and marketing abilities of our personnel. We enter into confidentiality and assignment-of-inventions agreements with substantially all of our employees and enter into nondisclosure agreements with substantially all of our suppliers and customers to limit access to and disclosure of our proprietary information.

We must protect against the unauthorized use or misappropriation of our audience estimates, databases and technology by third parties. There can be no assurance that the copyright laws and other statutory and contractual arrangements we currently depend upon will provide us sufficient protection to prevent the use or misappropriation of our audience estimates, databases and technology in the future. The failure to protect our proprietary information, intellectual property rights and, in particular, our audience estimates and databases, could severely harm our business.

Additionally, claims by third parties that our current or future products or services infringe upon their intellectual property rights may harm our business. Intellectual property litigation is complex and expensive, and the outcome of such litigation is difficult to predict. We have been involved in litigation relating to the enforcement of our copyrights covering our radio listening estimates and patents covering our proprietary technology. Although we have generally been successful in these cases, there can be no assurance that the copyright laws and other statutory and contractual arrangements we currently depend upon will provide us sufficient protection to prevent the use or misappropriation of our audience estimates, databases and technology in the future. Litigation, regardless of outcome, may result in substantial expense and a significant diversion of our management and technical personnel. Any adverse determination in any litigation may subject us to significant liabilities to third parties, require us to license disputed rights from other parties, if licenses to these rights could be obtained, or require us to cease using certain technology.

Research and Development

Our research and development activities have related primarily to the development of new services, customer software, PPM equipment and maintenance and enhancement of our legacy operations and reporting systems. We expect that we will continue research and development activities on an ongoing basis, particularly in light of the rapid technological changes affecting our business. We expect that the majority of the effort will be dedicated to improving the overall quality and efficiency of our data collection and processing systems, developing new software applications that will assist our customers in realizing the full potential of our audience ratings services, developing our PPM technology and developing a single-source service that will be able to measure audience and other information from a number of different forms of media and media delivery methods. Research and development expenses during fiscal years 2010, 2009, and 2008 totaled $39.1 million, $42.0 million, and $41.4 million, respectively.

Governmental Regulation

Our PPM equipment has been certified to meet Federal Communications Commission (“FCC”) requirements relating to emissions standards and standards for modem connectivity. Additionally, all PPM equipment has been certified to meet the safety standards of Underwriters Laboratories Inc. (commonly referred to as UL), as well as Canadian and European safety and environmental standards.

Our media research activities are subject to an agreement with the United States Federal Trade Commission in accordance with a Decision and Order issued in 1962 to CEIR, Inc., a predecessor company. This order originally arose in connection with a television ratings business, and we believe that today it applies to our media ratings services. The order requires full disclosure of the methodologies we use and prohibits us from making representations in selling or offering to sell an audience ratings service without proper qualifications and limitations regarding probability sample, sampling error and accuracy or reliability of data. It prohibits us from making statements that any steps or precautions are taken to ensure the proper maintenance of diaries unless such steps or precautions are in fact taken. It also prohibits us from making overly broad statements regarding the media behavior a survey reflects. The order further prohibits us from representing the data as anything other than estimates and from making a statement that the data are accurate to any precise mathematical value. The order requires that we make affirmative representations in our reports regarding nonresponse by survey participants and the effect of this nonresponse on the data, the hearsay nature of a survey participant’s response, the fact that projections have been made, and the limitations and deficiencies of the techniques or procedures used. We believe that we have conducted and continue to conduct our radio audience ratings services in compliance with the order.

Federal and state regulations restrict telemarketing to individuals who request to be included on a do-not-call list. Currently, these regulations do not apply to survey research, but there can be no assurance that these regulations will not be made applicable to survey research in the future. In addition, federal regulations prohibit calls made by autodialers to wireless lines without consent from the subscriber. Because consumers are able to transfer a wireless number to a landline carrier or a landline number to a wireless carrier, it can be difficult for us to identify efficiently wireless numbers in advance of placing an autodialed call.

On September 2, 2008, the PPM Coalition, a group of broadcasters and trade associations representing some broadcasters and advertising agencies filed an “Emergency Petition for Section 403 Inquiry” with the FCC urging the FCC to open an inquiry, under Section 403 of the Communications Act of 1934, as amended (the “Communications Act”), into our PPM ratings service. The group alleged that the PPM methodology undercounts minority radio listeners and that the commercialization of the PPM ratings service will harm minority broadcasters. We denied such allegations. In May 2009, the FCC issued a Notice of Inquiry (“NOI”) regarding the impact of Arbitron audience ratings on radio broadcasters. The NOI sought comment related to concerns regarding the PPM technology and methodology, the rollout of PPM ratings service in various U.S. markets, the effect of the PPM ratings service on minority broadcasters, and the FCC’s use of Arbitron’s data in its decision-making process.

During 2009, we participated in several hearings held by the United States House of Representatives Committee on Oversight and Government Reform and Committee on the Judiciary regarding allegations that the PPM methodology undercounts minority radio listeners and that the commercialization of the PPM ratings service will harm minority broadcasters. While we believe that our current PPM methodology is valid and reliable,

on February 12, 2010, we submitted a proposal to the House Committee on Oversight and Government Reform that is comprised of several elements, which are designed to enhance our PPM methodology and to help our efforts to achieve MRC accreditation of the data produced by our PPM ratings service in each PPM Market. For more information regarding this proposal see “— Radio Audience Ratings Services — Portable People Meter Ratings Service — 2010 PPM Ratings Service Quality Improvement Initiatives.” On April 22, 2010, we announced a settlement of our outstanding disputes with the PPM Coalition and its members regarding our PPM recruitment methodology. Subsequent to that settlement, the PPM Coalition petitioned the FCC to withdraw the NOI.

Media Rating Council Accreditation

Our Diary-based Radio Market Report service is accredited by and subject to the review of the MRC. The MRC has accredited our Diary-based Radio Market Report service since 1968. On December 6, 2010, we announced that the MRC withdrew its accreditation for our RADAR and Nationwide services. For more information regarding MRC accreditation status, see “— Radio Audience Ratings Services — Portable People Meter Ratings Service — Commercialization — Media Rating Council Accreditation.”

Additional Arbitron services that are currently accredited by the MRC are Scarborough, Maximi$er and Media Professional software, the Custom Survey Area Report (“CSAR”) and the Radio County Coverage services. To merit continued accreditation of our services, we must: (1) adhere to the MRC’s minimum standards for Media Rating Research; (2) supply full information to the MRC regarding details of our operations; (3) conduct our media ratings services substantially in accordance with representations to our subscribers and the MRC; (4) submit to, and pay the cost of, thorough annual audits of our accredited services by certified public accounting firms engaged by the MRC; and (5) commit to continuous improvement of our media ratings services.

Employees

As of December 31, 2010, we employed approximately 951 people on a full-time basis and approximately 330 people on a part-time basis in the United States and 162 people on a full-time basis internationally. None of our employees is covered by a collective bargaining agreement. We believe our employee relations are good.

Seasonality

Revenue

We recognize revenue for services over the terms of license agreements as services are delivered; expenses are recognized as incurred. We currently gather radio-listening data in 290 U.S. local markets, including 242 Diary markets and 48 PPM Markets.

All 242 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 48 larger Diary markets an additional two 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 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 48 larger Diary markets.

In PPM markets, we deliver ratings 13 times a year, with four PPM ratings reports delivered in the fourth quarter. As a result, we expect to recognize more revenue in PPM Markets in the fourth quarter than in each of the first three quarters of the year.

As we commercialized the PPM service, the amount of deferred revenue recorded on our balance sheet decreased due to the more frequent delivery of our PPM service, which is delivered 13 times a year versus the quarterly and semi-annual delivery for our Diary service.

During the transition period from the Diary service to PPM service in each PPM Market, there were fluctuations in the depth of the seasonality pattern because during the initial quarter in which the PPM ratings

service is commercialized in a market, we recognize revenue based on the delivery of both the final quarterly Diary ratings and the initial monthly PPM ratings for that market.

Costs and expenses

The transition from the Diary service to the PPM service in the PPM Markets also had an impact on the seasonality of costs and expenses. PPM costs and expenses generally increased six to nine months in advance of the commercialization of each market as we built the panels. These preliminary costs were incremental to the costs associated with our Diary-based ratings service and we recognized these increased costs as incurred rather than upon the delivery of a particular survey.

Now that all our planned PPM Markets are commercialized, and because we conduct our PPM services continuous throughout the year, we do not expect significant seasonality in PPM costs and expenses. In our Diary service, our expenses are generally higher in the second and fourth quarters as we conduct the Spring Survey and Fall Survey for all 242 of our Diary Markets.

Scarborough Research

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

Available Information

We routinely post important information on our Web site at www.arbitron.com, and interested persons may obtain, free of charge, copies of filings (including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports) that we have made with the Securities and Exchange Commission through a hyperlink at this site to a third-party Securities and Exchange Commission filings Web site (as soon as reasonably practicable after such filings are filed with, or furnished to, the Securities and Exchange Commission). The Securities and Exchange Commission maintains an Internet site that contains our reports, proxy and information statements, and other information. The Securities and Exchange Commission’s Web site address is www.sec.gov. Also available on our Web site are our Corporate Governance Policies and Guidelines, Code of Ethics for the Chief Executive Officer and Financial Managers, Code of Ethics and Conduct, Stock Ownership Guidelines for Executive Officers and Non-Employee Managers, the Audit Committee Charter, the Nominating and Corporate Governance Committee Charter and the Compensation and Human Resources Committee Charter. Copies of these documents are also available in print, free of charge, to any stockholder who requests a copy by contacting our Treasury Manager.


ITEM 1A.	RISK FACTORS

Risk Factors Relating to Our Business and the Industry in Which We Operate

Our business, financial position, and operating results are dependent on the performance of our quantitative radio audience ratings service.

Our quantitative radio audience ratings service and related software sales represented 88 percent of our total revenue for 2010. We expect that such sales related to our radio audience ratings service will continue to represent a substantial portion of our revenue for the foreseeable future. Any factors adversely affecting the pricing of, demand for, or market acceptance of our quantitative radio audience ratings service and related software, such as competition, technological change, legislation or regulation, alternative means of valuing advertising transactions, economic challenges, or further ownership shifts in the radio industry, could adversely impact our business, financial position and operating results.

We may be unsuccessful in obtaining and/or maintaining MRC accreditation for our ratings services, and we may be required to expend significant resources in order to obtain and/or maintain MRC accreditation for our ratings services, any of which could adversely impact our business.

As of the date we filed this Annual Report on Form 10-K with the SEC, the quarter-hour-based radio ratings data produced by the PPM ratings service in three local markets, Houston-Galveston, Riverside-San Bernardino, and Minneapolis-St. Paul, are accredited by the MRC. The MRC has accredited our Diary-based ratings service. On December 6, 2010, we announced that the MRC withdrew its accreditation of our RADAR and Nationwide services.

If the efforts required to obtain and/or maintain MRC accreditation of our services are substantially greater than our current expectations, or if we are required to make significant changes with respect to methodology and panel composition and management in order to establish that the service meets the MRC accreditation standards in any current or future market, or for any other reason, we may be required to make additional expenditures, the amount of which could be material.

These or any future denials or revocations of accreditation could cause users of our audience estimates to experience reduced confidence in our ratings or otherwise negatively impact demand for our services, any of which could adversely impact our financial performance.

We recently launched a cross-platform initiative, which is a developing area where we have limited experience. If we are not successful in developing the cross-platform initiative, it could have a material adverse impact on our business.

We recently launched a cross-platform media initiative, which leverages the PPM technology and domestic and international partnerships. We do not have significant experience in designing, operating, maintaining or integrating cross-platform services among television, radio, Internet, mobile, place-based, and other media. We are uncertain of the demand for these services, whether these services will be accepted into the marketplace, and the price at which customers would be willing to subscribe. This initiative may fail, or incur significant losses. Our entry into cross-platform may bring risks of which we are currently unaware and could have a material adverse impact on our business.

Technological change may render our services obsolete and it may be difficult for us to develop new services or enhance existing ones.

We expect that the market for our services will be characterized by changing technology, evolving industry standards, frequent new service announcements and enhancements and changing customer demands. The introduction of new services incorporating new technologies and the emergence of new industry standards could render existing services obsolete and/or challenge current accepted levels of precision of data ratings. Additionally, advertising-supported media may be challenged by new technologies that could have an effect on the advertising industry, our customers, and our services. Our continued success will depend on our ability to adapt to changing technologies and to improve the performance, features, and reliability of our services in response to changing customer and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction, or marketing of our services. Our new services, such as our cross-platform media ratings service, or enhancements to our existing services, may not adequately meet the requirements of our current and prospective customers or achieve any degree of significant market acceptance. Failure to successfully adapt to changing technologies and customer demands, either through the development and marketing of new services, or through enhancements to our existing services, our business, financial position, and results of operations could be adversely affected.

We have limited experience designing, recruiting and maintaining PPM panels. If we are unable to operate and maintain PPM panels that appropriately balance research quality, panel size and operational cost, our financial results will suffer.

The commercial viability of our PPM ratings service and, potentially, other new business initiatives, are dependent on our ability to design, recruit, and maintain panels of persons to carry our Portable People Meters, and to ensure appropriate panel composition to accommodate a broad variety of media research services. Our research methodologies require us to maintain panels of reasonably sufficient size and reasonably representative demographic composition. Our research methodologies also require our panelists to comply with certain standards, such as carrying the meter for a minimum number of hours each day and docking the meter daily, in order for us to use the data collected by the meter in estimating ratings.

Through the end of 2010, we have commercialized the PPM ratings service in 48 PPM Markets. The increasing number of panels and panelists may prove to be more complex and resource intensive for us to manage than we currently anticipate.

Participation in a PPM panel requires panelist households to make a longer-term commitment than participation in our Diary-based ratings service. Designing, recruiting, and maintaining PPM panels are substantially different than recruiting participants for our Diary-based ratings service. We have limited experience in operating such PPM panels and we may encounter unanticipated difficulties as we attempt to do so. Without historical benchmarks on key sample performance metrics, it will be challenging for us to maintain the appropriate balance of research quality, panel size, and operational costs. Designing, recruiting, and maintaining such panels may also cause us to incur expenses substantially in excess of our current expectations.

If we are unable to successfully design, recruit and maintain such PPM panels, or if we are required to incur expenses substantially in excess of our current expectations in order to do so, it could adversely impact our ability to obtain and/or maintain MRC accreditation of our PPM ratings service, adversely impact our ongoing dialogues with regulatory and governmental entities, or otherwise adversely impact our business, financial position and operating results.

We expect to continue to invest in the improvement of our ratings service. The costs associated with such investment will adversely impact our operating results.

During 2010, we announced significant enhancements to our Diary and PPM ratings service and substantial acceleration of our existing initiatives. Significant enhancements, including targeted in-person recruiting, and acceleration of our cell phone sampling initiatives will require a substantial investment by the Company. Our contracts do not allow us to pass the costs of these investments along to our customers. Accordingly, our margins will be adversely impacted by increased costs to provide our services, without an offsetting increase in revenues. If we are not able to recoup the costs of our investments in our Diary and PPM ratings service, our financial results will be negatively impacted.

In 2010, we committed to implement certain methodological enhancements. If we are unable to implement the enhancements as designed and for the anticipated cost or if the enhancements do not have the results we anticipate, our business could be adversely impacted.

During 2010, we committed to methodological enhancements designed to enhance our recruitment, including targeted in-person recruiting and the implementation of a pure address-based sample frame. We have begun implementing these enhancements. If we are unable to implement the enhancements as we have designed them and for the cost we anticipate, our business could be adversely impacted. Additionally, if the methodological enhancements do not provide the results we anticipate, we may have to spend more money to produce the desired results by using a different method, which could adversely impact our business.

If our PPM ratings service does not achieve the financial success that we anticipate, our financial results will suffer.

Our financial results during 2011 and beyond will depend in substantial part on our success in operating the PPM ratings service and our ability to generate expected revenue from it. Factors that may affect the financial success of our PPM ratings service, and as a result, our future revenue and operating results include the following, some of which are beyond our control:


	•	obtaining and/or maintaining MRC accreditation;

	•	our ability to design, recruit, and maintain the PPM panels;

	•	the acceptance of the PPM ratings service by broadcasters, advertisers and other users of our estimates;

	•	technical difficulties or service interruptions that impair our ability to deliver the PPM ratings service on schedule;

	•	the impact of general economic conditions on our customers’ ability to pay increased license fees;

	•	increased government oversight, legislation or regulation; and


	•	our ability to obtain, in a timely manner, sufficient quantities of quality: (1) equipment, (2) cell phone and targeted in-person recruiting sample and (3) software products from third-party suppliers necessary to support our services.

Data collection costs are increasing faster than has been our historical experience and if we are unable to become more efficient in our data collection and our management of associated costs, our operating margins and results of operations could suffer.

Our success will depend on our ability to reach and recruit participants and to achieve response rates sufficient to maintain our audience ratings services. As consumers adopt modes of telecommunication other than telephone landlines, such as cell phones and cable or Internet calling, it is becoming increasingly difficult for us to reach and recruit participants. Recent government estimates have indicated that the percentage of cell-phone-only households has been increasing nationally. We seek to include in our samples a statistically representative number of persons that reside in cell-phone-only households. We recruit cell-phone-only households based on the government estimates, and thus, our ability to recruit is based on available data, which may not be up-to-date and is only provided in regional estimates, not market-by-market. It has been our experience that recruiting cell phone households is significantly more expensive than recruiting landline households. We have announced initiatives to increase the percentage of our cell phone households in our Diary and PPM samples, which could adversely impact our operating margins and results of operations.

We currently acquire our cell phone sample from a single vendor and if our sample volume increases or we are unable to utilize this vendor, it could be more expensive for us to acquire the necessary sample and may delay the full implementation of our continuous improvement initiatives for cell phone sampling, which may harm our business.

We use an address-based sampling methodology to recruit cell phone households. We currently acquire the sample from a single vendor. As our address-based sample volume increases, it may be more difficult for our vendor and more expensive for us to acquire the necessary sample. If this vendor is unable to satisfy all of our requirements, we would have to bring some or all of the operations in-house or hire and train one or more additional vendors, which could increase expenses and delay the full implementation of continuous improvement initiatives focused on cell phone sampling, which could harm our business.

We are subject to governmental oversight or influence, which may harm our business.

Federal, state, and local governmental entities, including state attorneys general, have asserted that our operations are subject to oversight or influence by them. Our ratings services in 48 large markets have undergone a change from manual, recall-based Diary methodology to electronic, PPM-based methodology. This change has been subject to public attention, in particular, our PPM ratings service has been subject to increasing scrutiny by governmental entities. We expect continued governmental oversight relating to this business.

The governmental oversight environment could have a significant effect on us and our business. Among other things, we could be fined or required to make other payments, prohibited from engaging in some of our business activities, or subject to limitations or conditions on our business activities. Significant governmental oversight action against us could have material adverse financial effects, cause significant reputational harm, or harm business prospects. New laws or regulations or changes in the enforcement of existing laws or regulations applicable to us may also adversely affect our business.

Criticism of our audience ratings service by various governmental entities, industry groups, and market segments could adversely impact our business.

Due to the high-profile nature of our services in the media and marketing information services industry, we could become the target of additional government regulation, legislation, litigation, activism, or negative public relations efforts by various industry groups and market segments. We believe that any of the foregoing, criticism of our methodology, or negative perception of the quality of our research could negatively impact industry confidence in the ratings we produce, which could have a material negative impact on the demand for our services and require us to make expenditures substantially in excess of our current expectations in an attempt to maintain such

confidence. In addition, we may incur significant expenses associated with protecting our rights to publish our estimates.

We expect to operate in new business areas that require sophisticated data collection, processing systems, software, and rapidly-changing technology, which may require us to make significant investments in research and development and intellectual property. If we are not successful in doing so, it could adversely affect our business

As traditional methods of media consumption evolve, we expect to operate in business areas that involve technology, methods, and services that are new to us. We may not achieve a significant degree of market acceptance for these new technologies, methods, and services, nor can we be certain that we will not infringe the intellectual property rights of third parties when offering future services in these new areas. Our existing intellectual property rights may not cover any new technologies, methods, and services that we develop. We may face an increased number of intellectual property rights claims. The terms of the resolution of any such legal proceedings and claims could:


	•	prohibit us from utilizing such technologies and methods or offering such services;

	•	require us to redesign or rebrand such technologies, methods, or services;

	•	require us to pay substantial damages;

	•	divert resources (financial, time, and personnel) to defend; or

	•	require us to expend financial resources to obtain licenses to use a third party’s intellectual property rights(and there is no certainty that a financial licensing arrangement may be even available to us on acceptable terms, or at all).

As a result, we may be required to make significant investments in research and development as we design and develop or acquire new technology, methods, and services.

New business areas in which we expect to operate may subject us to compliance with data protection and privacy laws. Failure to comply with these laws could adversely affect our business.

In these new business areas, we may be subject to compliance with various U.S. and international data protection and privacy statutes, rules, and regulations. Such statutes, rules, and regulations may affect our collection, use, storage, and transfer of personally identifiable information. Complying with these laws may require us to make certain investments, prohibit us from offering certain types of services, or make modifications to existing services. Failing to comply could result in civil and criminal liability, negative publicity, data being blocked from use, and liability under contractual provisions provided to our customers.

Our ability to recruit participants for our surveys and our freedom to use the information we collect could be adversely impacted by new or changed governmental regulations.

We believe there is an increasing concern among the American public, regulators, and legislators regarding privacy issues. Federal and state regulations restrict telemarketing to individuals who request to be included on a do-not-call list. Currently, these regulations do not apply to survey research. If these laws and regulations are extended to include survey research, our ability to recruit participants for our surveys could be adversely impacted. In addition, federal regulations prohibit calls (including text messages) delivered by autodialers to wireless lines without prior express consent from the subscriber. The FCC is currently considering whether the prior express consent should be in a signed writing. Because individuals are able to transfer a wireless number to a landline carrier or a landline number to a wireless carrier, it can be difficult for us to identify wireless numbers in advance of placing an autodialed call. We are using the services of a third-party supplier that tracks wireless numbers to help identify wireless numbers in our telephone sample, but there can be no assurance that all transfers of numbers are captured. If we were for any reason unable to use auto dialers in the future, we believe it would be more expensive to recruit panelists. Additionally, Congress and some states have expressed a concern about consumer privacy and an intention to introduce legislation to protect consumer privacy. Any such new laws could place restrictions on how we are able to collect, use, and disseminate certain information. If such laws are implemented, we believe that it will be more expensive to recruit panelists and, possibly, to conduct and share our research.

If the recent difficult economic environment worsens, it could adversely impact demand for our services, our customers’ revenues or their ability to pay for our services.

Our customers derive most of their revenue from transactions involving the sale or purchase of advertising. During recent challenging economic times, advertisers have reduced advertising expenditures, impacting advertising agencies and media. As a result, advertising agencies and media companies have been and may continue to be less likely to purchase our services, which has and could continue to adversely impact our business, financial position, and operating results.

Continued market disruptions could cause broader economic downturns, which also may lead to lower demand for our services or to our customers that have expiring contracts with us not to renew or to renew for fewer services, increased incidence of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable, insolvency, or bankruptcy of our customers, any of which could adversely affect our results of operations, liquidity, cash flows, and financial condition. Since September 2008, 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 as compared to historical trends. If the economic environment worsens or does not improve for an extended period into the future, it may also lead to an increase of incidences of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, and a further increase in collection cycles for accounts receivable or insolvency of our customers. Additionally, we periodically receive requests from our customers for pricing concessions. The current economic environment could exacerbate the level of requests.

If the recent difficult economic environment worsens, potential disruptions in the credit markets could adversely affect our business, including the availability and cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, which could adversely affect our results of operations, cash flows, and financial condition.

If internal funds are not available from our operations, we may be required to rely on the banking and credit markets to meet our financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets, as were experienced over the past few years, could adversely affect our ability to draw on our revolving credit facility. Our access to funds under that credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments. Those banks may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from Arbitron and other borrowers within a short period of time.

Longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures and investments, and reducing or eliminating future share repurchases, dividend payments or other discretionary uses of cash. Any disruption and the measures we take in response could adversely affect our business.

We may fail to attract or retain the qualified research, sales, marketing, and managerial personnel, and key executive officers required to operate our business successfully.

Our success is largely dependent on the skills, experience, and efforts of our senior management and certain other key personnel. If, for any reason, one or more senior executives or key personnel were not to remain active in our company, our results of operations could be adversely affected.

Our success will depend on our ability to protect our intellectual property rights, which may require substantial expense to obtain, enforce and defend our intellectual property rights which could adversely affect our business.

We believe that the success of our business will depend, in part, on:


	•	obtaining patent protection for our technology, proprietary methods, and services, and in particular, our PPM ratings service;


	•	defending and enforcing our patents once obtained;

	•	preserving our trade secrets;

	•	defending and enforcing our copyrights for our data services and audience estimates;

	•	operating without infringing upon patents and proprietary rights held by others; and

	•	acquiring, developing and enhancing various intellectual property rights associated with services and products across multiple forms of media apart from radio.

We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our technology, data and estimates. Some patents related to our PPM technology and its methods expire at various times beginning in 2012. Our patents, when viewed in the aggregate, are of material importance to us. These legal measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. We have been involved in litigation relating to the enforcement of the copyrights covering our radio listening estimates. Although we have generally been successful in these cases, there can be no assurance that the copyright laws and other statutory and contractual arrangements we currently depend upon will provide us sufficient protection to prevent the use or misappropriation of our audience estimates, databases and technology in the future. Litigation, regardless of outcome, could result in substantial expense and a significant diversion of resources with no assurance of success and could adversely impact our business, financial position and operating results.

In addition, despite the foregoing efforts to obtain, protect and enforce our intellectual property rights, Arbitron may be required to defend against third-party claims that our technology potentially infringes their proprietary rights, or that our issued patents are invalid, or other issues related to our intellectual property rights. As a result, we may incur substantial expense in defending against such allegations and/or in settling such claims. Such claims could divert management’s attention and require significant expenditures with no assurances of success.

Costs associated with significant legal proceedings may adversely affect our results of operations.

We are party to a number of legal proceedings and governmental entity investigations and other interactions. It is possible that the effect of these unresolved matters or costs and expenses incurred by us in connection with such proceedings or interactions could be material to our consolidated results of operations. For a discussion of these unresolved matters, see “Item 3. — Legal Proceedings.” These matters have resulted in, and may continue to result in, a diversion of our management’s time and attention as well as significant costs and expenses.

Our future growth and success will depend on our ability to compete successfully with companies that may have financial, marketing, technical, and other advantages over us.

We compete with many companies, some of which are larger and have access to greater capital resources. We believe that our future growth and success will depend on our ability to compete successfully with other companies that provide similar services in the same markets, some of which may have financial, marketing, technical, and other advantages. We cannot provide any assurance that we will be able to compete successfully, and the failure to do so could have a material adverse impact on our business, financial position, and operating results.

The loss or insolvency of any of our key customers would significantly reduce our revenue and operating results.

We are dependent on a large number of key customers, the loss or insolvency of which would significantly reduce our revenue and operating results. In 2010, Clear Channel represented approximately 20 percent of our revenue. Several other large customers represented significant portions of our 2010 revenue.

We cannot provide any assurances that we could replace the revenue that would be lost if any of our key customers failed to renew all or part of their agreements with us. The loss or insolvency of any of our key customers would materially and adversely impact our business, financial position and operating results.

Our agreements with our customers are not exclusive and contain no renewal obligations. The failure of our customers to renew all or part of their contracts could have an adverse impact on our business, financial position and operating results.

Our customer agreements do not prohibit our customers from entering into agreements with any other competing service provider, and once the term of the agreement (usually one to seven years) expires, there is generally no automatic renewal feature in our customer contracts. It is not unusual for our customer contracts to expire before renewal negotiations are concluded. Therefore, there may be significant uncertainty as to whether a particular customer will renew all or part of its contract and, if so, the particular terms of such renewal. If a customer owning stations in a significant number of markets does not renew its contracts, this would have an adverse impact on our business, financial position and operating results.

Long-term agreements with our customers limit our ability to increase the prices we charge for our services if our costs increase.

We generally enter into long-term contracts with our customers, including contracts for delivery of our radio audience ratings services. The term of these customer agreements usually ranges from one to seven years. Over the term of these agreements our costs of providing services may increase, or increase at rates faster than our historical experience. Although our customer contracts generally provide for annual price increases, there can be no assurance that these contractual revenue increases will exceed any increased cost of providing our services, which could have an adverse impact on our business, financial position and operating results.

The success of our radio audience ratings business depends on diarykeepers who record their listening habits in diaries and return these diaries to us and panelists who carry our PPM devices. Our failure to collect these diaries or to recruit compliant participants could adversely impact our business.

We use listener diaries and electronic data gathered from participants who agree to carry our PPM devices to gather radio listening data from sample households in the United States local markets for which we currently provide radio ratings. A representative sample of the population in each local market is randomly selected for each survey. To encourage their participation in our surveys, we give participants a cash incentive. It is becoming increasingly difficult and more costly to obtain consent from the phone sample to participate in the surveys, especially among younger demographic groups. Achieving adequate response rates is important to maintain confidence in our ratings, the support of the industry and accreditation by the MRC. Our failure to successfully recruit compliant survey participants could adversely impact our business, financial position and operating results. Our survey and panel participants do so, on a voluntary basis only, and there can be no assurance that they will continue to do so.

Errors, defects or disruptions in the hardware or software used to produce or deliver our services could diminish demand for our services and subject us to substantial liability.

Because our services are complex and we have deployed a variety of new computer hardware and software, both developed in-house and acquired from third-party vendors, our hardware or software used to produce or deliver our services may have errors or defects that could result in unanticipated downtime for our subscribers and harm our reputation and our business. We have from time to time found defects in the hardware or software used to produce or deliver our services and new errors in our existing software services may be detected in the future. In addition, our customers may use our software services in unanticipated ways that may cause a disruption in software service for other customers attempting to access our data. Because the services we provide are important to our customers’ businesses, any errors, defects, or disruptions in the hardware or software used to produce or deliver our services could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, or delay or withhold payment to us, we could lose future sales, or customers may make claims against us, which could adversely impact our business, financial position, and results of operations.

Interruptions, delays, or unreliability in the delivery of our services could adversely affect our reputation and reduce our revenues.

Our customers currently access our services via the Internet. We currently rely on third parties to provide data services and disaster recovery data services. Despite any precautions we may take, any unsuccessful or delayed data

transfers may impair the delivery of our services. Further, any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business may be further harmed if customers and potential customers believe our services are unreliable.

We rely on third parties to provide data and services in connection with our current business and we may require additional third-party data and services to expand our business in the future, which, if unavailable for our use or not available to us on favorable terms, could adversely impact our business.

In the event that third-party data and services are unavailable for our use or are not available to us on favorable terms, our business could be adversely impacted. Further, in order for us to build on our experience in the radio audience ratings industry and expand into ratings for other types of media, we may need to enter into agreements with third parties. Our inability to enter into these agreements with third parties at all or upon favorable terms, when necessary, could adversely impact our growth and business.

We are dependent on our proprietary software and hardware systems for current and future business requirements. Significant delays in the completion of these systems, cost overages and/or inadequate performance or failure of the systems once completed could adversely impact our business, financial position and operating results.

We are increasingly reliant on our proprietary software and hardware systems. We are engaged in an effort to upgrade, enhance, and, where necessary, replace our internal processing software for Diary and PPM ratings services, and our client software. Significant delays in the completion of these systems, or cost overages, could have an adverse impact on our business and inadequate performance or failure of these systems, once completed, could adversely impact our business, financial position and operating results.

If our proprietary systems such as PPM devices, in-home beacons, media encoders, or related firmware inadequately perform or fail, our ability to provide our PPM ratings services could be significantly impacted and such impact could materially and adversely impact our business, financial position and operating results.

Operation of the PPM ratings service is dependent on a limited number of vendors that assemble the PPM equipment according to our proprietary design as well as on those who manufacture parts.

We will need to purchase equipment used in the PPM ratings service and we are currently dependent on two vendors to assemble our PPM equipment. The equipment must be assembled by the vendors in a timely manner, in the quantities needed and with the quality necessary to function appropriately in the market. Certain specialized parts used in the PPM equipment may impact the manufacturing and the timing of the delivery of the equipment to us. We may become liable for design or manufacturing defects in the PPM equipment. In addition, if countries and states enact additional regulations limiting certain materials, we may be required to redesign some of our PPM components to meet these regulations. A redesign process, whether as a result of changed environmental regulations or our ability to obtain quality parts, may impact the manufacturing and timing of the delivery of the equipment to us. Our failure to obtain, in a timely manner, sufficient quantities of quality equipment to meet our needs could adversely impact the commercial deployment of the PPM ratings service and therefore could adversely impact our operating results.

Ownership shifts in the radio broadcasting industry may put pressure on the pricing of our quantitative radio audience ratings service and related software sales, thereby leading to decreased earnings growth.

Ownership shifts in the radio broadcasting industry could put pressure on the pricing of our quantitative radio audience ratings service and related software sales, from which we derive a substantial portion of our total revenue. We price our quantitative radio audience ratings service and related software applications on a per radio station, per service or per product basis, negotiating licenses and pricing with the owner of each radio station or group of radio stations. If we agree to make substantial price concessions, it could adversely impact our business, financial position and operating results.

The license of enhanced access to our respondent-level data to third-party data processors and customers could adversely impact the revenue derived from our existing software licenses.

We license our respondent-level database and the related software we use to calculate our audience estimates to certain customers that allow enhanced access to our respondent-level database. Previously, limited access to our respondent-level data was available only to those customers who licensed certain software services directly from us. As we license our enhanced access to the respondent-level data and software, sales of our existing software services may be adversely impacted.

Advertisers are pursuing increased accountability from the media industry for a return on their investments made in media, which could reduce demand for our services.

If advertisers see radio as less accountable, advertisers may shift advertising expenditures away from media that they perceive as less accountable. As a result, advertising agencies and radio stations may be less likely to purchase our media information services, which could have an adverse impact on our business, financial position and operating results.

Long-term disruptions in the mail, public utilities, telecommunication infrastructure and/or air service could adversely impact our business.

Our business is dependent on the use of the mail, public utilities, telecommunication infrastructure and air service. Long-term disruptions in one or more of these services, or orders of civil authority, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and/or acts of terrorism could adversely impact our business, financial position and operating results.

If the lump-sum payments made to retiring participants in our defined benefit plans exceed the total of the service cost and the interest cost in any year, we would need to record a loss, which may materially reduce our operating results.

Our defined benefit plans allow participants to receive a lump-sum distribution for benefits earned in lieu of annuity payments when they retire from Arbitron. If the lump-sum distributions made for a calendar year exceed the total of the service cost and interest cost, we must recognize in that year’s results of operations the pro rata portion of unrecognized actuarial loss equal to the percentage reduction of the projected benefit obligation. During the years ended December 31, 2010, 2009, and 2008, lump-sum payments in certain of our defined benefit plans exceeded the total of the service cost and the interest cost. This resulted in the recognition of a loss in the amount of $1.2 million, $1.8 million, and $1.7 million for the years ended December 31, 2010, 2009, and 2008, respectively. We cannot predict if or when the lump-sum payments in certain of our defined benefit plans may again exceed the total of the service cost and the interest cost. Any resulting adjustment could materially reduce operating results. See Note 14 in the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K for more information regarding our retirement plans.

If our subsidiary in India is not successful, we may incur losses.

The success of our subsidiary in India may be dependent on our ability to attract and retain talented software developers. The market for highly skilled workers in software development in India is becoming increasingly more competitive. If we are unable to attract and retain employees, we may need to shut down the facility, and this could adversely impact our financial position and operating results.

Risk Factors Relating to Our Indebtedness

Our credit facility contains restrictive covenants that limit our financial flexibility, which could adversely affect our ability to conduct our business.

On December 20, 2006, we entered into a five-year, $150.0 million revolving credit facility that contains financial terms, covenants and operating restrictions that could restrict our financial flexibility and could adversely impact our ability to conduct our business. These include:


	•	the requirement that we maintain certain leverage and coverage ratios; and

	•	restrictions on our ability to sell certain assets, incur additional indebtedness and grant or incur liens on our assets.

These restrictions may limit or prohibit our ability to raise additional debt capital when needed or could prevent us from investing in other growth initiatives. Our ability to comply with these financial requirements and other restrictions may be affected by events beyond our control, and our inability to comply with them could result in a default under the terms of the agreement.

If a default occurs, either because we are unable to generate sufficient cash flow to service the debt or because we fail 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, resulting in higher interest expense being incurred by us.

Further, as discussed above in “Risk Factors Relating to Our Business and the Industry in Which We Operate,” continued or intensified disruption in the credit markets may adversely affect our ability to draw on our credit facility, which could adversely affect our business.

Our revolving credit facility expires on December 20, 2011, and we may not be able to replace it on favorable market terms, or at all.

We compete in the capital markets with other potential borrowers. Our revolving credit facility expires on December 20, 2011. We may not be able to replace it on favorable market terms, or at all. If we are unable to replace it, if market conditions are unfavorable or we are unable to obtain alternative sources of liquidity, our business could be adversely impacted.

Risk Factors Relating to Owning Our Common Stock

Changes in market conditions, or sales of our common stock, could adversely impact the market price of our common stock.

The market price of our common stock depends on various financial and market conditions, which may change from time to time and which are outside of our control.

Sales of a substantial number of shares of our common stock, or the perception that such sales could occur, also could adversely impact prevailing market prices for our common stock. In addition to the possibility that we may sell shares of our common stock in a public offering at any time, we also may issue shares of common stock in connection with grants of restricted stock or upon exercise of stock options that we grant to our directors, officers and employees. All of these shares will be available for sale in the public markets from time to time.

It may be difficult for a third party to acquire us, which could depress the stock price of our common stock.

Delaware corporate law and our Amended and Restated Certificate of Incorporation and Bylaws contain provisions that could have the effect of delaying, deferring or preventing a change in control of Arbitron or the removal of existing management or directors and, as a result, could prevent our stockholders from being paid a premium for their common stock over the then-prevailing market price. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. These include:


	•	a stockholders’ rights plan, which likely will limit, through November 21, 2012, the ability of a third party to acquire a substantial amount of our common stock without prior approval by the Board of Directors;

	•	restriction from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder under Section 203 of the Delaware General Corporation Law;

	•	authorization to issue one or more classes of preferred stock that can be created and issued by the Board of Directors without prior stockholder approval, with rights senior to common stockholders;

	•	advance notice requirements for the submission by stockholders of nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting; and

	•	requirement of a supermajority vote of 80 percent of the stockholders to exercise the stockholders’ right to amend the Bylaws.

Our Amended and Restated Certificate of Incorporation also contains the following provisions, which could prevent transactions that are in the best interest of stockholders:


	•	requirement of a supermajority vote of two-thirds of the stockholders to approve some mergers and other business combinations; and

	•	restriction from engaging in a “business combination” with a “controlling person” unless either a modified supermajority vote is received or the business combination will result in the termination of ownership of all shares of our common stock and the receipt of consideration equal to at least “fair market value.”


ITEM 1B.	UNRESOLVED STAFF COMMENTS

None.


ITEM 2.	PROPERTIES

Our headquarters is located at 9705 Patuxent Woods Drive, Columbia, Maryland. In addition, we have five regional sales offices located in the metropolitan areas of New York City, New York; Atlanta, Georgia; Chicago, Illinois; Dallas, Texas; and Los Angeles, California; and operations offices in Dallas, Texas; Birmingham, Alabama; and Kochi, India. We conduct all of our operations in leased facilities. Most of these leases contain renewal options and require payments for taxes, insurance and maintenance in addition to base rental payments. We believe that our facilities are sufficient for their intended purposes and are adequately maintained.


ITEM 3.	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, U.S. Media Services & 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 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. In September 2009, the plaintiff sought leave to file a Second Amended Class Action Complaint in lieu of oral argument on the pending Motions to Dismiss. The court granted leave to file a Second Amended Class Action Complaint and denied the pending Motions to Dismiss without prejudice. On or about October 19, 2009, the plaintiff filed a Second Amended Class Action Complaint. Briefing on motions to dismiss the Second Amended Class Action Complaint was completed in March 2010. Arbitron and each of Mr. Morris and Mr. Creamer again moved to dismiss the Second Amended Class Action Complaint. On September 24, 2010, the Court granted Mr. Creamer’s motion to dismiss the plaintiff’s claims against him, and all claims against Mr. Creamer were dismissed with prejudice. The motions to dismiss the Second Amended Class Action Complaint by Arbitron and Mr. Morris were denied. Arbitron and Mr. Morris each then filed answers denying the claims.

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 current and former 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, the Company 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 December 2, 2009, Mr. Kiefl filed a second amended answer and third amended counterclaims seeking a judgment that: (i) he is an inventor and owner of one of the patents at issue, U.S. Patent No. 5,483,276 (the “276 Patent”), (ii) for unjust enrichment, and (iii) for such further relief as the court may deem just and proper. Mr. Kiefl has waived any claim of ownership as to the remaining patents covered by Arbitron’s complaint. Mr. Kiefl moved to dismiss Arbitron’s declaratory judgment claims as to those remaining patents, and Arbitron moved to dismiss Mr. Kiefl’s counterclaims in their entirety. On August 13, 2010, the Court granted both parties’ motions to dismiss, leaving intact only Arbitron’s claim that it is the sole owner of the ‘276 Patent. Kiefl’s motion to reconsider the dismissal of his counterclaim for inventorship of the ‘276 Patent was denied on October 6, 2010.

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 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 violation of New York consumer protection and civil rights laws relating to the marketing and commercialization in New York of our PPM 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 all reasonable measures designed to achieve certain specified metrics concerning sample performance indicator and in-tab rates (the “Specified Metrics”) in our New York local market PPM 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 had not: (i) obtained accreditation from the MRC of our New York local market PPM ratings service, (ii) achieved all of the minimum requirements set forth in the New York Settlement, and (iii) taken all reasonable measures designed to achieve the minimum requirements set forth in the New York Settlement, the New York Attorney General reserved the right to rescind the New York Settlement and reinstitute litigation against us for the allegations made in the civil action. While we cannot provide any assurance that the New York Attorney General will not seek to reinstitute litigation against us for the allegations made in the civil action, we believe we have taken all reasonable measures to achieve the minimum requirements set forth in the New York Settlement.

In 2009, we 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 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 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 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 had not obtained accreditation from the MRC of either our New York or Philadelphia local market PPM ratings service and also had failed to achieve all of the Specified Metrics, the New Jersey Attorney General reserved the right to rescind the New Jersey Settlement and reinstitute litigation against us for the allegations made in the New Jersey Action. While we cannot provide any assurance that the New Jersey Attorney General will not seek to reinstitute litigation against us for the allegations made in the civil action, we believe we have taken all reasonable measures to achieve the minimum requirements set forth in the New Jersey Settlement.

In 2009, the Company 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 created and funded a non-response bias study in the New York market, funded an advertising campaign promoting minority radio in major trade journals, and paid 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 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.

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 ratings service. The lawsuit seeks civil penalties of $10,000 for each alleged violation and an order preventing us from continuing to publish our PPM listening estimates in Florida. The Company has answered the Complaint, obtained a protective order from the court to protect the confidentiality of its documents, and produced documents.

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 4.	RESERVED

PART II


ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ARB.” As of February 22, 2011, there were 27,070,731 shares outstanding and 3,200 stockholders of record of our common stock, excluding individual participants.

The following table sets forth the high and low sale prices of our common stock as reported on the NYSE Composite Tape and the dividends declared per share of our common stock for each quarterly period for the two years ended December 31, 2010 and 2009.


2010	1Q		2Q		3Q		4Q		Full Year

High	$	29.06	$	33.52	$	31.82	$	42.55	$	42.55
Low	$	21.21	$	25.37	$	23.71	$	25.21	$	21.21
Dividend	$	0.10	$	0.10	$	0.10	$	0.10	$	0.40


2009	1Q		2Q		3Q		4Q		Full Year

High	$	17.44	$	22.45	$	21.07	$	25.36	$	25.36
Low	$	10.57	$	14.89	$	14.87	$	20.33	$	10.57
Dividend	$	0.10	$	0.10	$	0.10	$	0.10	$	0.40

The transfer agent and registrar for our common stock is The Bank of New York.


ITEM 6.	SELECTED FINANCIAL DATA

The selected financial data set forth below should be read together with the information under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Arbitron’s consolidated financial statements and related notes included in this Annual Report on Form 10-K. Our statements of income for the years ended December 31, 2010, 2009, and 2008 and balance sheet data as of December 31, 2010, and 2009 set forth below are derived from audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The statement of income data for the years ended December 31, 2007, and 2006 and balance sheet data as of December 31, 2008, 2007, and 2006 are derived from audited consolidated financial statements of Arbitron not included in this Annual Report on Form 10-K.


	As of and for the Years Ended December 31,
	2010		2009		2008			2007			2006
	(In thousands, except per share data)

Statement of Income Data
Revenue	$	395,379	$	384,952	$	368,824		$	338,469		$	319,335
Costs and expenses		329,729		330,111		312,359			279,187			243,386

Operating income		65,650		54,841		56,465			59,282			75,949
Equity in net income of affiliate(s)		7,092		7,637		6,677			4,057			7,748

Income from continuing operations before interest and income tax expense		72,742		62,478		63,142			63,339			83,697
Interest expense (income), net		970		1,346		1,593			(1,453	)		3,092

Income from continuing operations before income tax expense		71,772		61,132		61,549			64,792			80,605
Income tax expense		27,294		18,972		24,330			24,288			30,259

Income from continuing operations		44,478		42,160		37,219			40,504			50,346
Income (loss) from discontinued operations, net of taxes		—		—		(39	)		(324	)		312

Net income	$	44,478	$	42,160	$	37,180		$	40,180		$	50,658

Net Income Per Weighted Average Common Share
Basic
Continuing operations	$	1.66	$	1.59	$	1.37		$	1.38		$	1.68
Discontinued operations		—		—		(0.00	)		(0.01	)		0.01

Net income per share, basic	$	1.66	$	1.59	$	1.37		$	1.37		$	1.69

Diluted
Continuing operations	$	1.64	$	1.58	$	1.37		$	1.37		$	1.67
Discontinued operations		—		—		(0.00	)		(0.01	)		0.01

Net income per share, diluted	$	1.64	$	1.58	$	1.36		$	1.35		$	1.68

Cash dividends declared per share	$	0.40	$	0.40	$	0.40		$	0.40		$	0.40
Weighted average common shares used in calculations
Basic		26,759		26,493		27,094			29,399			29,937
Diluted		27,105		26,676		27,259			29,665			30,086
Balance Sheet Data
Current assets	$	94,823	$	77,637	$	74,318		$	69,928		$	105,545
Total assets		229,241		206,287		200,070			181,853			210,320
Long-term debt, including the short-term portion thereof		53,000		68,000		85,000			12,000			—
Stockholders’ equity (deficit)	$	77,651	$	30,575	$	(14,495	)	$	48,200		$	89,256
Share-based Compensation Data
Share-based compensation expense	$	6,478	$	10,031	$	8,415		$	6,532		$	6,545

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


ITEM 7.	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 that follow in this Annual Report on Form 10-K.

Overview

Historically, our quantitative radio ratings services and related software have accounted for a substantial majority of our revenue. Our radio audience ratings services and the related software revenues represented 88 percent, 88 percent, and 87 percent of our total revenue in 2010, 2009, and 2008, respectively. While we expect that our quantitative radio ratings services and related software 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 by exploring applications of the technology beyond our domestic radio ratings business.

As of December 31, 2010, we completed our previously announced plan to commercialize our PPM radio ratings service in 48 of the largest United States radio markets. According to our analysis of BIA’s 2010 Investing in Radio Market Report, those broadcasters with whom we have entered into multi-year PPM agreements account for most of the total radio advertising dollars 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 a result of the commercialization of the PPM service in these markets. Growth in revenue is expected for 2011 due to a full year impact of revenue recognized for the 48 PPM Markets commercialized prior to 2011. However, the full revenue impact of the launch of each PPM Market is not expected to occur within the first year after commercialization because our customer contracts allow for phased-in pricing toward the higher PPM service rate over a period of time.

Due to the high penetration of our current services in the radio broadcasting 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.

We depend on a limited number of key customers for our radio ratings services and related software. For example, in 2010, Clear Channel represented 20 percent of our total revenue. We cannot provide any assurances that we could replace the revenue that would be lost if any of our key customers failed to renew all or part of their agreements with us or became insolvent. The loss of any key customer would materially impact our business, financial position, and operating results.

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 ratings service, and manage increased costs for data collection, arising among other ways, from increased numbers of cell phone households, which are more expensive for us to recruit than households with landline phones, and in-person recruiting. Because we intend to continue to increase the number of cell phone households in our samples, as well as participate in targeted in-person recruiting, we believe these quality improvement initiatives will be a significant component of our operating costs. We currently anticipate that the total costs of cell phone household recruitment for both the PPM and Diary services, as well as the costs of in-person recruiting for the PPM service, will be approximately $14 million in 2011.

We maintain an ongoing commitment to continuous improvement and obtaining and/or maintaining MRC accreditation in all of our PPM Markets, and strive to develop and implement effective and efficient technological solutions to measure cross-platform media and advertising. 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.

Credit Facility

Our revolving credit facility agreement is scheduled to expire on December 20, 2011, and as a result, our $53.0 million outstanding borrowing under that agreement was reclassified as a current liability on our consolidated balance sheet in December 2010. See Liquidity and Capital Resources — Credit Facility below for further information regarding the terms of our revolving credit facility.

General Economic Conditions

Continued market disruptions could cause broader economic downturns, which also may lead to lower demand for our services or to our customers that have expiring contracts with us not to renew or to renew for fewer services, increased incidence of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable, insolvency, or bankruptcy of our customers, any of which could adversely affect our results of operations, liquidity, cash flows, and financial condition. As compared to our historical trends, we have experienced an increase in the average number of days our sales have been outstanding before we have received payment and a material increase in trade accounts receivable. If the recovery from the recent economic downturn slows or if the economy experiences another downturn in the foreseeable future, it may also lead to an increase of incidences of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, and a further increase in collection cycles for accounts receivable or insolvency of our customers.

Critical Accounting Policies and Estimates

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

Software development costs. We capitalize software development costs with respect to significant internal use software initiatives or enhancements 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 December 31, 2010, and 2009, our capitalized software developed for internal use had carrying amounts of $24.4 million and $23.9 million, respectively, including $12.4 million and $13.7 million, respectively, of software related to the PPM service.

Deferred income taxes. 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.

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. For further information regarding our unrecognized tax benefits, see Note 13 in the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K.

Insurance Receivables. During 2008, we became involved in two securities-law civil actions and a governmental interaction primarily related to the commercialization of our PPM service. Since 2008, we have incurred a combined total of $9.7 million in legal fees and expenses in connection with these matters. As of December 31, 2010, $5.9 million in insurance reimbursements related to these legal actions were received. As of December 31, 2010 and 2009, our insurance claims receivable related to these legal actions was $0.6 million and $3.5 million, respectively. These amounts are included in our prepaid expenses and other current assets on our balance sheet. See Note 8 in our Notes to Consolidated Financial Statements for additional information concerning our insurance recovery receivables.

Results of Operations

Comparison of Year Ended December 31, 2010 to Year Ended December 31, 2009

The following table sets forth information with respect to our consolidated statements of income for the years ended December 31, 2010 and 2009.

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


	Years Ended						Increase						Percentage
	December 31,						(Decrease)						of Revenue
	2010			2009			Dollars			Percent			2010			2009

Revenue	$	395,379		$	384,952		$	10,427			2.7	%		100.0	%		100.0	%

Costs and expenses
Cost of revenue		215,329			196,269			19,060			9.7	%		54.5	%		51.0	%
Selling, general and administrative		75,255			81,866			(6,611	)		(8.1	)%		19.0	%		21.3	%
Research and development		39,145			42,008			(2,863	)		(6.8	)%		9.9	%		10.9	%
Restructuring and reorganization		—			9,968			(9,968	)		(100.0	)%		0.0	%		2.6	%

Total costs and expenses		329,729			330,111			(382	)		(0.1	)%		83.4	%		85.8	%

Operating income		65,650			54,841			10,809			19.7	%		16.6	%		14.2	%
Equity in net income of affiliate		7,092			7,637			(545	)		(7.1	)%		1.8	%		2.0	%

Income before interest and tax expense		72,742			62,478			10,264			16.4	%		18.4	%		16.2	%
Interest income		14			49			(35	)		(71.4	)%		0.0	%		0.0	%
Interest expense		984			1,395			(411	)		(29.5	)%		0.2	%		0.4	%

Income before income tax expense		71,772			61,132			10,640			17.4	%		18.2	%		15.9	%
Income tax expense		27,294			18,972			8,322			43.9	%		6.9	%		4.9	%

Net income	$	44,478		$	42,160		$	2,318			5.5	%		11.2	%		11.0	%

Income per weighted average common share
Basic	$	1.66		$	1.59		$	0.07			4.4	%

Diluted	$	1.64		$	1.58		$	0.06			3.8	%

Cash dividends declared per common share	$	0.40		$	0.40		$	—			—

Other data:
EBIT(1)	$	72,742		$	62,478		$	10,264			16.4	%
EBITDA(1)	$	100,250		$	85,847		$	14,403			16.8	%
EBIT and EBITDA Reconciliation(1)
Net income	$	44,478		$	42,160		$	2,318			5.5	%
Income tax expense		27,294			18,972			8,322			43.9	%
Interest (income)		(14	)		(49	)		35			(71.4	)%
Interest expense		984			1,395			(411	)		(29.5	)%

EBIT(1)		72,742			62,478			10,264			16.4	%
Depreciation and amortization		27,508			23,369			4,139			17.7	%

EBITDA(1)	$	100,250		$	85,847		$	14,403			16.8	%

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


(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.”

Revenue. Revenue increased by 2.7% or $10.4 million for the year ended December 31, 2010, as compared to the same period in 2009 primarily due to higher fees charged for PPM-based ratings than for Diary-based ratings within the PPM Markets commercialized. PPM-based ratings service revenue increased by $70.2 million primarily due to the partial year impact of the 15 PPM Markets commercialized during 2010 and the full year impact of the 19 PPM Markets commercialized in 2009, as well as price escalators in all PPM commercialized markets. Included in the above net increase in revenue related to our PPM service is a $4.0 million decrease in pre-currency revenue from $7.9 million for 19 PPM Markets commercialized during 2009 to $3.9 million for the 15 smaller PPM Markets commercialized during 2010.

This increase in PPM revenue was substantially offset by a $54.5 million decrease in revenue related to the transition from our Diary-based ratings service, as well as a $4.7 million reduction in revenue associated with two customers, primarily attributable to Cumulus but also including Clear Channel, for our Diary-based radio ratings service in a limited number of small and medium-sized markets. PPM International revenue decreased by $0.9 million largely due to decreased equipment sales.

Included in the above fluctuations in revenue related to our Diary-based ratings service and our PPM ratings service is a $17.7 million aggregate decrease in revenue from customers, including Univision, that were subscribers in 2009 but either did not subscribe or reduced their level of subscribed services in 2010.

Cost of Revenue. Cost of revenue increased by 9.7% or $19.1 million for the year ended December 31, 2010, as compared to the same period in 2009. Cost of revenue increased primarily due to $15.0 million of increased PPM service-related costs incurred to build and manage PPM panels for the 48 PPM Markets commercialized as of December 31, 2010, as compared to the 33 PPM Markets commercialized as of December 31, 2009. In addition, we incurred $2.5 million of increased costs associated with our cross-platform services and $2.1 million of increased recruitment costs related to cell phone household recruiting for both the Diary and PPM services and targeted in-person recruiting for our PPM service. Recruitment costs are expected to increase as we strive to continuously improve the quality of our samples. These increases were partially offset by a $0.9 million decrease for PPM International related to lower revenues.

Selling, General, and Administrative. Selling, general, and administrative decreased by 8.1% or $6.6 million for the year ended December 31, 2010, as compared to the same period in 2009. Selling, general, and administrative decreased primarily due to a $4.6 million decrease in selling and marketing expenses resulting from cost containment and reduction initiatives, a $3.7 million net decrease in non-cash share-based compensation resulting primarily from CEO successions during 2009 and 2010, and a $3.5 million decrease in legal fees. These decreases were partially offset by an increase of $2.8 million in severance charges, and a $1.2 million supplemental retirement plan settlement loss incurred during the first quarter of 2010.

Research and Development. Research and development decreased by 6.8% or $2.9 million for the year ended December 31, 2010, as compared to the same period in 2009. Research and development decreased primarily due to a $1.4 million reduction in development costs related to our PPM service, a $0.8 million reduction in development costs related to cross-platform services, and a $0.6 million decrease associated with the development of our client software.

Restructuring and Reorganization. During 2009, we reduced our workforce by approximately 10 percent of our full-time employees. No restructuring expenses were incurred during 2010, as compared to $10.0 million of pre-tax restructuring charges, related principally to severance, termination benefits, outplacement support, and certain other expenses in connection with our restructuring plan.

Income Tax Expense. The effective tax rate increased to 38.0% for the year ended December 31, 2010, from 31.0% for the year ended December 31, 2009, primarily due to a state tax benefit recognized as a result from a favorable state tax ruling received during the fourth quarter of 2009.

EBIT is calculated by deducting interest income from net income and adding back interest expense and income tax expense to net income. EBITDA is calculated by deducting interest income from net income and adding back interest expense, income tax expense, and depreciation and amortization to net income. EBIT and EBITDA should not be considered substitutes either for net income, 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 16.4% or $10.3 million for the year ended December 31, 2010, as compared to the same period in 2009, primarily due to higher revenue in 2010 while total costs and expenses were relatively unchanged. EBITDA increased by 16.8% or $14.4 million because this non-GAAP financial measure excludes depreciation and amortization, which for 2010 increased by $4.1 million as compared to 2009.

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008

The following table sets forth information with respect to our consolidated statements of income for the years ended December 31, 2009 and 2008.

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


	Years Ended					Increase						Percentage
	December 31,					(Decrease)						of Revenue
	2009		2008			Dollars			Percent			2009			2008

Revenue	$	384,952	$	368,824		$	16,128			4.4	%		100.0	%		100.0	%

Costs and expenses
Cost of revenue		196,269		185,632			10,637			5.7	%		51.0	%		50.3	%
Selling, general and administrative		81,866		85,315			(3,449	)		(4.0	)%		21.3	%		23.1	%
Research and development		42,008		41,412			596			1.4	%		10.9	%		11.2	%
Restructuring and reorganization		9,968		—			9,968			100.0	%		2.6	%		0.0	%

Total costs and expenses		330,111		312,359			17,752			5.7	%		85.8	%		84.7	%

Operating income		54,841		56,465			(1,624	)		(2.9	)%		14.2	%		15.3	%
Equity in net income of affiliate(s)		7,637		6,677			960			14.4	%		2.0	%		1.8	%

Income from continuing operations before interest and tax expense		62,478		63,142			(664	)		(1.1	)%		16.2	%		17.1	%
Interest income		49		623			(574	)		(92.1	)%		0.0	%		0.2	%
Interest expense		1,395		2,216			(821	)		(37.0	)%		0.4	%		0.6	%

Income from continuing operations before income tax expense		61,132		61,549			(417	)		(0.7	)%		15.9	%		16.7	%
Income tax expense		18,972		24,330			(5,358	)		(22.0	)%		4.9	%		6.6	%

Income from continuing operations		42,160		37,219			4,941			13.3	%		11.0	%		10.1	%
Discontinued operations
Loss from discontinued operations, net of		—		(462	)		462			100.0	%		0.0	%		(0.1	)%
Gain on sale, net of taxes		—		423			(423	)		100.0	%		0.0	%		0.1	%

Total loss from discontinued operations, net of taxes		—		(39	)		39			(100.0	)%		0.0	%		(0.0	)%

Net income	$	42,160	$	37,180		$	4,980			13.4	%		11.0	%		10.1	%

Income per weighted average common share
Basic
Continuing operations	$	1.59	$	1.37		$	0.22			16.1	%
Discontinued operations		—		—			—			—

Net income per share, basic	$	1.59	$	1.37		$	0.22			16.1	%

Diluted
Continuing operations	$	1.58	$	1.37		$	0.21			15.3	%
Discontinued operations		—		—			—			—

Net income per share, diluted	$	1.58	$	1.36		$	0.22			16.2	%

Cash dividends declared per common share	$	0.40	$	0.40		$	—			—

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

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


	Years Ended						Increase
	December 31,						(Decrease)
	2009			2008			Dollars			Percent

Other data:
EBIT(1)	$	62,478		$	63,142		$	(664	)		(1.1	)%
EBITDA(1)	$	85,847		$	80,605		$	5,242			6.5	%
EBIT and EBITDA Reconciliation(1)
Income from continuing operations	$	42,160		$	37,219		$	4,941			13.3	%
Income tax expense		18,972			24,330			(5,358	)		(22.0	)%
Interest (income)		(49	)		(623	)		574			(92.1	)%
Interest expense		1,395			2,216			(821	)		(37.0	)%

EBIT(1)		62,478			63,142			(664	)		(1.1	)%
Depreciation and amortization		23,369			17,463			5,906			33.8	%

EBITDA(1)	$	85,847		$	80,605		$	5,242			6.5	%


(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.”

Revenue. Revenue increased 4.4% or $16.1 million for the year ended December 31, 2009, as compared to 2008. Revenue increased, in particular, by $86.9 million due to the partial year impact of the commercialization of 19 PPM Markets during 2009, as well as the full year impact of the 12 PPM Markets commercialized during 2008. Higher fees are charged for PPM-based ratings than for Diary-based ratings within the PPM Markets commercialized. The increase in revenue due to PPM Market commercialization was largely offset by a $64.7 million decrease related to the transition from our Diary-based ratings service. PPM International sales increased by $1.5 million for the year ended December 31, 2009, as compared to 2008.

These net increases were partially offset by a $5.0 million reduction in revenue associated with two customers, primarily Cumulus, Inc., for our Diary-based radio ratings service in a limited number of small and medium sized markets. The growth rate of our ratings revenue was also diminished due to decreased demand for discretionary services, such as software and qualitative data services, in the currently challenging economic environment. Revenue associated with these two qualitative services decreased by $2.7 million for the year ended December 31, 2009, as compared to 2008.

Cost of Revenue. Cost of revenue increased by 5.7% or $10.6 million for the year ended December 31, 2009, as compared to 2008. Cost of revenue increased due to $18.6 million of increased PPM service related costs, including $2.0 million in increased cell-phone-only household recruitment for our PPM service, incurred to build and manage PPM panels for the 33 PPM Markets commercialized in total as of December 31, 2009, as compared to the 14 PPM Markets commercialized as of December 31, 2008. In addition, we spent $6.4 million on cell-phone-only household recruitment initiatives for our Diary service during 2009 and $2.9 million in increased costs incurred during the year ended December 31, 2009, to support the increased infrastructure within our computer center. These increases were partially offset by a $9.1 million decrease in Diary data collection and processing costs, excluding Diary cell-phone-only household recruitment, as a result of the transition from our Diary service to the PPM service in certain markets, and a $4.9 million decrease associated with labor cost reductions resulting from our restructuring initiative. Scarborough royalty costs decreased by $1.4 million for the year ended December 31, 2009, as compared to 2008, due to the decreased demand for discretionary services, such as software and qualitative data services.

Selling, General, and Administrative. Selling, general, and administrative expense decreased by 4.0% or $3.4 million for the year ended December 31, 2009, as compared to 2008, due primarily to a $4.8 million decrease related to cost savings incurred as a result of our restructuring and reorganization plan, a $2.5 million decrease in net legal costs and a $0.7 million decrease in employee incentive compensation expense. These decreases in selling, general, and administrative expense were partially offset by an increase in share-based compensation expense of $2.3 million, a $1.3 million insurance recovery reversal associated with an insurance claim settlement for certain legal matters and governmental interactions, and a $1.1 million increase in our bad debt expense primarily due to the impact of the declining economy for the year ended December 31, 2009, as compared to 2008.

Restructuring and Reorganization. During 2009, we reduced our workforce by approximately 10 percent of our full-time employees. We incurred $10.0 million of pre-tax restructuring charges, related principally to severance, termination benefits, outplacement support, and certain other expenses in connection with our restructuring plan, including a $1.8 million settlement loss related to two of our retirement plans.

Equity in Net Income of Affiliates. Equity in net income of affiliates increased by 14.4% or $1.0 million for the year ended December 31, 2009, as compared to 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 year ended December 31, 2008, as compared to no loss incurred for 2009. This increase was partially offset by a decrease in our share of the Scarborough affiliate income of $0.9 million for the year ended December 31, 2009, as compared to 2008.

Income Tax Expense. The effective tax rate on continuing operations was 31.0% for the year ended December 31, 2009. The effective tax rate decreased from 39.5% in 2008 to 31.0% in 2009 primarily due to a $4.8 million tax benefit recognized as a result of a favorable state tax ruling received during the fourth quarter of 2009.

Net Income. Net income increased by 13.4% or $5.0 million for the year ended December 31, 2009, as compared to 2008, primarily due to the increased revenue associated with our transition to our PPM service, net of costs incurred in our continuing efforts to further build and operate our PPM service panels for the 33 PPM Markets commercialized as of December 31, 2009. Such efforts include supporting recruitment initiatives aimed at increasing our representation of cell-phone-only households within our audience ratings services. Net income was favorably impacted by a nonrecurring state net operating loss tax benefit in the amount of $4.8 million recorded during the fourth quarter of 2009, and net income was adversely impacted by a $1.3 million insurance recovery reversal associated with an insurance claim settlement for certain legal matters and governmental interactions.

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 $0.7 million for the year ended December 31, 2009, as compared to 2008. However, EBITDA increased by 6.5% or $5.2 million because this non-GAAP financial measure excludes depreciation and amortization, which for the year ended December 31, 2009, increased by 33.8%, as compared to 2008.

Liquidity and Capital Resources

Comparison of Year Ended December 31, 2010 to Year Ended December 31, 2009


	As of December 31,			As of December 31,
	2010			2009			Change

Cash and cash equivalents	$	18,925		$	8,217		$	10,708
Working deficit	$	(32,333	)	$	(10,737	)	$	(21,596	)
Working capital, excluding deferred revenue and current portion of credit facility	$	57,146		$	32,411		$	24,735
Total debt	$	53,000		$	68,000		$	(15,000	)

We have relied upon our cash flow from operations, supplemented by borrowings under our available revolving credit facility (“Credit Facility”) as needed, to fund our dividends, capital expenditures, contractual obligations, and share repurchases. We expect that our cash position as of December 31, 2010, cash flow generated from operations, and our Credit Facility will be sufficient to support our operations for the next 12 to 24 months. We expect to renew or replace our revolving credit facility prior to December 20, 2011, the Credit Facility’s expiration date. See “Credit Facility” for further discussion of the relevant terms and covenants.

Operating activities. For the year ended December 31, 2010, the net cash provided by operating activities was $71.8 million, which was primarily due to $100.3 million in EBITDA, as discussed and reconciled to net income in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations,” partially offset by $24.9 million in income taxes paid.

Net cash provided by operating activities was negatively impacted by $8.6 million due to increased accounts receivable balances, which resulted substantially from increased billings related to the completion of our plan to commercialize our PPM ratings service in the PPM Markets.

Investing activities. Net cash used in investing activities for the years ended December 31, 2010, and 2009, was $39.2 million and $35.1 million, respectively. This $4.1 million increase in cash used in investing activities was due to a $4.5 million licensing arrangement entered during the first quarter of 2010, as well as a $2.5 million asset acquisition during the second quarter of 2010, partially offset by a $1.6 million decrease in purchases of equity and other investments. For additional information regarding our asset acquisitions and affiliate investments, see Note 6 — Goodwill and Other Intangible Assets and Note 4 — Equity and Other Investments, respectively, in the Notes to Consolidated Financial Statements within this Form 10-K.

Net cash used in investing activities for 2010 as compared to 2009 was also offset by a $1.3 million decrease in capital expenditures, primarily consisting of decreases of $0.9 million in software development and purchased costs and $0.4 million related to lower leasehold improvement purchases.

Financing activities. Net cash used in financing activities for the years ended December 31, 2010, and 2009, was $21.9 million and $22.8 million, respectively. This $0.9 million decrease in net cash used in financing activities was due primarily to a $6.6 million increase in proceeds from stock option exercises and stock purchase plans, which resulted from an increase in our company stock price during 2010, as well as a $2.0 million decrease in the net repayment of our outstanding obligations under our Credit Facility during 2010 as compared to 2009. These decreases to net cash used in financing activities were substantially offset by a $7.7 million change related to the recording of a bank overdraft payable in 2009.

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008

Liquidity indicators


	As of December 31,			As of December 31,
	2009			2008			Change

Cash and cash equivalents	$	8,217		$	8,658		$	(441	)
Working deficit	$	(10,737	)	$	(28,592	)	$	17,855
Working capital, excluding deferred revenue	$	32,411		$	28,712		$	3,699
Total long-term debt	$	68,000		$	85,000		$	(17,000	)

Operating activities. For the year ended December 31, 2009, the net cash provided by operating activities was $57.3 million, which was primarily due to $85.8 million in EBITDA, as discussed and reconciled to income from continuing operations in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations,” partially offset by $23.7 million in income taxes paid during 2009.

Net cash provided by operating activities also reflects a $5.3 million decrease related to increased accounts receivable balances resulting from higher billings and from slower collections from our customers in the midst of a declining economy.

Investing activities. Net cash used in investing activities was $35.1 million and $31.5 million for the years ended December 31, 2009, and 2008, respectively. This $3.6 million increase in cash used in investing activities was primarily due to 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. The increase in net cash used in investing activities was also due to a $2.1 million net cash inflow during the prior year associated with our discontinued operation of Continental Research, which was sold during 2008. See Note 3 — Discontinued Operations to the Notes to Consolidated Financial Statements in this Form 10-K for further information.

Financing activities. Net cash used in financing activities was $22.8 million and $26.9 million for the years ended December 31, 2009, and 2008, respectively. This $4.1 million decrease in net cash used in financing activities was due to several factors. Net cash used in financing activities decreased significantly due to a $100.0 million decrease related to no stock repurchase activity during 2009, as compared to $100.0 million in cash used to repurchase our common stock during 2008. Also, a decrease in net cash used in financing activity for the year ended December 31, 2009, as compared to 2008, related to $3.8 million in increased bank overdraft payables, which was recorded as a financing activity in 2009 as compared to no bank overdraft activity recorded for 2008.

These decreases in net cash used in financing activities were largely offset by $90.0 million in net debt activity, which was comprised of a net pay down of $17.0 million of outstanding obligations under our Credit Facility in 2009, as compared to $73.0 million of net borrowings to assist our cash flow from operations with funding our stock repurchase program during 2008. Net cash used in financing activities also increased due to a decline in our average stock price during the latter half of 2008, which persisted into 2009 at a level that caused a substantial number of our stock options to be out-of-the money during most of 2009. This caused a $9.3 million decrease in stock option exercises during 2009, as compared to 2008.

Credit Facility

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 outstanding debt obligation for our Credit Facility was reclassified as a current liability on our consolidated balance sheet in December 2010 due to its expected expiration during the year ended December 31, 2011. We expect to renew or replace our Credit Facility prior to its expiration on December 20, 2011.

The Credit Facility agreement contains an expansion feature for us to increase the total financing available under the Credit Facility by up to $50.0 million to an aggregate of $200.0 million. Such increased financing would 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.

Our Credit Facility contains financial terms, covenants and operating restrictions that potentially restrict our financial flexibility. The material debt covenants under our Credit Facility include both a maximum leverage ratio and a minimum interest coverage ratio. The leverage ratio is a non-GAAP financial measure equal to the amount of our consolidated total indebtedness, as defined in our Credit Facility, divided by a contractually defined adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and non- cash compensation (“Consolidated EBITDA”) for the trailing 12-month period. The interest coverage ratio is a non-GAAP financial measure equal to Consolidated EBITDA divided by total interest expense. Both ratios are designed as measures of our ability to meet

current and future obligations. The following table presents the actual ratios and their threshold limits as defined by the Credit Facility as of December 31, 2010:


Covenant	Threshold		Actual

Maximum leverage ratio		3.0		.50
Minimum interest coverage ratio		3.0		108

As of December 31, 2010, based upon these financial covenants, there was no default or limit on our ability to borrow the unused portion of our Credit Facility.

Our Credit Facility contains customary events of default, including nonpayment and breach covenants. In the event of default, repayment of borrowings under the Credit Facility could be accelerated. Our Credit Facility also contains cross default provisions whereby a default on any material indebtedness, as defined in the Credit Facility, could result in the acceleration of our outstanding debt and the termination of any unused commitment under the Credit Facility. The agreement 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 under the Credit Facility were $53.0 million and $68.0 million as of December 31, 2010, and December 31, 2009, respectively. We have been in compliance with the terms of the Credit Facility since the agreement’s inception. As of February 18, 2011, we had $33.0 million in outstanding debt under the Credit Facility.

Other Liquidity Matters

Recruitment of younger demographic groups through cell phone household and targeted in-person recruiting initiatives in both the Diary and PPM services has increased and will continue to increase our cost of revenue as we strive to continue to improve the quality of our samples. We believe our cash generated from operations, as well as access to the Credit Facility, is sufficient to fund such requirements for the next 12 to 24 months.

Contractual Obligations

The following table summarizes our contractual cash obligations as of December 31, 2010 (in thousands):


	Payments Due By Period
	Less Than		1 - 3		3 - 5		More Than
	1 Year		Years		Years		5 Years		Total
	(In thousands)

Debt(A)	$	53,431	$	—	$	—	$	—	$	53,431
Operating leases(B)		8,125		13,824		10,144		16,069		48,162
Purchase obligations(C)		3,978		—		—		—		3,978
Contributions for retirement plans(D)		2,529		—		—		—		2,529
Unrecognized tax benefits(E)		892		605		399		—		1,896

	$	68,955	$	14,429	$	10,543	$	16,069	$	109,996


(A)		See Note 10 in the Notes to Consolidated Financial Statements for additional information regarding our revolving credit facility (amounts in table consist of future payments of $53.0 million related to outstanding borrowings, and $0.4 million for interest).

(B)		See Note 12 in the Notes to Consolidated Financial Statements.

(C)		Other than for PPM equipment purchases, we generally do not make unconditional, noncancelable purchase commitments. We enter into purchase orders in the normal course of business, and they generally do not exceed one-year terms.


(D)		Amount represents an estimate of our cash contribution for 2011 for our retirement plans. Future cash contributions will be determined based upon the funded status of the plan. See Note 14 in the Notes to Consolidated Financial Statements.


(E)		The amount related to unrecognized tax benefits in the table includes $0.1 million of interest and penalties. See Note 13 in the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We did not enter into any off-balance sheet arrangements during the years ended December 31, 2010, 2009 or 2008, nor did we have any off-balance sheet arrangements outstanding as of December 31, 2010, or 2009.

New Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (i.e. “FASB”) issued Accounting Standards Update No. 2009-13 Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force (i.e. “ASU 2009-13”). This requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third party evidence of value is not available. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The impact of adopting this guidance is not expected to result in a material change to our financial statements.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We hold our cash and cash equivalents in highly liquid securities.

In December 2006, we entered into an agreement with a consortium of lenders to provide us up to $150.0 million of financing through a five-year, unsecured revolving credit facility. Interest on borrowings under the Credit Facility is calculated based on a floating rate for a duration of up to six months. We do not use derivatives for speculative or trading purposes. As of December 31, 2010, we reported outstanding borrowings under the Credit Facility of $53.0 million, which is also equal to the obligation’s fair value. A hypothetical market interest rate change of 1% would have an impact of $0.5 million on our results of operations over a 12-month period. A hypothetical market interest rate change of 1% would have no impact on either the carrying amount or the fair value of the Credit Facility.

Foreign Currency Risk

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


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of the independent registered public accounting firm and financial statements are set forth below (see Item 15(a) for a list of financial statements and financial statement schedules):

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Arbitron Inc.:

We have audited the accompanying consolidated balance sheets of Arbitron Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity (deficit), comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed under item 15(a)(2). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arbitron Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Arbitron Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2011, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Baltimore, Maryland

February 24, 2011

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Arbitron Inc.:

We have audited Arbitron Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Arbitron Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Arbitron Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Arbitron Inc. as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity (deficit), comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated February 24, 2011, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Baltimore, Maryland

February 24, 2011

ARBITRON INC.

Consolidated Balance Sheets
December 31, 2010 and 2009
(In thousands, except par value data)


	2010			2009

Assets
Current assets
Cash and cash equivalents	$	18,925		$	8,217
Trade accounts receivable, net of allowance for doubtful accounts of $4,708 in 2010 and $4,708 in 2009		59,808			52,607
Prepaid expenses and other current assets		11,332			11,831
Deferred tax assets		4,758			4,982

Total current assets		94,823			77,637
Equity and other investments		18,385			16,938
Property and equipment, net		70,332			67,903
Goodwill, net		38,895			38,500
Other intangibles, net		6,272			809
Noncurrent deferred tax assets		—			4,130
Other noncurrent assets		534			370

Total assets	$	229,241		$	206,287

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	10,007		$	14,463
Accrued expenses and other current liabilities		27,670			30,763
Current portion of long-term debt		53,000			—
Deferred revenue		36,479			43,148

Total current liabilities		127,156			88,374
Long-term debt		—			68,000
Noncurrent deferred tax liabilities		2,695			—
Other noncurrent liabilities		21,739			19,338

Total liabilities		151,590			175,712

Commitments and contingencies		—			—
Stockholders’ equity
Preferred stock, $100.00 par value, 750 shares authorized, no shares issued		—			—
Common stock, $0.50 par value, 500,000 shares authorized, 32,338 shares issued as of December 31, 2010, and 2009		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		313,226			267,305
Common stock held in treasury, 5,285 shares in 2010 and 5,750 shares in 2009		(2,642	)		(2,875	)
Accumulated other comprehensive loss		(10,060	)		(10,982	)

Total stockholders’ equity		77,651			30,575

Total liabilities and stockholders’ equity	$	229,241		$	206,287

See accompanying notes to consolidated financial statements.

ARBITRON INC.

Consolidated Statements of Income
Years Ended December 31, 2010, 2009, and 2008
(In thousands, except per share data)


	2010		2009		2008

Revenue	$	395,379	$	384,952	$	368,824

Costs and expenses
Cost of revenue		215,329		196,269		185,632
Selling, general and administrative		75,255		81,866		85,315
Research and development		39,145		42,008		41,412
Restructuring and reorganization		—		9,968		—

Total costs and expenses		329,729		330,111		312,359

Operating income		65,650		54,841		56,465
Equity in net income of affiliate(s)		7,092		7,637		6,677

Income from continuing operations before interest and income tax expense		72,742		62,478		63,142
Interest income		14		49		623
Interest expense		984		1,395		2,216

Income from continuing operations before income tax expense		71,772		61,132		61,549
Income tax expense		27,294		18,972		24,330

Income from continuing operations		44,478		42,160		37,219
Discontinued operations
Loss from discontinued operations, net of taxes		—		—		(462	)
Gain on sale of discontinued operations, net of taxes		—		—		423

Total loss from discontinued operations, net of taxes		—		—		(39	)

Net income	$	44,478	$	42,160	$	37,180

Income per weighted-average common share
Basic
Continuing operations	$	1.66	$	1.59	$	1.37
Discontinued operations		—		—		(0.00	)

Net income	$	1.66	$	1.59	$	1.37

Diluted
Continuing operations	$	1.64	$	1.58	$	1.37
Discontinued operations		—		—		(0.00	)

Net income	$	1.64	$	1.58	$	1.36

Weighted-average common shares used in calculations
Basic		26,759		26,493		27,094
Potentially dilutive securities		346		183		165

Diluted		27,105		26,676		27,259

Dividends declared per common share outstanding	$	0.40	$	0.40	$	0.40

Note: Certain per share data amounts may not total due to rounding.

ARBITRON INC.

Consolidated Statements of Stockholders’ Equity (Deficit)
Years Ended December 31, 2010, 2009, and 2008
(In thousands)


						Net
						Distributions
						to Parent			Retained						Accumulated
	Number of					Prior to			Earnings			Common Stock			Other			Total
	Shares			Common		March 31, 2001			Subsequent			Held in			Comprehensive			Stockholders’
	Outstanding			Stock		Spin-off			to Spin-off			Treasury			Loss			Equity (Deficit)

Balance at December 31, 2007		28,310			16,169		(239,042	)		279,996			(2,014	)		(6,909	)		48,200
Net income		—			—		—			37,180			—			—			37,180
Other comprehensive income (loss)
Foreign currency translation		—			—		—			—			—			(1,087	)		(1,087	)
Retirement and post-retirement liabilities		—			—		—			—			—			(12,468	)		(12,468	)
Income tax benefit		—			—		—			—			—			5,238			5,238
Dividends declared		—			—		—			(10,826	)		—			—			(10,826	)
Common stock issued from treasury stock		347			—		—			10,065			164			—			10,229
Non-cash share-based compensation		—			—		—			8,406			9			—			8,415
Common stock repurchased		(2,247	)		—		—			(98,876	)		(1,123	)		—			(99,999	)
Increased tax benefits from share-based awards		—			—		—			830			—			—			830
Impact of SFAS No. 158 measurement date adoption
Service, interest, and expected return component										(207	)								(207	)
Amortization of prior service and actuarial loss component		—			—		—			(223	)		—			223			—

Balance at December 31, 2008		26,410			16,169		(239,042	)		226,345			(2,964	)		(15,003	)		(14,495	)
Net income		—			—		—			42,160			—			—			42,160
Other comprehensive income (loss)
Foreign currency translation		—			—		—			—			—			(42	)		(42	)
Retirement and post-retirement liabilities		—			—		—			—			—			6,694			6,694
Income tax benefit		—			—		—			—			—			(2,631	)		(2,631	)
Dividends declared		—			—		—			(10,597	)		—			—			(10,597	)
Common stock issued from treasury stock		178			—		—			1,188			89			—			1,277
Non-cash share-based compensation		—			—		—			10,031			—			—			10,031
Reduced tax benefits from share-based awards		—			—		—			(1,822	)		—			—			(1,822	)

Balance at December 31, 2009		26,588			16,169		(239,042	)		267,305			(2,875	)		(10,982	)		30,575
Net income		—			—		—			44,478			—			—			44,478
Other comprehensive income (loss)
Foreign currency translation		—			—		—			—			—			61			61
Retirement and post-retirement liabilities		—			—		—			—			—			1,763			1,763
Income tax benefit		—			—		—			—			—			(902	)		(902	)
Dividends declared		—			—		—			(10,711	)		—			—			(10,711	)
Common stock issued from treasury stock		467			—		—			5,650			233			—			5,883
Non-cash share-based compensation		—			—		—			6,478			—			—			6,478
Increased tax benefits from share-based awards		—			—		—			26			—			—			26

Balance at December 31, 2010		27,055		$	16,169	$	(239,042	)	$	313,226		$	(2,642	)	$	(10,060	)	$	77,651

See accompanying notes to consolidated financial statements.

ARBITRON INC.

Consolidated Statements of Comprehensive Income
Years Ended December 31, 2010, 2009, and 2008
(In thousands)


	2010			2009			2008

Net income	$	44,478		$	42,160		$	37,180
Other comprehensive income (loss), net of tax
Change in foreign currency translation adjustment		(150	)		(26	)		(658	)
Change in retirement liabilities, net of tax (expense) benefit of $(691), $(2,647), and $4,809 for 2010, 2009, and 2008, respectively		1,072			4,047			(7,659	)

Other comprehensive income (loss)		922			4,021			(8,317	)

Comprehensive income	$	45,400		$	46,181		$	28,863

See accompanying notes to consolidated financial statements.

ARBITRON INC .

Consolidated Statements of Cash Flows
Years Ended December 31, 2010, 2009, and 2008
(In thousands)


	2010			2009			2008

Cash flows from operating activities
Net income	$	44,478		$	42,160		$	37,180
Less: loss from discontinued operations, net of taxes		—			—			(39	)

Income from continuing operations		44,478			42,160			37,219
Adjustments to reconcile income from continuing operations to net cash provided by operating activities
Depreciation and amortization of property and equipment		26,686			23,228			17,161
Amortization of intangible assets		822			141			302
Loss on asset disposals and impairments		3,011			2,088			1,598
Loss due to retirement plan settlements		1,222			1,803			1,670
Deferred income taxes		6,147			(1,690	)		2,400
Reduced tax benefits on share-based awards		—			(1,822	)		—
Equity in net income of affiliate(s)		(7,092	)		(7,637	)		(6,677	)
Distributions from affiliate		7,425			9,000			8,100
Bad debt expense		1,375			2,723			1,636
Non-cash share-based compensation		6,478			10,031			8,415
Changes in operating assets and liabilities
Trade accounts receivable		(8,576	)		(5,293	)		(17,502	)
Prepaid expenses and other assets		70			2,020			(7,026	)
Accounts payable		(1,959	)		(3,157	)		5,352
Accrued expense and other current liabilities		(1,465	)		312			1,471
Deferred revenue		(6,669	)		(14,156	)		(9,464	)
Other noncurrent liabilities		(143	)		(2,427	)		1,426
Net operating activities from discontinued operations		—			—			(1,194	)

Net cash provided by operating activities		71,810			57,324			44,887

Cash flows from investing activities
Additions to property and equipment		(30,425	)		(31,681	)		(32,005	)
License of other intangible assets		(4,500	)		—			—
Purchases of equity and other investments		(1,780	)		(3,400	)		(1,062	)
Payments for business acquisition		(2,500	)		—			(522	)
Net investing activities from discontinued operations		—			—			2,123

Net cash used in investing activities		(39,205	)		(35,081	)		(31,466	)

Cash flows from financing activities
Proceeds from stock option exercises and stock purchase plan		7,560			988			10,331
Stock repurchases		—			—			(99,999	)
Tax benefits realized from share-based awards		26			—			830
Dividends paid to stockholders		(10,667	)		(10,584	)		(11,022	)
Change in bank overdraft payables		(3,833	)		3,833			—
Borrowings under Credit Facility		10,000			33,000			140,000
Payments under Credit Facility		(25,000	)		(50,000	)		(67,000	)

Net cash used in financing activities		(21,914	)		(22,763	)		(26,860	)

Effect of exchange rate changes on cash and cash equivalents		17			79			(31	)

Net decrease in cash and cash equivalents		10,708			(441	)		(13,470	)
Cash and cash equivalents at beginning of year		8,217			8,658			22,128

Cash and cash equivalents at end of year	$	18,925		$	8,217		$	8,658

See accompanying notes to consolidated financial statements.

ARBITRON INC.

Notes to Consolidated Financial Statements


1.	Basis of Presentation

Basis of Consolidation

The consolidated financial statements of Arbitron Inc. (“Arbitron” or the “Company”) for the year ended December 31, 2010, reflect the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries: Arbitron Holdings Inc., Astro West LLC, Ceridian Infotech (India) Private Limited, Arbitron International, LLC, and Arbitron Technology Services India Private Limited. All significant intercompany balances and transactions have been eliminated in consolidation. The Company consummated the sale of CSW Research Limited (“Continental Research”) and Euro Fieldwork Limited, a subsidiary of Continental Research, on January 31, 2008. The financial information of Continental Research has been separately reclassified within the consolidated financial statements as a discontinued operation. See Note 3 for further information. Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform to the current period’s presentation.

Description of Business

Arbitron is a leading media and marketing information services firm, primarily serving radio, advertising agencies, cable and broadcast television, advertisers, retailers, out-of-home media, online media and, through the Company’s Scarborough Research (“Scarborough”) joint venture with The Nielsen Company, broadcast television and print media. The Company currently provides 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.


2.	Summary of Significant Accounting Policies

Revenue Recognition

Syndicated or recurring products and services are licensed on a contractual basis. Revenues for such products and services are recognized over the term of the license agreement as products or services are delivered. Customer billings in advance of delivery are recorded as a deferred revenue liability. Deferred revenue relates primarily to quantitative radio measurement surveys which are delivered to customers in the subsequent quarterly or monthly period. Software revenue is recognized ratably over the life of the agreement. Through the standard software license agreement, customers are provided enhancements and upgrades, if any, that occur during their license term at no additional cost. Customer agreements with multiple licenses are reviewed for separate revenue recognition for deliverables specified by the agreements. Sales tax charged to customers is presented on a net basis within the consolidated income statement and excluded from revenues.

Expense Recognition

Direct costs associated with the Company’s data collection, diary processing and deployment of the Company’s Portable People Meter^tm (PPM^tm) ratings service are recognized when incurred and are included in cost of revenue. Selling, general, and administrative expenses are recognized when incurred. Research and development expenses consist primarily of expenses associated with the development of new products and customer software and other technical expenses including maintenance of operations and reporting systems.

Cash Equivalents

Cash equivalents consist primarily of highly liquid investments with insignificant interest rate risk and original maturities of three months or less.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Trade Accounts Receivable

Trade accounts receivable are recorded at invoiced amounts. The allowance for doubtful accounts is estimated based on historical trends of past due accounts and write-offs, as well as a review of specific accounts.

Inventories

Inventories consist of PPM equipment held for resale to international licensees of the PPM service. The inventory is accounted for on a first-in, first-out (FIFO) basis, as included in prepaids and other current assets in the accompanying consolidated balance sheet.

Property and Equipment

Property and equipment are recorded at cost and depreciated or amortized on a straight-line basis over the estimated useful lives of the assets, which are as follows:


Computer equipment		3 years
Purchased and internally developed software		3 – 5 years
Leasehold improvements		Shorter of useful life or life of lease
Machinery, furniture and fixtures		3 – 6 years

Repairs and maintenance are charged to expense as incurred. Gains and losses on dispositions are included in the consolidated results of operations at the date of disposal.

Expenditures for significant software purchases and software developed for internal use are capitalized. For software developed for internal use, external direct costs for materials and services and certain payroll and related fringe benefit costs are capitalized as well. 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. Management performs 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.

Equity and Other Investments

Equity and other investments is accounted for using either the equity method or the cost method, depending upon the nature of the Company’s investment interests. The equity method is used when the Company has an ownership interest of 50% or less and the ability to exercise significant influence or has a majority ownership interest but does not have the ability to exercise effective control. The cost method is used when the Company has an ownership of 20% or less and does not have the ability to exercise significant influence.

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and are regularly reviewed for impairment.

Goodwill and intangible assets not subject to amortization are tested annually for impairment or more frequently if events and circumstances indicate that the asset might be impaired. The Company performs its annual impairment test at the reporting unit level as of January 1st for each fiscal year. An impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and effective with the date classified as held for sale, are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale, as well as the results of operations and cash flows of the disposal group, if any, are presented separately in the appropriate sections of the consolidated financial statements for all periods presented.

Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Net Income per Weighted Average Common Share

The computations of basic and diluted net income per weighted-average common share for 2010, 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 December 31, 2010, 2009, and 2008, there were stock options to purchase 2,020,767, 2,852,161, and 1,713,557 shares of the Company’s common stock outstanding, respectively, of which stock options to purchase 1,179,840, 2,052,132, and 1,646,825 shares of the Company’s common stock, respectively, were excluded from the computation of the diluted net income per weighted-average common share, either because the stock options’ exercise prices were greater than the average market price of the Company’s common shares or assumed repurchases from proceeds from the stock options’ exercise were antidilutive.

Translation of Foreign Currencies

Financial statements of foreign subsidiaries are translated into United States dollars at current rates at the end of the period except that revenue and expenses are translated at average current exchange rates during each reporting period. Net translation exchange gains or losses and the effect of exchange rate changes on intercompany transactions of a long-term nature are recorded in accumulated other comprehensive loss in stockholders’ equity. Gains and losses from translation of assets and liabilities denominated in other than the functional currency of the operation are recorded in income as incurred.

Advertising Expense

The Company recognizes advertising expense the first time advertising takes place. Advertising expense for the years ended December 31, 2010, 2009 and 2008, was $1.0 million, $2.3 million and $1.8 million, respectively.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Accounting Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items, if any, subject to such estimates and assumptions may include: valuation allowances for receivables and deferred income tax assets, loss contingencies, and assets and obligations related to employee benefits. Actual results could differ from those estimates.

Legal Matters

The Company is involved, from time to time, in litigation and proceedings 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.

Leases

The Company conducts all of its operations in leased facilities and leases certain equipment which have minimum lease obligations under noncancelable operating leases. Certain of these leases contain rent escalations based on specified percentages. Most of the leases contain renewal options and require payments for taxes, insurance and maintenance. Rent expense is charged to operations as incurred except for escalating rents, which are charged to operations on a straight-line basis over the life of the lease.

New Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (i.e. “FASB”) issued Accounting Standards Update No. 2009-13 Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force (i.e. “ASU 2009-13”). This requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third party evidence of value is not available. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The management of the Company does not expect the impact of adopting this guidance to result in a material change to the Company’s financial statements.


3.	Discontinued Operation

On January 31, 2008, the sale of Continental Research was completed at a gain of $0.4 million. The results of operations and cash flow activity of Continental Research have been reclassified separately as a discontinued operation held for sale within the Company’s consolidated financial statements. The following table present key information associated with the operating results of the discontinued operations for the 2008 reporting period

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

presented in the Company’s income statement filed in this annual report on Form 10-K for the year ended December 31, 2010 (in thousands):


	Year Ended
Results of Operations of Discontinued Operations	December 31, 2008

Revenue	$	1,011

Operating loss		(791	)
Net interest income		7

Loss before income tax benefit		(784	)
Income tax benefit		322

Loss from discontinued operations, net of taxes		(462	)
Gain on sale, net of taxes		423

Total loss from discontinued operations, net of tax	$	(39	)


4.	Equity and Other Investments

The Company’s equity and other investments consisted of the following (in thousands):


	December 31,		December 31,
	2010		2009

Scarborough	$	13,205	$	13,538

TRA preferred stock		5,180		3,400

Equity and other investments	$	18,385	$	16,938

The Company’s 49.5% investment in Scarborough Research (“Scarborough”), a Delaware general partnership, is accounted for using the equity method of accounting. The Company’s preferred stock investment in TRA Global, Inc., a Delaware corporation (“TRA”), is accounted for using the cost method of accounting. See Note 17 for further information regarding the Company’s TRA investment as of December 31, 2010. During the year ended December 31, 2008, investment in affiliates included the Company’s investment in Scarborough, as well as a 50.0% interest in Project Apollo LLC, a pilot national marketing research service. The Project Apollo investment was accounted for using the equity method of accounting and was terminated on June 30, 2008. The following table shows the investment activity for each of the Company’s affiliates during 2010, 2009, and 2008.

Summary of Investment Activity in Affiliates (in thousands)


	Year Ended December 31, 2010								Year Ended December 31, 2009								Year Ended December 31, 2008
																				Project
	Scarborough			TRA		Total			Scarborough			TRA		Total			Scarborough			Apollo LLC			Total

Beginning balance	$	13,538		$	3,400	$	16,938		$	14,901		$	—	$	14,901		$	14,420		$	842		$	15,262
Equity in net income (loss)		7,092			—		7,092			7,637			—		7,637			8,581			(1,904	)		6,677
Distributions		(7,425	)		—		(7,425	)		(9,000	)		—		(9,000	)		(8,100	)		—			(8,100	)
Cash investments		—			1,780		1,780			—			3,400		3,400			—			1,062			1,062

Ending balance	$	13,205		$	5,180	$	18,385		$	13,538		$	3,400	$	16,938		$	14,901		$	—		$	14,901

Under the Scarborough partnership agreement, the Company has the exclusive right to license Scarborough’s services to radio stations, cable companies, and out-of-home media, and a nonexclusive right to license Scarborough’s services to advertising agencies and advertisers. The Company pays a royalty fee to Scarborough based on a percentage of revenues. Royalties of $26.2 million, $25.8 million and $26.8 million for 2010, 2009, and

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

2008, respectively, are included in cost of revenue in the Company’s consolidated statements of income. Accrued royalties due to Scarborough as of December 31, 2010, and 2009, of $6.0 million and $5.4 million, respectively, are recorded in accrued expenses and other current liabilities in the consolidated balance sheets.

Scarborough’s revenue was $64.3 million, $64.1 million and $69.3 million in 2010, 2009 and 2008, respectively. Scarborough’s net income was $14.2 million, $15.3 million and $17.0 million, respectively in the same periods. Scarborough’s total assets and liabilities were $33.0 million and $2.1 million, and $32.6 million and $1.1 million, as of December 31, 2010, and 2009, respectively.

Prior to the termination of Project Apollo LLC on June 30, 2008, Project Apollo LLC’s revenue was $0.6 million for the year ended December 31, 2008. Project Apollo LLC’s net loss was $3.8 million for the year ended December 31, 2008.


5.	Property and Equipment

Property and equipment as of December 31, 2010, and 2009 consist of the following (in thousands):


	2010			2009

Purchased and internally developed software	$	62,731		$	53,811
Portable People Meter equipment		45,240			38,155
Computer equipment		21,231			19,946
Leasehold improvements		17,537			16,298
Machinery, furniture and fixtures		9,221			9,443

		155,960			137,653
Accumulated depreciation and amortization		(85,628	)		(69,750	)

Property and equipment, net	$	70,332		$	67,903


	For the Years Ended December 31,
Additional Information	2010		2009		2008

Depreciation and Amortization:
Cost of revenue	$	24,778	$	20,702	$	15,086
Selling, general, and administrative		1,628		2,207		1,731
Research and development		280		319		344

Depreciation and amortization expense	$	26,686	$	23,228	$	17,161

Impairment charges	$	628	$	—	$	48
Interest capitalized during the year	$	34	$	52	$	107


6.	Goodwill and Other Intangible Assets

Goodwill is measured for impairment annually as of January 1 at the reporting unit level. A valuation is also performed when conditions arise that management determines could potentially trigger an impairment. As of December 31, 2010, the Company had one reporting unit (“Arbitron reporting unit”) and as such all of the Company’s goodwill has been allocated to it. For these purposes, the Company’s estimate of the fair value of the Arbitron reporting unit is equal to the Company’s market capitalization value calculated as the closing price of the Company’s common stock on the New York Stock Exchange on the impairment valuation date times the number of shares of our common stock outstanding on that date. For the fiscal years ended December 31, 2010, and 2009, the Company has determined that the estimated fair value of the Arbitron reporting unit substantially exceeds its carrying value, and therefore, no impairment exists as of those dates.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

On March 23, 2010, the Company announced that it had entered into a licensing arrangement with Digimarc Corporation (“Digimarc”) to receive a non-exclusive, worldwide and irrevocable license to a substantial portion of Digimarc’s domestic and international patent portfolio. The Company paid $4.5 million for this other intangible asset, which is being amortized over 7.0 years.

On June 15, 2010, Astro West LLC, a wholly owned subsidiary of the Company, completed the purchase of the technology portfolio, trade name, and equipment of Integrated Media Measurement, Inc., now doing business as Audience Measurement Technologies, Inc. The Company paid $2.5 million for the acquisition of these assets, which included $1.8 million in other intangible assets, $0.3 million in computer equipment, and $0.4 million of goodwill. The acquired other intangible assets are being amortized over 5.0 years.

The weighted average amortization period for the other intangible assets acquired during the year ended December 31, 2010 was 6.4 years.

Other intangible assets are being amortized to expense over their estimated useful lives. The following table presents additional information regarding the Company’s other intangible assets (in thousands):

Other intangible assets


	December 31, 2010
	Acquired
	software and			Patent
	trademarks			licenses			Customer lists			Total

Gross balance	$	1,785		$	4,500		$	1,413		$	7,698
Accumulated Amortization		(193	)		(487	)		(746	)		(1,426	)

Net	$	1,592		$	4,013		$	667		$	6,272


	December 31, 2009
	Acquired
	software and		Patent
	trademarks		licenses		Customer lists			Total

Gross balance	$	—	$	—	$	1,413		$	1,413
Accumulated Amortization		—		—		(604	)		(604	)

Net	$	—	$	—	$	809		$	809


	2010		2009		2008

Amortization expense for other intangible assets	$	822	$	141	$	302

Future amortization expense for other intangible assets is estimated to be as follows:


	Amount

2011	$	1,141
2012	$	1,141
2013	$	1,141
2014	$	1,142
2015	$	909
Thereafter	$	798

As of December 31, 2010, and 2009, the Company had no intangible assets with indefinite useful lives.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


7.	Restructuring and Reorganization Initiative

During the first quarter of 2009, the Company implemented a restructuring, reorganization and expense reduction plan (the “Plan”). The Plan included reducing the Company’s full-time workforce by approximately 10 percent. The Company incurred $10.0 million of restructuring charges during 2009, related principally to severance, termination benefits, outplacement support, retirement plan settlement charges and certain other expenses that were incurred as part of the Plan. No additional charges were incurred in 2010.

The following table presents additional information regarding the restructuring and reorganization activity for 2010 and 2009 (in thousands):


Restructuring and Reorganization	2010			2009

Beginning liability as of January 1,	$	482		$	—
Costs incurred and charged to expense		—			9,968
Costs paid during the year		(482	)		(7,683	)
Less: non-cash charges		—			(1,803	)

Ending liability as of December 31,	$	—		$	482

The ending restructuring and reorganization liability balance as of December 31, 2009 is included in the accrued expenses and other current liabilities on the Company’s consolidated balance sheet.


8.	Prepaids and Other Current Assets

Prepaids and other current assets as of December 31, 2010, and 2009, consist of the following (in thousands):


	December 31,		December 31,
	2010		2009

Prepaid income taxes	$	5,518	$	2,458
Survey participant incentives and prepaid postage		2,441		2,172
Insurance recovery receivables		601		4,391
Other		2,772		2,810

Prepaids and other current assets	$	11,332	$	11,831

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, which the management of the Company believes are covered by the Company’s Directors and Officers insurance policy. As of December 31, 2010, 2009, and 2008, the Company incurred-to-date $9.7 million, $8.8 million and $6.2 million, respectively, in legal fees and costs in defense of its positions related thereto. The Company reported $0.9 million, $0.7 million and a $4.8 million in estimated gross insurance recoveries as reductions to selling, general and administrative expense during the years ended December 31, 2010, 2009, and 2008, respectively. These reductions partially offset the $0.9 million, $2.6 million and $6.2 million in related legal fees recorded during 2010, 2009, and 2008, respectively. As of December 31, 2010, the Company had received $5.9 million in insurance reimbursements related to these legal actions. As of December 31, 2010 and 2009, the Company’s insurance claims receivable related to these legal actions was $0.6 million and $3.5 million, respectively.

During 2009 and 2008, the Company incurred $2.7 million in business interruption losses and damages as a result of Hurricane Ike. As of December 31, 2010, approximately $1.6 million in insurance reimbursement proceeds were received. No insurance reimbursements were expected to be received subsequent to December 31, 2010. As of December 31, 2009, the Company’s insurance claims receivable estimate related to Hurricane Ike was $0.9 million.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


9.	Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2010, and 2009, consist of the following (in thousands):


	2010		2009

Employee compensation and benefits	$	15,914	$	20,089
Royalties due to Scarborough		5,996		5,448
Dividend payable		2,697		2,646
Other		3,063		2,580

	$	27,670	$	30,763


10.	Current and 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”) expiring on December 20, 2011. The agreement contains an expansion feature to increase the total financing available under the Credit Facility by up to $50.0 million to an aggregate of $200.0 million. Such increased financing would 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. The Credit Facility includes a $15.0 million maximum letter of credit commitment. As of December 31, 2010, and 2009, the outstanding borrowings under the Credit Facility were $53.0 million and $68.0 million, respectively.

The Credit Facility has two borrowing options, a Eurodollar rate option or an alternate base rate option, as defined in the Credit Facility. 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 leverage ratio and is adjusted every 90 days. The Credit Facility 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.

Interest paid in 2010, 2009, and 2008, was $0.9 million, $1.4 million, and $2.3 million, respectively. Interest capitalized in 2010, 2009, and 2008 was less than $0.1 million in 2010 and $0.1 million in each of 2009 and 2008, respectively. Non-cash amortization of deferred financing costs classified as interest expense in 2010, 2009, and 2008, was $0.1 million for each of the three years. The interest rate on outstanding borrowings as of December 31, 2010, and 2009, was 0.83% and 1.03%, respectively.

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. The material debt covenants under the Company’s Credit Facility include both a maximum leverage ratio (“leverage ratio”) and a minimum interest coverage ratio (“interest coverage ratio”). The leverage ratio is a non-GAAP financial measure equal to the amount of the Company’s consolidated total indebtedness, as defined in the Credit Facility, divided by a contractually defined adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and non-cash compensation (“Consolidated EBITDA”) for the trailing twelve-month period. The interest coverage ratio is a non-GAAP financial measure equal to the same contractually defined Consolidated EBITDA divided by total interest expense. Both ratios are designed as measures of the Company’s ability to meet current and future obligations.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2010, based upon these financial covenants, there was no default or limit on the Company’s ability to borrow the unused portion of the Credit Facility.

The Credit Facility also contains customary events of default, including nonpayment and breach covenants. In the event of default, repayment of borrowings under the Credit Facility, as well as the payment of accrued interest and fees, could be accelerated. The Credit Facility also contains cross default provisions whereby a default on any material indebtedness, as defined in the Credit Facility, could result in the acceleration of our outstanding debt and the termination of any unused commitment under the Credit Facility. The Company currently has no outstanding debt other than those associated with borrowings under the Credit Facility. In addition, a default may result in the application of higher rates of interest on the amounts due.

Under the terms of the Credit Facility, all of the Company’s material domestic subsidiaries, if any, guarantee the commitment. As of December 31, 2010, and 2009, the Company had no material domestic subsidiaries as defined by the terms of the Credit Facility. As of December 31, 2010, and 2009, the Company was in compliance with the terms of its Credit Facility.


11.	Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of December 31, 2010, and 2009 were as follows (in thousands):


	2010			2009

Retirement plan liabilities, net of tax	$	(9,600	)	$	(10,672	)
Foreign currency translation		(460	)		(310	)

Accumulated other comprehensive loss	$	(10,060	)	$	(10,982	)


12.	Commitments and Contingencies

Leases

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

A summary of rental expense for the three years ended December 31, 2010, 2009, and 2008, is presented below, as well as the future minimum lease commitments under noncancelable operating leases having an initial term of more than one year (in thousands):


	2010			2009			2008

Summary of rental expense
Minimum rentals	$	9,088		$	9,724		$	9,854
Less: Sublease rentals		(938	)		(859	)		(836	)

Rental expense	$	8,150		$	8,865		$	9,018

Summary of future lease commitments
2011	$	8,125
2012		7,711
2013		6,113
2014		5,002
2015		5,142
Thereafter		16,069

Minimum payments required(a)	$	48,162


(a)		Minimum payments have not been reduced by sublease rentals of $3,007 due in the future under noncancelable subleases.

Legal Matters

As of December 31, 2010 and 2009, the Company recorded an estimated contingent loss of $0.5 million on the Company’s consolidated balance sheet as a result of a number of significant legal actions and governmental interactions primarily related to the commercialization of our PPM service.


13.	Income Taxes

The provision for income taxes on continuing operations is based on income recognized for consolidated financial statement purposes and includes the effects of permanent and temporary differences between such income and income recognized for income tax return purposes. As a result of the reverse spin-off from Ceridian, deferred tax assets consisting of net operating loss (“NOL”) and credit carryforwards were transferred from Ceridian to the Company, along with temporary differences related to the Company’s business. The NOL carryforwards will expire in various amounts from 2011 to 2029.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The components of income from continuing operations before income tax expense and a reconciliation of the statutory federal income tax rate to the income tax rate on income from continuing operations before income tax expense for the years ended December 31, 2010, 2009 and 2008 are as follows (dollars in thousands):


	2010			2009			2008

Income from continuing operations before income tax expense:
U.S.	$	70,657		$	59,853		$	61,898
International		1,115			1,279			(349	)

Total	$	71,772		$	61,132		$	61,549

Income tax expense:
Current:
U.S.	$	18,706		$	18,464		$	19,628
State, local and foreign		2,441			2,198			2,302

Total		21,147			20,662			21,930

Deferred:
U.S.		3,700			1,310			469
State, local and foreign		2,447			(3,000	)		1,931

Total		6,147			(1,690	)		2,400

	$	27,294		$	18,972		$	24,330

U.S. statutory rate		35.0	%		35.0	%		35.0	%

Income tax expense at U.S. statutory rate	$	25,120		$	21,396		$	21,542
State income taxes, net of federal benefit		2,834			2,904			2,770
Meals and entertainment		187			199			294
Foreign tax credit and capital loss carryforward		—			—			282
Decrease in valuation allowance for foreign tax credit and capital loss		(169	)		—			(282	)
State NOL’s recognized		—			(4,801	)		—
Adjustments to tax liabilities		202			207			257
Other		(880	)		(933	)		(533	)

Income tax expense	$	27,294		$	18,972		$	24,330

Effective tax rate		38.0	%		31.0	%		39.5	%

The effective tax rate on continuing operations was 38.0% for the year ended December 31, 2010. The effective tax rate increased from 31.0% in 2009 to 38.0% in 2010 primarily due to a state tax benefit recognized resulting from a favorable state tax ruling received during the fourth quarter of 2009.

In July 2008, the Indian government approved the Company’s application to conduct business in a Special Economic Zone (SEZ) providing for zero percent taxation on certain classes of income when certain conditions are met. We were in compliance with these conditions as of December 31, 2010. The earnings from our foreign operations in India are subject to a tax holiday which expires in fiscal year 2013. A deferred tax liability was recognized for the cumulative undistributed earnings which the Company does not expect to permanently reinvest outside of the U.S. Therefore, the Company’s reduction to tax expense due to the tax holiday in India was immaterial during fiscal years 2010 and 2009.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31, 2010, and 2009 (in thousands):


	2010			2009

Balance at January 1	$	2,210		$	1,420
Increases related to current year tax positions		270			436
(Decreases) Increases related to prior years’ tax positions		(353	)		541
Expiration of the statute of limitations for the assessment of taxes		(231	)		(187	)

Balance at December 31	$	1,896		$	2,210

During 2010, certain liabilities for tax contingencies related to prior periods were recognized. Certain other liabilities were reversed due to the settlement and completion of income tax audits and returns and the expiration of audit statutes during the year. The Company’s net unrecognized tax benefits for these changes and other items decreased by $0.3 million to $1.9 million as of December 31, 2010. If recognized, the $1.9 million of unrecognized tax benefits would reduce the Company’s effective tax rate in future periods.

The Company accrues potential interest and penalties and recognizes income tax expense where, under relevant tax law, interest and penalties would be assessed if the uncertain tax position ultimately were not sustained. The Company has recorded a liability for potential interest and penalties of $0.1 million as of December 31, 2010.

Management determined it is reasonably possible that certain unrecognized tax benefits as of December 31, 2010, will decrease during the subsequent 12 months due to the expiration of statutes of federal and state limitations and due to the settlement of certain state audit examinations. The estimated decrease in these unrecognized federal tax benefits and the estimated decrease in unrecognized tax benefits from various states are both immaterial.

The Company files numerous income tax returns, primarily in the United States, including federal, state, and local jurisdictions, and certain foreign jurisdictions. Tax years ended December 31, 2007 through December 31, 2009, remain open for assessment by the Internal Revenue Service. Generally, the Company is not subject to state, local, or foreign examination for years prior to 2005. However, tax years 1992 through 2004 remain open for assessment for certain state taxing jurisdictions where NOL carryforwards were utilized on income tax returns for such states since 2005.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Temporary differences and the resulting deferred income tax assets as of December 31, 2010, and 2009, were as follows (in thousands):


	2010			2009

Deferred tax assets
Current deferred tax assets
Accruals	$	3,315		$	3,688
Net operating loss carryforwards		1,443			1,294

		4,758			4,982
Noncurrent deferred tax assets
Benefit plans	$	8,744		$	9,191
Depreciation		649			701
Accruals		1,192			782
Net operating loss carryforwards		1,575			2,440
Share-based compensation		5,742			6,595
Partnership interest		2,002			2,024
Other		724			1,006

		20,628			22,739
Less valuation allowance		(163	)		(332	)

Total deferred tax assets		25,223			27,389
Deferred tax liabilities
Noncurrent deferred tax liabilities
Goodwill and other intangible amortization	$	(19,858	)	$	(16,151	)
Benefit plans		(2,431	)		(1,672	)
Other		(871	)		(454	)

Total deferred tax liabilities		(23,160	)		(18,277	)

Net deferred tax assets	$	2,063		$	9,112

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during periods in which the temporary differences become deductible and before tax credits or net operating loss carryforwards expire. Management considered the historical results of the Company during the previous three years and projected future U.S. and foreign taxable income and determined that a valuation allowance of $0.2 million and $0.3 million was required as of December 31, 2010 and 2009, respectively, for certain capital loss and foreign tax credit carryforwards.

Income taxes paid on continuing operations in 2010, 2009, and 2008 were $24.9 million, $23.7 million, and $19.8 million, respectively.


14.	Retirement Plans

Adoption of Measurement Date Provisions

The Company adopted revised defined benefit plan measurement provisions as of December 31, 2008, which required that the measurement date coincide with the date of the Company’s fiscal year-end statement of financial position. For the years ended December 31, 2010 and 2009, the Company’s measurement period was the 12 months

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

ended December 31, 2010 and 2009, respectively. For the year ended December 31, 2008, the Company recognized an adjustment to retained earnings associated with the first three months of transition within the 15 month measurement period ended December 31, 2008.

Recognition of Retirement Plan Settlements

In accordance with our retirement plan provisions, participants may elect, at their option, to receive their retirement benefits either in a lump sum payment or an annuity. 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 gain or loss in the plan should be recognized for the pro rata portion equal to the percentage reduction of the projected benefit obligation. The following table shows the income statement line items impacted by the recognition of the settlement charges in 2010, 2009, and 2008:


	(Dollars in thousands)
	2010		2009		2008

Cost of revenue	$	—	$	—	$	885
Selling, general, and administrative		1,222		—		484
Research and development		—		—		301
Restructuring and reorganization		—		1,803		—

Total costs and expenses	$	1,222	$	1,803	$	1,670

Pension Benefits

Certain of the Company’s U.S. employees participate in a defined benefit pension plan that closed to new participants effective January 1, 1995. Benefits under the plan for most eligible employees are calculated using the highest five-year average salary of the employee. Employees participate in this plan by means of salary reduction contributions. Vested benefits are based on an employee’s expected date of retirement. Retirement plan funding amounts are based on independent consulting actuaries’ determination of the Employee Retirement Income Security Act of 1974 funding requirements.

For purposes of measuring the Company’s benefit obligation as of December 31, 2010, and 2009, a discount rate of 5.09% and 5.52%, respectively, was used. These discount rates were chosen using an analysis of the Hewitt Bond Universe yield curve that reflects the plan’s projected cash flows. The fair value of plan assets increased by $2.3 million as of December 31, 2010, as compared to December 31, 2009, as investment gains exceeded benefits paid during the year. In addition, the plan’s projected benefit obligation increased by a net amount of $1.9 million, due partially to the use of a lower discount rate as of December 31, 2010. The Company’s projected benefit obligations exceeded plan assets by $9.8 million and $10.2 million as of December 31, 2010, and 2009, respectively. Pension cost, excluding any pension settlement charges incurred during the year, was $1.5 million, $1.5 million and $1.1 million for 2010, 2009, and 2008, respectively.

The Company’s expected long-term rate of return on assets is 8.0%. The Company employs a total return investment approach whereby a mix of equities and fixed income investments is used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The Company’s investment strategy is to diversify assets so that adverse results from one asset or asset class will not have an unduly detrimental effect on the entire portfolio. Diversification includes by type, by characteristic, and by number of investments, as well as by investment style of management organization.

The investment portfolio contains a diversified blend of common collective trust fund investments, which include both equity and fixed income type investments. Equity investments are diversified across U.S. and

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

non-U.S. stocks, as well as growth and value stocks. Fixed income investments are diversified across asset-backed and mortgage-backed securities, U.S. treasury securities, and corporate bonds. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and periodic investment performance reviews.

The Financial Accounting Standards Board provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 — Inputs to the valuation methodology include:


	•	Quoted prices for similar assets or liabilities in active markets;

	•	Quoted prices for identical or similar assets or liabilities in inactive markets;

	•	Inputs other than quoted prices that are observable for the asset or liability;

	•	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following is a description of the valuation methodologies used for assets measured at fair value.

Money market fund: The investment in the money market fund is valued at the net asset value of shares held at year end.

Collective investment funds: Investments in collective investment funds are valued at the last reported transaction price per unit.

The fair values of the Company’s pension plan assets at December 31, 2010, and 2009, by asset category are as follows (in thousands):


	As of December 31, 2010
			Quoted
			Prices in		Significant		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
Asset Category	Total Fair Value		Level 1		Level 2		Level 3

Collective investment funds
Fixed income(a)	$	10,626	$	—	$	10,626	$	—
U.S. equity growth		6,607		—		6,607		—
U.S. equity value		6,622		—		6,622		—
Foreign equity		2,658		—		2,658		—
Money market fund		345		345		—		—

Pension assets at December 31, 2010	$	26,858	$	345	$	26,513	$	—


(a)		As of December 31, 2010, the fixed income fund consisted of a 35% investment in asset and mortgage-backed securities, a 41% investment in U.S. treasury securities, and a 24% investment in corporate bonds.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


	As of December 31, 2009
			Quoted
			Prices in		Significant		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
Asset Category	Total Fair Value		Level 1		Level 2		Level 3

Collective investment funds
Fixed income(a)	$	9,810	$	—	$	9,810	$	—
U.S. equity growth		6,071		—		6,071		—
U.S. equity value		6,073		—		6,073		—
Foreign equity		2,437		—		2,437		—
Money market fund		196		196		—		—

Pension assets at December 31, 2009	$	24,587	$	196	$	24,391	$	—


(a)		As of December 31, 2009, the fixed income fund consisted of a 40% investment in mortgage-backed securities, a 37% investment in U.S. treasury securities, and a 23% investment in corporate bonds.

Cash held and intended to pay benefits is considered to be a residual asset in the asset mix, and therefore, compliance with the ranges and targets specified shall be calculated excluding such assets. Assets of the plan do not include securities issued by the Company. The target allocation for each asset class is 60% equity securities and 40% debt securities.

The components of net periodic cost and other comprehensive loss for the years ended December 31, 2010, 2009, and 2008, are as follows (in thousands):


Net Periodic Cost	2010			2009			2008

Service cost of benefits	$	731		$	790		$	783
Interest cost		1,883			1,847			2,026
Expected return on plan assets		(2,118	)		(2,172	)		(2,423	)
Amortization of net actuarial loss		1,052			992			728
Amortization of prior service cost		—			22			22

Total	$	1,548		$	1,479		$	1,136

Other changes in plan assets and projected benefit obligation recognized in other comprehensive loss
Net actuarial loss (gain) arising this year		281			(2,295	)		12,229
Actuarial loss charged to expense due to settlement		—			(1,521	)		(1,670	)
Net actuarial loss amortized this year		(1,052	)		(992	)		(728	)
Prior service cost amortized this year		—			(22	)		(22	)

Recognized in other comprehensive (loss) income		(771	)		(4,830	)		9,809

Recognized in net periodic pension cost and other
comprehensive (loss) income	$	777		$	(3,351	)	$	10,945

Measurement date change adjustment recognized directly into accumulated other comprehensive loss
Net actuarial loss		N/A			N/A		$	(182	)
Prior service cost		N/A			N/A		$	(6	)

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The Company’s estimate for contributions to be paid in 2011 is $2.2 million. The expected benefit payments are as follows (in thousands):


2011	$	1,929
2012	$	1,810
2013	$	1,946
2014	$	2,039
2015	$	2,092
2016 – 2020	$	12,867

The accumulated benefit obligation for the defined benefit pension plan was $32.6 million and $30.1 million as of December 31, 2010, and 2009, respectively.

The funded status of the plan as of the measurement dates of December 31, 2010, and 2009, and the change in funded status for the measurement periods ended December 31, 2010, and 2009, are shown in the accompanying table for the Company’s pension plan, along with the assumptions used in the calculations (dollars in thousands):


	Pension Plan
	2010			2009

Change in projected benefit obligation
At beginning of year	$	34,760		$	36,302
Service cost		731			790
Interest cost		1,883			1,847
Plan participants’ contributions		231			284
Actuarial (gain) loss		965			(420	)
Benefits paid		(1,880	)		(4,043	)

At end of year	$	36,690		$	34,760

Change in fair value of plan assets
At beginning of year	$	24,587		$	22,337
Actual return on plan assets		2,802			4,047
Employer contribution		1,118			1,962
Plan participants’ contributions		231			284
Benefits paid		(1,880	)		(4,043	)

At end of year	$	26,858		$	24,587

Funded status — net pension liability at year end	$	(9,832	)	$	(10,173	)

Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	$	13,665		$	14,436
Estimated amounts of accumulated other comprehensive loss to be recognized as net periodic cost during the subsequent year
Net actuarial loss	$	1,370		$	1,052
Weighted-average assumptions
Discount rate — components of cost		5.52	%		5.37	%
Discount rate — benefit obligations		5.09	%		5.52	%
Expected return on plan assets		8.00	%		8.00	%
Rate of compensation increase		N/A			N/A

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Supplemental Retirement Benefits

During the years ended December 31, 2010, 2009, and 2008, the Company sponsored two nonqualified, unfunded supplemental retirement plans; the Benefit Equalization Plan and the Supplemental Executive Retirement Plan (“BEP” and “SERP” respectively or “Supplemental Plans” combined). The purpose of the BEP is to ensure that pension plan participants will not be deprived of benefits otherwise payable under the pension plan but for the operation of the provisions of Internal Revenue Code sections 415 and 401. The accumulated benefit obligation for the BEP as of December 31, 2010, and 2009, was $2.9 million and $4.5 million, respectively. The SERP is a supplemental retirement plan for a former chief executive officer, who retired from the Company on December 31, 2009. The Company’s $0.7 million SERP obligation was paid during 2010, as was the $2.5 million portion of the BEP obligation related to the former chief executive officer. The accumulated benefit obligation for the SERP as of December 31, 2009, was $0.7 million.

As of December 31, 2010, and 2009, prepaid pension cost related to the BEP of $0.2 million and $0.1 million, respectively, was held in a benefit protection trust and included in other noncurrent assets in the consolidated balance sheets. The Company’s estimate for contributions to be paid for the BEP in 2011 is $0.2 million. The expected benefit payments for the BEP is as follows (in thousands):


2011	$	160
2012	$	160
2013	$	160
2014	$	160
2015	$	190
2016 – 2020	$	959

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The components of net periodic cost and other comprehensive (loss) income for the Supplemental Plans for the years ended December 31, 2010, 2009, and 2008 are as follows (in thousands):


Net periodic cost	2010			2009			2008

Service cost of benefits	$	16		$	93		$	118
Interest cost		192			318			234
Amortization of net actuarial loss		148			431			184
Amortization of prior service credit		—			(16	)		(22	)

Total	$	356		$	826		$	514

Other changes in plan assets and projected benefit obligation recognized in other comprehensive loss (income)
Net actuarial loss (gain) arising this year	$	493		$	(1,104	)	$	2,726
Net actuarial loss amortized this year		(148	)		(431	)		(184	)
Actuarial loss due to settlement		(1,222	)		(267	)		—
Prior service credit due to curtailment		—			6			—
Prior service credit amortized this year		—			16			22

Recognized in other comprehensive (loss) income	$	(877	)	$	(1,780	)	$	2,564

Recognized in net periodic cost and other comprehensive (loss) income	$	(521	)	$	(954	)	$	3,078

Measurement date change adjustment recognized directly into accumulated other comprehensive loss
Net actuarial loss		N/A			N/A		$	(33	)
Prior service cost		N/A			N/A		$	6

The funded status as of the measurement dates of December 31, 2010, and 2009, and the change in funded status for the measurement periods ended December 31, 2010, and 2009 are shown in the accompanying table for

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

the Company’s supplemental retirement plans, along with the assumptions used in the calculations (dollars in thousands):


	Supplemental Retirement Plans
	2010			2009

Change in projected benefit obligation
At beginning of year	$	5,720		$	7,028
Service cost		16			93
Interest cost		192			318
Plan participants’ contributions		6			26
Actuarial gain (loss)		493			(1,104	)
Benefits paid		(3,223	)		(662	)
Curtailment		—			21

At end of year	$	3,204		$	5,720

Change in fair value of plan assets
At beginning of year	$	—		$	—
Actual return on plan assets		—			—
Employer contribution		3,217			636
Plan participants’ contributions		6			26
Benefits paid		(3,223	)		(662	)

At end of year	$	—		$	—

Funded status — net liability at year end	$	(3,204	)	$	(5,720	)

Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	$	1,552		$	2,429
Estimated amounts of accumulated other comprehensive loss to be recognized as net periodic cost during the subsequent year
Net actuarial loss	$	153		$	214
Weighted-average assumptions
Discount rate
Components of cost		5.52	%		5.37	%
Benefit obligations		5.09	%		5.52	%
Expected return on plan assets		N/A			N/A
Rate of compensation increase		N/A			N/A

The Company’s postretirement benefit liability was $1.8 million and $1.8 million as of December 31, 2010, and 2009, respectively. The Company’s postretirement benefit expense was $0.2 million for each of the years ended December 31, 2010, 2009, and 2008. The postretirement plan is unfunded.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The Company expects to make $0.1 million in contributions in 2011. The expected benefit payments are as follows (in thousands):


2011	$	131
2012	$	128
2013	$	135
2014	$	150
2015	$	162
2016-2020	$	751

The components of net periodic pension cost and other comprehensive loss (income) for the years ended December 31, 2010, 2009, and 2008, are as follows (in thousands):


Net Periodic Cost	2010			2009			2008

Service cost of benefits	$	38		$	49		$	41
Interest cost		89			92			94
Amortization of net actuarial loss		36			43			34

Total	$	163		$	184		$	169

Other changes in plan assets and projected benefit obligation recognized in other comprehensive (loss) income
Net actuarial loss (gain) arising this year	$	(79	)	$	(41	)	$	129
Net actuarial loss amortized this year		(36	)		(43	)		(34	)

Recognized in other comprehensive (loss) income	$	(115	)	$	(84	)	$	95

Recognized in net periodic cost and other comprehensive (loss) income	$	48		$	100		$	264

Measurement date change adjustment recognized directly into accumulated other comprehensive loss
Net actuarial loss		N/A			N/A		$	(8	)

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

The accompanying table presents the balances of and changes in the aggregate benefit obligation as of the measurement dates of December 31, 2010, and 2009 (in thousands):


	Postretirement Plan
	2010			2009

Change in benefit obligation during the year
At beginning of year	$	1,783		$	1,750
Service cost		38			49
Interest cost		89			92
Plan participants’ contributions		59			47
Actuarial gain		(79	)		(41	)
Benefits paid		(53	)		(114	)

At end of year	$	1,837		$	1,783

Change in fair value of plan assets
At beginning of year	$	—		$	—
Employer contribution		(6	)		67
Plan participants’ contributions		59			47
Benefits paid		(53	)		(114	)

At end of year	$	—		$	—

Funded status — net liability at year end	$	(1,837	)	$	(1,783	)

Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	$	411		$	526
Estimated amounts of accumulated other comprehensive loss to be recognized as net periodic cost during the subsequent year
Net actuarial loss	$	25		$	36
Weighted-average assumptions
Discount rate
Components of cost		5.17	%		5.37	%
Benefit obligations		4.56	%		5.17	%
Expected return on plan assets		N/A			N/A
Rate of compensation increase		N/A			N/A

The assumed health care cost trend rate used in measuring the post retirement benefit obligation was 8.50% for pre-age 65 and post-age 65 in 2010, with pre-age and post-age 65 rates declining to an ultimate rate of 5.00% in 2017. A 1.0% change in this rate would change the benefit obligation by up to approximately $0.2 million and the aggregate service and interest cost by less than $0.1 million.

401(k) Plan

The Company’s employees may participate in a defined contribution plan that is sponsored by the Company. The plan generally provides for employee salary deferral contributions of up to 17% of eligible employee compensation. Under the terms of the plan, the Company contributes a matching contribution of 50% up to a maximum of 3% of eligible employee compensation related to employees who are pension participants and up to a maximum of 6% of eligible employee compensation related to employees who are not pension participants. The employer may also make an additional discretionary matching contribution of up to 30% up to the maximum. The

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

Company’s costs with respect to its contributions to the defined contribution plan were $2.1 million, $2.0 million and $2.7 million in 2010, 2009, and 2008, respectively.


15.	Share-Based Compensation

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


	2010		2009		2008

Cost of revenue	$	418	$	451	$	756
Selling, general and administrative		5,767		9,438		7,131
Research and development		293		142		528

Share-based compensation	$	6,478	$	10,031	$	8,415

The total income tax benefit recognized in the income statement for share-based compensation arrangements was $2.5 million, $3.9 million, and $3.3 million for the years ended December 31, 2010, 2009, and 2008, respectively. There was no capitalized share-based compensation cost recorded during the years ended December 31, 2010, 2009, and 2008. The increase (decrease) in net excess tax benefits realized for the tax deductions from stock options exercised and stock awards vesting during the year was less than $0.1 million for the year ended December 31, 2010, ($1.8) million, and $0.8 million for the years ended December 31, 2009, and 2008, respectively.

The Company currently has two active stock incentive plans (“SIP” individually or “SIPs” collectively) from which awards of stock options, nonvested share awards and performance awards are available for grant to eligible participants: the 2001 SIP, a non-stockholder-approved plan; and the 2008 Equity Compensation Plan, a stockholder-approved plan. On May 25, 2010, the Company’s stockholders approved the amended and restated 2008 Equity Compensation Plan, including an increase of 2,200,000 shares of common stock for issuance thereunder, the extension of the 2008 Plan term, and the addition of performance criteria to facilitate the granting of performance-based compensation. The maximum amount of share awards authorized to be issued under this plan is 4,700,000 shares of the Company’s common stock and of this amount, a maximum of 4,700,000 shares of the Company’s common stock are authorized to be issued for performance-based awards. The expiration date of the 2008 Equity Compensation Plan is May 25, 2020.

The Company’s SIPs permit the grants of share-based awards, including, among others, stock options and nonvested share awards, and performance awards. The Company believes that such awards align the interests of its employees with those of its stockholders. Eligible recipients in the SIPs include all employees of the Company and any nonemployee director, consultant and independent contractor of the Company. The Company’s policy for issuing shares upon exercise of stock options or the vesting of its share awards and/or conversion of deferred stock units under all of the Company’s SIPs is to issue new shares of common stock, unless treasury stock is available at the time of exercise or conversion. As of December 31, 2010, shares available for grant were 1,905 shares and 3,224,359 shares, under the 2001 and 2008 plans, respectively.

For share-based arrangements granted subsequent to January 1, 2006, the Company accelerates expense recognition if retirement eligibility affects the vesting of the award.

Stock Options

Stock options awarded to employees under the SIPs generally vest annually over a three-year period, have a 10-year term and have an exercise price of not less than the fair market value of the Company’s common stock at the date of grant. Stock options granted to continuing directors under the SIPs generally vest upon the date of grant, are generally exercisable six months after the date of grant, have a 10-year term and an exercise price of not less than the fair market value of the Company’s common stock at the date of grant.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

For stock options granted prior to 2010, the Company’s stock option agreements generally provide for accelerated vesting if there is a change in control of the Company. Effective for stock options granted after 2009, the Company’s stock option agreements provide for accelerated vesting if (i) there is a change in control of the Company and (ii) the participant’s employment terminates during the 24-month period following the effective date of the change in control for one of the reasons specified in the stock option agreement.

The Company uses historical data to estimate future option exercises and employee terminations in order to determine the expected term of the stock option; identified groups of optionholders that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of stock options granted represents the period of time that such stock 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 stock 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 during the years ended December 31, 2010, 2009 and 2008, was estimated on the date of grant using a Black-Scholes option valuation model that used the assumptions noted in the following table:


Assumptions for Options Granted to
Employees and Nonemployee Directors	2010	2009	2008

Expected volatility	35.56 - 39.89%	31.88 - 35.31%	23.99 - 31.31%
Expected dividends	1.50 - 1.80%	1.91 - 2.95%	1.00 - 3.00%
Expected term (in years)	4.50 - 6.50	5.75 - 6.25	5.50 - 6.00
Risk-free rate	1.73 - 3.29%	2.13 - 2.94%	1.44 - 3.44%
Weighted-average volatility	37.76%	33.96%	25.26%
Weighted-average dividends	1.75%	2.22%	1.01%
Weighted-average term (in years)	5.43	5.96	5.93
Weighted-average risk-free rate	2.45%	2.47%	2.90%
Weighted-average grant date fair value	$7.33	$5.31	$11.40

A summary of option activity under the SIPs as of December 31, 2010, and changes during the year then ended, is presented below:


						Weighted-
						Average
				Weighted-		Remaining		Aggregate
				Average		Contractual		Intrinsic Value
Options	Shares			Exercise Price		Term (Years)		(In thousands)

Outstanding at January 1, 2010		2,852,161		$	28.69
Granted		297,905			22.93
Exercised		(302,700	)		20.07
Forfeited or expired		(826,599	)		21.26

Outstanding at December 31, 2010		2,020,767		$	32.17		6.38	$	20,581

Vested or expected to vest at December 31, 2010		1,994,641		$	32.30		6.35	$	19,600

Exercisable at December 31, 2010		1,337,156		$	37.66		5.23	$	6,722

As of December 31, 2010, there was $2.5 million of total unrecognized compensation cost related to options granted under the SIPs. This aggregate cost is expected to be recognized over a weighted-average period of 1.7 years.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


	2010		2009		2008
	(In thousands)

Intrinsic value of stock options exercised	$	3,725	$	3	$	3,688
Cash received from stock options exercised	$	6,076	$	68	$	9,071

Nonvested Share Awards

Service awards. The Company’s nonvested service awards vest over four or five years on either a monthly or annual basis. Compensation expense is recognized on a straight-line basis using the fair market value of the Company’s common stock on the date of grant as the nonvested service awards vest. For those awards granted prior to 2010, the Company’s nonvested service awards generally provide for accelerated vesting if there is a change in control of the Company. Effective for nonvested service awards granted after 2009, the Company’s awards provide for accelerated vesting if (i) there is a change in control of the Company and (ii) the participant’s employment terminates during the 24-month period following the effective date of the change in control for one of the reasons specified in the restricted stock unit agreement.

A summary of the status of the Company’s nonvested share service awards as of December 31, 2010, and changes during the year ended December 31, 2010, is presented below:


				Weighted-Average
Nonvested Share Service Awards	Shares			Grant-Date Fair Value

Outstanding at January 1, 2010		379,969		$	23.45
Granted		9,415			25.89
Vested		(87,122	)		28.92
Cancellations		(133,059	)		23.07

Nonvested at December 31, 2010		169,203		$	21.07

Expected to vest at December 31, 2010		163,103		$	21.07

As of December 31, 2010, there was $2.8 million of total unrecognized compensation cost related to nonvested service awards granted under the SIPs. This aggregate unrecognized cost for nonvested service awards is expected to be recognized over a weighted-average period of 2.2 years. The total fair value of share awards vested, using the fair value on vest date, during the years ended December 31, 2010, 2009, and 2008, was $2.3 million, $2.0 million, and $2.0 million, respectively.

Performance awards. During the year ended December 31, 2010, the Company granted nonvested performance awards, which (i) were issued at the fair market value of the Company’s common stock on the date of grant, (ii) will expire without vesting if the performance measure is not satisfied by the first anniversary date of the grant, and (iii) will, if the performance measure is satisfied, vest in four equal annual installments beginning on the first anniversary date of the grant. The Company’s nonvested performance awards provide for accelerated vesting if (i) there is a change in control of the Company and (ii) the participant’s employment terminates during the 24-month period following the effective date of the change in control for one of the reasons specified in the performance-based restricted stock unit agreement.

Compensation expense is recognized using the fair market value of the Company’s common stock on the date of grant as the nonvested performance awards vest and under the assumption that the performance goal will be achieved. If such goal is not met, no compensation cost is recognized and any previously recognized compensation cost is reversed.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


				Weighted-Average Grant-Date
Nonvested Share Performance Awards	Shares			Fair Value

Outstanding at January 1, 2010		—			—
Granted		91,553			25.76
Vested		—			—
Cancellations		(12,579	)		22.17

Nonvested at December 31, 2010		78,974		$	26.33

Expected to vest at December 31, 2010		76,130		$	26.37

As of December 31, 2010, there was $1.3 million of total unrecognized compensation cost related to nonvested performance awards granted under the SIPs. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 3.2 years. No shares of performance awards have vested.

Deferred Stock Units

Service award grant to CEOs. A deferred stock unit (“DSU”) service award was issued by the Company at the fair market value of the Company’s stock on the date of grant, and vests annually over a four-year period on each anniversary date of the date of grant. The deferred stock unit award is convertible into shares of the Company’s common stock following the holder’s termination of employment. The Company’s DSU service award provides for accelerated vesting upon termination without cause or retirement as defined in the CEO’s employment agreement. The DSU service awards that were issued by the Company to a former CEO prior to 2010 vested on December 31, 2009 and were converted into shares of the Company’s common stock in July 2010.

During the year ended December 31, 2010, 60,144 shares of a DSU service award were granted to the Company’s CEO. As of December 31, 2010, there was $0.8 million of total unrecognized compensation cost related to this service award. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 1.0 years. As of December 31, 2010, no shares of this DSU service award have vested or been cancelled.

Performance award grant to CEO. During the year ended December 31, 2010, the Company granted a DSU performance award which (i) was issued at the fair market value of the Company’s common stock on the date of grant, (ii) will expire without vesting if the performance measure is not satisfied by the first anniversary date of the grant, (iii) will, if the performance measure is satisfied, vest in four equal annual installments beginning on the first anniversary date of the grant, and (iv) provides for accelerated vesting upon termination without cause or retirement as defined in the CEO’s employment agreement. This DSU performance award is convertible to shares of the Company’s common stock, subsequent to termination of employment.

During the year ended December 31, 2010, 23,004 shares of a DSU performance award were granted to the Company’s CEO. As of December 31, 2010, there was $0.2 million of total unrecognized compensation cost related to this performance award granted under the SIPs to the Company’s CEO. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 1.0 years. As of December 31, 2010, no shares of this performance award have vested or been cancelled.

Awards for service on Board of Directors (“Board”). DSUs granted for retainer fees and meeting attendance fees that the individual Board members elect to receive in the form of DSUs rather than cash vest immediately upon grant, are convertible to shares of common stock subsequent to their termination of service as a director, and are issued at the fair market value of the Company’s stock upon the date of grant. Initial grants issued to new directors vest annually over three years. Beginning in 2010, the annual grant to nonemployee directors consisted of a DSU grant, which vests annually in three equal installments over a three-year period.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

A summary of the status of the Company’s nonvested deferred stock units as of December 31, 2010, and changes during the year ended December 31, 2010, is presented below:


				Weighted-Average
Nonvested Deferred Stock Units	Shares			Grant-Date Fair Value

Outstanding at January 1, 2010		—			—
Granted		38,533			28.53
Vested		(5,572	)		29.14

Nonvested at December 31, 2010		32,961		$	28.43

Vested at December 31, 2010		48,221		$	29.68

Expected to vest at December 31, 2010		30,901		$	28.43

As of December 31, 2010, there was $0.7 million of total unrecognized compensation cost related to deferred stock units granted under the SIPs to nonemployee directors. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of share awards vested, using the fair value on vest date, during the years ended December 31, 2010, 2009, and 2008, was $0.2 million, $1.4 million, and $0.6 million, respectively.

Employee Stock Purchase Plan

On May 25, 2010, the Company’s stockholders approved an amendment and restatement of its compensatory Employee Stock Purchase Plan (“ESPP”) increasing the maximum number of shares of Company common stock reserved for sale under the ESPP from 850,000 to 1,100,000. 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. Other ESPP information for the years ended December 31, 2010, 2009, and 2008 is noted in the following table (dollars in thousands):


	2010		2009		2008

Number of ESPP shares issued		56,279		102,081		46,091
Amount of proceeds received from employees	$	1,207	$	1,233	$	1,158
Share-based compensation expense	$	332	$	385	$	292


16.	Significant Customers and Concentration of Credit Risk

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


	2010			2009			2008

Quantitative radio audience ratings and related software licensing		88	%		88	%		87	%

The Company had one customer that individually represented 20%, 19%, and 18% of its annual revenue for the years ended December 31, 2010, 2009, and 2008, respectively. The Company had two customers that individually represented 24% and 11% of the Company’s total accounts receivable as of December 31, 2010, and one customer that individually represented 24% of the Company’s total accounts receivable as of December 31, 2009. The Company has historically experienced a high level of contract renewals.


17.	Financial Instruments

The management of the Company believes that the fair market value of the TRA investment approximates the carrying value of $5.2 million and $3.4 million as of December 31, 2010, and 2009, respectively. On May 24, 2010, the Company paid approximately $1.8 million to purchase additional shares of preferred stock of TRA. Fair values

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)

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 $53.0 million and $68.0 million in outstanding borrowings as of December 31, 2010, and December 31, 2009, respectively, approximate their carrying amounts.


18.	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 two years through November 14, 2009. As of the November 14, 2009 expiration date, the Company repurchased 2,247,400 shares of outstanding common stock under this program for $100.0 million.


19.	Enterprise-Wide Information

The following table sets forth the revenues for each group of services provided to our external customers for the years ended December 31, 2010, 2009, and 2008 (in thousands):


	2010		2009		2008

Service Revenues
Radio audience ratings services	$	317,606	$	307,217	$	289,431
Local market consumer information services		35,187		34,991		36,872
Software applications		34,138		33,809		34,820
All other services		8,448		8,935		7,701

Total revenues	$	395,379	$	384,952	$	368,824

The following table sets forth geographic information for the years ended December 31, 2010, 2009, and 2008 (in thousands):


	United States		International(1)		Total

2010
Revenues	$	390,424	$	4,955	$	395,379
2009
Revenues	$	379,055	$	5,897	$	384,952
2008
Revenues	$	364,425	$	4,399	$	368,824


(1)		The revenues of the individual countries comprising these amounts are not significant.

ARBITRON INC.

Notes to Consolidated Financial Statements — (Continued)


20.	Quarterly Information (Unaudited) (dollars in thousands, except per share data):


	Three Months Ended
	March 31		June 30		September 30		December 31

2010
Revenue	$	95,896	$	88,339	$	99,470	$	111,674
Gross profit		52,743		28,835		49,086		49,386
Net income		13,748		3,799		11,328		15,603
Net income per weighted average common share
Basic	$	0.52	$	0.14	$	0.42	$	0.58
Diluted	$	0.51	$	0.14	$	0.42	$	0.57
Dividends per common share	$	0.10	$	0.10	$	0.10	$	0.10
2009
Revenue	$	98,489	$	86,799	$	98,123	$	101,541
Gross profit		58,960		31,037		53,669		45,017
Net income		12,341		3,496		13,719		12,604
Net income per weighted average common share
Basic	$	0.47	$	0.13	$	0.52	$	0.47
Diluted	$	0.46	$	0.13	$	0.51	$	0.47
Dividends per common share	$	0.10	$	0.10	$	0.10	$	0.10

Per share data are computed independently for each of the quarters presented. Therefore, the s um of the quarterly net income per share will not neces sarily equal the total for the year. Per share data may not total due to rounding.

Arbitron Inc.

Consolidated Schedule of Valuation and Qualifying Accounts
For the Years Ended December 31, 2010, 2009, and 2008
(In thousands)


	2010			2009			2008

Allowance for doubtful trade accounts receivable:
Balance at beginning of year	$	4,708		$	2,598		$	1,688
Additions charged to expenses		1,375			2,723			1,636
Write-offs net of recoveries		(1,375	)		(613	)		(726	)

Balance at end of year	$	4,708		$	4,708		$	2,598


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in, or disagreements with, accountants on accounting and financial disclosure.


ITEM 9A.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of December 31, 2010, the Company’s chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Arbitron’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework.” Based upon that assessment, our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective based on these criteria.

The attestation report of KPMG LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is set forth on page 51 of this Annual Report on Form 10-K, and is incorporated herein by reference.

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 December 31, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


ITEM 9B.	OTHER INFORMATION — NONE

PART III


ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information related to directors, nominees for directorships, and executive officers required by this Item is included in the sections entitled “Election of Directors” and “Executive Compensation and Other Information” of the definitive proxy statement for the Annual Stockholders Meeting to be held in 2011 (the “proxy statement”),

which is incorporated herein by reference and will be filed with the Securities and Exchange Commission not later than 120 days after the close of Arbitron’s fiscal year ended December 31, 2010.

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this item is included in the section entitled “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” of the proxy statement, which is incorporated herein by reference.

Arbitron has adopted a Code of Ethics for the Chief Executive Officer and Financial Managers (“Code of Ethics”), which applies to the Chief Executive Officer, the Chief Financial Officer and all managers in the financial organization of Arbitron. The Code of Ethics is available on Arbitron’s Web site at www.arbitron.com. The Company intends to disclose any amendment to, or a waiver from, a provision of its Code of Ethics on its Web site within four business days following the date of the amendment or waiver.

Information regarding the Company’s Nominating Committee and Audit Committee required by this Item is included in the section entitled “Election of Directors” of the proxy statement, which is incorporated herein by reference.


ITEM 11.	EXECUTIVE COMPENSATION

Information required by this Item is included in the sections entitled “Election of Directors — Director Compensation,” “Compensation Discussion and Analysis,” and “Executive Compensation and Other Information” of the proxy statement, which is incorporated herein by reference.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item regarding security ownership of certain beneficial owners, directors, nominees for directorship and executive officers is included in the section entitled “Stock Ownership Information” of the proxy statement, which is incorporated herein by reference.

The following table summarizes the equity compensation plans under which Arbitron’s common stock may be issued as of December 31, 2010.

Number of Securities

Remaining Available for

Number of Securities to be

Weighted-Average

Future Issuance Under

Issued Upon Exercise of

Exercise Price of

Equity Compensation Plans

Outstanding Options,

(Excluding Securities

Warrants and Rights

Reflected in Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

2,179,656

30.32

3,224,359

Equity compensation plans not approved by security holders

169,745

40.64

1,905

Total

2,349,401

31.07

3,226,264


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions required by this Item is included in the section entitled “Certain Relationships and Related Transactions” of the proxy statement, which is incorporated herein by reference.


ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item is included in the section entitled “Independent Auditors and Audit Fees” of the proxy statement, which is incorporated herein by reference.

PART IV


ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

(1) Financial Statements: The following financial statements, together with the report thereon of independent auditors, are included in this Report:


	•	Independent Registered Public Accounting Firm Reports

	•	Consolidated Balance Sheets as of December 31, 2010 and 2009

	•	Consolidated Statements of Income for the Years Ended December 31, 2010, 2009, and 2008

	•	Consolidated Statements of Stockholders’ Equity Deficit for the Years Ended December 31, 2010, 2009, and 2008

	•	Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008

	•	Notes to Consolidated Financial Statements for the Years Ended December 31, 2010, 2009, and 2008

(2) Consolidated Financial Statement Schedule of Valuation and Qualifying Accounts

(3) Exhibits:


					Incorporated by Reference
					SEC File
Exhibit No.			Exhibit Description	Form	No.	Exhibit			Filing Date	Filed Herewith

	3	.1	Restated Certificate of Incorporation of Arbitron Inc. (formerly known as Ceridian Corporation)	S-8	33-54379		4	.01	6/30/94
	3	.2	Certificate of Amendment of Restated Certificate of Incorporation of Arbitron Inc. (formerly known as Ceridian Corporation)	10-Q	1-1969		3		8/13/96
	3	.3	Certificate of Amendment of Restated Certificate of Incorporation of Arbitron Inc. (formerly known as Ceridian Corporation)	10-Q	1-1969		3	.01	8/11/99
	3	.4	Certificate of Amendment of the Restated Certificate of Incorporation of Arbitron Inc. (formerly known as Ceridian Corporation)	10-K	1-1969		3	.4	4/02/01
	3	.5	Second Amended and Restated Bylaws of Arbitron Inc., effective as of February 25, 2009	10-K	1-1969		3	.5	3/02/09
	4	.1	Specimen of Common Stock Certificate	10-K	1-1969		4	.1	4/02/01
	4	.2	Rights Agreement, dated as of November 21, 2002, between Arbitron Inc. and The Bank of New York, as Rights Agent, which includes the form of Certificate of Designation of the Series B Junior Participating Preferred Stock as Exhibit A, the Summary of Rights to Purchase Series B Junior Participating Preferred Shares as Exhibit B and the Form of Rights Certificate as Exhibit C	8-K	1-1969		99	.1	11/22/02
	4	.3	Amendment No. 1 to Rights Agreement, dated as of January 31, 2007, between Arbitron Inc. and The Bank of New York, as Rights Agent	10-K	1-1969		4	.3	2/27/07
	4	.4	Amendment No. 2 to Rights Agreement, dated as of May 13, 2010, between Arbitron Inc. and The Bank of New York Mellon, as Rights Agent	10-Q	1-1969		4	.1	8/5/10


					Incorporated by Reference
					SEC File
Exhibit No.			Exhibit Description	Form	No.	Exhibit			Filing Date	Filed Herewith

	4	.5	Amendment No. 3 to Rights Agreement, dated as of August 2, 2010, between Arbitron Inc. and The Bank of New York Mellon, as Rights Agent	10-Q	1-969		4	.2	8/5/10
	(10)		Executive Compensation Plans and Arrangements
	10	.1	Arbitron Executive Investment Plan, effective as of January 1, 2001	10-K	1-1969		10	.10	3/08/05
	10	.2	Form of Non-Qualified Stock Option Agreement	8-K	1-1969		10	.1	2/23/05
	10	.3	Form of Non-Qualified Stock Option Agreement for Annual Non-Employee Director Stock Option Grants	8-K	1-1969		10	.2	2/23/05
	10	.4	Form of Non-Qualified Stock Option Agreement for Initial Non-Employee Director Stock Option Grants	8-K	1-1969		10	.3	2/23/05
	10	.5	Form of Nonqualified Stock Option Agreement for Non-Employee Director Stock Options in lieu of Fees Grants	8-K	1-1969		10	.4	2/23/05
	10	.6	Form of Deferred Stock Unit Agreement for Non-Employee Director Stock-for-Fees Deferred Stock Unit	8-K	1-1969		10	.5	2/23/05
	10	.7	Amended and Restated Arbitron Inc. Director Deferred Compensation Procedures	10-K	1-1969		10	.18	2/27/06
	10	.8	1999 Stock Incentive Plan, Amended as of May 15, 2007	10-Q	1-1969		10	.2	8/03/07
	10	.9	1999 Stock Incentive Plan Form of Restricted Stock Agreement	8-K	1-1969		10	.1	2/28/06
	10	.10	Form of Restricted Stock Unit Agreement Granted under the 1999 Stock Incentive Plan	10-Q	1-1969		10	.2	5/04/07
	10	.11	Form of CEO Restricted Stock Unit Grant Agreement Granted Under the 1999 Stock Incentive Plan	10-Q	1-1969		10	.3	5/04/07
	10	.12	Form of 2008 CEO Restricted Stock Unit Agreement Granted Under the 1999 Stock Incentive Plan	10-Q	1-1969		10	.2	5/06/08
	10	.13	Arbitron Benefit Equalization Plan, effective as of January 1, 2001	10-K	1-1969		10	.20	3/08/05
	10	.14	Arbitron Inc. 2001 Broad Based Stock Incentive Plan	10-Q	1-1969		10	.14	5/15/01
	10	.15	Form of Performance-Based Restricted Stock Unit Agreement Under the 2001 Broad Based Stock Incentive Plan	10-Q	1-1969		10	.3	8/5/10
	10	.16	Arbitron Inc. 2008 Equity Compensation Plan, amended and restated as of May 25, 2010	10-Q	1-1969		10	.1	8/5/10
	10	.17	Form of Non-Statutory Stock Option Agreement Under the 2008 Equity Compensation Plan	10-K	1-1969		10	.25	3/02/09
	10	.18	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Annual Director Grant)	10-Q	1-1969		10	.1	5/07/09


					Incorporated by Reference
					SEC File
Exhibit No.			Exhibit Description	Form	No.	Exhibit			Filing Date	Filed Herewith

	10	.19	Form of 2008 Equity Compensation Plan Director Deferred Stock Unit Agreement	10-Q	1-1969		10	.2	5/07/09
	10	.20	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Director Grant in Lieu of Fees)	10-Q	1-1969		10	.3	5/07/09
	10	.21	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Non-Executive Officers)	10-Q	1-1969		10	.1	8/05/09
	10	.22	Form of 2008 Equity Compensation Plan Restricted Stock Unit Agreement (Executive Officers)	10-Q	1-1969		10	.2	8/05/09
	10	.23	Form of 2008 Equity Compensation Plan Restricted Stock Unit Agreement (Non-Executive Officers)	10-Q	1-1969		10	.3	8/05/09
	10	.24	Form of 2008 Equity Compensation Plan Director Deferred Stock Unit Agreement — Initial Grant	10-K	1-1969		10	.1	11/04/10
	10	.25	Form of 2008 Equity Compensation Plan Director Deferred Stock Unit Agreement — Annual Grant	10-K	1-1969		10	.2	11/04/10
	10	.26	Arbitron Inc. 2008 Equity Compensation Plan Form of Non-Statutory Stock Option Agreement	10-Q	1-1969		10	.1	5/6/10
	10	.27	Arbitron Inc. 2008 Equity Compensation Plan Form of Performance-Based Restricted Stock Unit Agreement	10-Q	1-1969		10	.2	5/6/10
	10	.28	Arbitron Inc. 2008 Equity Compensation Plan Form of Performance-Based Deferred Stock Unit Agreement for William T. Kerr	10-Q	1-1969		10	.3	5/6/10
	10	.29	Arbitron Inc. Performance Cash Award Program	10-Q	1-1969		10	.4	5/6/10
	10	.30	Arbitron Inc. Form of Performance Cash Award Letter	10-Q	1-1969		10	.5	5/6/10
	10	.31	Form of Executive Retention Agreement	10-Q	1-1969		10	.3	11/04/08
	10	.32	Arbitron Inc. Employee Stock Purchase Plan, amended and restated as of May 25, 2010	10-Q	1-1969		10	.2	8/5/10
	10	.33	Credit Agreement dated as of December 20, 2006 among Arbitron Inc. the Lenders Party thereto, Citizens Bank of Pennsylvania as Documentation Agent, Citibank, N.A. and Wachovia Bank, National Association as Co-Syndication Agents and JPMorgan Chase Bank, NA as Administrative Agent J.P. Morgan Securities Inc. as Sole Bookrunner and Sole Lead Arranger	8-K	1-1969		10	.1	12/21/06
	10	.34	Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates, effective May 18, 2006, by and between Arbitron Inc. and CBS Radio Inc. **	10-Q	1-1969		10	.2	8/03/06


					Incorporated by Reference
					SEC File
Exhibit No.			Exhibit Description	Form	No.	Exhibit			Filing Date	Filed Herewith

	10	.35	Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates, effective May 18, 2006, by and between Arbitron Inc. and CBS Radio Inc. **	10-Q	1-1969		10	.3	8/03/06
	10	.36	Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates by and between Arbitron and Clear Channel Broadcasting, Inc. dated June 26, 2007 **	10-Q	1-1969		10	.1	8/03/07
	10	.37	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. **	10-Q	1-1969		10	.5	8/05/09
	10	.38	Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates by and between Arbitron and Clear Channel Communications, Inc., dated December 8, 2010**								*
	10	.39	Radio Station License Agreement to Receive and Use Arbitron PPM^tm Data and Estimates by and between Arbitron and Clear Channel Communications, Inc., dated December 8, 2010**								*
	10	.40	Form of Deferred Stock Unit Agreement for Non-Employee Directors (Non-Employee Directors Post-2005 Stock-for-Fees Deferred Stock Unit)	10-K	1-1969		10	.19	2/27/06
	10	.41	Executive Employment Agreement between Arbitron Inc. and Michael P. Skarzynski, dated January 7, 2009	10-K	1-1969		10	.13	3/02/09
	10	.42	Amendment to Executive Employment Agreement between Arbitron Inc. and Michael P. Skarzynski, effective September 18, 2009	10-Q	1-1969		10	.1	11/04/09
	10	.43	Settlement Agreement and General Release, effective as of January 11, 2010, by and between Arbitron Inc. and Michael P. Skarzynski	10-K	1-1969		10	.38	3/01/10
	10	.44	Form of Waiver and Amendment of Executive Retention Agreement	10-Q	1-1969		10	.4	8/05/09
	10	.45	Executive Employment Agreement, effective as of February 11, 2010, by and between Arbitron Inc. and William T. Kerr	10-K	1-1969		10	.43	3/01/10
	10	.46	CEO Non-Statutory Stock-Option Agreement, entered into and effective as of February 11, 20010, by and between Arbitron Inc. and William T. Kerr	10-K	1-1969		10	.44	3/01/10
	10	.47	CEO Deferred Stock Unit Agreement — Initial Grant, entered into and effective as of February 11, 2010, by and between Arbitron Inc. and William T. Kerr	10-K	1-1969		10	.45	3/01/10


					Incorporated by Reference
					SEC File
Exhibit No.			Exhibit Description	Form	No.	Exhibit			Filing Date	Filed Herewith

	10	.48	Amended and Restated Executive Employment Agreement, effective as of February 8, 2011, by and between Arbitron Inc. and William T. Kerr								*
	10	.49	Offer Letter, effective as of February 2, 2011, by and between Arbitron Inc. and Richard J. Surratt								*
	10	.50	Offer Letter, effective as of October 20, 2010, by and between Arbitron Inc. and Gregg Lindner								*
	10	.51	Amended and Restated Schedule of Non-Employee Director Compensation								*
	10	.52	Form of 2008 Equity Compensation Plan Restricted Stock Unit Agreement (Executive and Non-Executive Officers)								*
	10	.53	Updated Form of Executive Retention Agreement								*
	10	.54	Executive Employment Agreement, dated as of March 6, 2009, by and between Arbitron Inc. and Alton L. Adams	10-Q	1-1969		10	.4	5/07/09
	10	.55	Second Waiver and Amendment of Executive Retention Agreement between Arbitron Inc. and Pierre C. Bouvard, dated October 1, 2009	10-Q	1-1969		10	.2	11/04/09
	21		Subsidiaries of Arbitron Inc.								*
	23		Consent of Independent Registered Public Accounting Firm								*
	24		Power of Attorney								*
	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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

ARBITRON INC.


	By:	/s/ William T. Kerr

William T. Kerr

Chief Executive Officer and President

Date: February 24, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.


Signature		Title	Date


/s/ William T. Kerr William T. Kerr		Chief Executive Officer, President and Director (Principal Executive Officer)	February 24, 2011

/s/ Sean R. Creamer Sean R. Creamer		Executive Vice President, U.S. Media Services and Chief Financial Officer (Principal Financial and Principal Accounting Officer)	February 24, 2011

* Shellye L. Archambeau		Director

* David W. Devonshire		Director

* John A. Dimling		Director

* Erica Farber		Director

* Philip Guarascio		Chairman and Director

* Larry E. Kittelberger		Director

* Luis B. Nogales		Director

* Richard A. Post		Director

* By:	/s/ Timothy T. Smith Timothy T. Smith Attorney-in-Fact		February 24, 2011

Exhibit 10.38

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 [*****] ^© 2007 Arbitron Inc. /s/ MG/GS KPER-UNI 8/07 #43147 Initials here Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates Date of Proposal: November 18, 2010 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 *See “Schedule A” and run concurrently with each Agreement Attachment executed by the parties hereto until the expiration date set forth on such Agreement Attachment or until *See “Schedule A” 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 Termyear: 0 . Reports currently licensed hereunder: Spring Fall Winter 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 Termyear is $*See Sched A . For each succeeding Term year, the Gross Annual Rate shall be the Gross Annual Rate for the previous Termyear increased by a factor of * percent. Any applicable discounts or other adjustments willbe 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-TermDiscount: Adiscount of [*****] in months 1-12, [*****] in months 13-24, [*****] in months 25-36, [*****] in months 37-48, [*****] 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 Termyear. 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 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 ^© 2007 Arbiton Inc. ARBITRON /s/MG/GS KPER-UNI 8/07 #43147 Initials here

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 [*****] /s/ MG/GS KPER-UNI 8/07 #43147 2 Initials here 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 provide d. 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 A rbitron 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 the Arbitron Data and/or Reports from * Station(s) should refer to current regulations and guidelines of the federal government for further requirements concerning the manner of quoting audience estimates. KPER-UNI 8/07 #43147 2 /s/MG/GS Initials here

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 [*****] KPER-UNI 8/07 #43147 3 Initials here 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) DATAGATHEREDOROBTAINED BY ARBITRONFROMANYSOURCE; (B) THE PRESENT OR FUTURE METHODOLOGY EMPLOYED BY ARBITRON INPRODUCINGARBITRONDATAAND/ORREPORT(S) AND/ORSERVICES; 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’SOWNRISK. 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 LICENSEDHE REUNDER. 10.Liabilities and Limitations of Remedies: THE SOLE AND EXCLUSIVE REMEDY, AT LAWOR 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 FORTHIN 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 subchannels), frequency, broadcasting arrangements, group or business relation ships 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), /s/ MG/GS Initials here KPER-UNI 8/07 #43147 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 [*****] 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 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 froma 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 /s/ MG/GS Initials here KPER-UNI 8/07 #43147 4

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

This is the first addendum (“Addendum”) to the “Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates” (the “Diary Agreement”), having a Date of Proposal of November 18^th, 2010, by and between Arbitron Inc. (“Arbitron”) and Clear Channel Communications, Inc. (“Station”). Each of Arbitron and Station is referred to herein from time to time as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not defined shall have the same meaning ascribed to them in the Diary Agreement unless indicated otherwise in this 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 the Schedule A, and that Station 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”), Station 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 Station 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 other Arbitron provided services in addition to the Basic Services, including but not limited to: 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. The Parties hereby agree that the cost per share method disclosed in Section 4 hereunder shall be used in calculating the License Charge associated with any new services.

However, Arbitron hereby agrees that Station shall not be required to subscribe for any New Station located in the Markets set forth in Appendix A (hereunder) 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, and the terms and conditions of Section 4 (set forth below) shall apply without any dispute thereof. Nonetheless, Arbitron agrees that the Station’s radio stations located in the Battle Creek, MI market only (WBCK-A/F and WBXX-FM) and Ann Arbor, MI (WLBY-AM, WQKL-FM, WTKA-AM, and WWWW-FM), are excluded from the Diary Agreement, and will not be considered radio stations that are owned/operated or operating under an LMA during the Term of the Diary Agreement.

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 Station discounts provided by Arbitron, including but not limited to a Group Discount. For example, the basis for any applicable Station discounts (including but not limited to the Group Discount) are determined in accordance with the criteria set forth under Section 19 hereof and the Diary Agreement.

** For purposes of the Diary Agreement and this Addendum, the terms “Managed”, “Manages”, and “Management”, mean any joint operating agreement, management or control agreement, or other similar business relationship (however designated), including but not limited to any joint sales agreement

or local marketing agreement (“LMA”), in each case which allows Station to exercise some degree of control over the operation of a 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, or any other Arbitron services, or any other Arbitron provided services (currently offered or in the future) in addition to the Basic Services, the Existing Station is not required to license such service(s) that the New Station has. However, for the avoidance of doubt, if an Existing Station does not license the services d-h, or any other Arbitron provided services in addition to the Basic Services, then such Existing Station shall not be permitted to use any such additional services in any manner that it is not licensed for. Station hereby agrees that any such use is in violation of Arbitron’s intellectual property rights including but not limited to copyright rights. Arbitron reserves the sole right to cancel any services in any market which not all of Station’s radio stations are subscribing to in the applicable market. However, Arbitron will not charge for any of the foregoing cancelled services during the remainder of the Term.

3. In the event that an acquired New Station already has a pre-existing Arbitron license agreement(s) for Local Market Report, Maximi$er, Arbitrends, RetailDirect and/or Scarborough, or any other Arbitron provided services, such pre-existing Arbitron license agreements shall be voided and the New Stations concurrently incorporated into the Diary Agreement using the initial pricing cost per share terms described in Section 4 below, as well as application of Station’s current rate escalator applicable in the affected calendar year(s). Any such agreements will terminate on December 31, 2016, which is concurrent to the Diary Agreement’s termination date.

4. For any New Station that is not a pre-existing Arbitron licensee, Station hereby expressly agrees that Arbitron may use the following calculations below for determining the cost of all Arbitron services’ License Charges associated with the New Station’s subscription for the Basic Services, including any other peripheral services that may need to be added.

(a) The following calculations apply to any New Station in an Existing Station market for the Basic Services and/or applicable service at issue:

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 Station’s radio 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 License Charges for the Basic Services (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)).

However, the New Station’s 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, undergone a format change, or

changed its primary market (e.g., moved in), to determine the first term year License Charge for the Basic Services and/or any other Arbitron service (collectively, the “New Station Rate”).

After calculating the New Station Rate, it will become the first term year License Charge for the Basic Services and/or any other Arbitron service, and will then increase at the applicable rate of escalation for the New Station(s) during the Term in the applicable years. The license term and billing for any new radio stations shall begin with the first day of the 2^nd qualifying survey after the radio station(s) have qualified for 2 consecutive surveys to be reported in Arbitron’s Local Market reports. The cost per share will be calculated on the 2^nd qualifying survey.

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

The License Charge for Arbitron’s Local Market Report service for the New Station is calculated on the average cost per share point basis described in Section 4(a), based on the average cost per share point in Station’s next two higher-ranked subscribing markets and its next two lower-ranked subscribing markets (the “Ranked Markets”). Station and Arbitron hereby agree that the “two-up and two-down” calculation set forth above will also be used for any Arbitron service beyond the Basic Services that Station wishes to purchase in these markets within 30 days of Station assuming ownership, control, or Management of. If however, at least one market to be used in the “two-up and two-down” calculation does not subscribe to the requested service, Station agrees this method shall not be used and Arbitron’s standard rate card shall apply, with applicable Station discounts.

For example, the average cost per share point is the total Arbitron Basic Services cost divided by the total 12+ Station’s radio station share points in the applicable market.

The current year combined annual Basis Services License Charges (including sample surcharges, if applicable) for all of Station’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 Basic Arbitron Services. This first term year rate will then increase at the applicable rate of escalation for the New Station(s) during the Term in the applicable years

(c) The Parties hereby expressly agree that the cost per share 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 Station’s purchase, acquisition, obtaining an ownership interest in, and/or has a Management relationship with the New Station(s). For the avoidance of doubt, the Parties hereby further expressly agree that any Arbitron services outside of the Basic Services will be also be priced on the same Cost Per Share formula as set forth in Sections 4(a) and 4(b).

(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 Station or his authorized designee of Arbitron’s intent to add such New Station(s) under the Diary Agreement. For clarity, the cost per share calculation (set forth in Sections 4(a) and 4(b)) for such New Station(s) will be based on the share for the second survey (survey which the license begins).

5. In the event a New Station and/or a Station’s 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 Station radio station shall be automatically licensed to the Arbitron market in which Station reports the radio station’s home status in accordance with the terms and conditions of this Addendum, e.g., Section 4.

6. New Arbitron Markets. If Arbitron opens entirely new radio markets in which Station owns, Manages, and/or operates radio stations after the Effective Date of this Addendum, Station shall maintain the option to subscribe to such new markets; provided however, that Station will be required to subscribe to those new markets that are opened at the written request of Station. The pricing in the new markets shall be determined in accordance with Section 4 above.

(a) Rates in the new markets opened after the execution of this Addendum will be based on the average Station cost per share point (in accordance with Section 4 above) for Station’s radio stations owned, operated, and/or Managed in its next two higher-ranked subscribing markets and its next two lower-ranked subscribing markets. Once the average Station’s radio station’s cost per share point is determined for those subscribing markets, the total 12+ share points of Station’s radio 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 all services.

(b) License Charges for any Arbitron services in the newly created market shall increase in accordance with the rate escalators set forth in the Schedule A per term calendar year above the previous term calendar year’s License Charges.

(c) 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. Station hereby expressly opts to obtain the rights for all licensed Station 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 Station radio stations and Station corporate for terrestrial broadcast radio purposes only, and not for purposes of cross-platform selling, internet, mobile, or the like. The License Charge associated with the foregoing rights in Section 7 shall be at an annual License Charge of [*****] during the first term year (i.e., January 1, 2011 - December 31, 2011) of the Agreement. Station understands and acknowledges that the annual license charge for NRD under the Diary Agreement and the PPM Agreement may appear as a single line-item charge of [*****] on an Arbitron invoice (in the aggregate during a calendar term year). The License Charge for NRD shall increase in accordance with the rate escalators set forth in the Schedule A per term calendar year above the previous term calendar year’s License Charges. For the avoidance of doubt, the license grant in Section 7 shall not apply to any syndicated national diary data set and/or cross-platform diary data set, radio or otherwise, and does not apply to any ancillary content (other than the additional license grant provided in Section 49 that is broadcast over a terrestrial signal).

8. Station 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. Station expressly agrees that, if licensed, any use of Arbitron’s Summary Level Dataset and/or Arbitron’s Nationwide Dataset is limited to use only by Station’s owned, operated, and/or

Managed radio stations, and any Station corporate executives overseeing such radio properties. For the avoidance of doubt, any other entity associated with Station (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. Station corporate shall receive Arbitron’s Corporate Roll-Up service during the Term at no additional License Charge; provided however, that Station properly subscribes to Arbitron’s Basic Services available in all applicable Markets in which Station 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 Station, such actions by Station as it solely pertains to the Aloha Trust Marketed Radio Station(s) shall not impact Station’s corporate roll-up no charge status.

11. Station’s radio stations, as set forth on the Schedule A, are hereby granted ‘full diary radio market access’, which is defined as an Arbitron limited, personal, and revocable license to use diary radio data from all Arbitron syndicated radio broadcast measured diary markets, accessed through Arbitron’s Maximi$er and Nationwide services. This may include radio diary data from Arbitron radio broadcast measured diary radio markets in which Station does not own, operates, and/or Manages radio stations. If Station begins Management, operation, ownership, or the like, of any radio stations in markets not listed on the Schedule A and is not licensed as required by the terms of this Addendum, this ‘full diary radio market access’ right under this Section 11 shall be immediately and automatically revoked, unless such radio stations become proper licensee’s in accordance with the terms of the Addendum. In other words, if Station owns, Manages, and/or buys a New Station(s) in a market not set forth on the Schedule A, then Station hereby expressly agrees that such New Station(s) must properly subscribe to the Basic Services with Arbitron in order for it to maintain its full diary radio 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 Station 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 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. In the event that Arbitron replaces its RetailDirect qualitative service with its Scarborough service in markets that Station is a licensee of the RetailDirect qualitative service, Station 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 Station if the replacement of its RetailDirect qualitative service with a Scarborough service in markets that Station is a licensee of the RetailDirect qualitative service, and such replacement results in an increase of Station’s License Charges. If the License Charges do not increase, then Station may not exercise this cancellation right under this Section 13.

14. In the event that Arbitron develops new diary radio measurement services that are available for commercial licensing in markets in which Station owns, operates, and/or Manages radio stations that are currently licensed to Arbitron services, Station shall not be required to subscribe to such new diary radio measurement services in those markets. In addition, this right shall also be applicable to any Arbitron diary 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.

15. In the event of a miscalculation, mathematical error, and/or typographical error to the calculation of License Charge(s) or financial amount(s) in any of the attachments, Schedule A, Appendices, the Diary Agreement, and/or the Addendum, each Party, in good faith, hereby agrees to revise the affected License Charge(s) or financial amount(s) in accordance with the provisions of this Addendum, and to reflect the intent of the Parties as of the Effective Date.

16. Arbitron hereby acknowledges that the radio stations set forth on Appendix B are actively being marketed by Station for sale as of the Effective Date of this Addendum, and have been placed in a trust (the “Aloha Trust Marketed Radio Stations”). If Station 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 Station nor any of its radio stations are in breach of the Diary Agreement and/or Addendum during the Term:

(a) Station expressly agrees that it shall remain liable for the remainder of the current calendar 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) Station 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).

Station expressly agrees that it shall be liable for whichever amount is greater as calculated under either Sections 16(a) or 16(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 calendar year of the Diary Agreement (January 1, 2016 - December 31, 2016), and less than six months remain for the Term, then, Station hereby agrees that it shall be liable for the remainder of the final term calendar year of License Charges applicable for the services.

17. County Coverage printed reports will be provided to all Station 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 Station on the Effective Date of this Diary Agreement, plus the next twenty-five (25) radio stations meeting the aforementioned criteria that are purchased and/or Managed by Station during the Term of the Arbitron License Agreement. An annual County Coverage fee of [*****] per radio station shall be charged for any Station radio stations beyond those additional twenty-five (25).

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

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

20. Section 3(b) is deleted in its entirety and replaced with the following Section 3(b):

“Discounts: If Station owns, operates, or Manages two or more radio stations located in different markets, Station may be entitled to a Group Discount. The applicable Group Discount will be determined from time to time based on the total percentage of eligible radio stations that are owned, operated, or Managed by Station and are licensed under a full service agreement to receive Arbitron diary-based or PPM-based Services, as applicable, and as more specifically set forth on Appendix C to this Addendum. Station acknowledges and agrees that any attempt by it to terminate any portion of the Diary Agreement, the PPM Agreement, or any other applicable license agreement between Station and Arbitron, or otherwise reduce the level of Services licensed from Arbitron under those agreements could reduce its Group Discount. Notwithstanding any provision of the Agreement or any other applicable license agreement to the contrary, Station further acknowledges and agrees that any reduction in Station’s Group Discount resulting from a reduction in the percentage of radio stations owned, operated, or Managed by Station licensed under a full service contract to receive Arbitron Services shall not be considered an increase in the Gross Annual Rate and shall not permit Station to terminate the Agreement or exercise any other right pursuant to the terms of the Agreement. Station hereby also acknowledges that in addition to the Group Discount being affected by the foregoing actions, such actions may also affect the various service level discounts that it is entitled to under the applicable Arbitron license agreements (including but not limited to the multi-service discount, continuous service discount, or the like), and that Arbitron has the sole right and discretion to adjust such discounts without any penalty or dispute thereof by Station. For the avoidance of doubt, Station’s Group Discount shall not be affected if Station entirely sells and/or transfers all ownership rights associated with any of its subscribing radio stations to a third party or otherwise no longer has an FCC license to operate any of such radio stations during the Term.”

21. Section 5(a), insert the following new sentences before the first sentence of the Section 5(a): “Arbitron will invoice Station for any payments due hereunder, and payment shall be due and payable by Station thirty (30) days after the invoice date. Failure to pay within sixty (60) days after the date of the invoice will result in a late payment charge of one and one-half percent (1.5%) per month on any outstanding Charges due hereunder. Any failure to impose a late payment charge shall not prejudice Arbitron’s right to do so should default continue or should a subsequent payment not be made when due. For the avoidance of doubt, these payment terms supersede all other payments terms in this Agreement, and provide Station payment terms of net 30 with a grace period of 30 days. In other words, Station shall be in default if payment is not received within 60 days after the invoice date.”

22. 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...”.

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

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

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

Market, if such force majeure event is applicable to a substantial majority of licensed customers in such market; provided, that as a condition thereof, Arbitron shall give Station prompt written notice of the occurrence relied upon, and will use reasonable efforts to provide detail regarding the force majeure event to the extent it is not precluded by applicable law or court order, and Arbitron may rely upon the reasonable opinion of counsel with regard to the foregoing. If Arbitron increases the Gross Annual Rate charged for one or more of the aforementioned reasons in an affected Market, it shall give prior written notice to Station. Station may, within a 30-day period following such written notice, cancel the unexpired Term of the Agreement for only the Data, Reports and/or Services in the Market for which Arbitron increased its Rate, 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. For the avoidance of doubt, an economic or market downturn or a change in Arbitron’s financial position will not be considered a force majeure occurrence. All other terms and conditions of the Agreement in the unaffected Markets shall remain in full force and effect.”

26. 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 Station 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 Station 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.”

27. 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.”

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

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

the applicable License Charges for the services licensed for such sold radio stations(s) but excluding any Station 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.”

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

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

32. 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 Station stations licensed hereunder prior to such occurrence will not increase).”

33. 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 Station’s radio stations licensed hereunder prior to such occurrence will not increase).”

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

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

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

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

38. Diary Agreement Not Assignable Except as a Whole. The Diary Agreement and this Addendum may not be assigned by Station to any other party. Any attempt to assign the Diary Agreement and this Addendum will be deemed and considered null and void. Station agrees to keep the terms and conditions of the Diary Agreement and this Addendum confidential. Inasmuch as the terms of the Diary Agreement and this Addendum are not assignable and/or transferable by Station, Station expressly agrees that it will not provide the Diary Agreement and this Addendum or any information contained in this Amendment to any buyer(s) and/or potential buyer(s) of any of Station’s radio stations.

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 Party’s participation in such preparation and negotiations.

41. Breach. Station hereby expressly agrees that if it is in breach of the Diary 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 Station, 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 Station was in breach of the Diary Agreement and/or Addendum.

42. Station avers and acknowledges that this Diary Agreement, the PPM Agreement, and/or any other applicable license agreement between Station and Arbitron during the Term, including each Service, System, product, and any Data provided by Arbitron hereunder and/or thereunder, are critical, beneficial, and absolutely necessary to the continued day-to-day operations of Station and each of the Station’s affiliated radio stations. Station, on its own behalf and that of its affiliated radio stations, agrees that the charges and fees under the Agreement are necessary and beneficial expenses and, in the event of a Station or Station affiliate bankruptcy filing, would constitute administrative priority expenses.

43. All rights not expressly granted by Arbitron in this Addendum or the Diary Agreement are hereby reserved. Station expressly agrees and warrants that it shall not reference, cite, use, publish, share, disseminate, receive, create, or employ, in any manner whatsoever (in whole or in part), any Arbitron audience estimates, information, data, reports, software, system, or any other Arbitron related product or service (in whole or in part), that it is not expressly licensed under the Diary Agreement.

44. New Service Pricing, Licensed Radio Stations. For any of Station’s radio stations already licensed to at least the Diary Basic Services, the pricing for any additional Arbitron service that Station wishes to add for the licensed radio stations in the applicable market shall be determined using the following method:

New services shall be priced based on an average of the current calendar term year annual rate for the equivalent service for Station’s radio stations owned, operated, and/or Managed in its next two higher-ranked subscribing diary markets to the applicable service and its next two lower-ranked subscribing markets to the applicable service.

ALL MARKETS USED IN THE FOREGOING CALCULATION MUST BE WITHIN 10 Diary MARKET RANK POSITIONS (BASED ON THE MOST RECENT ARBITRON 12+ METRO POPULATION FIGURES). IF TWO MARKETS ARE NOT AVAILABLE EITHER UP OR DOWN, PRICING WILL BE BASED ON A [*****] REDUCTION FROM THE THEN-CURRENT ARBITRON RATE CARD PRICE.

After calculating the new service license charges in accordance with Section 44, it will become the term year’s License Charges for the new service(s), and will then increase at the applicable rate of escalation for such radio station(s) during the Term in the following applicable years.

45. Station hereby agrees that it shall and will be liable for any and all taxes associated with any Services provided in the Diary Agreement and hereunder, in addition to any License Charges.

46. In the event of a miscalculation, mathematical error, incorrect reference to a section, and/or typographical error in this Addendum regarding any provision, each Party hereby agrees to correct any such error(s) to reflect the intent of the Parties. As a result, the Parties hereby agree to negotiate in

good faith to replace such provision with a legally valid and enforceable provision that reflects, as closely as possible, the original intent of the Parties as of the Effective Date.

47. Station and any of its affiliates, divisions, and/or subsidiaries (including but not limited to Clear Channel Radio, KMG Consolidated Radio, Premiere Radio Networks, and Clear Channel Traffic), 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). In particular, Sections 19-43, and Sections 44-46 of this Addendum. The 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 47.

48. Evolution of New Arbitron Radio Services. If Arbitron releases a new radio only service, and/or other audio-based media content which is ancillary to Station’s radio station’s broadcast (e.g., HD channels, sub-channels, digital, internet streaming, or the like), in any Arbitron measured market during the Term, Station may, upon written request, receive a no-charge three month license to evaluate such service in up to twelve diary Markets otherwise covered by the Agreement. Notwithstanding the foregoing, the term of any such license granted hereunder will not extend beyond the first anniversary of the initial release of such service by Arbitron in any market. This Section 48 shall not apply to any new Arbitron service that is not intended exclusively for radio clients.

49. Station’s Other Diary Radio Audio Information. Subject to Section 50 below, the licenses granted hereunder shall include the use by Station of such Services with other audio-based media content ancillary to a Station’s radio broadcast (e.g., HD Channels, Digital Sub-Channels, and Internet Streaming), provided however, that any such use is in accordance with the terms and conditions of the Diary Agreement. For the avoidance of doubt, the license grant in this Section 49 shall not apply to any syndicated national radio diary data set and/or cross-platform radio diary data set or otherwise, and does not apply to any ancillary content which is broadcast over a terrestrial signal.

50. Station hereby expressly agrees that Arbitron reserves the sole right and discretion to introduce a new license-fee syndicated data stream which consists of a new data set that may or may not be combined with the existing diary radio Data into the diary radio markets, and to charge for such service, including but not limited to providing a service for digital, sub-channels, streaming, and/or HD radio streams, or any other license-fee based service in any of the diary radio markets. If Arbitron elects to charge for such new services pursuant to this Section 50, then Station may receive such new service for gratis only for 3 months in a maximum of 12 applicable radio diary markets; but, if Station elects not to subscribe to the new service, then Station must cease use of such new service at the expiration of the 3 months. As acknowledged in Section 49 of the Addendum, Station currently receives information regarding its digital and/or HD-encoded radio stations on a gratis basis; but, Station expressly acknowledges that Arbitron reserves the sole right and discretion to charge Station for such information at some point during the Term, if such information is enhanced, comprises additional data sets, and/or is supplemented by other data sets or information. Arbitron’s election to do the foregoing such shall not be considered a breach of this Addendum or serve as a basis for Station to reduce or terminate any of the licensed Services or terminate the Agreement. For the avoidance of doubt, for the Term of the Diary Agreement, Station shall continue to receive the digital and HD radio diary information (in substantially the same form and format) that is provided by Arbitron under Section 49 of this Addendum at the commencement of the Term of the Diary Agreement at no additional charge. However, Station shall not be obligated to license any such new products introduced under this Section 49 or 50.

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

[Signature Page Follows]


AGREED TO:		ACCEPTED BY:

Clear Channel Communications, Inc.		Arbitron Inc.

By:	/s/ Jess Hanson	By:	/s/ Greg Stephan
	Title: SVP, Research		Contracts Manager

Date: 12/8/2010		Date: 12/8/10

Clear Channel Communications, Inc.		Arbitron Inc.
200 E. Basse Road		9705 Patuxent Woods Drive
San Antonio, TX 78209		Columbia, MD 21046

Appendix A

Pursuant to Section 1 of the Addendum, only the following twenty-four Existing Station markets are markets that if a New Station(s) is located in, shall Section 1 apply.

1. Albany, GA
2. Beaumont, TX
3. Bismarck, ND
4. Cedar Rapids, IA
5. Fayetteville, AR
6. Fort Smith, AR
7. Huntsville, AL
8. Kileen-Temple, TX
9. Lexington, KY
10. Macon, GA
11. Montgomery, AL
12. Poughkeepsie, NY
13. Quad Cities IA
14. Rochester, MN
15. Savannah, GA
16. Tallahassee, FL
17. Youngstown, OH
18. Sarasota, FL
19. Jackson, MS
20. Lima, OH
21. Parkersburg, W. VA
22. Sioux City, IA
23. Grand Forks, ND
24. Williamsport, PA

Appendix B

Only the following is a list of Aloha Trust Marketed Radio Stations governed under Section 16 of the Addendum.

Aloha Trust Marketed Radio Station(s):


Albuquerque, NM		KABQ-FM

Augusta, GA		WZNY-FM

Columbus, GA		WBFA-FM

Columbus, GA		WSHE-AM

Dayton, OH		WDKF-FM

Dayton, OH		WDSJ-FM

Eau Claire, WI		WISM-FM

Frederick, MD		WFMD-AM

Frederick, MD		WFRE-FM

Ft. Pierce, FL		WCZR-FM

Ft. Pierce, FL		WSYR-FM

Huntington-Ashland, WV-KY		WLRX-FM

Huntington-Ashland, WV-KY		WIRO-AM

Huntington-Ashland, WV-KY		WZZW-AM

Lancaster, CA		KAVL-AM

Lancaster, CA		KTPI-FM

Laurel-Hattiesburg, MS		WHER-FM

Lexington-Fayette, KY		WWRW-FM

Little Rock, AR		KHLR-FM

Louisville, KY		WKRD-FM

Macon, GA		WZCH-FM

Minot, ND		KRRZ-AM


Nassau, NY		WALK-AM

Nassau, NY		WALK-FM

Panama City, FL		WPBH-FM

Roanoke-Lynchburg, VA		WSNV/WSNZ-FM

Roanoke-Lynchburg, VA		WSFF-FM

Salisbury-Ocean City, MD		WDKZ-FM

Salisbury-Ocean City, MD		WLBW-FM

San Jose, CA		KUFX-FM

Sussex, NJ		WTOC-AM

The Florida Keys, FL		WKEY-FM

The Florida Keys, FL		WKEZ-FM

Appendix C


Subscription Percentage		Applicable group discount
0% - 49.9%		[*****]
50.0% - 69.9%		[*****]
70.0% - 89.9%		[*****]
90.0% - 99.9%		[*****]
100%		[*****]

For purposes of this Appendix C, “Subscription Percentage” is calculated as the [*****] as a percentage of the [*****]. For the avoidance of doubt, a radio station can be considered to be under a full service license agreement even if it does not receive Arbitron’s Tapscan service.

Exhibit 10.39

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 [*****] Radio Station License Agreement to Receive and Use Arbitron PPM™ Data and Estimates THIS AGREEMENT is between Arbitron Inc., a Delaware corporation ( “ Arbitron”), and the undersigned radio broadcaster (“Station”), a Nevada c orporation. Arbitron hereby grants to Station, for the radio station(s) listed below, a personal, nontransferable, nonexclusive, limited license to receive and use Arbitron data and audience estimates (“Arbitron Data” or “Data” or “PPM Data”) contained in Arbitron’s reports for the survey(s) and for the geographic area (“Market”) described in Section 1. Such Arbitron Data may be furnished to Station in printed, electronic or other form (“Reports”), at Arbitron’s option, but title t h ereto shall remain with Arbitron at all times. Arbitron hereby grants t o Station, for the radio station(s) listed below, a personal, nontransferable, nonexclusive, limited license to receive and use the computer programs designated on the Agreement Attachments ( “ Systems”). Such Agreement Attachments are hereby incorporated by e r ference as if fully set forth herein. Title to the Systems shall remain with Arbitron, or its third party application provider, as the case may be, at all times. Collectively the Data, Reports, and/or Systems may be r e ferred to as “Services”. As further consideration for the use of the Data and/or Systems, Licensee agrees to encode its audio-based and/or audio/video-based media content as set forth in a separate encoding agreement. 1. Services Provided; Term: This Agreement shall become effective when countersigned by Arbitron’s Contract Manager and shall be for a period of * years * months beginning and ending on the dates described below (the “Term”). 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 Term begins *See “Sched A” ; ends *See “Sched A” . Number of surveys currently provided during first Term year: * . Reports currently licensed hereunder: January February March April May June July August September October November December Holiday Survey 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 t h e first of * payments (the “Periodic Charge” or “Charge”) due on *See “Sched A” Attach . The Gross Annual Rate for the first Term year is *See Sched A . $ Date of Proposal: November 18, 2010 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 *See “Schedule A” Attachment percent. Any applicable discounts or other adjustments will be applied h t ereafter to the Gross Annual Rate so derived. Arbitron shall have h t e right to readjust the Gross Annual Rate based on the then-current diary rate at the time of commercialization of Data and/or Reports and/or Systems. 3. Discounts: (a) Continuous Service Discount: A discount of ten percent (10%) in calculating the Periodic Charge shall be allowed for each month in excess of twelve (12) consecutive months that Station is continuously licensed to use the Arbitron Data 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 termination of a prior “Station License Agreement to Receive and Use Arbitron Listening Estimates”, or individual market(s) licensed under such prior agreement, or this Agreement. (b) Group Discount: If Station owns two or more radio stations located i n 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 t h e 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, [*****] in months 37-48, [*****] 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) t h e 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 t h ereby derived any applicable Long-Term Discount; (e) with such amount prorated equally between the number of payments for the Term year. I n addition to and together with the above payments, Station shall pay t o 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.

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 [*****] 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 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) t o 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 and/or Systems previously received by Station until such time as Station becomes current n i its payments of all sums due for services licensed by Arbitron. Acceleration by Arbitron under t h is provision shall not be deemed or considered a penalty but rather e r presents a good faith effort to quantify the harm that is reasonably r e lated at the time of execution of the contract to Station’s failure to pay the License Charges for the entire term, as due under this Agreement. ( c ) In the event Station is in default in its payment obligations under t h is Agreement or under any other agreement for Station’s use of services licensed by Arbitron in this Market or an adjacent market, t h en 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 e r lated 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 i f fty percent (50%) interest in Station and/or it enters or has entered i n to 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 f i fty percent (50%) interest in, and/or enters or has entered into, any management agreement, joint operating agreement or other business r e lationship with both Station and such corporation or entity. ( d ) Arbitron’s suspension hereunder of delivery of Data and/or Reports o t Station, and of this License, 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) i n curred 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 e t rritory comprising any Mark et, 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 or electronic copies of Reports, Report content, Report titles, Report format, or any other aspect of the Data, Reports, and/or Systems provided hereunder, and to cancel surveys and t h e 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 t h e Net Annual Rate for said Data and/or Report(s). Without limiting t h e 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 t h e aggregate number of days scheduled, Station shall be entitled to either a proportionate credit for the abbreviated Report, or, upon written certification provided to Arbitron within ten (10) days of receipt of such report, that all copies of such abbreviated report have been destroyed and that Station will not use such abbreviated report, a f u ll credit for the abbreviated Report, at Station’s option, provided however, that if Station elects to destroy an abbreviated Report and receive 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 n i creased its Rate pursuant to such notice, by written notice pursuant o t Section 15(a), without cancellation charge or other cost, effective on t h e date the new Gross Annual Rate would have become effective. In t h e 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 and o f r the purposes of internal business analysis. Station understands and agrees that this use is limited exclusively to the radio station(s) specified in Sect ion 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 the Data as PPM data and identify Arbitron as the source of the disclosed Arbitron PPM audience Data and/or Report(s) and should identify the Market, survey period and y t pe of audience estimate, daypart and survey area and shall state that t h e Arbitron Data and/or Report(s) quoted therein are copyrighted by Arbitron and are subject to all limitations and qualifications disclosed / s / MG/GS I n itials here

i n 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) and/or Services 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) and/or Services 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 t h e Arbitron Data and/or Reports and/or Services from Station or its r a dio station(s)’s employees or agents. For Station or its radio station(s) to divulge any Arbitron Data and/or Report(s) and/or Services 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) and/or Services or any Arbitron Data and/or Reports and/or Services to any person or entity not authorized by this Agreement constitutes a breach of this Agreement and an infringement of Arbitron’s and/or its t h ird party data and/or service provider’s copyright. Station acknowledges that all logos, trade names, trademarks or service marks and other such intellectual property, are the sole and exclusive property of Arbitron and, where indicated, of other entities. Station agrees it shall not use any such intellectual property without t h e express written consent of its owner. I n 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) six (6) months after release of the Report. Station may authorize a third party to process the Data licensed hereunder on Station’s behalf, provided: (1) that said third party is a t h en 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 Survey Participants: 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 o l cation 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 i nd ication that has come to Station’s attention regarding the identity or o l cation 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 survey participant confidentiality. Station further agrees that Arbitron may enjoin any breach of the above-stated obligations and shall have the i r ght to damages or other remedies (including costs, expenses and r ea sonable attorneys’ fees) available to it at law or hereunder. 9. Methodology: ARBITRON MAKES NO WARRANTIES WHATSOE VER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ME RCHANTAB ILITY OR FITNESS, CONCERNING THE SERVICE S PROVIDED HEREUNDER, INCLUDING 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 ^*S tation(s) should refer to current regulation s and guidelines of the federal government for further requirements concerning the manner of quoting audience estimates. (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 PPM RATINGS ARE BASED ON AUDIENCE ESTIMATES AND ARE THE OPINION OF ARBITRON AND SHOULD NOT BE RELIED ON FOR PRECISE ACCURACY OR PRECISE REPRESENTATIVENESS OF A DEMOGRAPHIC OR RADIO MARKET. THE SYSTEMS PROVIDED HEREUNDER ARE PROVIDED TO STATION “AS IS — WHERE IS” AND RELIANCE THEREON AND USE THEREOF BY STATION IS AT STATION’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 REME DY, 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 SE RVICES 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 SERVICES. IN NO EVENT SHALL ARBITRON AND/OR ANY THIRD PARTY DATA AND/OR SERVICE PROVIDER BE LIABLE FOR SPECIAL, INCIDE NTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR SHALL THEY BE SUBJECT TO INJUNCTIVE RELIEF WITH RESPECT TO THE PUBLICATION OF ANY DATA AND/OR REPORT AND/OR SERVICE. STAT ION UNDERSTANDS THAT THE DATA AND/OR REPORTS AND/OR SERVICE E ITHER WOULD NOT BE PRE PARED OR WOULD BE AVAILABLE ONLY AT A SUBSTANTIALLY INCREASED LICENSE CHARGE WERE IT NOT FOR THE LIMITATIONS OF LIABILITIE S 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. I n 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, n i cluding reasonable attorneys’ fees, provided, however, that this sentence shall not apply where Arbitron commences litigation pursuant t o Sections 5, 7 or 8 of this Agreement. This provision shall survive h t e termination of this Agreement. 11. Assignments and Changes in Station Status: Station may not assign either its rights or obligations under this Agreement without h t e 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 s / / MG/GS n I itials here

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 [*****] Agreement, including the right to receive License Charges 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 t h is Agreement. Station may only be released from such obligations upon valid assignment of this Agreement and subject to the terms t h ereof. Station agrees that if at any time it changes or has changed its ownership, operating or sales policy (including, but not limited to, the use of digital subchannels and Internet streaming), frequency, broadcasting arrangements, group or business relationships of the station(s) licensed under this Agreement, or if it enters or has entered i n to 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 r a dio 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 i n any manner controlled by it purchases, at any time, another radio station in any Market or its adjacent Market(s), Station and its radio station(s) will report the change and the effective date thereof to Arbitron within twenty (20) days of such change. In the event of such occurrence, Station agrees that such station(s) shall be licensed under t h is 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 f o regoing, 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 i n 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. I n 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 e r port(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 lim ited to, activities which could: (i) cause any survey participant to misrepresent to Arbitron demographic composition of any member of the household in which he or she resides; or (ii) cause any survey participant to surrender control of his or her PPM meter to any party determined by Arbitron to be media-affiliated; or (iii) constitute use of Arbitron’s encoded signal for purposes unauthorized by Arbitron; or (iv) cause the identity of a PPM panelist to become known other than to Arbitron; or (v) could cause participation in the survey by a media-affiliated individual (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 media 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. n I the event that Station or its radio station(s) is notified by Arbitron h t at 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 i n junctive 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 r f om 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 n i formation which Arbitron deems necessary for the publication of a Report, including, but not limited to, accurate descriptions of the o f llowing information for Station and its radio station(s): (a) facilities; (b) broadcast station names; (c) broadcast hours; (d) simulcast hours; (e) simulcast partners; (f) radio frequency; (g) o perating power; (h) f o rmat; (i) height of antenna above average terrain; (j) broadcasts by s / / MG/GS n I itials here

digital subchannels; (k) Internet streaming; and (l) programming i n formation. Station and its radio station(s) further understand and agree to notify Arbitron of any changes to the above-referenced n i formation. Station and its radio station(s) hereby hold Arbitron harmless and agree to indemnify Arbitron from and against any and all l o ss, 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 t o 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 t h at any and all disputes arising out of or concerning this Agreement or t h e Arbitron Data or Reports licensed hereunder shall be litigated and adjudicated exclusively in State and/or Federal Courts located in either h t e 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 ) 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. ( d ) 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, n i valid, unconstitutional or unenforceable, that section or part hereof shall be severed from this Agreement and the balance of the Agreement shall thereafter remain in full force and effect for the e r mainder of the Term. e ( ) Arbitron may terminate this Agreement on written notice to Station, effective immediately, in the event that, for any reason, the Services contemplated hereunder are not produced by Arbitron or if Arbitron ceases to produce such Services, without penalty and without liability of any kind to Station. In the event of a termination by Arbitron as provided in this paragraph, Station shall receive a pro-rata r e fund of any License Charges paid and for which the corresponding Services were not delivered. ( f ) 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 r ea son, on thirty (30) days’ written notice to Station. Station agrees h t at this Agreement shall continue for the markets and services not named in such notice. ( g ) The provisions governing payment of taxes, confidentiality of the Data, Reports, and Systems, limitation of liabilities, applicable law, waiver of jury trial, and confidentiality of survey participants shall survive the termination of this Agreement. 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 / MITCHELL P. GOLDSTEIN (h) The failure of Arbitron to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provisions unless evidenced by an instrument in writing duly executed by Arbitron. (i) Waiver of Jury Trial: EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE S A LL RIGHT TO TRIAL B Y 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. (j) This Agreement supersedes Station’s “Master Station License to Receive and Use Arbitron Data and Radio Audience Estimates” for the relevant market(s) under such previous agreement which are replaced by the market(s) set forth in Section 1 of this Agreement. Station hereby agrees to cease using, upon commercialization of the PPM Data and/or Reports provided under this Agreement, any data and/or reports provided under such previous agreement for such affected market(s). Station acknowledges that such previous agreement remains in effect f o r all other markets other than the affected market(s) under such previous agreement. For all market(s) in which Station currently subscribes to an Arbitron service, Station agrees to subscribe to PPM Data and/or Reports in those market(s) upon the publication of the pre-currency and/or currency PPM Data and/or Reports in such market(s) at the then current Arbitron rate card. n I the event that Arbitron produces pre-currency/transition PPM reports in market(s) prior to releasing the official PPM currency report i n such PPM market(s), such pre-currency/transition reports will be licensed at the then current diary-based rates applicable to Station for each such market(s) for the relevant survey periods. Station agrees to license such pre-currency/transition PPM reports at the then-current diary-based rates applicable to Station in such market(s) for the relevant survey periods. Further, Station agrees to use such pre-currency/transition PPM reports solely for internal business analysis and expressly not in connection with any commercial media buying and selling transaction process. (k) Station hereby expressly consents to: (i) Arbitron sending to Station i n formation 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. (l) Upon expiration of or termination of the license and/or this Agreement, Station expressly agrees to: (i) discontinue any use of and completely de-install and remove any Services such as software, Data, Reports, print-outs, publications, advertising materials, or the like, r f om all equipment and their premises including but not limited to computers, laptops, servers, websites, and/or electronic devices, used or controlled by Station and/or its employees, agents, or affiliates, and (ii) destroy all items (physical or electronic) related to the Services i n cluding, but not limited to software, electronic or physical data sets, and/or electronic or physical reports whether located at its office or at another location. Station shall certify such destruction, discontinued use, and/or de-installation has occurred to Licensor in writing. BY (AUTHORIZED SIGNATURE) Mitchell P. Goldstein NAME (TYPE OR PRINT NAME OF PERSON SIGNING ABOVE) CFO/CAO 12/8/10 TITLE DATE

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] ACCEPTED BY: /S / GREG STEPHAN CONTRACT M ANAGER 12/8/10 DATE Arbitron Inc. 9705 Patuxent Woods Drive Columbia, Maryland 21046-1572 #63324

Monthly Quarterly *See Schedule A *See Schedule A *See Schedule A *See Schedule A Annually Monthly Quarterly *See Schedule A *See Schedule A *See Schedule A *See Schedule A Annually Monthly Quarterly Annually Monthly Quarterly Annually Monthly Quarterly

First Addendum to the “Radio Station License Agreement to
Receive and Use Arbitron PPM Data and Estimates”
Between Arbitron Inc. and Clear Channel Communications, Inc.

This is the first addendum (this “Addendum”) to the “Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates” (the “Agreement”), having a Date of Proposal of November 18^th, 2010, by and between Arbitron Inc. (“Arbitron”) and Clear Channel Communications, Inc. (“Station”). Each of Arbitron and Station is referred to herein from time to time as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not defined shall have the same meaning ascribed to them in the Agreement unless indicated otherwise in this Addendum. In the event of a conflict between this Addendum and the Agreement, the terms and conditions of this Addendum shall prevail.

The Parties hereto agree to amend the Agreement as follows:

1. Station’s Other PPM Radio Audio Information. Subject to Section 8 below, the licenses granted hereunder shall include the use by Station of such Services with other audio-based media content ancillary to a Station’s radio broadcast (e.g., HD Channels, Digital Sub-Channels, and Internet Streaming), provided however, that any such use is in accordance with the terms and conditions of the Agreement. For the avoidance of doubt, the license grant in Section 1 shall not apply to any syndicated national PPM data set and/or cross-platform PPM data set, radio or otherwise, and does not apply to any ancillary content which is broadcast over a terrestrial signal.

2. PPM Encoding Matters.

a. Encoding Agreements. The Parties agree that all previously executed Encoding Agreements between Arbitron and Station are hereby amended such that the term of each such Encoding Agreement will be extended to run through the end of the Term, including any extensions thereof. Station hereby expressly reaffirms that during the Term it shall continuously encode all of the radio stations it owns, operates, and/or controls in each market where Arbitron offer its PPM service (collectively, the “PPM Markets”).

b. PPM Codes and Hardware. Arbitron will provide to Station, without charge, [*****] unique PPM codes, and the corresponding PPM encoding hardware, per terrestrial radio station owned by Station in a PPM Market (the “Code Allotment”). Such codes and encoders may be used only by the radio station to which they are assigned and applicable (e.g., if Station owns 4 radio stations in a PPM Market, Arbitron will provide a total of [*****] unique PPM codes (and corresponding encoding hardware) at no-charge; each of the 4 radio stations may use up to [*****] of the unique PPM codes).

If Station desires unique PPM codes in excess of Code Allotment, Station will pay Arbitron an annual fee (the “Code Fee(s)”) equal to [*****] per each additional unique PPM code. Notwithstanding the foregoing sentence, Station will not be liable to Arbitron for any Code Fees until the aggregate amount of all Code Fees otherwise payable by Station during the Term exceeds [*****] (the “Code Fee Deductible”). Arbitron will invoice Station for all Code Fees incurred during the Term in excess of the Code Fee Deductible. Any unused Code Fee Deductible will expire on December 31, 2016. Any unique PPM codes currently utilized by Station in excess of the Code Allotment will begin incurring Code Fees on January 1, 2011. Station shall provide at least 120 days

prior written notice on all requests for unique PPM codes in excess of the Code Allotment.

3. New PPM Markets (beyond current commercialization schedule). In the event Arbitron creates additional PPM market(s) beyond what is currently planned, Arbitron will extend to Station the following options related to such additional PPM market(s):

a. Station may elect to [*****].

b. For the avoidance of doubt, any pricing for such new PPM Markets will utilize the average cost per share calculation of the three lowest ranked PPM markets using the most recent month of PPM Data to derive share and previous month invoice to determine cost. Station hereby expressly agrees that the pricing for such New PPM Markets by Station’s radio stations shall comprise a license to at least the following Arbitron “Basic Services”: a) Local Market Report; b) Respondent Level Data; and, c) PPM Analysis Tool, as well as application of the Station’s current rate escalator applicable in the affected calendar year(s). Any additional services beyond the Basic Services will be priced using a cost per share method for such services that are currently subscribed to in any of the lowest 3 ranked PPM markets.

4. National Services. In the event that one or more of the Services licensed pursuant to the Agreement is a national service and any one or more radio stations owned, operated, and/or Managed is not licensed to Arbitron’s PPM Data for the market which it is home to or broadcasts from, Station (or any Station’s affiliate, subsidiary, and/or division, including, but not limited to, KMG Consolidated Radio, Premiere Radio Networks, and/or Clear Channel Traffic) may NOT use any of the data contained in any Arbitron national service to promote or otherwise benefit such non-licensed radio station.

5. Evolution of New Arbitron Radio Services. If Arbitron releases a new radio only service, and/or other audio-based media content which is ancillary to Station’s radio station’s broadcast (e.g., HD channels, sub-channels, digital, internet streaming, or the like), in any PPM Market during the Term, Station may, upon written request, receive a no-charge [*****] license to evaluate such service in up to [*****] PPM Markets otherwise covered by the Agreement. Notwithstanding the foregoing, the term of any such license will not extend beyond the first anniversary of the initial release of such service by Arbitron in any market. This Section 5 shall not apply to any new Arbitron service that is not intended exclusively for radio clients.

6. Licensing of Unlicensed Station Acquisitions. The Parties agree that if during the Term Station acquires an ownership interest in and/or enters into a Management** relationship with a radio station not listed on Schedule A to the Agreement and such radio station qualifies for at least two (2) consecutive months with at least a .1 share persons 6+ to be reported in the Arbitron PPM reports (a “New Station”), Station will be required to license the Basic Services with respect to New Station in accordance with Section 11 of the Agreement. The license fee with respect to such New Station shall be payable as of the first day of the third month the New Station qualifies to be reported in the Arbitron Reports.

** For purposes of the Agreement and this Addendum, the terms “Managed”, “Manages”, and “Management”, mean any joint operating agreement, management or control agreement, or other similar business relationship (however designated), including but not limited to any joint

sales agreement or local marketing agreement (“LMA”), in each case which allows Station to exercise some degree of control over the operation of a radio station.

If another radio station owned, Managed, or operated by Station in the PPM market subscribes to any of the Tapscan, Scarborough and/or other Arbitron services, such New Station shall also be required to subscribe to at least the same level of service(s) as those to which any existing radio stations are licensed to in the applicable PPM Market. The license term for the New Station shall begin with the first day on the third month after qualifying for 2 consecutive months to be reported in Arbitron’s PPM reports.

The addition of any New Station(s) after the Effective Date of the Agreement shall not increase any applicable Station discounts provided by Arbitron, including but not limited to a Group Discount. For example, the basis for any applicable Station discounts (including but not limited to the Group Discount) are determined in accordance with the criteria set forth under Section 12 hereof and the Agreement.

7. Calculation of Rate for Unlicensed Stations. For any New Station, Station hereby expressly agrees that Arbitron may use the following calculations in determining the License Charges associated with the New Station’s subscription for the Basic Services, including any other peripheral services that are required to be added.

a. Licensed Environment, Unlicensed Acquisitions. For New Station(s) that are not located in PPM Markets where Station already owns, operates, and/or Manages another radio station that is a current subscriber, the Basic Services required to be licensed (and to the extent feasible, any other ancillary services) shall be priced on a cost per share point basis, based on the cost per share point being paid by Station’s existing radio stations in the applicable PPM market.

The PPM cost per share point shall be calculated by summing the total PPM Data Persons 6+ AQH Share points for the then-currently licensed Station owned radio station(s) in the applicable market using the latest available months of PPM Data (up to a prior six month average). The current year combined annual PPM costs for all services for the then-currently licensed Station owned radio station(s) in the PPM Market is then divided by the sum total of the share points to determine a cost per share point. That cost per share point is then multiplied by the average PPM Data Persons 6+ AQH Share points using the latest available months of PPM Data (up to a prior six month average) of the radio station(s) to be licensed, however, the New Station share point will be taken from the first full survey monthly report only in the event that the station(s) has just signed on-the-air, or undergone a format change, changed its primary market (e.g., move-in), or had not qualified for reporting prior surveys. Notwithstanding the results obtained from the calculations performed pursuant to this Section 7, the Parties understand and agree that the minimum License Charge for each survey shall not be less than [*****].

b. Unlicensed Environment, Licensed Acquisition. For New Station(s) located in Arbitron markets where Station does not own and/or Manage other radio stations, the Basic Services required to be licensed (and to the extent feasible, any other ancillary services) shall be priced based on the average Station cost per share point (set forth in Section 7(a) above) for the Station radio stations owned and/or Managed in its next two (if there are not two, then based on the number of available markets to do such comparison) higher-ranked subscribing markets and its next two (if there are not two,

then based on the number of available markets to do such comparison) lower-ranked subscribing markets.

c. Licensed Environment, Licensed Acquisitions — services not in parity. If a New Station is licensed to utilize any Arbitron service, and the existing Station’s radio stations in the same market are not licensed to one or more of these services, the existing Station’s radio stations will not be required to license such service(s). However, those radio stations in the market that are not licensed to these services shall not be permitted to use such services in any manner. Arbitron also reserves the right to cancel the acquired services stated above that are not commonly licensed across all station-owned stations in the market. Arbitron will not charge for any cancelled services during the remainder of the Term.

d. Any Station non-metro radio station(s) that is not currently licensed to the Arbitron PPM services, and which is encoding and showing up with an AQH share equal to or greater than .1 (and has appeared for two consecutive months) is required to be licensed or must cease encoding within 30 days of the Effective Date. The Parties agree that if all non-metro radio stations in the same market total a one share or higher in aggregate they will be required to be licensed via the cost per share method set forth above in Section 7(a). In addition if all non-metro radio stations in a market in aggregate do not reach one share, the licensed rate will be [*****] for all such stations

e. After calculating the New Station License Charges, it will become the first term year License Charge for the Basic Services, and will then increase at the applicable rate of escalation for the New Station(s) during the Term in the applicable years.

f. In the event that a New Station has a pre-existing Arbitron license agreement(s) for any Arbitron provided services, the pre-existing Arbitron license agreements shall be voided and the New Station shall be concurrently incorporated into the Agreement using the initial pricing cost per share terms described in Section 7(a) above, as well as application of Station’s current rate escalator applicable in the affected year. Any such license agreements will terminate on December 31, 2016, which is concurrent to the Agreement’s termination date.

8. Station hereby expressly agrees that Arbitron reserves the sole right and discretion to introduce a new license-fee syndicated data stream which consists of a new data set that may or may not be combined with the existing PPM Data into the PPM markets, and to charge for such service, including but not limited to providing a service for digital, sub-channels, streaming, and/or HD radio streams, or any other license-fee based service in any of the PPM markets. If Arbitron elects to charge for such new services pursuant to Section 8, then Station may receive such new service for gratis only for [*****] in a maximum of [*****] applicable PPM markets; but, if Station elects not to subscribe to the new service, then Station must cease use of such new service at the expiration of the [*****]. As acknowledged in Section 1 of the Addendum, Station currently receives information regarding its digital and/or HD-encoded radio stations on a gratis basis; but, Station expressly acknowledges that Arbitron reserves the sole right and discretion to charge Station for such information at some point during the Term, if such information is enhanced, comprises additional data sets, and/or is supplemented by other data sets or information. Arbitron’s election to do the foregoing such shall not be considered a breach of this Addendum or serve as a basis for Station to reduce or terminate any of the licensed Services or terminate the Agreement. For the avoidance of doubt, for the Term of the Agreement, Station

shall continue to receive the digital and HD radio PPM information (in substantially the same form and format) that is provided by Arbitron under Section 1 of this Addendum at the commencement of the Term of the Agreement at no additional charge. However, Station shall not be obligated to license any such new products introduced under this Section 1 or 8.

9. The use of an “*” (asterisk) on the Agreement and Attachment to Radio Station License Agreement to Receive and Use Arbitron PPM Data and Audience Estimates (the “Attachment”) shall refer to Schedule A of the Agreement.

10. Attachment, first sentence, is amended by deleting “This is an Attachment to the Radio Station License Agreement to Receive and Use Arbitron PPM Data and Audience Estimates (the “Basic License Agreement”)” and replacing it with “This is an Attachment to the Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates”.

11. Section 2, the very last sentence beginning with “Arbitron shall have the right . . . .” is deleted in its entirety.

12. Discounts. Section 3(b) is deleted in its entirety and replaced with the following Section 5(b):

“Group Discount: If Station owns, operates, or Manages two or more radio stations located in different markets, Station may be entitled to a Group Discount. The applicable Group Discount will be determined from time to time based on the total percentage of eligible radio stations that are owned, operated, or Managed by Station and are licensed under a full service agreement to receive Arbitron diary-based or PPM-based Services, as applicable, and as more specifically set forth on Appendix B to this Addendum. Station acknowledges and agrees that any attempt by it to terminate any portion of the Diary Agreement, the PPM Agreement, or any other applicable license agreement between Station and Arbitron, or otherwise reduce the level of Services licensed from Arbitron under those agreements could reduce its Group Discount. Notwithstanding any provision of the Agreement or any other applicable license agreement to the contrary, Station further acknowledges and agrees that any reduction in Station’s Group Discount resulting from a reduction in the percentage of radio stations owned, operated, or Managed by Station licensed under a full service contract to receive Arbitron Services shall not be considered an increase in the Gross Annual Rate and shall not permit Station to terminate the Agreement or exercise any other right pursuant to the terms of the Agreement. Station hereby also acknowledges that in addition to the Group Discount being affected by the foregoing actions, such actions may also affect the various service level discounts that it is entitled to under the applicable Arbitron license agreements (including but not limited to the multi-service discount, continuous service discount, or the like), and that Arbitron has the sole right and discretion to adjust such discounts without any penalty or dispute thereof by Station. For the avoidance of doubt, Station’s Group Discount shall not be affected if Station entirely sells and/or transfers all ownership rights associated with any of its subscribing radio stations to a third party or otherwise no longer has an FCC license to operate any of such radio stations during the Term.”

13. Section 3(a) is deleted in its entity.

14. Section 5(a), insert the following new sentences before the first sentence of the Section 5(a):

“Arbitron will invoice Station for any payments due hereunder, and payment shall be due and payable by Station thirty (30) days after the invoice date. Failure to pay within sixty (60) days after the date of the invoice will result in a late payment charge of one and one-half percent (1.5%) per month on any outstanding Charges due hereunder. Any failure to impose a late payment charge shall not prejudice Arbitron’s right to do so should default continue or should a subsequent payment not be made when due. For the avoidance of doubt, these payment terms supersede all other payments terms in this Agreement, and provide Station payment terms of net 30 with a grace period of 30 days. In other words, Station shall be in default if payment is not received within 60 days after the invoice date.”

15. 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...”.

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

17. Section 6(a), insert the following new sentence at the end of the first paragraph: “However, in the event that one or more of the aforementioned changes results in the cessation of a PPM Market from being measured by a form of electronic measurement, Station shall have the right to terminate this Agreement as to such Market.”

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

19. 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, applicable laws, or acts of God, and/or postal interruptions, Arbitron may increase the Gross Annual Rate hereunder in an affected Market; provided, that as a condition thereof, Arbitron shall give Station prompt written notice of the occurrence relied upon, and will use reasonable efforts to provide detail regarding the force majeure event to the extent it is not precluded by applicable law or court order, and Arbitron may rely upon the reasonable opinion of counsel with regard to the foregoing. If Arbitron increases the Gross Annual Rate charged for one or more of the aforementioned reasons in an affected Market, it shall give prior written notice to Station. Station may, within a 30-day period following such written notice, cancel the unexpired Term of the Agreement for only the Data, Reports and/or Services in the Market for which Arbitron increased its Rate, 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. For the avoidance

of doubt, an economic or market downturn or a change in Arbitron’s financial position will not be considered a force majeure occurrence. All other terms and conditions of the Agreement in the unaffected Markets shall remain in full force and effect.”

20. Section 7, third paragraph, add the following sentence after the last sentence of the paragraph: “Arbitron hereby agrees that Station may use the Arbitron logos, trade names, and/or service marks contained in the Services licensed hereunder provided such use is consistent with the normal course of business (e.g., a sales presentation) for its radio station’s use of such Services; provided however, such use does not disparage Arbitron or otherwise involve any action which one would consider an act of moral turpitude.”

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

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

“Notwithstanding the foregoing sentence, in the event that Station sells all or substantially all of Station’s assets of one or more of its radio stations licensed hereunder, Station may assign its rights and obligations applicable to such sold radio station(s) without Arbitron’s consent, provided: (i) Station 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 assign (this Amendment or any other amendment created for Station shall not pass to the acquiring station), (iii) Station shall be permitted to assign the applicable License Charges for the services licensed for such sold radio stations(s) but excluding any Station 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.”

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

24. Section 11, third paragraph, the following new language is added to the end of to the penultimate sentence starting with “In the event”: “(such redetermined additional license fee is to reflect the expanded use of the services licensed hereunder by the new user and shall not effect the rates applicable to existing Station licensed radio stations).”

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

26. Section 15(e), beginning with “Arbitron may . . .” is deleted in its entirety.

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

28. Section 15(j), last sentence beginning with “For all markets . . .” is deleted.

29. Section 15(l) is deleted in its entirety and replacing with the following Section 15(l):

“Upon the release of the next survey Report following expiration of or termination of the license and/or this Agreement, Station expressly agrees to use reasonable efforts to: (i) discontinue any use of and completely de-install and remove any Services such as software, Data, Reports, print-outs, publications, advertising materials, or the like, from all equipment and their premises including but not limited to computers, laptops, servers, websites, and/or electronic devices, used or controlled by Station and/or its employees, agents, or affiliates, and (ii) destroy all items (physical or electronic) related to the Services including, but not limited to software, electronic or physical data sets, and/or electronic or physical reports whether located at its office or at another location. For the avoidance of doubt, Station shall not be entitled to continue using any Services if the reason for termination of the Agreement is based upon a default and/or breach of the Agreement or Addendum by Station.”

30. Agreement Not Assignable Except as a Whole. The Agreement and this Addendum may not be assigned by Station to any other party. Any attempt to assign the Agreement and this Addendum will be deemed and considered null and void. Station agrees to keep the terms and conditions of the Agreement and this Addendum confidential. Inasmuch as the terms of the Agreement and this Addendum are not assignable and/or transferable by Station, Station expressly agrees that it will not provide the Agreement and this Addendum or any information contained in this Amendment to any buyer(s) and/or potential buyer(s) of any of Station’s radio stations.

31. 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 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.

32. Joint Preparation. This Addendum and the 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 Agreement shall be construed more strictly for and/or against either Party as a result of each Party’s participation in such preparation and negotiations.

33. Breach. Station hereby expressly agrees that if it is in breach of the 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 Station, 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 Station was in breach of the Agreement and/or Addendum.

34. In the event of a miscalculation, mathematical error, and/or typographical error to the calculation of License Charges or financial amounts in any of the attachments, Schedule A, Appendices, the Diary Agreement, and/or the Addendum, each Party, in good faith, hereby agrees to revise the affected License Charge(s) or financial amount(s) in accordance with the provisions of this Addendum, and to reflect the intent of the Parties as of the Effective Date.

35. PPM Service Rebates. Provided that the Agreement has not been terminated and Station has not materially reduced the level of Services it licenses from Arbitron under the Agreement,

the Diary Agreement, or any other applicable license agreement with Arbitron during the Term, Arbitron will provide Station with a rebate in each of calendar years 2011-2016. The aggregate amount of the rebate payable in each calendar year and the timing of payment will be as set forth on Appendix A to this Addendum. The payment will be in the form of a check made payable to Station or otherwise in immediately available funds. The Parties agree that the rebate provided in this Section 35 will not extend to any extensions or future agreements between Arbitron and Station.

Notwithstanding the foregoing, Arbitron will have no obligation to provide any rebate pursuant to this Section 35 upon the occurrence of any of the following events: (i) the default of Station of anypayment obligationsto Arbitron underthe Agreement, the Diary Agreement, or any other applicable license agreement between Station and Arbitron and such default remains uncured ten (10) Business Days following Arbitron’s written notice of default; or (ii) the failure of Station to perform any other of its material obligations under the Agreement and such failure continues for 30 days after receipt of written notice from Arbitron or is incapable of being cured.

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

37. In the event that Arbitron develops a new PPM radio electronic measurement service that does not replace the current PPM radio electronic measurement that is available for commercial licensing in PPM markets in which Station owns, operates, and/or Manages radio stations that are currently licensed to Arbitron PPM Services, Station shall not be required to subscribe to such new PPM radio electronic measurement services in the affected markets. In addition, this right shall also be applicable to any Arbitron PPM radio electronic 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.

38. Station avers and acknowledges that this Agreement, the Diary Agreement, and/or any other applicable license agreement between Station and Arbitron during the Term, including each Service, System, product, and any Data provided by Arbitron hereunder and/or thereunder, are critical, beneficial, and absolutely necessary to the continued day-to-day operations of Station and each of the Station’s affiliated radio stations. Station, on its own behalf and that of its affiliated radio stations, agrees that the charges and fees under the Agreement are necessary and beneficial expenses and, in the event of a Station or Station affiliate bankruptcy filing, would constitute administrative priority expenses.

39. All rights not expressly granted by Arbitron in this Addendum or the Agreement are hereby reserved. Station expressly agrees and warrants that it shall not reference, cite, use, publish, share, disseminate, receive, create, or employ, in any manner whatsoever (in whole or in part), any Arbitron audience estimates, information, data, reports, software, system, or any other Arbitron related product or service (in whole or in part), that it is not expressly licensed under the Agreement.

40. The radio stations set forth on Schedule A are hereby granted ‘full PPM radio market access’, which is defined as an Arbitron limited, personal, and revocable license to use PPM radio Data from all Arbitron syndicated PPM radio broadcast measured markets, accessed through

Arbitron’s PPM Analysis Tool. This may include PPM radio data from Arbitron radio broadcast measured markets in which Station does not own, operates, and/or Manages a radio station.

Moreover, if Station begins Management, operation, ownership, or the like, of any radio stations in markets not listed on Schedule A and is not licensed as required by the terms of this Addendum, this ‘full PPM radio market access’ right under Section 40 is immediately and automatically revoked, unless such radio stations become proper licensees in accordance with the terms of the Addendum. In other words, if Station owns, Manages, and/or buys a New Station(s) in a market not set forth on the Schedule A, then Station hereby expressly agrees that such New Station(s) must properly subscribe to the Basic Services with Arbitron in order for it to maintain its full PPM radio market access under this Section 40 of the Addendum.

41. New Service Pricing, Licensed Radio Stations. For any of Station’s radio stations already licensed to at least the PPM Basic Services, the pricing for any additional Arbitron service that Station wishes to add for the licensed radio stations in the applicable market shall be determined using the following method:

New services shall be priced based on an average of the current calendar term year annual rate for the equivalent service for Station’s radio stations owned, operated, and/or Managed in its next two higher-ranked subscribing PPM markets to the applicable service and its next two lower-ranked subscribing markets to the applicable service.

ALL MARKETS USED IN THE FOREGOING CALCULATION MUST BE WITHIN 10 PPM MARKET RANK POSITIONS (BASED ON THE MOST RECENT ARBITRON 12+ METRO POPULATION FIGURES). IF TWO MARKETS ARE NOT AVAILABLE EITHER UP OR DOWN, PRICING WILL BE BASED ON A [*****] REDUCTION FROM THE THEN-CURRENT ARBITRON RATE CARD PRICE.

After calculating the new service license charges in accordance with Section 41, it will become the term year’s License Charges for the new service(s), and will then increase at the applicable rate of escalation for such radio station(s) during the Term in the following applicable years.

42. Station hereby agrees that it shall and will be liable for any and all taxes associated with any Services provided in the Agreement and hereunder, in addition to any License Charges.

43. In the event of a miscalculation, mathematical error, incorrect reference to a section, and/or typographical error in this Addendum regarding any provision, each Party hereby agrees to correct any such error(s) to reflect the intent of the Parties. As a result, the Parties hereby agree to negotiate in good faith to replace such provision with a legally valid and enforceable provision that reflects, as closely as possible, the original intent of the Parties as of the Effective Date.

44. Station hereby expressly opts to obtain the rights for all licensed Station 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 Station radio stations and Station corporate for terrestrial broadcast radio purposes only, and not for purposes of cross-platform selling, internet, mobile, or the like. The License Charge associated with the foregoing rights in Section 44 shall be at an annual License Charge of [*****] during the first term year (i.e., January 1, 2011 — December 31, 2011) of the Agreement. Station understands and acknowledges that the annual license charge

for NRD under this Agreement and the Diary Agreement may appear as a single line-item charge of [*****] on an Arbitron invoice (in the aggregate during a calendar term year). The License Charge for NRD shall increase in accordance with the rate escalators set forth in the Schedule A per term calendar year above the previous term calendar year’s License Charges. For the avoidance of doubt, the license grant in Section 44 shall not apply to any syndicated national PPM data set and/or cross-platform PPM data set, diary or otherwise, and does not apply to any ancillary content (other than the limited license grant provided in Section 1 that is broadcast over a terrestrial signal).

45. In consideration of Station’s renewal of Arbitron licensed Services and execution and delivery of the Agreement and this Addendum, which Station otherwise has no obligation to provide, Arbitron will issue to Station a credit in an aggregate amount equal to [*****], which credit may be applied to any outstanding Arbitron invoice. Such credit will be issued as soon as practicable after the commencement of the Term.

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

[Signature Page Follows]


AGREED TO:			ACCEPTED BY:

Clear Channel Communications, Inc.			Arbitron Inc.

By:	/s/ Jess Hanson		By:	/s/ Greg Stephan

	Title:	SVP, Research		Contracts Manager
Date: 12/8/2010			Date: 12/8/10

Clear Channel Communications, Inc. 200 E. Basse Road San Antonio, TX 78209			Arbitron Inc. 9705 Patuxent Woods Drive Columbia, MD 21046

Appendix A


Calendar Year	Basic Rebate		Contingent Rebate*
2011		[*]		[*]
2012		[*]		[*]
2013		[*]		[*]
2014		[*]		[*]
2015		[*]		[*]
2016		[*]		[*]


*		The Contingent Rebate will be payable in addition to the Basic Rebate for any year if the Applicable Percentage for that fiscal year of Arbitron is equal to or greater than [*].

For purposes of this Appendix A, the Applicable Percentage will be calculated as the ratio, expressed as a percentage, equal to a fraction the numerator of which is equal to [*****] and the denominator of which is equal to [*****], in each case as set forth in [*****].

The Basic Rebate will be paid in one annual installment on or before December 31 of the applicable year. The Contingent Rebate, if any, will be paid in one installment as soon as practicable following the [*****].

Appendix B


Subscription Percentage	Applicable group discount
0% - 49.9%		[*****]
50.0% - 69.9%		[*****]
70.0% - 89.9%		[*****]
90.0% - 99.9%		[*****]
100%		[*****]

For purposes of this Appendix B, “Subscription Percentage” is calculated as the [*****] as a percentage of the [*****]. For the avoidance of doubt, a radio station can be considered to be under a full service license agreement even if it does not receive Arbitron’s Tapscan service.

Exhibit 10.48

Execution Copy

ARBITRON INC.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made February 8, 2011 (the “Amended Effective Date”) by and between Arbitron Inc., a Delaware corporation (the "Company”), and William T. Kerr, an individual (“you”) (and, together, “Parties”). It supersedes and replaces your employment agreement dated February 11, 2010.

WHEREAS, the Company wishes to continue to employ you, and you wish to continue to be employed by the Company.

NOW THEREFORE, in consideration of your acceptance of continued employment under the terms of this revised agreement, the Parties agree to be bound by the terms contained in this Agreement as follows:

1. Engagement. Beginning January 10, 2010 (the “Initial Effective Date”), the Company has employed you as President and Chief Executive Officer. You will report directly to the Board of Directors of the Company (the “Board”). You will be responsible for general management of the affairs of the Company. You will at all times comply with all written policies of the Company then in effect.

2. Commitment. During and throughout the Employment Term, you must devote substantially all of your full working time and attention to the Company. During the Employment Term, you must not engage in any employment, occupation, consulting or other similar activity for direct or indirect financial remuneration unless approved by the Board; provided, however, that you may, subject to compliance with the notice and consent requirements set forth in the Company’s Corporate Governance Policies and Guidelines, (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational or charitable organization, (ii) serve on for-profit entity board(s) having obtained prior consent and written approval from the Board’s Nominating and Corporate Governance Committee, and (iii) subject to the Company’s conflict of interest policies applicable to all employees, make investments in other businesses and manage your and your family’s personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance of your duties for the Company. You will perform your services under this Agreement primarily at the Company’s headquarters in Columbia, Maryland. You understand and agree that your employment may require travel from time to time. The Company intends to support your election as a member of the Board so long as you remain employed as the Chief Executive Officer.

3. Employment Term. The Company hereby agrees to continue to employ you and you hereby accept continued employment with the Company upon the terms set forth in this Agreement, for the period commencing on the Amended Effective Date and ending at the close of business on January 10, 2013 (the “Extended Term”), unless sooner terminated in accordance with the provisions of Section 6 (such period, as it also may be extended, the “Employment Term”).

4. Cash and Stock Compensation.

(a) Base Salary. Beginning as of the Amended Effective Date, you will receive a base salary at a monthly rate of $66,666.67, annualizing to $800,000 (“Base Salary”). The Company will pay your Base Salary in accordance with the Company’s regular payroll practices, but no less frequently than monthly. The Board will review your Base Salary no less frequently than annually. If increased, the increased Base Salary will become the Base Salary for all purposes of this Agreement. Your Base Salary will not be decreased without your written consent.

(b) Incentive Bonus. Upon meeting the applicable performance criteria established by the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus (the “Annual Bonus”) for a given fiscal year of the Company targeted at an amount equal to 100% of your Base Salary in effect at the beginning of such fiscal year (“Target Bonus”). For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the Annual Bonus will be increased to an amount in excess of the Target Bonus up to a maximum of 200% of your Base Salary in effect at the beginning of such fiscal year, which additional bonus amount the Compensation Committee will determine in its sole discretion. The Annual Bonus, if any, will be paid when other executives receive their bonuses under comparable arrangements but, in any event, between January 1 and April 30 of the year following the year with respect to which it is earned.

(i) Ongoing Grants. The Company will ask the Compensation Committee to grant you long-term incentives for 2011 on or after the Amended Effective Date with a grant date equivalent value of at least 200% of your Base Salary, to be divided into the same proportion of performance-based cash and stock-based awards as apply to other senior executives, but with all stock-based awards in the form of performance-based Deferred Stock Units (“DSUs”), which will vest only upon satisfaction of applicable performance objectives to be established by the Compensation Committee and which will be payable only after your separation from service and subject to the provisions of Section 4(c)(ii) below, subject to the same criteria as for other members of senior management. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards in future years while you remain employed.

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(ii) Special Acceleration. The awards described in Section 4(c)(i) will vest and/or become exercisable in accordance with the Company’s customary terms. However, to the extent more favorable to you (except as described for “Cause”) and to the extent that there is no termination of options or other awards for reasons provided in the Company’s 2008 Equity Compensation Plan, the following terms will also apply, subject, where applicable, to Sections 6(f) (requiring a release) and 7 (relating to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)):

a) The vesting and exercisability of awards will be accelerated on death or disability (as the latter is determined under Section 6(c) and except to the extent acceleration would trigger taxes under Section 409A). Notwithstanding the foregoing, any performance-based awards will require satisfaction of the applicable performance objectives but will not be prorated for partial years or periods of service.

b) On a termination by the Company without Cause, your Retirement, or your ceasing to be employed for any reason (other than Cause) after the Extended Term any performance-based awards will require satisfaction of the applicable performance objectives but will not be prorated for partial years or periods of service.

c) Your resignation before the end of the Extended Term, other than through Retirement, will cause unvested awards to be forfeited.

d) Termination for Cause will cause forfeiture of vested and unvested awards.

e) Vesting, acceleration, and other compensation may be delayed or eliminated if you would be subject to a golden parachute tax (under Code Section 4999), as set forth on Exhibit A to this Agreement.

5. Employee Benefits.

(a) Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with the terms thereof as in effect from time to time. You will be covered under the Company’s Director and Officer liability insurance policy, to the same extent as other officers.

(b) Business Expenses. Upon submission of appropriate documentation in accordance with Company policies, the Company will promptly pay, or reimburse you for, all reasonable business expenses that you incur in performing your duties under this Agreement, including, but not limited to, travel, entertainment, professional dues and subscriptions, as long as such expenses are reimbursable under the Company’s policies. Any payments or expenses provided in this Section 5(b) will be paid in accordance with Section 7(c).

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6. Termination of At-Will Employment.

(a) General. Subject in each case to the provisions of this Section 6, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate your employment at any time, for any reason or no reason, with or without notice, and nothing in this Agreement confers on you any right to continue in the Company’s employ. If your employment ceases for any or no reason, you (or your estate, as applicable) will be entitled to receive (in addition to any compensation and benefits you are entitled to receive under Section 4(c)(ii)): (i) any earned but unpaid Base Salary through and including the date of termination of your employment, to be paid in accordance with the Company’s regular payroll practices no later than the next regularly scheduled pay date; (ii) any earned but unpaid Annual Bonus for the calendar year preceding the year in which your employment ends, to be paid on the date such Annual Bonus otherwise would have been paid if your employment had continued; (iii) unreimbursed business expenses in accordance with the Company’s policies, to be paid in accordance with Section 7(c); (iv) the amount of any accrued but unused paid time off; and (v) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A). Notwithstanding any other provision in this Agreement to the contrary, any severance benefits to which you may be entitled will be provided exclusively through the terms of Sections 4(c)(ii) and 6.

(b) Termination Without Cause; Retirement; Position Diminishment.

(i) If, on or before January 10, 2012 (the “Initial Term”), (x) the Company terminates your employment without Cause or (y) your Retirement occurs, the Company will pay to you in cash, subject to compliance with Section 6(f):

a) an amount equal to the Base Salary due for the remainder of the Extended Term (plus an additional amount equal to the annual Base Salary for an event described in Section 6(b)(i) that occurs on or before December 31, 2011), paid in equal installments over the remainder of the Extended Term following the Release Effective Date in accordance with the Company’s standard payroll policies and procedures, beginning no later than 30 days after the Release Effective Date (except as Section 7 requires); provided, however, that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or begin no earlier than January 1 of such subsequent calendar year; and

b) a bonus component (the “Bonus Component”). If the Annual Bonus for your year of termination is determined under a program intended to qualify as performance-based for purposes of Section 162(m) (an “Exempt Bonus”), you will be paid the Bonus Component under the timing provided in Section 4(b) of this Agreement as though you had remained employed, with the Bonus Component determined under the factors for such Annual Bonus, with such adjustments as the Compensation Committee makes under such factors (using its negative

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discretion), but such amount will not be prorated for the partial year of service. If the Annual Bonus for your year of termination is not intended to be an Exempt Bonus, the Bonus Component will be the Target Bonus paid in the timing provided in Section 4(b) of this Agreement, but such amount will not be prorated for the partial year of service. Payment under this subclause (b) will be delayed if the Release Effective Date has not occurred by the time the Annual Bonus is due.

(ii) If, during the period from the day after the end of the Initial Term through the last day of the Extended Term, the Company terminates your employment without Cause or you resign as a result of a Position Diminishment, the Company will pay to you in cash, subject to compliance with Section 6(f):

a) an amount equal to the Base Salary due for the remainder of the Extended Term, paid in equal installments over the remainder of the Extended Term following the Release Effective Date in accordance with the Company’s standard payroll policies and procedures, beginning no later than 30 days after the Release Effective Date (except as Section 7 requires); provided, however, that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or begin no earlier than January 1 of such subsequent calendar year; and

b) the Bonus Component. If the Annual Bonus for your year of termination is intended to be an Exempt Bonus, you will be paid the Bonus Component under the timing provided in Section 4(b) of this Agreement as though you had remained employed, with the Bonus Component determined under the factors for such Annual Bonus, with such adjustments as the Compensation Committee makes under such factors (using its negative discretion), but such amount will not be prorated for the partial year of service. If the Annual Bonus for your year of termination is not intended to be an Exempt Bonus, the Bonus Component will be the Target Bonus paid in the timing provided in Section 4(b) of this Agreement, but such amount will not be prorated for the partial year of service. Payment under this subclause (b) will be delayed if the Release Effective Date has not occurred by the time the Annual Bonus is due.

(c) Change in Control. If, within 12 months following a Change in Control, your employment ends on a termination without Cause or you resign for Position Diminishment, in addition to the compensation and benefits described in Section 6(a) above (but in lieu of the compensation under Section 6(b) and subject to the release required under Section 6(f)), the Company will pay to you in cash an aggregate amount equal to the sum of 250% of your Base Salary plus 250% of your Target Bonus, paid in equal installments over a 24 month period following the Release Effective Date in accordance with the Company’s standard payroll policies and procedures, but no less frequently than monthly and in a manner not inconsistent with Section 7 hereof.

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(d) You must continue to comply with the covenants under Sections 8 and 9 below to continue to receive severance benefits.

(e) Death or Disability. Your employment hereunder will terminate immediately upon your death, or if the Board, based upon appropriate medical evidence, determines you have become physically or mentally incapacitated so as to render you incapable of performing your usual and customary material duties even with a reasonable accommodation for a continuous period in excess of 180 days. Termination under this subsection is not covered by Section 6(b) or 6(c).

(f) Release Requirement. The severance in Section 6(b) and 6(c) and the continued vesting described in Section 4(c)(iii)(b) will occur only after and if you sign a release of claims and separation agreement (the “Release”) to be provided by the Company and any revocation period expires (the “Release Effective Date”) before the earlier of the date the Company specifies or the 60^th day following employment termination. Notwithstanding the foregoing, if, in the context of a Change in Control, the Board determines that the equity compensation will not exist after the Change in Control event, the vesting and exercisability of equity compensation will accelerate on or in connection with the Change in Control, subject to your requirement to comply with the following provisions if you do not sign the Release or it does not become irrevocable by the 60^th day after your employment ends. With respect to the continued vesting, you agree that, within 10 days after receiving from the Company written notification that the Compensation Committee has determined that you have received the benefits of continued vesting but have failed to meet the Release requirement of this Section 6(f), you will pay to the Company for each share of Company stock you receive (or become vested in) under Section 4(c)(ii)(b) or Section 6(c) whichever of the following is applicable:

(i) For stock options, the gain equaling the excess, if any, of the fair market value on the exercise date (as determined under the applicable equity incentive plan) of the shares received on exercise over the exercise price paid for such shares, without regard to any market price increase or decrease after exercise (or, if higher, the proceeds received on disposition of the shares).

(ii) For DSUs or equivalent equity, the fair market value of the shares issued to you (or, if higher, the proceeds received on disposition of the shares); and

(iii) For any other form of award, such amount as the Compensation Committee may determine, applying similar principles.

Payment is due in cash or cash equivalents within ten days after the Compensation Committee provides notice to you that it is enforcing this Section. Any equity awards not already vested or exercised will then be immediately forfeited. Payment will be calculated on a gross basis, without reduction for taxes or commissions. The Compensation Committee may, but is not required to, accept retransfer of shares in lieu of cash payments. For purposes of this recoupment, the Board will determine the fair market value in good faith using either trading prices, deal prices, or other measures of value.

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(g) Definitions.

(i) Cause. For purposes of this Agreement, “Cause” means termination of your employment because of (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement of assets of the Company; (iv) your conviction, or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment, to any misdemeanor (other than a traffic violation), or your intentional violations of law involving moral turpitude; (v) material failure to follow the Company’s conduct and ethics policies that continues for 10 days after a written demand for your compliance that specifically identifies the manner in which it is alleged you have not attempted in good faith to comply; and/or (vi) your continued failure to attempt in good faith to perform your duties as reasonably assigned by the Board to you for a period of 60 days after a written demand for such performance that specifically identifies the manner in which it is alleged you have not attempted in good faith to perform such duties. The Company will not treat your termination of employment with the Company as a termination for Cause for purposes of this Agreement if the termination occurred because of any act or omission you reasonably believed in good faith to have been in, or not opposed to, the Company’s interests.

(ii) Change in Control. For purposes of this Agreement, “Change in Control” has the meaning ascribed to it in the Company’s 2008 Equity Compensation Plan. Notwithstanding the foregoing, where required by Section 409A, the Change in Control must also be an event described in Treas. Reg. Section 1.409A-3(i)(5).

(iii) Position Diminishment. For purposes of this Agreement, “Position Diminishment” means a material reduction in your responsibilities, duties, or authority as in effect immediately before a Change in Control or as of the Amended Effective Date, as applicable. You may only resign as a result of a Position Diminishment if you (x) provide notice to the Company within 90 days following the initial existence of the condition constituting a Position Diminishment that you consider the Position Diminishment to be grounds to resign; (y) provide the Company a period of 30 days to cure the Position Diminishment, and (z) actually cease employment, by the six month anniversary following the effective date of the Position Diminishment, if the Position Diminishment is not cured, within the 30-day cure period. If the Position Diminishment follows a Change in Control, you may only resign for Position Diminishment upon the further condition of your completion of a post-replacement transition period of the shorter of 90 days or such period as the Board requests.

(iv) Retirement. For purposes of this Agreement, “Retirement” means your voluntary resignation upon your replacement as Chief Executive Officer and your completion of a post-replacement transition period of the shorter of 90 days or such period as the Board requests; provided, however, that you may

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not initiate your resignation under this clause (iv) before the Board approves your replacement and have such resignation treated as Retirement.

(h) Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate, absent a contrary direction from the Board (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended), except to the extent that you reasonably and in good faith determine that ceasing to serve as a director would breach your fiduciary duties to the Company or such affiliate. You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any affiliate, should you fail to resign following a request from the Company to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this section.

7. Effect of Section 409A of the Code.

(a) Six Month Delay. For purposes of this Agreement, a termination of employment shall mean a “separation from service” as defined in Section 409A. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit will not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date will be paid to you in a lump sum in the first payroll period beginning after such New Payment Date (together with simple interest at the short-term applicable federal rate in effect on the date your employment ended), and any remaining payments will be paid on their original schedule.

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extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section.

(c) Expense Timing. Payments with respect to reimbursements of business expenses will be made in the ordinary course of business and in any case on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

8. Confidentiality, Disclosure, and Assignment

(a) Confidentiality. You will not, during or after the Employment Term, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by the Company other than on the Company’s behalf. If your employment with the Company ends, you will not, without the Company’s prior written consent, retain or take away any drawing, writing, or other record in any form containing any Confidential Information. For purposes of this Agreement, “Confidential Information” means information or material of the Company that is not generally available to or used by others unaffiliated with the Company, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including:

(i) information or material relating to the Company and its business as conducted or anticipated to be conducted; business plans; operations; past, current or anticipated software, products or services; customers or prospective customers; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

(ii) information or material relating to the Company’s inventions, improvements, discoveries, “know-how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of the Company’s software, products or services;

(iii) information on or material relating to the Company that when received is marked as “proprietary,” “private,” or “confidential”;

(iv) the Company’s trade secrets;

(v) software of the Company in various stages of development, including computer programs in source code and binary code form, software designs, specifications, programming aids (including “library subroutines” and productivity tools), interfaces, visual displays, technical documentation, user manuals, data files and databases of the Company; and

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(vi) any similar information of the type described above that the Company obtained from another party and that the Company treats as or designates as being proprietary, private or confidential, whether or not owned or developed by the Company.

Notwithstanding the foregoing, “Confidential Information” does not include any information that is properly published or in the public domain; provided, however, that information that is published by or with your aid outside the scope of employment or contrary to the requirements of this Agreement will not be considered to have been properly published, and therefore will not be in the public domain for purposes of this Agreement.

(b) Business Conduct and Ethics. During your employment with the Company, you will not engage in any activity that may conflict with the Company’s interests, and you will comply with the Company’s policies and guidelines pertaining to business conduct and ethics.

(c) Disclosure. You will disclose promptly in writing to the Company all inventions, discoveries, software, writings and other works of authorship that you conceived, made, discovered, or wrote jointly or singly on Company time or on your own time during the period of your employment by the Company, provided that the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by the Company in the normal course of business, and all such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to the Company.

(d) Instruments of Assignment. You will sign and execute all instruments of assignment and other papers to evidence vestiture of your entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in the Company, at the Company’s request and expense, and you will do all acts and sign all instruments of assignment and other papers the Company may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship you conceived, developed or reduced to practice, you hereby agree to do so, and if your employment ends, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus reasonable traveling or other expenses, subject to Section 7(c) of this Agreement.

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the business of the Company, except that you may retain only those portions of any personal notes, notebooks and diaries that do not contain Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which you are or become aware to the extent such information is in your possession or control. Notwithstanding anything elsewhere to the contrary, you may retain (and not destroy) (x) information showing your compensation or relating to reimbursement of expenses that you reasonably believe are necessary for tax purposes and (y) copies of plans, programs, policies and arrangements of, or other agreements with, the Company addressing your compensation or employment or termination thereof.

(f) Survival. The obligations of this Section 8 (except for Section 8(b)) will survive the expiration or termination of this Agreement and your employment.

9. Non-Competition, Non-Recruitment, and Non-Disparagement.

(a) General. The Parties recognize and agree that (a) you are a senior executive of the Company, (b) you have received and will in the future receive substantial amounts of the Company’s Confidential Information, (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non-disparagement obligations by you is critical to the Company’s continued economic well-being and protection of the Company’s Confidential Information. In light of these considerations, this Section 9 sets forth the terms and conditions of your obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of your employment for any reason.

(b) Non-Competition.

(i) Unless the Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and for 12 months following your cessation of employment for any reason (the “Noncompete Period”), you will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of such termination of employment or with any part of the Company’s contemplated business with respect to which you have Confidential Information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of at least one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, competitors of the Company currently include but are not limited to comScore, Inc., GfK AG, The Nielsen Company B.V., Rentrak Corporation, and WPP PLC.

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(ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity.

(iii) During the Noncompete Period, before accepting employment with or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and the absence of a response will constitute acquiescence or waiver of the Company’s rights under this Section 9.

(c) Non-Recruitment. During employment and for a period of 12 months following cessation of employment for any reason, you will not initiate or actively participate in any other employer’s recruitment or hiring of the Company’s employees.

(d) Non-Disparagement. You will not, during employment or after the termination or expiration of this Agreement, make disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that you know, or have reason to believe, are false or misleading.

(e) Enforcement. If you fail to provide notice to the Company under Section 9(b)(iii) and/or in any way violate your obligations under Section 9, the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to you under this Agreement, and you will be deemed to have expressly waived any rights you may have had to the benefits to be provided under Section 4(c)(ii).

(f) Survival. The obligations of this Section 9 survive the expiration or termination of this Agreement and your employment.

10. Miscellaneous.

(a) Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder must be in writing and must be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:


		If to the Company:		Arbitron Inc.
				Office of Chief Legal Officer
				9705 Patuxent Woods Drive
				Columbia, MD 21046
		If to you:		At your last address on file with the Company

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or to such other address as either party may designate in a notice to the other. Each notice, demand, request or other communication that is given or made in the manner described above will be treated as sufficiently given or made for all purposes three days after it is deposited in the U.S. certified mail, postage prepaid, acceptance confirmation or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

(b) No Mitigation/No Offset. You are not required to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor will any such benefits be reduced by any earnings or benefits that you may receive from any other source. The amounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or other right which the Company may have against you or others. Notwithstanding any other provision of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to which you may otherwise be entitled under the terms of any severance plan, policy, program, agreement or other arrangement sponsored by the Company or an affiliate of the Company.

(c) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS RELEASE OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.

(d) Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

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(e) Assignment. This Agreement will be binding upon and will inure to the benefit of your heirs, beneficiaries, executors and legal representatives upon your death and this Agreement will be binding upon any legal successor of the Company. Any legal successor of the Company will be treated as substituted for the Company under the terms of this Agreement for all purposes. You specifically agree that any assignment may include rights under the restrictive covenants of Sections 8 and 9. As used herein, “successor” will mean any person, firm, corporation or other business entity that at any time, whether by purchase or merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

None of your rights to receive any form of compensation payable under this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon your death or as provided in Section 10(h) hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided, however, that notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock options or the vested portion of other equity awards (other than incentive stock options within the meaning of Section 422 of the Code) consistent with the rules for transfers to “family members” as defined in Securities Act Form S-8 to the extent permitted under the terms of the awards.

(f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed both by you and the Chair of the Compensation Committee.

(g) Other Agreements. You hereby represent that your performance of all the terms of this Agreement and the performance of your duties as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your employment with the Company and that you will not disclose to the Company or induce the Company to use any confidential or proprietary information, knowledge or material belonging to any previous employer or others. You also represent that you are not a party to or subject to any restrictive covenants, legal restrictions, policies, commitments or other agreements in favor of any entity or person that would in any way preclude, inhibit, impair or limit your ability to perform your obligations under this Agreement, including non-competition agreements or non-solicitation agreements, and you further represent that your performance of the duties and obligations under this Agreement does not violate the terms of any agreement to which you are a party. You agree that you will not enter into any agreement or commitment or agree to any policy that would prevent or hinder your performance of duties and obligations under this Agreement.

(h) Survivorship. The respective rights and obligations of the Company and you hereunder will survive any termination of your employment to the extent necessary to the intended preservation of such rights and obligations.

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consistent with the terms of any applicable plan documents. If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries, or, if none are designated or none survive you, your estate.

(j) Withholding. The Company will be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law or authorized by you with respect to payments made to you in connection with your employment.

(k) Company Policies. References in the Agreement to Company policies and procedures are to those policies as they may be amended from time to time by the Company.

(l) Governing Law. This Agreement must be construed, interpreted, and governed in accordance with the laws of Maryland, without reference to rules relating to conflicts of law.

(m) Entire Agreement. This Agreement and any documents referred to herein represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you, provided, however, that the terms of any options or other equity compensation you received in your capacity as Chief Executive Officer before the date of this Agreement will be governed by the equity terms in Section 4(c) of your employment agreement with the Company dated February 6, 2010.

Signatures on Page Following

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have hereunto set your hand, as of the dates below.


ARBITRON INC.:
By:	/s/ Philip Guarascio
	Philip Guarascio
	Chairman of the Arbitron Board of Directors

EXECUTIVE:
	/s/ William T. Kerr
	William T. Kerr

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EXHIBIT 10.49

February 2, 2011

Mr. Richard Surratt

Dear Rich,

On behalf of Arbitron, I am pleased to offer you the position of Executive Vice President, Finance, with the intent of transitioning you into the Chief Financial Officer role as soon as is practicable. You will report to Chief Executive Officer, William T. Kerr, and have a starting base salary of $400,000. Your effective start date will be no later than February 6, 2011.

Upon meeting the applicable performance criteria established by the Compensation and Human Resources Committee of Arbitron’s Board of Directors (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus in an amount equal to 55% of base salary. For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the annual incentive bonus may be increased to an amount up to 100% of base salary. Any bonus paid for 2011 will be prorated to reflect 11 months of service.

Subject to the approval of the Compensation Committee, as soon as practicable on or after your start date Arbitron will grant you a Long Term Incentive award to be valued at 125% of your base salary on the date of grant, with the award to be determined by the Compensation Committee as a mix of: (i) 34% performance-based restricted stock units, which will vest only upon satisfaction of applicable performance objectives to be established by the Compensation Committee, (ii) 33% stock options, each with respect to the company’s common stock, par value $0.50 (the “Common Stock”), and (iii) 33% performance cash award. The value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant and the value of the options will be determined using the company’s standard Black-Scholes assumptions applied as of the date of grant.

Employment will be contingent on its results meeting Arbitron’s standard employment requirements. Arbitron employees must adhere to our Policy on Alcohol and other Drugs. As a condition of your employment, you must read and sign the Employee Disclosure Assignment Agreement and also the Company’s Code of Conduct.

In compliance with the Immigration Reform and Control Act of 1986, you will be required to complete the Employment Eligibility Verification Form I-9. You will need to provide the necessary documents to establish your identity and employment eligibility.

For clarification and protection of both you and the Company, your acceptance of this offer represents the sole agreement between you and Arbitron. No prior promises, representations and understandings relative to any terms and conditions of your employment are to be considered part of this agreement unless expressed in this letter.

Please confirm your acceptance of this offer by signing and returning a copy of this letter.

Rich, I am delighted that you will be joining Arbitron and very much look forward to seeing you next week in Phoenix.


	Sincerely,
	/s/ Marilou B. Legge
	Marilou Legge
	Executive Vice President, Organization Effectiveness and Corporate Communications


	/s/ Richard J. Surratt
	Richard J. Surratt
	February 3, 2011

EXHIBIT 10.50

October 20, 2010

Mr. Gregg Lindner

Dear Gregg,

On behalf of Arbitron, I am pleased to offer you the position of Chief Research Officer and Executive Vice President, Service Innovation. As such, you will report directly to Sean Creamer, however you will also have a direct line to CEO William T. Kerr on matters specific to research and service quality. Your base salary will be $375,000.

As of course you are aware, we are continuing to work through the specifics supporting your transition from Scarborough and your full-start date with Arbitron will be dependent on the Partners identifying and hiring a CEO for Scarborough, however it will be no later than January 3, 2011.

The 2010 bonus for which you are eligible at Scarborough will be paid by Scarborough for the months you are a full-time employee there. Should you become a full-time employee of Arbitron prior to December 31, 2010, Arbitron will be responsible for paying a pro-rated share of your Scarborough bonus. The pro-rated bonus amount will be calculated based on actual full-time start date at Arbitron. Should the final amount of your Scarborough bonus bet less than $265,000, Arbitron will increase the pro-rata payment in the amount necessary to bring the total of the annual bonus to $265,000.

Commencing in January 2011, upon meeting the applicable performance criteria established by the Compensation and Human Resources Committee of Arbitron’s Board of Directors (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus in an amount equal to 50% of base salary. For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the annual incentive bonus may be increased to an amount up to 100% of base salary.

Subject to the approval of the Compensation Committee, as soon as practicable on or after your start date Arbitron will grant you an equity award to be valued at two times your base salary on the date of grant, with the award to be determined by the Compensation Committee as a mix of: (i) 75% restricted stock units and (ii) 25% stock options, each with respect to the company’s common stock, par value $0.50 (the “Common Stock”). The value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant and the value of the options will be determined using the company’s standard Black-Scholes assumptions applied as of the date of grant.

You will also receive a check in the amount of $15,000 less applicable taxes for relocation assistance. This relocation assistance may be used to cover all related moving expenses, etc. at your discretion. The relocation assistance will be paid shortly after your first day of employment.

You will be eligible to participate in Arbitron’s employee benefits, details of which have been provided you under separate cover.

Prior to your official acceptance of this offer, Arbitron will conduct a standard background investigation. Employment will be contingent on its results meeting Arbitron’s standard employment requirements. Arbitron employees must adhere to our Policy on Alcohol and other Drugs. As a condition of your employment, you must read and sign the Employee Disclosure Assignment Agreement and also the Company’s Code of Conduct.

Please confirm your acceptance of this offer by signing and returning a copy of this letter.

Gregg, I am excited about working with you again and particularly delighted to have you in this new role. Speaking for all of us, we very much look forward to your joining Arbitron.


	Sincerely,
	/s/ Marilou B. Legge
	Marilou Legge
	Executive Vice President, Organization Effectiveness and Corporate Communications


	/s/ Gregg Lindner
	October 18, 2010

EXHIBIT 10.51

Arbitron Inc. 2011 Board of Director Compensation

The Arbitron Non-Employee Board of Directors receive the following compensation for 2011:


Annual Retainer Fee	$	30,000

Independent Chairman of the Board Additional Annual Retainer	$	85,000

Committee Chair Retainer	Audit Committee: $20,000
	Compensation and Human Resources
	Committee: $15,000
	Nominating and Corporate Governance
	Committee: $15,000
	Technology Strategy Committee:
	$	20,000

Board Meeting Fees (In person or by telephone)	$	1,500

Committee Meeting Fees (In person)	$	1,500

Committee Meeting Fees (By telephone)	$	750

Initial Deferred Stock Unit Award	Each newly elected non-employee director will receive a one-time grant of 4,500 deferred stock units, which deferred stock units will vest in three equal annual installments of 1,500 deferred stock units beginning on the first anniversary from the date of grant and will be payable no sooner than six months following the director’s termination of service as a director of the Company.

Annual Deferred Stock Unit Awards	Beginning the annual meeting after initial election to the board of directors, each continuing non-employee director will receive an annual grant of $100,000 worth of deferred stock units, which deferred stock units will vest in three equal annual installments beginning on the first anniversary from the date of grant and will be payable no sooner than six months following the director’s termination of service as a director of the Company.

All cash retainer fees and meeting fees payable to non-employee directors may be paid, at the election of each director, in the form of deferred stock units, in lieu of cash. The deferred stock units vest immediately and are payable following the director’s termination of service as a director of the Company.

EXHIBIT 10.52

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.

		Your receipt of and retaining the RSUs and any Common Stock issued thereunder are also subject to your compliance with the restrictive covenants set out in Exhibit B to this award.

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:

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		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

		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 Restrictions		You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations. Any acceleration, vesting, or extension under this Grant is subject, as applicable, to the 280G provisions in Exhibit C hereto and to compliance with any requirement that otherwise applies to you to provide a release of claims.

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

- 3 -


		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 months and one day following the date of your separation from service or (ii) the 10^th 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.

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						Arbitron Inc.

Date:						By:

- 5 -

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.

		“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, (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.

		“Disability” means your disability such as would entitle you to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering you or, if no such plan exists or is applicable to you, your permanent and total disability within the meaning of Section 22(e)(3) of the Code;

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		provided, however, that the disability must also comply with the requirements of Treas. Reg. § 1.409A-3(i)(4).

		“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).

		If a Change in Control Event 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) (a “409A Change in Control Event”), any unvested RSUs you then hold will Vest earlier than their scheduled Vesting Dates only as provided in this paragraph. A Change in Control Event that does not comport with that regulation will not cause an acceleration in Vesting Dates unless otherwise permitted by Section 409A. Subject to the foregoing rules, if a Change in Control Event occurs and the RSU is not continued, assumed or replaced, it shall immediately become fully Vested and the final Vesting Date will be the closing of the Change in Control Event. Also subject to the foregoing rules, if the RSU is continued, assumed or replaced, Vesting fully accelerates and the final Vesting Date will be your last day of employment if, within 24 months following the closing of the Change in Control Event, the Company terminates your employment without Cause or, if your employment or other individual agreement provides for resignation for “Good Reason,” you resign for Good Reason during the same period.

Distribution Dates		The Distribution Date for Shares will be the date the Company selects that is as soon as administratively practicable following the applicable Vesting Date (and is, in any event, no later than March 15 of the following calendar year).

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EXHIBIT 10.53

ARBITRON INC.

EXECUTIVE RETENTION AGREEMENT

THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”) is made ____________ (the “Amended Effective Date”) by and between Arbitron Inc., a Delaware corporation (the “Company”), and ______________, an individual (“you”) (and, together, “Parties”).

WHEREAS, the Company has implemented a severance program for executive officers and wishes to document under this Agreement the provisions applicable to you if your employment ends before August 25, 2013 (the “Agreement Expiration Date”).

NOW THEREFORE, in consideration of your acceptance of employment under the terms of this Agreement, the Parties agree to be bound by the terms contained in this Agreement as follows:

1. “At-Will” Employment. Subject in each case to the provisions of Section 2, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate your employment at any time, for any reason or no reason, with or without notice, and nothing in this Agreement confers on you any right to continue in the Company’s employ.

2. Termination of At-Will Employment.

(a) General. If your employment ceases for any or no reason, you (or your estate, as applicable) will be entitled to receive (in addition to any compensation and benefits you are entitled to receive under Section 2(c)(iii): (i) any earned but unpaid base salary through and including the date of termination of your employment, to be paid in accordance with the Company’s regular payroll practices no later than the next regularly scheduled pay date; (ii) any earned but unpaid annual bonus for the calendar year preceding the year in which your employment ends, to be paid on the date such annual bonus otherwise would have been paid if your employment had continued; (iii) unreimbursed business expenses in accordance with the Company’s policies, to be paid in accordance with Section 3(c); (iv) the amount of any accrued but unused paid time off; and (v) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”). The terms of this Section 2(a) will continue to apply after the Agreement Expiration Date. Notwithstanding any other provision in this Agreement to the contrary, any severance benefits to which you may be entitled will be provided exclusively through the terms of Section 2.

(b) Termination Without Cause; Position Diminishment. If, on or before the Agreement Expiration Date, (x) the Company terminates your employment without Cause (as defined below) or you resign because of Position Diminishment (as defined below), and subject to compliance with Section 2(f) and in accordance with Exhibit A, the Company will:

(i) pay you an amount in cash equal to 12 times your Reference Compensation (as defined below) as in effect immediately before the termination (or, if the

Position Diminishment relates to a reduction in base salary, before such reduction), paid in equal installments following the Release Effective Date (as defined below) in accordance with the Company’s standard payroll policies and procedures, beginning no later than 30 days after the Release Effective Date (except as Section 3 requires); provided, however, that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or begin no earlier than January 1 of such subsequent calendar year;

(ii) pay you a bonus component (the “Bonus Component”). If the annual bonus for your year of termination is determined under a program intended to qualify as performance-based for purposes of Section 162(m) (an “Exempt Bonus”), you will be paid the Bonus Component, if any, when other executives receive their bonuses under comparable arrangements but, in any event, between January 1 and April 30 of the year following the year with respect to which it is earned. Payment will be made as though you had remained employed, with the Bonus Component determined under the factors for such annual bonus, with such adjustments as the Compensation Committee of the Company’s Board (the “Compensation Committee” of the “Board”) makes under such factors (using its negative discretion), including proration for the partial year of service. If the annual bonus for your year of termination is not intended to be an Exempt Bonus, the Bonus Component will be your target bonus paid in the timing provided above in this clause, prorated for the partial year of service. Payment under this clause (ii) will be delayed if the Release Effective Date has not occurred by the time the annual bonus is due;

(iii) pay or reimburse expenses you reasonably incur in securing outplacement services through a professional person or entity of the Company’s choice, at a level commensurate with your position, beginning with the Release Effective Date, provided that the cost therefor to the Company may not exceed $50,000 nor extend beyond the earlier to occur of (x) the end of your second taxable year following the taxable year in which the termination date occurs and (y) the date on which you begin other full time employment. If paying the expenses, the Company will pay on or before the end of the second year following the year in which your employment ends and if reimbursing you for expenses incurred through that date, the Company will pay the expenses on or before the end of the third year; and

(iv) to the extent permitted by applicable law without violating any nondiscrimination requirements, pay the employer-equivalent premiums for continuation of health coverage under COBRA as they become due for the lesser of such period as you and your qualified beneficiaries remain eligible for such coverage and 12 months.

(c) Change in Control. If, within 12 months following a Change in Control (as defined below), your employment ends on a termination without Cause or you resign for Position Diminishment, in addition to the compensation and benefits described in Section 2(a) and (b) above, subject to the release required under Section 2(f) and compliance with Exhibit A, the Company will increase your severance under Section 2(b)(i) to 24 months of Reference Compensation, increase the period of paid COBRA coverage (subject to the same conditions as in Section 2(b)(iv)) to 18 months, and fully accelerate the vesting and exercisability of any of your then outstanding equity compensation (provided that if the acceleration would cause a distribution of shares of the Company’s common stock at a time not permitted by Section 409A, the distribution will be delayed until permitted by Section 409A). The severance will be paid in a single lump sum within 10 days following the Release Effective Date, except to the extent Section 3 provides otherwise.

- 2 -

(d) You must continue to comply with the covenants under Sections 4 and 5 below to continue to receive severance benefits.

(f) Release Requirement. The severance in Section 2(b) and 2(c) and the acceleration described in Section 2(c) will occur only after and if you sign a separation agreement and general release of claims on the form the Company provides (releasing all releasable claims other than to payments under Section 2 or outstanding equity and including obligations to cooperate with the Company and reaffirming your obligations under Sections 4 through 6) (the “Release”) and any revocation period expires (the “Release Effective Date”) before the earlier of the date the Company specifies or the 60^th day following employment termination. Notwithstanding the foregoing, if, in the context of a Change in Control, the Board determines that the equity compensation will not exist after the Change in Control event, the vesting and exercisability of equity compensation will accelerate on or in connection with the Change in Control, subject to your requirement to comply with the following provisions if you do not sign the Release or it does not become irrevocable by the 60^th day after your employment ends. With respect to the continued vesting, you agree that, within 10 days after receiving from the Company written notification that the Compensation Committee has determined that you have received the benefits of continued vesting but have failed to meet the Release requirement of this Section 2(f), you will pay to the Company for each share of Company stock you receive (or become vested in) under Section 3(c):

(ii) For restricted stock units or equivalent equity, the fair market value of the shares issued to you (or, if higher, the proceeds received on disposition of the shares); and

(iii) For any other form of award, such amount as the Compensation Committee may determine, applying similar principles.

(g) Definitions.

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contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment, to any misdemeanor (other than a traffic violation), or your intentional violations of law involving moral turpitude; (v) material failure to follow the Company’s conduct and ethics policies that continues for 10 days after a written demand for your compliance that specifically identifies the manner in which it is alleged you have not attempted in good faith to comply; and/or (vi) your continued failure to attempt in good faith to perform your duties as reasonably assigned by the Board to you for a period of 60 days after a written demand for such performance that specifically identifies the manner in which it is alleged you have not attempted in good faith to perform such duties. The Company will not treat your termination of employment with the Company as a termination for Cause for purposes of this Agreement if the termination occurred because of any act or omission you reasonably believed in good faith to have been in, or not opposed to, the Company’s interests.

(iii) Position Diminishment. For purposes of this Agreement, “Position Diminishment” means: (i) a material reduction in your responsibilities, duties, or authority, (ii) (ii) a relocation of your principal place of employment to a location more than 50 miles from its then current location and that increases the distance from your primary residence by more than 50 miles, or (iii) a material reduction in your Base Salary, other than reductions that are generally applicable to your peers as executive officers. You may only resign as a result of a Position Diminishment if you (x) provide notice to the Company within 90 days following the initial existence of the condition constituting a Position Diminishment that you consider the Position Diminishment to be grounds to resign; (y) provide the Company a period of 30 days to cure the Position Diminishment, and (z) actually cease employment, by the six month anniversary following the effective date of the Position Diminishment, if the Position Diminishment is not cured, within the 30-day cure period. If the Position Diminishment follows a Change in Control, you may only resign for Position Diminishment upon the further condition of your completion of a post-replacement transition period of the shorter of 90 days or such period as the Board requests.

(iv) Reference Compensation. For purposes of this Agreement, “Reference Compensation” means your monthly base salary multiplied by [1.50] [1.55]

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evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this section.

3. Effect of Section 409A of the Code.

(b) General 409A Principles. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A or are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you will 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. This Agreement is intended to comply with the provisions of Section 409A and this Agreement will, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section.

4. Confidentiality, Disclosure, and Assignment

- 5 -

others unaffiliated with the Company, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including:

(iii) information on or material relating to the Company that when received is marked as “proprietary,” “private,” or “confidential”;

(iv) the Company’s trade secrets;

(d) Instruments of Assignment. You will sign and execute all instruments of assignment and other papers to evidence vestiture of your entire right, title and interest in such inventions,

- 6 -

improvements, discoveries, software, writings or other works of authorship in the Company, at the Company’s request and expense, and you will do all acts and sign all instruments of assignment and other papers the Company may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship you conceived, developed or reduced to practice, you hereby agree to do so, and if your employment ends, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus reasonable traveling or other expenses, subject to Section 3(c) of this Agreement.

(e) Additional Post-Employment Provisions. When your employment ends, you must (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) if such property is owned or exclusively used by the Company; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in your possession or control (including any of the foregoing stored or located in your office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, except that you may retain only those portions of any personal notes, notebooks and diaries that do not contain Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which you are or become aware to the extent such information is in your possession or control. Notwithstanding anything elsewhere to the contrary, you may retain (and not destroy) (x) information showing your compensation or relating to reimbursement of expenses that you reasonably believe are necessary for tax purposes and (y) copies of plans, programs, policies and arrangements of, or other agreements with, the Company addressing your compensation or employment or termination thereof.

(f) Survival. The obligations of this Section 4 (except for Section 4(b)) will survive the expiration or termination of this Agreement and your employment.

5. Non-Competition, Non-Recruitment, and Non-Disparagement.

(a) General. The Parties recognize and agree that (a) you are becoming a senior executive of the Company, (b) you will receive substantial amounts of the Company’s Confidential Information, (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non-disparagement obligations by you is critical to the Company’s continued economic well-being and protection of the Company’s Confidential Information. In light of these considerations, this Section 5 sets forth the terms and conditions of your obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of your employment for any reason.

(b) Non-Competition.

(i) Unless the Company waives or limits the obligation in accordance with Section 5(b)(ii), you agree that during employment and for 12 months following your cessation of employment for any reason (the “Noncompete Period”), you will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of such termination of employment or with any part of the Company’s contemplated business with respect to

- 7 -

which you have Confidential Information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of at least one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 5(b). For purposes of this Section 5, competitors of the Company currently include but are not limited to comScore, Inc., GfK AG, The Nielsen Company B.V., Rentrak Corporation, and WPP PLC.

(e) Enforcement. If you fail to provide notice to the Company under Section 5(b)(iii) and/or in any way violate your obligations under Section 5, the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to you under this Agreement.

(f) Survival. The obligations of this Section 5 survive the expiration or termination of this Agreement and your employment.

6. Clawback.

(a) If the Board determines, in its reasonable discretion, that you engaged in fraud or misconduct as a result of which or in connection with which the Company is required to or decides to restate its financials, the Board may, in its sole discretion, impose any or all of the following:

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(i) Immediate expiration of any then outstanding equity compensation, whether vested or not, if granted within the first 12 months after issuance or filing of any financial statement that is being restated (the “Recovery Measurement Period”);

(ii) As to any exercised portion of any stock options (to the extent, during the Recovery Measurement Period, the options are granted, vest, are exercised, or the purchased shares are sold), prompt payment to the Company of any Option Gain. For purposes of this Agreement, the “Option Gain” per share you received on exercise of an option is the spread between the closing price on the date of exercise and the exercise price you paid and comparable rules will apply in the case of stock appreciation rights;

(iii) Payment or transfer to the Company of any Stock Gain from restricted stock, restricted stock units, or other similar forms of compensation, where the “Stock Gain” consists of the greatest of (i) the value of the applicable shares when you received them within the Recovery Measurement Period, (ii) the value of such shares received during the Recovery Measurement Period, as determined on the date of the request by the Compensation Committee to repay or transfer under the provisions below, (iii) the gross (before tax) proceeds you received from any sale of any such shares during the Recovery Measurement Period, and (iv) if transferred without sale during the Recovery Measurement Period, the value of such shares when so transferred; and/or

(iv) Repayment of any bonuses paid during the Recovery Measurement Period.

(b) In addition to the foregoing, following an accounting restatement due to material noncompliance with any financial reporting requirements under securities laws, you agree to repay any incentive-based compensation (including any bonuses and equity compensation) paid during the three-year period preceding the date that the Company is required to prepare the accounting restatement which bonuses or equity compensation were based on the erroneous data. For purposes of this provision, the clawback is calculated as the excess amount paid on the basis of the restated results. The parties agree that this requirement will be applied as provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), and you agree that the Company may amend this Section 6 without your further consent if required to conform to Dodd-Frank.

(c) The remedies under this Section 6 are in addition to any other remedies that the Company may have available in law or equity. Payment is due in cash or cash equivalents within 10 days after the Board provides notice to you that it is enforcing this clawback. Payment will be calculated on a gross basis, without reduction for taxes. The Company may, but is not required to, accept a retransfer of Company stock in lieu of some or all of the payment, the value of which stock shall be deemed to be the fair market value of such shares on the date of the retransfer.

(d) Survival. The obligations of this Section 6 survive the expiration or termination of this Agreement and your employment.

7. Miscellaneous.

- 9 -


		If to the Company:		Arbitron Inc. Office of Chief Legal Officer 9705 Patuxent Woods Drive Columbia, MD 21046

		If to you:		At your last address on file with the Company

- 10 -

(e) Assignment. This Agreement will be binding upon and will inure to the benefit of your heirs, beneficiaries, executors and legal representatives upon your death and this Agreement will be binding upon any legal successor of the Company. Any legal successor of the Company will be treated as substituted for the Company under the terms of this Agreement for all purposes. You specifically agree that any assignment may include rights under the restrictive covenants of Sections 4 and 5. As used herein, “successor” will mean any person, firm, corporation or other business entity that at any time, whether by purchase or merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

None of your rights to receive any form of compensation payable under this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon your death or as provided in Section 7(h) hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided, however, that notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock options or the vested portion of other equity awards (other than incentive stock options within the meaning of Section 422 of the Code) consistent with the rules for transfers to “family members” as defined in Securities Act Form S-8 to the extent permitted under the terms of the awards.

(f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed both by you and the Chair of the Compensation Committee.

(i) Beneficiaries. You will be entitled, to the extent applicable law permits, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon your death by giving the Company written notice thereof in a manner consistent with the terms of any applicable plan documents. If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries, or, if none are designated or none survive you, your estate.

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(k) Company Policies. References in the Agreement to Company policies and procedures are to those policies as they may be amended from time to time by the Company.

(l) Governing Law. This Agreement must be construed, interpreted, and governed in accordance with the laws of Maryland, without reference to rules relating to conflicts of law.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have hereunto set your hand, as of the dates below.


ARBITRON INC.:

By:
		Name Title

EXECUTIVE:

		Name

- 12 -

Exhibit 21

ARBITRON INC.

SUBSIDIARIES


		State or
		Other Jurisdiction
Subsidiaries and Their Affiliates:		of Incorporation

Arbitron Holdings Inc.		Delaware
Arbitron International, LLC (1)		Delaware
Ceridian Infotech (India) Private Limited		India
Arbitron Technology Services India Private Limited (1)		India
Astro West LLC (2)		Delaware


(1)		Is a subsidiary of Arbitron Inc. and Arbitron Holdings, Inc.

(2)		Is a subsidiary of Arbitron Inc.

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Arbitron Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 33-61551, 33-56833, 33-54379, 33-56325, 33-62319, 33-64913, 333-01793, 333-01887, 333-03661, 333-28069, 333-58143, 333-66643, 333-50757, 333-83455, 333-89565, 333-39384, 333-56296, 333-56826, 333-85492, 333-124663, 333-149441, 333-155577, 333-155578, 333-170318, 333-170319) on Form S-8 of Arbitron Inc. of our reports dated February 24, 2011, with respect to the consolidated balance sheets of Arbitron Inc., as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity (deficit), comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of Arbitron.



/s/ KPMG LLP
Baltimore, Maryland
February 24, 2011

EXHIBIT 24

POWER OF ATTORNEY

The undersigned, a Director of Arbitron Inc. (the “Company”), a Delaware corporation, does hereby make, nominate and appoint SEAN R. CREAMER and TIMOTHY T. SMITH, and each of them, to be my attorney-in-fact for six months from the date hereof, with full power and authority to execute for and on behalf of the undersigned the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended; provided that such Form 10-K is first reviewed by the Audit Committee of the Board of Directors of the Company and by my attorney-in-fact, and his/her name, when thus signed, shall have the same force and effect as though I had manually signed such Form 10-K.

I have signed this Power of Attorney as of February 24, 2011.



	/s/ Shellye L. Archambeau
	Shellye L. Archambeau

	/s/ David W. Devonshire
	David W. Devonshire

	/s/ John A. Dimling
	John A. Dimling

	/s/ Erica Farber
	Erica Farber

	/s/ Philip Guarascio
	Philip Guarascio

	/s/ Larry E. Kittelberger
	Larry E. Kittelberger

	/s/ Luis G. Nogales
	Luis G. Nogales

	/s/ Richard A. Post
	Richard A. Post

Exhibit 31.1

302(a) CERTIFICATION

I, William T. Kerr, certify that:

1. I have reviewed this annual report on Form 10-K 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 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 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: February 24, 2011



	/s/ William T. Kerr
	William T. Kerr
	Chief Executive Officer, President, and Director

Exhibit 31.2

302(a) CERTIFICATION

I, Sean R. Creamer, certify that:

1. I have reviewed this annual report on Form 10-K of Arbitron Inc.;

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: February 24, 2011



	/s/ Sean R. Creamer
	Sean R. Creamer
	Executive Vice President U.S. Media, and Chief Financial Officer

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 Annual Report on Form 10-K of the Company for the year ended December 31, 2010, filed on the date hereof with the Securities and Exchange Commission (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ William T. Kerr
	William T. Kerr
	Chief Executive Officer Date: February 24, 2011



	/s/ Sean R. Creamer
	Sean R. Creamer
	Chief Financial Officer Date: February 24, 2011


			Page No.

FORWARD-LOOKING STATEMENTS				5

PART I
	ITEM 1.	BUSINESS		6
		Overview		6
		Corporate Strategy		7
		Industry Background and Markets		7
		Portable People Meter Technology		8
		Radio Audience Ratings Services		9
		Portable People Meter Ratings Service		9
		Diary Service		11
		Other Syndicated Services		12
		Data and Software Services		12
		Local Market Consumer Information Services		13
		Cross-Platform		14
		International Operations		15
		Customers, Sales and Marketing		15
		Competition		16
		Intellectual Property		16
		Research and Development		18
		Governmental Regulation		18
		Media Rating Council Accreditation		19
		Employees		19
		Seasonality		19
		Available Information		20
	ITEM 1A.	RISK FACTORS		20
		Risk Factors Relating to Our Business and the Industry in Which We Operate		20
		Risk Factors Relating to Our Indebtedness		29
		Risk Factors Relating to Owning Our Common Stock		30
	ITEM 1B.	UNRESOLVED STAFF COMMENTS		31
	ITEM 2.	PROPERTIES		31
	ITEM 3.	LEGAL PROCEEDINGS		31
	ITEM 4.	RESERVED		34

PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		34
	ITEM 6.	SELECTED FINANCIAL DATA		35
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		36
		Overview		36
		Credit Facility		37
		General Economic Conditions		37
		Critical Accounting Policies and Estimates		37
		Results of Operations		39
		Liquidity and Capital Resources		45
		Off-Balance Sheet Arrangements		48
		New Accounting Pronouncements		48
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		48
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		48
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		88
	ITEM 9A.	CONTROLS AND PROCEDURES		88
		Evaluation of Disclosure Controls and Procedures		88
		Management’s Report on Internal Control Over Financial Reporting		88
		Changes in Internal Control Over Financial Reporting		88
	ITEM 9B.	OTHER INFORMATION		88


	Page

Reports of Independent Registered Public Accounting Firm		50
Consolidated Balance Sheets as of December 31, 2010 and 2009		52
Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008		53
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2010, 2009 and 2008		54
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2010, 2009 and 2008		55
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008		56
Notes to Consolidated Financial Statements		57
Consolidated Schedule of Valuation and Qualifying Accounts		87