8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): December 8, 2010

Arbitron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-1969	52-0278528
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
9705 Patuxent Woods Drive, Columbia, Maryland		21046
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 410-312-8000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2010, Arbitron Inc. (the "Company") announced that it had entered into new multi-year agreements with Clear Channel Radio, a division of Clear Channel Communications, Inc. ("Clear Channel") to provide radio ratings and other related services to all of Clear Channel’s radio markets in the United States. The Company entered into the agreements on December 8, 2010 for an effective term beginning on January 1, 2011 and expiring on December 31, 2016. The new agreements will replace the existing agreements with Clear Channel, which generally otherwise would have expired December 31, 2011.

Under the terms and conditions of the new agreements, the Company will provide its diary-based Radio Market Reports, Maximi$er® Data, Scarborough consumer data and Arbitron qualitative data, and related services and software to Clear Channel for the term of the new agreements. The Company will also provide its PPM Market Report Service, including the PPM Analysis Tool software, and PPM Weeklies reports. In addition, the Company will provide its Tapscan™ services and software to Clear Channel through December 31, 2012.

On December 8, 2010, Premiere Radio Networks, Katz Media Group, and Clear Channel Traffic, affiliates of Clear Channel, also entered into new contracts to receive the Company’s services.

The aggregate amount of all payments to be made by Clear Channel for the services during the term of the agreements currently is expected to be approximately $538.2 million, based on the radio stations currently owned by Clear Channel.

The foregoing description of the agreements is qualified in its entirety by reference to the material agreements entered into between the Company and Clear Channel, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. A copy of the press release announcing the agreements is furnished in accordance with Item 7.01 herewith as Exhibit 99.1 and attached heret o.

Item 7.01 Regulation FD Disclosure.

On December 8, 2010, the Company issued a press release announcing the new agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 8, 2010, the Company also issued a press release announcing full-year 2011 financial guidance. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Arbitron Inc. dated December 8, 2010 announcing Clear Channel Radio renewal
Exhibit 99.2 Press Release of Arbitron Inc. dated December 8, 2010 announcing full-year 2011 financial guidance

Arbitron Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries in this document that are not historical in nature, particularly those that utilize terminology such as "may," "will," "should," "likely," "expects," "anticipates," "estimates," "believes," "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 in such forwar d-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 measurement services and methodologies in light of governmental actions, including investigation, regulation, legislation or litigation, customer or industry group activism, or adverse community or public relations efforts;
• complete the Media Rating Council, Inc. ("MRC") audits of our local market Arbitron Portable People Meter (PPM) ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement services;
• successfully commercialize our PPM service;
• design, recruit, and maintain PPM panels that appropriately balance research quality, panel size and operational cost;
• absorb costs related to legal proceedings and governmental en tity interactions and avoid any related fines, limitations or conditions on our business activities, including, without limitation, by meeting or exceeding our commitments and agreements with various governmental entities;
• successfully develop, implement and fund initiatives designed to increase sample quality;
• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, consumer trends including a trend toward increasing incidence of cell phone households, privacy concerns, technology changes, and/or government regulations;
• provide appropriate levels of operational capacity and funding to support the more costly identification and recruitment of younger demographics into our panels and samples;
• successfully manage the impact on our business of the recent economic downturn generally, and in the advertising market, in particular, including, without limitation, the insolvency of any of our customers or the impact of s uch 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 technological needs of our customer base, including creating proprietary technology and systems to support our cell phone sampling plans, and new customer services that meet these needs 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;
• effectively manage the impact, if any, of any further ownership shifts in the radio and advertising agency industries;
• successfully develop and implement technology solutions to encode and/or measure new forms of media content and delivery, and advertising in an increasingly competitive environment;
• successfully develop, implement, and launch our cross-platform initiatives; 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 risk factors set forth in the caption "ITEM 1A. — RISK FACTORS" in our Annual Report on Form 10-K for the year ended December 31, 2009, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates 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 estimates change.

The information in this Item 7.01, including the information set forth in Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arbitron Inc.
December 8, 2010	By:	Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President, Business Development and Strategy, Chief Legal Officer, & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated December 8, 2010 announcing Clear Channel Radio renewal
99.2	Press Release of Arbitron Inc. dated December 8, 2010 announcing full-year 2011 financial guidance

EX-99.1

Press
Information

Investor Contact: Thom Mocarsky
Arbitron Inc.
410-312-8239
thom.mocarsky@arbitron.com

Press Contact: Kim Myers
Arbitron Inc.
410-312-8500
kim.myers@arbitron.com

Clear Channel Radio Signs Renewal for Arbitron Portable People Meter

and Diary Radio Rating Services
Investor conference call scheduled for 10:00 a.m. Eastern Time,
Thursday December 9, 2010

COLUMBIA, MD; December 8, 2010 — Arbitron Inc. (NYSE: ARB) today announced that Clear Channel Radio has signed multi-year, multi-market contracts for Arbitron’s Portable People Meter^TM (PPM™) and diary radio ratings services. These agreements extend Clear Channel’s access to Arbitron radio ratings and other services in all of Clear Channel Radio’s markets through December 31, 2016.

“Arbitron’s PPM and diary ratings are an integral part of the radio buy-sell process for both terrestrial and digital outlets. We’re gratified that Clear Channel Radio, our largest client, has ensured its continued access to Arbitron services by renewing our partnership on this long term basis,” said William Kerr, President and Chief Executive Officer, Arbitron Inc. “Going forward Arbitron and Clear Channel will be working closely with other radio groups in an industry-wide advocacy program to further promote the value of radio as the ultimate audio-powered and community-driven medium,” said Mr. Kerr.

“In today’s competitive media environment, advertisers and agencies increasingly demand accurate and timely data to inform their buying decisions,” said Clear Channel Radio President and CEO John Hogan. “Arbitron’s PPM and diary ratings validate the great power of our medium and our platforms – and help us demonstrate every day how well we deliver on radio’s unique ability to engage audiences.”

Clear Channel is Arbitron’s largest radio ratings subscriber and represented approximately 19 percent of Arbitron’s revenue in 2009.

Arbitron has filed with the Securities and Exchange Commission a Current Report on Form 8-K that contains more information regarding the agreements. A copy of the Current Report on Form 8-K can be found on the Arbitron Web site.

In a separate announcement also released today, Arbitron has provided full-year 2011 guidance for revenue and earnings per share.

Investor Conference Call: Schedule and Access

Arbitron will host a conference call at 10:00 a.m. Eastern Time on Thursday, December 9, 2010.

The Company invites you to listen to the call toll-free by dialing (888) 562-3356. The conference call can be accessed from outside of the United States by dialing (973) 582-2700. To participate, users will need to use the following code: 30309082.

The call will also be available live on the Internet at the following sites: www.arbitron.com and www.streetevents.com.

A replay of the call will be available from 1:00 p.m. on December 9, 2010, through
11:59 p.m. on December 16, 2010. To access the replay toll-free, please call (800) 642-1687 in the United States or (706) 645-9291 if you’re calling from outside of the United States. To access the replay, users will need to enter the following code: 30309082.

About Arbitron Radio Ratings Services
The Arbitron Portable People Meter is a portable device that captures a consumer’s exposure to media and entertainment by passively capturing an inaudible code that can be embedded in the audio content of terrestrial, satellite and online radio broadcasts, in broadcast, cable and satellite television as well as cinema advertising and many types of place-based digital media. The PPM service is currently commercialized in 43 markets nationwide, and is scheduled to be commercialized in a total of 48 markets by December 31, 2010.

The Arbitron diary service has measured radio audiences of more than 13,000 stations broadcasting in the United States as well as from Canada and Mexico for more than 40 years. The Arbitron diary methodology has evolved significantly over the past four decades, including improvements to sampling cell phone households and improving recruitment of hard-to-reach young and ethnic demographics.

About Clear Channel Radio
Clear Channel Radio is a leading radio company focused on serving local communities across the U.S. with an audience of more than 110 million choosing Clear Channel Radio programming each week. The company’s content can be heard on AM/FM stations, HD digital radio channels, on the Internet, at iheartradio.com and on the iheartradio mobile application on iPods and smart phones, and used via navigation systems from TomTom, Garmin and others. Clear Channel Radio’s iheartradio app delivers over 750 of America’s favorite local radio stations, celebrity-hosted channels, local traffic reports & exclusive videos. The company’s operations include radio broadcasting, syndication and independent media representation. Clear Channel Radio is a division of Clear Channel Communications, Inc. (OTCBB:CCMO), a leading global media and entertainment company. More information on the company can be found at www.clearchannel.com.
About Arbitron
Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media– radio, television, cable, online radio and out-of-home–as well as advertisers and advertising agencies. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The company has developed the Portable People Meter device and PPM 360™, new technologies for media and marketing research.

Portable People Meter™, PPM™ and PPM 360™ are marks of Arbitron Inc.

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.

Arbitron Forward-Looking Statements

Statements in this release that are not strictly historical, including the statements regarding expectations for future performance and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things, the current global economic recession and the upheaval in the credit markets and financial services industry, competition, our ability to develop and successfully market new products and technologies, our ability to successfully commercialize our Portable People Meter service, the growth rates and cyclicality of markets we serve, our ability to expand our business in new markets, our ability to successfully identify, consummate and integrate appropriate acquisitions, the impact of increased costs of data collection including a trend toward increasing incidence of cell phone-only households, litigation and other contingent liabilities including intellectual property matters, our compliance with applicable laws and regulations and changes in applicable laws and regulations, our ability to achieve projected efficiencies, cost reductions, sales growth and earnings, and international economic, political, legal and business factors. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2009 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update any forward-looking statement.

Press
Information

Investor Contact: Thom Mocarsky
Arbitron Inc.
410-312-8239
thom.mocarsky@arbitron.com

Press Contact: Kim Myers
Arbitron Inc.
410-312-8500
kim.myers@arbitron.com

FOR IMMEDIATE RELEASE

Arbitron Inc. Provides Full-Year 2011 Guidance
Details outlook for revenue and earnings per share (diluted)
Investor conference call scheduled for 10:00 a.m. Eastern Time,
Thursday, December 9, 2010

COLUMBIA, MD; December 8, 2010 – Arbitron Inc. (NYSE: ARB) today announced financial guidance for the full-year ending December 31, 2011.

The Company is providing 2011 guidance in order to detail the financial implications of the multi-year, multi-market contract renewal signed by Clear Channel Radio as well as those of the recent signing by Univision Radio to multi-year contracts for Arbitron’s Portable People Meter^TM radio ratings services.

Arbitron expects 2011 revenue to increase between 6 percent and 8 percent over its 2010 revenue. For the full-year 2010, Arbitron continues to expect a revenue increase near the lower end of the previously announced range of 2 percent to 6 percent versus the Company’s 2009 revenue of $385.0 million.

Earnings per share (diluted) is expected to be between $1.90 and $2.05 for the full-year 2011.

Investor Conference Call: Schedule and Access

Arbitron will host a conference call at 10:00 a.m. Eastern Time on Thursday, December 9, 2010.

The Company invites you to listen to the call toll-free by dialing (888) 562-3356. The conference call can be accessed from outside of the United States by dialing (973) 582-2700. To participate, users will need to use the following code: 30309082.

The call will also be available live on the Internet at the following sites: www.arbitron.com and www.streetevents.com.

A replay of the call will be available from 1:00 p.m. on December 9, 2010, through
11:59 p.m. on December 16, 2010. To access the replay toll-free, please call (800) 642-1687 in the United States or (706) 645-9291 if you’re calling from outside of the United States. To access the replay, users will need to enter the following code: 30309082.

About Arbitron
Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media – radio, television, cable and out-of-home – as well as advertisers and advertising agencies. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The company has developed the Portable People Meter™(PPM^TM) and PPM 360™, new technologies for media and marketing research.

###

Portable People Meter™, PPM™ and PPM 360™ are marks of Arbitron Inc.

Arbitron Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” ”expects,” “anticipates,” “estimates,” “believes,” “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 in 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 measurement services and methodologies in light of governmental actions, including investigation, regulation, legislation or litigation, customer or industry group activism, or adverse community or public relations efforts;

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

• successfully commercialize our PPM service;

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

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

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

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

• provide appropriate levels of operational capacity and funding to support the more costly identification and recruitment of younger demographics into our panels and samples;

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

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

• effectively respond to rapidly changing technological needs of our customer base, including creating proprietary technology and systems to support our cell phone sampling plans, and new customer services that meet these needs 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;

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

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

• successfully develop, implement, and launch our cross-platform initiatives; 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 risk factors set forth in the caption “ITEM 1A. — RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2009, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates 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 estimates change.