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 1934For the fiscal year ended December 31,
    2010oro

Transition Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the transition period
    from          to   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)
        Title of Each Class Registered

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.50 per share

New York Stock Exchange    None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
   
  Page No.FORWARD-LOOKING STATEMENTS


5PART IITEM 1.


BUSINESS


6Overview


6Corporate Strategy


7Industry Background and Markets


7Portable People Meter Technology


8Radio Audience Ratings Services


9Portable People Meter Ratings
    Service


9Diary Service


11Other Syndicated Services


12Data and Software Services


12Local Market Consumer Information
    Services


13Cross-Platform


14International Operations


15Customers, Sales and Marketing


15Competition


16Intellectual Property


16Research and Development


18Governmental Regulation


18Media Rating Council Accreditation


19Employees


19Seasonality


19Available Information


20ITEM 1A.


RISK FACTORS


20Risk Factors Relating to Our Business
    and the Industry in Which We Operate


20Risk Factors Relating to Our
    Indebtedness


29Risk Factors Relating to Owning Our
    Common Stock


30ITEM 1B.


UNRESOLVED STAFF COMMENTS


31ITEM 2.


PROPERTIES


31ITEM 3.


LEGAL PROCEEDINGS


31ITEM 4.


RESERVED


34PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


34ITEM 6.


SELECTED FINANCIAL DATA


35ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


36Overview


36Credit Facility


37General Economic Conditions


37Critical Accounting Policies and
    Estimates


37Results of Operations


39Liquidity and Capital Resources


45Off-Balance Sheet Arrangements


48New Accounting Pronouncements


48ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


48ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


48ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE


88ITEM 9A.


CONTROLS AND PROCEDURES


88Evaluation of Disclosure Controls and
    Procedures


88Managements Report on Internal
    Control Over Financial Reporting


88Changes in Internal Control Over
    Financial Reporting


88ITEM 9B.


OTHER INFORMATION


88 2




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Page No.PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


88ITEM 11.


EXECUTIVE COMPENSATION


89ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


89ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


89ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


89PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


90SIGNATURES


95   3




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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
    360tm,

    Marketing Resources
    Plus ® ,

    MRP sm ,

    PrintPlus ® ,

    MapMAKER
    Direct sm Media
    Professional sm ,

    Media Professional
    Plus sm QUALITAP sm Schedule-It sm
  Windows ® tm ® Form 10-K
   4




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FORWARD-LOOKING
    STATEMENTS  Form 10-K.
    Form 10-K
  
    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.     5




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PART I  ITEM 1.
    BUSINESS  (410) 312-8000.
 Overview  out-of-home
  
    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.      out-of-home
  tm tm
  Form 10-K.
 6




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Corporate
    Strategy  out-of-home
  
    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       7




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Portable
    People Meter Technology      out-of-home
  tm
  tm
 8




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Radio
    Audience Ratings Services  Challenges
  and/or
     Portable
    People Meter Ratings Service  Collection of Listener Data Through PPM
    Methodology.
    Commercialization.
   9




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Media
    Rating Council Accreditation
      Form 10-K quarter-hour-based
  2010 PPM Ratings Service Quality Improvement
    Initiatives.
       10




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and/or
 Diary
    Service  Collection of Listener Data Through Diary
    Methodology. seven-day follow-up
  2010 Diary Service Quality Improvement
    Initiatives.
   11




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Other
    Syndicated Services  RADAR.
      Nationwide.
     Data and
    Software Services    Software Applications. ® tm ® sm ®
 12




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hour-by-hour
       Local
    Market Consumer Information Services  out-of-home
    
    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.   13




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Scarborough Report.
  out-of-home out-of-home
  out-of-home
  RetailDirect Service. out-of-home out-of-home
  Qualitative Diary Service/LocalMotion
    Service. out-of-home
  Non-Syndicated Research Services. play-by-play out-of-home out-of-home
 Cross-Platform  and/or
 14




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out-of-home,
 International
    Operations  Portable People Meter Technology.
  India.
 Customers,
    Sales and Marketing  out-of-home
    tm
    
    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 15




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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        out-of-home
  and/or
 Intellectual
    Property   16




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Radio Market Report Radio Market Report Radio Market Report
      assignment-of-inventions
     17




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Research
    and Development   Governmental
    Regulation           18




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Media
    Rating Council Accreditation  Radio Market Report Radio Market Repor
   Employees   Seasonality  Revenue
             19




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Costs and
    expenses
      Scarborough
    Research
   Available
    Information  Form 10-K, Form 10-Q, Form 8-K,
  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.
    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.
 20




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Form 10-K quarter-hour-based
  and/or
    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.
    Technological change may render our services obsolete and
    it may be difficult for us to develop new services or enhance
    existing ones.
  and/or
  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.
   21




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and/or
  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.
    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.
    If our PPM ratings service does not achieve the financial
    success that we anticipate, our financial results will
    suffer.
    
    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 22




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
    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.
  up-to-date market-by-market.
  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 are subject to governmental oversight or influence,
    which may harm our business.
      Criticism of our audience ratings service by various
    governmental entities, industry groups, and market segments
    could adversely impact our business.
   23




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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
    
    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).    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.
    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.
   24




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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.
      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.
      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 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.
    
    obtaining patent protection for our technology, proprietary
    methods, and services, and in particular, our PPM ratings
    service; 25




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
    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.    and/or
  Costs associated with significant legal proceedings may
    adversely affect our results of operations.
    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.
    The loss or insolvency of any of our key customers would
    significantly reduce our revenue and operating results.
     26




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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.
    Long-term agreements with our customers limit our ability
    to increase the prices we charge for our services if our costs
    increase.
    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.
    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.
    Interruptions, delays, or unreliability in the delivery of
    our services could adversely affect our reputation and reduce
    our revenues.
   27




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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.
    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.
      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.
    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.
    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.
 28




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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.
    Long-term disruptions in the mail, public utilities,
    telecommunication infrastructure
    and/or air
    service could adversely impact our business.
  and/or
  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.
  Form 10-K
  If our subsidiary in India is not successful, we may incur
    losses.
   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.
    
    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. 29




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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.
   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.
      It may be difficult for a third party to acquire us, which
    could depress the stock price of our common stock.
    
    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. 30




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
    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    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS       31




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and/or
        New
    York
           32




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New
    Jersey
              Maryland
   33




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Florida
        ITEM 4.
    RESERVED PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES      2010

1Q


2Q


3Q


4Q


Full YearHigh

$
29.06


$
33.52


$
31.82


$
42.55


$
42.55Low

$
21.21


$
25.37


$
23.71


$
25.21


$
21.21Dividend

$
0.10


$
0.10


$
0.10


$
0.10


$
0.40   2009

1Q


2Q


3Q


4Q


Full YearHigh

$
17.44


$
22.45


$
21.07


$
25.36


$
25.36Low

$
10.57


$
14.89


$
14.87


$
20.33


$
10.57Dividend

$
0.10


$
0.10


$
0.10


$
0.10


$
0.40    34




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K. 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 DataRevenue

$
395,379


$
384,952


$
368,824


$
338,469


$
319,335Costs and expenses


329,729



330,111



312,359



279,187



243,386Operating income


65,650



54,841



56,465



59,282



75,949Equity in net income of affiliate(s)


7,092



7,637



6,677



4,057



7,748Income from continuing operations before interest and income tax
    expense


72,742



62,478



63,142



63,339



83,697Interest expense (income), net


970



1,346



1,593



(1,453
)


3,092Income from continuing operations before income tax expense


71,772



61,132



61,549



64,792



80,605Income tax expense


27,294



18,972



24,330



24,288



30,259Income from continuing operations


44,478



42,160



37,219



40,504



50,346Income (loss) from discontinued operations, net of taxes










(39
)


(324
)


312Net income

$
44,478


$
42,160


$
37,180


$
40,180


$
50,658Net Income Per Weighted Average Common ShareBasicContinuing operations

$
1.66


$
1.59


$
1.37


$
1.38


$
1.68Discontinued operations










(0.00
)


(0.01
)


0.01Net income per share, basic

$
1.66


$
1.59


$
1.37


$
1.37


$
1.69DilutedContinuing operations

$
1.64


$
1.58


$
1.37


$
1.37


$
1.67Discontinued operations










(0.00
)


(0.01
)


0.01Net income per share, diluted

$
1.64


$
1.58


$
1.36


$
1.35


$
1.68Cash dividends declared per share

$
0.40


$
0.40


$
0.40


$
0.40


$
0.40Weighted average common shares used in calculationsBasic


26,759



26,493



27,094



29,399



29,937Diluted


27,105



26,676



27,259



29,665



30,086Balance Sheet DataCurrent assets

$
94,823


$
77,637


$
74,318


$
69,928


$
105,545Total assets


229,241



206,287



200,070



181,853



210,320Long-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


$
89,256Share-based Compensation DataShare-based compensation expense

$
6,478


$
10,031


$
8,415


$
6,532


$
6,545  35




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
 Overview            and/or
 36




---



##### 



Credit
    Facility   General
    Economic Conditions     Critical
    Accounting Policies and Estimates    Software development costs.
  Deferred income taxes.
 37




---



##### 



Form 10-K.
  Insurance Receivables.
 38




---



##### 



Results
    of Operations  Comparison
    of Year Ended December 31, 2010 to Year Ended
    December 31, 2009
    Consolidated
    Statements of Income 
    (Dollars in thousands, except per share amounts)
    (Unaudited)
  Years Ended


Increase


PercentageDecember 31,


(Decrease)


of Revenue2010


2009


Dollars


Percent


2010


2009Revenue

$
395,379


$
384,952


$
10,427



2.7
%


100.0
%


100.0
%Costs and expensesCost 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 shareBasic

$
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
%       (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. 39




---



##### 



Revenue.
      Cost of Revenue.
  Selling, General, and
    Administrative.
  Research and Development.
  Restructuring and
    Reorganization.
  Income Tax Expense.
  EBIT and EBITDA.
 40




---



##### 



41




---



##### 



Comparison
    of Year Ended December 31, 2009 to Year Ended
    December 31, 2008
    Consolidated
    Statements of Income 
    (Dollars in thousands, except per share amounts)
    (Unaudited)
  Years Ended


Increase


PercentageDecember 31,


(Decrease)


of Revenue2009


2008


Dollars


Percent


2009


2008Revenue

$
384,952


$
368,824


$
16,128



4.4
%


100.0
%


100.0
%Costs and expensesCost 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 operationsLoss 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 shareBasicContinuing operations

$
1.59


$
1.37


$
0.22



16.1
%Discontinued operations














Net income per share, basic

$
1.59


$
1.37


$
0.22



16.1
%DilutedContinuing 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


$




    42




---



##### 



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


IncreaseDecember 31,


(Decrease)2009


2008


Dollars


PercentOther 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.
    Cost of Revenue.
 43




---



##### 



Selling, General, and
    Administrative.
  Restructuring and
    Reorganization.
  Equity in Net Income of
    Affiliates.
  Income Tax Expense.
  Net Income.
  EBIT and EBITDA.
   44




---



##### 



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


ChangeCash and cash equivalents

$
18,925


$
8,217


$
10,708Working deficit

$
(32,333
)

$
(10,737
)

$
(21,596
)Working capital, excluding deferred revenue and current portion
    of credit facility

$
57,146


$
32,411


$
24,735Total debt

$
53,000


$
68,000


$
(15,000
)     Operating activities.
    Investing activities. Form 10-K.
    Financing activities.
  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


ChangeCash and cash equivalents

$
8,217


$
8,658


$
(441
)Working deficit

$
(10,737
)

$
(28,592
)

$
17,855Working capital, excluding deferred revenue

$
32,411


$
28,712


$
3,699Total long-term debt

$
68,000


$
85,000


$
(17,000
)  45




---



##### 



Operating activities.
    Investing activities. Form 10-K
  Financing activities.
  out-of-the
  Credit
    Facility
    and/or
  12-month
 46




---



##### 



Covenant

Threshold

ActualMaximum leverage ratio


3.0



.50Minimum interest coverage ratio


3.0



108       Other
    Liquidity Matters
    Contractual
    Obligations
    Payments Due By PeriodLess Than


1 - 3


3 - 5


More Than1 Year


Years


Years


5 Years


Total(In thousands)Debt(A)

$
53,431


$



$



$



$
53,431Operating leases(B)


8,125



13,824



10,144



16,069



48,162Purchase obligations(C)


3,978















3,978Contributions for retirement plans(D)


2,529















2,529Unrecognized 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. 47




---



##### 



(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   New
    Accounting Pronouncements  No. 2009-13 2009-13).
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk
    12-month
  Foreign
    Currency Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   48




---



##### 



ARBITRON
    INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReports of Independent Registered Public
    Accounting Firm


50Consolidated Balance Sheets as of
    December 31, 2010 and 2009


52Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


53Consolidated Statements of Stockholders
    Equity (Deficit) for the Years Ended December 31, 2010,
    2009 and 2008


54Consolidated Statements of Comprehensive Income
    for the Years Ended December 31, 2010, 2009 and 2008


55Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


56Notes to Consolidated Financial Statements


57Consolidated Schedule of Valuation and Qualifying
    Accounts


87  49




---



##### 



Report
    of Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
    50




---



##### 



Report
    of Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control - Integrated Framework
    KPMG
    LLP
    51




---



##### 



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


2009AssetsCurrent assetsCash and cash equivalents

$
18,925


$
8,217Trade accounts receivable, net of allowance for doubtful
    accounts of $4,708 in 2010 and $4,708 in 2009


59,808



52,607Prepaid expenses and other current assets


11,332



11,831Deferred tax assets


4,758



4,982Total current assets


94,823



77,637Equity and other investments


18,385



16,938Property and equipment, net


70,332



67,903Goodwill, net


38,895



38,500Other intangibles, net


6,272



809Noncurrent deferred tax assets






4,130Other noncurrent assets


534



370Total assets

$
229,241


$
206,287Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable

$
10,007


$
14,463Accrued expenses and other current liabilities


27,670



30,763Current portion of long-term debt


53,000



Deferred revenue


36,479



43,148Total current liabilities


127,156



88,374Long-term debt






68,000Noncurrent deferred tax liabilities


2,695



Other noncurrent liabilities


21,739



19,338Total liabilities


151,590



175,712Commitments and contingencies






Stockholders equityPreferred 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



16,169Net distributions to parent prior to March 30, 2001 spin-off


(239,042
)


(239,042
)Retained earnings subsequent to spin-off


313,226



267,305Common 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



30,575Total liabilities and stockholders equity

$
229,241


$
206,287    52




---



##### 



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


2009


2008Revenue

$
395,379


$
384,952


$
368,824Costs and expensesCost of revenue


215,329



196,269



185,632Selling, general and administrative


75,255



81,866



85,315Research and development


39,145



42,008



41,412Restructuring and reorganization






9,968



Total costs and expenses


329,729



330,111



312,359Operating income


65,650



54,841



56,465Equity in net income of affiliate(s)


7,092



7,637



6,677Income from continuing operations before interest and income tax
    expense


72,742



62,478



63,142Interest income


14



49



623Interest expense


984



1,395



2,216Income from continuing operations before income tax expense


71,772



61,132



61,549Income tax expense


27,294



18,972



24,330Income from continuing operations


44,478



42,160



37,219Discontinued operationsLoss from discontinued operations, net of taxes










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










423Total loss from discontinued operations, net of taxes










(39
)Net income

$
44,478


$
42,160


$
37,180Income per weighted-average common shareBasicContinuing operations

$
1.66


$
1.59


$
1.37Discontinued operations










(0.00
)Net income

$
1.66


$
1.59


$
1.37DilutedContinuing operations

$
1.64


$
1.58


$
1.37Discontinued operations










(0.00
)Net income

$
1.64


$
1.58


$
1.36Weighted-average common shares used in calculationsBasic


26,759



26,493



27,094Potentially dilutive securities


346



183



165Diluted


27,105



26,676



27,259Dividends declared per common share outstanding

$
0.40


$
0.40


$
0.40   Note:
    Certain per share data amounts may not total due to rounding.
 53




---



##### 



ARBITRON
    INC.Consolidated Statements of Stockholders
    Equity (Deficit)
    Years Ended December 31, 2010, 2009, and 2008
    (In thousands)  NetDistributionsto Parent


Retained





AccumulatedNumber of





Prior to


Earnings


Common Stock


Other


TotalShares


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
)


48,200Net income














37,180











37,180Other comprehensive income (loss)Foreign currency translation






















(1,087
)


(1,087
)Retirement and post-retirement liabilities






















(12,468
)


(12,468
)Income tax benefit






















5,238



5,238Dividends declared














(10,826
)










(10,826
)Common stock issued from treasury stock


347











10,065



164







10,229Non-cash share-based compensation














8,406



9







8,415Common stock repurchased


(2,247
)










(98,876
)


(1,123
)






(99,999
)Increased tax benefits from share-based awards














830











830Impact of SFAS No. 158 measurement date adoptionService, 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











42,160Other comprehensive income (loss)Foreign currency translation






















(42
)


(42
)Retirement and post-retirement liabilities






















6,694



6,694Income tax benefit






















(2,631
)


(2,631
)Dividends declared














(10,597
)










(10,597
)Common stock issued from treasury stock


178











1,188



89







1,277Non-cash share-based compensation














10,031











10,031Reduced 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
)


30,575Net income














44,478











44,478Other comprehensive income (loss)Foreign currency translation






















61



61Retirement and post-retirement liabilities






















1,763



1,763Income tax benefit






















(902
)


(902
)Dividends declared














(10,711
)










(10,711
)Common stock issued from treasury stock


467











5,650



233







5,883Non-cash share-based compensation














6,478











6,478Increased tax benefits from share-based awards














26











26Balance at December 31, 2010


27,055


$
16,169


$
(239,042
)

$
313,226


$
(2,642
)

$
(10,060
)

$
77,651    54




---



##### 



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


2009


2008Net income

$
44,478


$
42,160


$
37,180Other comprehensive income (loss), net of taxChange 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    55




---



##### 



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


2009


2008Cash flows from operating activitiesNet income

$
44,478


$
42,160


$
37,180Less: loss from discontinued operations, net of taxes










(39
)Income from continuing operations


44,478



42,160



37,219Adjustments to reconcile income from continuing operations to
    net cash provided by operating activitiesDepreciation and amortization of property and equipment


26,686



23,228



17,161Amortization of intangible assets


822



141



302Loss on asset disposals and impairments


3,011



2,088



1,598Loss due to retirement plan settlements


1,222



1,803



1,670Deferred income taxes


6,147



(1,690
)


2,400Reduced 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



8,100Bad debt expense


1,375



2,723



1,636Non-cash share-based compensation


6,478



10,031



8,415Changes in operating assets and liabilitiesTrade accounts receivable


(8,576
)


(5,293
)


(17,502
)Prepaid expenses and other assets


70



2,020



(7,026
)Accounts payable


(1,959
)


(3,157
)


5,352Accrued expense and other current liabilities


(1,465
)


312



1,471Deferred revenue


(6,669
)


(14,156
)


(9,464
)Other noncurrent liabilities


(143
)


(2,427
)


1,426Net operating activities from discontinued operations










(1,194
)Net cash provided by operating activities


71,810



57,324



44,887Cash flows from investing activitiesAdditions 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










2,123Net cash used in investing activities


(39,205
)


(35,081
)


(31,466
)Cash flows from financing activitiesProceeds from stock option exercises and stock purchase plan


7,560



988



10,331Stock repurchases










(99,999
)Tax benefits realized from share-based awards


26







830Dividends 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



140,000Payments 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



22,128Cash and cash equivalents at end of year

$
18,925


$
8,217


$
8,658    56




---



##### 



ARBITRON
    INC.Notes to Consolidated Financial Statements
  1.
    Basis of
    Presentation  Basis
    of Consolidation
    Description
    of Business
  out-of-home
  2.
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
    Expense
    Recognition
  tm tm
  Cash
    Equivalents
   57




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Trade
    Accounts Receivable
    Inventories
  first-in,
  Property
    and Equipment
    Computer equipment

3 yearsPurchased and internally developed software

3  5 yearsLeasehold improvements

Shorter of useful life or life of leaseMachinery, furniture and fixtures

3  6 years       Equity
    and Other Investments
    Goodwill
    and Other Intangible Assets
     58




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Impairment
    of Long-Lived Assets
    Income
    Taxes
    Net
    Income per Weighted Average Common Share
    Translation
    of Foreign Currencies
    Advertising
    Expense
   59




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting
    Estimates
    Legal
    Matters
    Leases
    New
    Accounting Pronouncements
  No. 2009-13 Revenue Recognition (Topic 605) 
    Multiple-Deliverable Revenue Arrangements a consensus of the
    FASB Emerging Issues Task Force 2009-13).
  3.
    Discontinued
    Operation   60




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Form 10-K
  Year EndedResults of Operations of Discontinued Operations

December 31, 2008Revenue

$
1,011Operating loss


(791
)Net interest income


7Loss before income tax benefit


(784
)Income tax benefit


322Loss from discontinued operations, net of taxes


(462
)Gain on sale, net of taxes


423Total loss from discontinued operations, net of tax

$
(39
)   4.
    Equity
    and Other Investments    December 31,


December 31,2010


2009Scarborough

$
13,205


$
13,538TRA preferred stock


5,180



3,400Equity and other investments

$
18,385


$
16,938     Summary
    of Investment Activity in Affiliates (in thousands)
  Year Ended December 31, 2010


Year Ended December 31, 2009


Year Ended December 31, 2008ProjectScarborough


TRA


Total


Scarborough


TRA


Total


Scarborough


Apollo LLC


TotalBeginning balance

$
13,538


$
3,400


$
16,938


$
14,901


$



$
14,901


$
14,420


$
842


$
15,262Equity in net income (loss)


7,092







7,092



7,637







7,637



8,581



(1,904
)


6,677Distributions


(7,425
)






(7,425
)


(9,000
)






(9,000
)


(8,100
)






(8,100
)Cash investments






1,780



1,780







3,400



3,400







1,062



1,062Ending balance

$
13,205


$
5,180


$
18,385


$
13,538


$
3,400


$
16,938


$
14,901


$



$
14,901   out-of-home
 61




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        5.
    Property
    and Equipment    2010


2009Purchased and internally developed software

$
62,731


$
53,811Portable People Meter equipment


45,240



38,155Computer equipment


21,231



19,946Leasehold improvements


17,537



16,298Machinery, furniture and fixtures


9,221



9,443155,960



137,653Accumulated 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


2008Depreciation and Amortization:Cost of revenue

$
24,778


$
20,702


$
15,086Selling, general, and administrative


1,628



2,207



1,731Research and development


280



319



344Depreciation and amortization expense

$
26,686


$
23,228


$
17,161Impairment charges

$
628


$



$
48Interest capitalized during the year

$
34


$
52


$
107   6.
    Goodwill
    and Other Intangible Assets   62




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Other
    intangible assets
  December 31, 2010Acquiredsoftware and


Patenttrademarks


licenses


Customer lists


TotalGross balance

$
1,785


$
4,500


$
1,413


$
7,698Accumulated Amortization


(193
)


(487
)


(746
)


(1,426
)Net

$
1,592


$
4,013


$
667


$
6,272   December 31, 2009Acquiredsoftware and


Patenttrademarks


licenses


Customer lists


TotalGross balance

$



$



$
1,413


$
1,413Accumulated Amortization










(604
)


(604
)Net

$



$



$
809


$
809   2010

2009

2008Amortization expense for other intangible assets

$
822


$
141


$
302     Amount2011

$
1,1412012

$
1,1412013

$
1,1412014

$
1,1422015

$
909Thereafter

$
798    63




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Restructuring
    and Reorganization Initiative      Restructuring and Reorganization

2010


2009Beginning liability as of January 1,

$
482


$
Costs incurred and charged to expense






9,968Costs paid during the year


(482
)


(7,683
)Less: non-cash charges






(1,803
)Ending liability as of December 31,

$



$
482     8.
    Prepaids
    and Other Current Assets    December 31,


December 31,2010


2009Prepaid income taxes

$
5,518


$
2,458Survey participant incentives and prepaid postage


2,441



2,172Insurance recovery receivables


601



4,391Other


2,772



2,810Prepaids and other current assets

$
11,332


$
11,831   incurred-to-date
   64




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Accrued
    Expenses and Other Current Liabilities    2010


2009Employee compensation and benefits

$
15,914


$
20,089Royalties due to Scarborough


5,996



5,448Dividend payable


2,697



2,646Other


3,063



2,580$
27,670


$
30,763   10.
    Current
    and Long-term Debt  and/or
       65




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        11.
    Accumulated
    Other Comprehensive Loss    2010


2009Retirement 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
   66




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009


2008Summary of rental expenseMinimum rentals

$
9,088


$
9,724


$
9,854Less: Sublease rentals


(938
)


(859
)


(836
)Rental expense

$
8,150


$
8,865


$
9,018Summary of future lease commitments2011

$
8,1252012


7,7112013


6,1132014


5,0022015


5,142Thereafter


16,069Minimum 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
      13.
    Income
    Taxes   67




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009


2008Income from continuing operations before income tax expense:U.S.

$
70,657


$
59,853


$
61,898International


1,115



1,279



(349
)Total

$
71,772


$
61,132


$
61,549Income tax expense:Current:U.S.

$
18,706


$
18,464


$
19,628State, local and foreign


2,441



2,198



2,302Total


21,147



20,662



21,930Deferred:U.S.


3,700



1,310



469State, local and foreign


2,447



(3,000
)


1,931Total


6,147



(1,690
)


2,400$
27,294


$
18,972


$
24,330U.S. statutory rate


35.0
%


35.0
%


35.0
%Income tax expense at U.S. statutory rate

$
25,120


$
21,396


$
21,542State income taxes, net of federal benefit


2,834



2,904



2,770Meals and entertainment


187



199



294Foreign tax credit and capital loss carryforward










282Decrease in valuation allowance for foreign tax credit and
    capital loss


(169
)






(282
)State NOLs recognized






(4,801
)


Adjustments to tax liabilities


202



207



257Other


(880
)


(933
)


(533
)Income tax expense

$
27,294


$
18,972


$
24,330Effective tax rate


38.0
%


31.0
%


39.5
%      68




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Balance at January 1

$
2,210


$
1,420Increases related to current year tax positions


270



436(Decreases) Increases related to prior years tax positions


(353
)


541Expiration of the statute of limitations for the assessment of
    taxes


(231
)


(187
)Balance at December 31

$
1,896


$
2,210          69




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Deferred tax assetsCurrent deferred tax assetsAccruals

$
3,315


$
3,688Net operating loss carryforwards


1,443



1,2944,758



4,982Noncurrent deferred tax assetsBenefit plans

$
8,744


$
9,191Depreciation


649



701Accruals


1,192



782Net operating loss carryforwards


1,575



2,440Share-based compensation


5,742



6,595Partnership interest


2,002



2,024Other


724



1,00620,628



22,739Less valuation allowance


(163
)


(332
)Total deferred tax assets


25,223



27,389Deferred tax liabilitiesNoncurrent deferred tax liabilitiesGoodwill 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       14.
    Retirement
    Plans  Adoption
    of Measurement Date Provisions
   70




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Recognition
    of Retirement Plan Settlements
    (Dollars in thousands)2010


2009


2008Cost of revenue

$



$



$
885Selling, general, and administrative


1,222







484Research and development










301Restructuring and reorganization






1,803



Total costs and expenses

$
1,222


$
1,803


$
1,670   Pension
    Benefits
         71




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks,
        
    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.      Money market fund:
  Collective investment funds:
    As of December 31, 2010QuotedPrices in


Significant


SignificantActive


Observable


UnobservableMarkets


Inputs


InputsAsset Category

Total Fair Value


Level 1


Level 2


Level 3Collective investment fundsFixed 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.  72




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As of December 31, 2009QuotedPrices in


Significant


SignificantActive


Observable


UnobservableMarkets


Inputs


InputsAsset Category

Total Fair Value


Level 1


Level 2


Level 3Collective investment fundsFixed 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.      Net Periodic Cost

2010


2009


2008Service cost of benefits

$
731


$
790


$
783Interest cost


1,883



1,847



2,026Expected return on plan assets


(2,118
)


(2,172
)


(2,423
)Amortization of net actuarial loss


1,052



992



728Amortization of prior service cost






22



22Total

$
1,548


$
1,479


$
1,136Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive lossNet actuarial loss (gain) arising this year


281



(2,295
)


12,229Actuarial 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
)


9,809Recognized in net periodic pension cost and othercomprehensive (loss) income

$
777


$
(3,351
)

$
10,945Measurement date change adjustment recognized directly into
    accumulated other comprehensive lossNet actuarial loss


N/A



N/A


$
(182
)Prior service cost


N/A



N/A


$
(6
)  73




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2011

$
1,9292012

$
1,8102013

$
1,9462014

$
2,0392015

$
2,0922016  2020

$
12,867       Pension Plan2010


2009Change in projected benefit obligationAt beginning of year

$
34,760


$
36,302Service cost


731



790Interest cost


1,883



1,847Plan participants contributions


231



284Actuarial (gain) loss


965



(420
)Benefits paid


(1,880
)


(4,043
)At end of year

$
36,690


$
34,760Change in fair value of plan assetsAt beginning of year

$
24,587


$
22,337Actual return on plan assets


2,802



4,047Employer contribution


1,118



1,962Plan participants contributions


231



284Benefits paid


(1,880
)


(4,043
)At end of year

$
26,858


$
24,587Funded status  net pension liability at year
    end

$
(9,832
)

$
(10,173
)Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
13,665


$
14,436Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent yearNet actuarial loss

$
1,370


$
1,052Weighted-average assumptionsDiscount 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  74




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Supplemental
    Retirement Benefits
      2011

$
1602012

$
1602013

$
1602014

$
1602015

$
1902016  2020

$
959  75




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Net periodic cost

2010


2009


2008Service cost of benefits

$
16


$
93


$
118Interest cost


192



318



234Amortization of net actuarial loss


148



431



184Amortization of prior service credit






(16
)


(22
)Total

$
356


$
826


$
514Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive loss (income)Net actuarial loss (gain) arising this year

$
493


$
(1,104
)

$
2,726Net 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



22Recognized in other comprehensive (loss) income

$
(877
)

$
(1,780
)

$
2,564Recognized in net periodic cost and other comprehensive (loss)
    income

$
(521
)

$
(954
)

$
3,078Measurement date change adjustment recognized directly into
    accumulated other comprehensive lossNet actuarial loss


N/A



N/A


$
(33
)Prior service cost


N/A



N/A


$
6    76




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Supplemental Retirement Plans2010


2009Change in projected benefit obligationAt beginning of year

$
5,720


$
7,028Service cost


16



93Interest cost


192



318Plan participants contributions


6



26Actuarial gain (loss)


493



(1,104
)Benefits paid


(3,223
)


(662
)Curtailment






21At end of year

$
3,204


$
5,720Change in fair value of plan assetsAt beginning of year

$



$
Actual return on plan assets






Employer contribution


3,217



636Plan participants contributions


6



26Benefits 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 lossNet actuarial loss

$
1,552


$
2,429Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent yearNet actuarial loss

$
153


$
214Weighted-average assumptionsDiscount rateComponents of cost


5.52
%


5.37
%Benefit obligations


5.09
%


5.52
%Expected return on plan assets


N/A



N/ARate of compensation increase


N/A



N/A    77




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2011

$
1312012

$
1282013

$
1352014

$
1502015

$
1622016-2020

$
751     Net Periodic Cost

2010


2009


2008Service cost of benefits

$
38


$
49


$
41Interest cost


89



92



94Amortization of net actuarial loss


36



43



34Total

$
163


$
184


$
169Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive (loss) incomeNet actuarial loss (gain) arising this year

$
(79
)

$
(41
)

$
129Net actuarial loss amortized this year


(36
)


(43
)


(34
)Recognized in other comprehensive (loss) income

$
(115
)

$
(84
)

$
95Recognized in net periodic cost and other comprehensive (loss)
    income

$
48


$
100


$
264Measurement date change adjustment recognized directly into
    accumulated other comprehensive lossNet actuarial loss


N/A



N/A


$
(8
)  78




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Postretirement Plan2010


2009Change in benefit obligation during the yearAt beginning of year

$
1,783


$
1,750Service cost


38



49Interest cost


89



92Plan participants contributions


59



47Actuarial gain


(79
)


(41
)Benefits paid


(53
)


(114
)At end of year

$
1,837


$
1,783Change in fair value of plan assetsAt beginning of year

$



$
Employer contribution


(6
)


67Plan participants contributions


59



47Benefits paid


(53
)


(114
)At end of year

$



$
Funded status  net liability at year end

$
(1,837
)

$
(1,783
)Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
411


$
526Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent yearNet actuarial loss

$
25


$
36Weighted-average assumptionsDiscount rateComponents of cost


5.17
%


5.37
%Benefit obligations


4.56
%


5.17
%Expected return on plan assets


N/A



N/ARate of compensation increase


N/A



N/A     401(k)
    Plan
   79




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    15.
    Share-Based
    Compensation    2010


2009


2008Cost of revenue

$
418


$
451


$
756Selling, general and administrative


5,767



9,438



7,131Research and development


293



142



528Share-based compensation

$
6,478


$
10,031


$
8,415       and/or
    Stock
    Options
  10-year 10-year
 80




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  24-month
      Assumptions for Options Granted toEmployees and Nonemployee Directors

2010

2009

2008Expected 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 - 6.00Risk-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

5.93Weighted-average risk-free rate

2.45%

2.47%

2.90%Weighted-average grant date fair value

$7.33

$5.31

$11.40     Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


Intrinsic ValueOptions

Shares


Exercise Price


Term (Years)


(In thousands)Outstanding at January 1, 2010


2,852,161


$
28.69Granted


297,905



22.93Exercised


(302,700
)


20.07Forfeited or expired


(826,599
)


21.26Outstanding at December 31, 2010


2,020,767


$
32.17



6.38


$
20,581Vested or expected to vest at December 31, 2010


1,994,641


$
32.30



6.35


$
19,600Exercisable at December 31, 2010


1,337,156


$
37.66



5.23


$
6,722     81




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2010

2009

2008(In thousands)Intrinsic value of stock options exercised

$
3,725


$
3


$
3,688Cash received from stock options exercised

$
6,076


$
68


$
9,071   Nonvested
    Share Awards
  Service awards. 24-month
    Weighted-AverageNonvested Share Service Awards

Shares


Grant-Date Fair ValueOutstanding at January 1, 2010


379,969


$
23.45Granted


9,415



25.89Vested


(87,122
)


28.92Cancellations


(133,059
)


23.07Nonvested at December 31, 2010


169,203


$
21.07Expected to vest at December 31, 2010


163,103


$
21.07     Performance awards. 24-month
    82




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Weighted-Average Grant-DateNonvested Share Performance Awards

Shares


Fair ValueOutstanding at January 1, 2010






Granted


91,553



25.76Vested






Cancellations


(12,579
)


22.17Nonvested at December 31, 2010


78,974


$
26.33Expected to vest at December 31, 2010


76,130


$
26.37     Deferred
    Stock Units
  Service award grant to CEOs.
    Performance award grant to CEO.
    Awards for service on Board of Directors
    (Board).
 83




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Weighted-AverageNonvested Deferred Stock Units

Shares


Grant-Date Fair ValueOutstanding at January 1, 2010






Granted


38,533



28.53Vested


(5,572
)


29.14Nonvested at December 31, 2010


32,961


$
28.43Vested at December 31, 2010


48,221


$
29.68Expected to vest at December 31, 2010


30,901


$
28.43     Employee
    Stock Purchase Plan
    2010

2009

2008Number of ESPP shares issued


56,279



102,081



46,091Amount of proceeds received from employees

$
1,207


$
1,233


$
1,158Share-based compensation expense

$
332


$
385


$
292   16.
    Significant
    Customers and Concentration of Credit Risk    2010

2009

2008Quantitative radio audience ratings and related software
    licensing


88
%


88
%


87
%     17.
    Financial
    Instruments   84




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    18.
    Stock
    Repurchases    19.
    Enterprise-Wide
    Information    2010


2009


2008Service RevenuesRadio audience ratings services

$
317,606


$
307,217


$
289,431Local market consumer information services


35,187



34,991



36,872Software applications


34,138



33,809



34,820All other services


8,448



8,935



7,701Total revenues

$
395,379


$
384,952


$
368,824     United States


International(1)


Total2010Revenues

$
390,424


$
4,955


$
395,3792009Revenues

$
379,055


$
5,897


$
384,9522008Revenues

$
364,425


$
4,399


$
368,824     (1)
    
    The revenues of the individual countries comprising these
    amounts are not significant. 85




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  20.
    Quarterly
    Information (Unaudited) (dollars in thousands, except per share
    data):  Three Months EndedMarch 31


June 30


September 30


December 312010Revenue

$
95,896


$
88,339


$
99,470


$
111,674Gross profit


52,743



28,835



49,086



49,386Net income


13,748



3,799



11,328



15,603Net income per weighted average common shareBasic

$
0.52


$
0.14


$
0.42


$
0.58Diluted

$
0.51


$
0.14


$
0.42


$
0.57Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.102009Revenue

$
98,489


$
86,799


$
98,123


$
101,541Gross profit


58,960



31,037



53,669



45,017Net income


12,341



3,496



13,719



12,604Net income per weighted average common shareBasic

$
0.47


$
0.13


$
0.52


$
0.47Diluted

$
0.46


$
0.13


$
0.51


$
0.47Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.10    86




---



##### 



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


2009


2008Allowance for doubtful trade accounts receivable:Balance at beginning of year

$
4,708


$
2,598


$
1,688Additions charged to expenses


1,375



2,723



1,636Write-offs net of recoveries


(1,375
)


(613
)


(726
)Balance at end of year

$
4,708


$
4,708


$
2,598  87




---



##### 



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES Evaluation
    of Disclosure Controls and Procedures  Rules 13a-15(e) 15d-15(e)
 Managements
    Report on Internal Control Over Financial Reporting  Rule 13a-15(f)
  Form 10-K,
 Changes
    in Internal Control Over Financial Reporting  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION  NONE PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   88




---



##### 



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS      Number of SecuritiesRemaining Available forNumber of Securities to be


Weighted-Average


Future Issuance UnderIssued Upon Exercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


2,179,656


$
30.32



3,224,359Equity compensation plans not approved by security holders


169,745


$
40.64



1,905Total


2,349,401


$
31.07



3,226,264   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   89




---



##### 



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      
    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      Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith3
.1

Restated Certificate of Incorporation of Arbitron Inc. (formerly
    known as Ceridian Corporation)

S-8

33-54379


4
.01

6/30/943
.2

Certificate of Amendment of Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation)

10-Q

1-1969


3


8/13/963
.3

Certificate of Amendment of Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation)

10-Q

1-1969


3
.01

8/11/993
.4

Certificate of Amendment of the Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation)

10-K

1-1969


3
.4

4/02/013
.5

Second Amended and Restated Bylaws of Arbitron Inc., effective
    as of February 25, 2009

10-K

1-1969


3
.5

3/02/094
.1

Specimen of Common Stock Certificate

10-K

1-1969


4
.1

4/02/014
.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

11/22/024
.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

2/27/074
.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 90




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith4
.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 Arrangements10
.1

Arbitron Executive Investment Plan, effective as of
    January 1, 2001

10-K

1-1969


10
.10

3/08/0510
.2

Form of Non-Qualified Stock Option Agreement

8-K

1-1969


10
.1

2/23/0510
.3

Form of Non-Qualified Stock Option Agreement for Annual
    Non-Employee Director Stock Option Grants

8-K

1-1969


10
.2

2/23/0510
.4

Form of Non-Qualified Stock Option Agreement for Initial
    Non-Employee Director Stock Option Grants

8-K

1-1969


10
.3

2/23/0510
.5

Form of Nonqualified Stock Option Agreement for Non-Employee
    Director Stock Options in lieu of Fees Grants

8-K

1-1969


10
.4

2/23/0510
.6

Form of Deferred Stock Unit Agreement for Non-Employee Director
    Stock-for-Fees
    Deferred Stock Unit

8-K

1-1969


10
.5

2/23/0510
.7

Amended and Restated Arbitron Inc. Director Deferred
    Compensation Procedures

10-K

1-1969


10
.18

2/27/0610
.8

1999 Stock Incentive Plan, Amended as of May 15, 2007

10-Q

1-1969


10
.2

8/03/0710
.9

1999 Stock Incentive Plan Form of Restricted Stock Agreement

8-K

1-1969


10
.1

2/28/0610
.10

Form of Restricted Stock Unit Agreement Granted under the 1999
    Stock Incentive Plan

10-Q

1-1969


10
.2

5/04/0710
.11

Form of CEO Restricted Stock Unit Grant Agreement Granted Under
    the 1999 Stock Incentive Plan

10-Q

1-1969


10
.3

5/04/0710
.12

Form of 2008 CEO Restricted Stock Unit Agreement Granted Under
    the 1999 Stock Incentive Plan

10-Q

1-1969


10
.2

5/06/0810
.13

Arbitron Benefit Equalization Plan, effective as of
    January 1, 2001

10-K

1-1969


10
.20

3/08/0510
.14

Arbitron Inc. 2001 Broad Based Stock Incentive Plan

10-Q

1-1969


10
.14

5/15/0110
.15

Form of Performance-Based Restricted Stock Unit Agreement Under
    the 2001 Broad Based Stock Incentive Plan

10-Q

1-1969


10
.3

8/5/1010
.16

Arbitron Inc. 2008 Equity Compensation Plan, amended and
    restated as of May 25, 2010

10-Q

1-1969


10
.1

8/5/1010
.17

Form of Non-Statutory Stock Option Agreement Under the 2008
    Equity Compensation Plan

10-K

1-1969


10
.25

3/02/0910
.18

Form of 2008 Equity Compensation Plan Non-Statutory Stock Option
    Agreement (Annual Director Grant)

10-Q

1-1969


10
.1

5/07/09 91




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.19

Form of 2008 Equity Compensation Plan Director Deferred Stock
    Unit Agreement

10-Q

1-1969


10
.2

5/07/0910
.20

Form of 2008 Equity Compensation Plan Non-Statutory Stock Option
    Agreement (Director Grant in Lieu of Fees)

10-Q

1-1969


10
.3

5/07/0910
.21

Form of 2008 Equity Compensation Plan Non-Statutory Stock Option
    Agreement (Non-Executive Officers)

10-Q

1-1969


10
.1

8/05/0910
.22

Form of 2008 Equity Compensation Plan Restricted Stock Unit
    Agreement (Executive Officers)

10-Q

1-1969


10
.2

8/05/0910
.23

Form of 2008 Equity Compensation Plan Restricted Stock Unit
    Agreement (Non-Executive Officers)

10-Q

1-1969


10
.3

8/05/0910
.24

Form of 2008 Equity Compensation Plan Director Deferred Stock
    Unit Agreement  Initial Grant

10-K

1-1969


10
.1

11/04/1010
.25

Form of 2008 Equity Compensation Plan Director Deferred Stock
    Unit Agreement  Annual Grant

10-K

1-1969


10
.2

11/04/1010
.26

Arbitron Inc. 2008 Equity Compensation Plan Form of
    Non-Statutory Stock Option Agreement

10-Q

1-1969


10
.1

5/6/1010
.27

Arbitron Inc. 2008 Equity Compensation Plan Form of
    Performance-Based Restricted Stock Unit Agreement

10-Q

1-1969


10
.2

5/6/1010
.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

5/6/1010
.29

Arbitron Inc. Performance Cash Award Program

10-Q

1-1969


10
.4

5/6/1010
.30

Arbitron Inc. Form of Performance Cash Award Letter

10-Q

1-1969


10
.5

5/6/1010
.31

Form of Executive Retention Agreement

10-Q

1-1969


10
.3

11/04/0810
.32

Arbitron Inc. Employee Stock Purchase Plan, amended and restated
    as of May 25, 2010

10-Q

1-1969


10
.2

8/5/1010
.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

12/21/0610
.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 92




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.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

8/03/0610
.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

8/03/0710
.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

8/05/0910
.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
PPMtm

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

2/27/0610
.41

Executive Employment Agreement between Arbitron Inc. and Michael
    P. Skarzynski, dated January 7, 2009

10-K

1-1969


10
.13

3/02/0910
.42

Amendment to Executive Employment Agreement between Arbitron
    Inc. and Michael P. Skarzynski, effective September 18, 2009

10-Q

1-1969


10
.1

11/04/0910
.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

3/01/1010
.44

Form of Waiver and Amendment of Executive Retention Agreement

10-Q

1-1969


10
.4

8/05/0910
.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

3/01/1010
.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

3/01/1010
.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 93




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.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

5/07/0910
.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

11/04/0921


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. 94




---



##### 



SIGNATURES    ARBITRON INC.
  By:
    /s/  William
    T. Kerr         Signature

Title

Date/s/  William
    T. KerrWilliam
    T. Kerr

Chief Executive Officer, President and Director (Principal
    Executive Officer)

February 24, 2011/s/  Sean
    R. CreamerSean
    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. SmithTimothy
    T. Smith
    Attorney-in-Fact



February 24, 2011  95