##### Table of Contents





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, 2007oro

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.)   142 West 57th Street
 New York, New York 10019
 (Address of principal executive
    offices) (Zip Code)
  (212) 887-1300
 (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-K Form 10-K Form 10-K. o
   12b-2
 Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents



TABLE OF
    CONTENTS
  
  Page No.FORWARD-LOOKING STATEMENTS


5PART 1ITEM 1.


BUSINESS


6Overview


6Industry Background and Markets


7Portable People Meter


7Radio Audience Measurement Services


10Radio Market Report and Other Data Services


12Local Market Consumer Information Services


13National Marketing Research Service 
    Project Apollo


15International Operations


15Corporate Strategy


15Customers, Sales and Marketing


16Competition


17Intellectual Property


18Research and Development


19Governmental Regulation


19Employees


20Seasonality


20Available Information


20ITEM 1A.


RISK FACTORS


21Risk Factors Relating to Our Businesses and the
    Industry in Which We Operate


21Risk Factors Relating to Our Indebtedness


26Risk Factors Relating to Owning Our Common Stock


26ITEM 1B.


UNRESOLVED STAFF COMMENTS


27ITEM 2.


PROPERTIES


27ITEM 3.


LEGAL PROCEEDINGS


27ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


28PART IIITEM 5.


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


28ITEM 6.


SELECTED FINANCIAL DATA


29ITEM 7.


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


31Overview


31Stock Repurchases


31Pennsylvania Sales Tax Assessment


32Discontinued Operation Held for Sale


32Subsequent Event  Project Apollo


32Critical Accounting Policies and Estimates


32Results of Operations


34Liquidity and Capital Resources


39Off-Balance Sheet Arrangements


42New Accounting Pronouncements


42ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


43ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


43Off-Balance Sheet Arrangements


42New Accounting Pronouncements


42 2




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Page No.ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


43ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


43ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
    AND FINANCIAL DISCLOSURE


81ITEM 9A.


CONTROLS AND PROCEDURES


81Evaluation of Disclosure Controls and Procedures


81Managements Report on Internal Control Over
    Financial Reporting


81Changes in Internal Control Over Financial Reporting


81ITEM 9B.


OTHER INFORMATION


81PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


81ITEM 11.


EXECUTIVE COMPENSATION


82ITEM 12.


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


82ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE


82ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


82PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


83SIGNATURES


86EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1   3




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Arbitrends sm RetailDirect ® RADAR ® Tapscan ® Tapscan WorldWide ® LocalMotion®,
    Maximi$er®,
    Maximi$er®
    Plus Arbitron PD
    Advantage ® SmartPlus® Arbitron Portable People
    Metertm Marketing Resources
    Plus®,
    MRP sm ® ,
    MapMAKER
    Direct sm Media
    Professional sm ,
    Media Professional
    Plus sm Qualitap sm Media astersm Prospector sm Schedule-It sm
  Windows ® ® ® Form 10-K
   4




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS    Form 10-K
  
    successfully implement the rollout of our Portable People
    Metertm
    service;
    successfully design, recruit and maintain PPM panels that
    appropriately balance research quality, panel size and
    operational cost;
    complete the Media Rating Council audit of our local market PPM
    ratings services in a timely manner and successfully obtain
    and/or
    maintain MRC accreditation for our audience measurement services;
    renew contracts with large customers as they expire;
    successfully execute our business strategies, including entering
    into potential acquisition, joint-venture or other material
    third-party agreements;
    effectively manage the impact, if any, of any further ownership
    shifts in the radio and advertising agency industries;
    respond to rapidly changing technological needs of our customer
    base, including creating new proprietary software systems and
    new customer products and services that meet these needs in a
    timely manner;
    successfully manage the impact on our business of any economic
    downturn, generally, and in the advertising market, in
    particular;
    successfully manage the impact on costs of data collection due
    to lower respondent cooperation in surveys, privacy concerns,
    consumer trends, technology changes
    and/or
    government regulations; and
    successfully develop and implement technology solutions to
    measure multimedia and advertising in an increasingly
    competitive environment.      5




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PART I  ITEM 1.
    BUSINESS  (212) 887-1300.
 Overview    
    measuring radio audiences in local markets in the United States;
    measuring national radio audiences and the size and composition
    of 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 to radio, cable television, advertising agencies,
    advertisers, retailers, out-of-home media, online industries
    and, through our Scarborough Research joint venture, broadcast
    television and print media.           6




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Form 10-K.
 Industry
    Background and Markets       Portable
    People Meter       7




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Domestic.
  follow-up
    Form 10-K,
     8




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International.
   9




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Radio
    Audience Measurement Services  Collection of Listener Data Through Diary
    Methodology. seven-day follow-up
  Collection of Listener Data Through PPM
    Methodology.
      Response Rates and Sample Proportionality.
   10




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African-American,
    18-54
 11




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Small Market Initiatives.
  Quality Improvement Initiatives.
  
    introducing electronic audience measurement through our PPM
    system;
    improving participation and proportional representation of
    African-American,
    Hispanic and young male respondents;
    maintaining a comprehensive program to address declining
    response rates;
    inaugurating household enumeration, which is the
    collecting of age and gender information regarding each member
    of the household, beginning with the Winter 2008 Survey, which
    may improve young male proportionality and which we expect will
    give us the ability to eventually have greater flexibility with
    diary premiums;
    implementing a second chance diary starting with the
    Spring 2008 Survey, which we expect will improve both response
    rates and proportionality. This initiative asks for
    participation from households that agreed to be in the survey
    but did not return any diaries; and
    expanding use of the promised incentive system in
    smaller markets. This treatment involves offering extra cash
    incentives for returned usable diaries. Radio
    Market Report and Other Data Services     12




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and/or
    RADAR.
      Software Applications.
  apscan apscan cost-per-point hour-by-hour apscan apscan apscan ualitap
    Licensing of Respondent-Level Data.
  Local
    Market Consumer Information Services   13




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
    the Scarborough Report, which is offered in larger markets;
    the RetailDirect Service, which is offered in medium
    markets; and
    the Qualitative Diary Service/LocalMotion Service, which is
    offered in smaller markets.    Scarborough Report.
  Mid-Tier Local
  out-of-home
  RetailDirect Service.
  Qualitative Diary Service/LocalMotion
    Service.
 14




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Custom Research Services. play-by-play
 National
    Marketing Research Service  Project Apollo     International
    Operations  Portable People Meter.
  India.
  CSW Research Limited (Continental
    Research).
  Form 10-K. Form 10-K.
 Corporate
    Strategy    
    Continuing to invest in quality improvements in our radio
    audience measurement services and developing new revenue
    sources. Additionally, we believe that a growth opportunity
    exists in the advertiser market and intend to seek to expand our
    customer base of advertisers by developing and marketing new
    information services designed to assist corporate advertisers in
    implementing targeted marketing strategies. 15




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
    Building on our experience in the radio audience measurement
    industry and our PPM technology to expand into information
    services for other types of media. In some cases, we may enter
    into agreements with third parties to assist with the marketing,
    technical and financial aspects of expanding into measurement
    services for other types of media.
    Developing and commercializing the next-generation data
    collection and processing techniques. Our businesses require
    sophisticated data collection and processing systems, software
    and other technology. The collection of our survey participant
    information in our diary-based radio ratings service is
    dependent on individuals keeping track of their listening,
    viewing and reading activities in diaries. The technology
    underlying the media measurement industry is undergoing rapid
    change, and we will need to continue to develop our data
    collection, processing and software systems to accommodate these
    changes. The development of our PPM service is in response to a
    growing demand for higher quality, and more efficient and timely
    methods for measuring and reporting audiences.
    Providing multimedia exposure data combined with single-source
    sales data that will help support the media industrys
    pursuit of increased accountability to advertisers for their
    return on investments made in media. Increased accountability
    relies on demonstrating that the advertisement ran as ordered,
    that the commercial audience was delivered as expected, and that
    product sales were linked to such advertisements.
    Expanding our international PPM business. We continue to explore
    opportunities to further expand the licensing of our PPM
    technology internationally into selected international regions,
    such as Europe and the Asia/Pacific regions. We believe there is
    an international demand for quality audience information from
    global advertisers and media. Customers,
    Sales and Marketing      ualitap
    
    conducting direct-marketing programs directed toward radio
    stations, cable companies, advertising agencies 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 are available for no
    charge on our Web site, on emerging trends in the radio,
    Internet broadcasting, out-of-home and other media industries,
    as well as the media habits of radio listeners and television,
    cable and Internet viewers; 16




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
    participating in key industry forums 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
    European Society for Opinion and Marketing Research, the
    Television Bureau of Advertising, the Cabletelevision
    Advertising Bureau, American Women in Radio and Television,
    Women in Cable Telecommunications, the Cable &
    Telecommunications Association for Marketing, the National
    Association of Black Owned Broadcasters, 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;
    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 Cable Advertising Bureau and the
    Outdoor Advertising Association of America; and
    being a founding member of the Radio Advertising Effectiveness
    Lab, an industry not-for-profit organization providing
    information about the effectiveness of radio advertising.  Television.
  Out-of-Home Services.
  Competition       17




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Intellectual
    Property      ualitap
         18




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Research
    and Development    Governmental
    Regulation         19




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Employees   Seasonality       Available
    Information  Form 10-K, Form 10-Q, Form 8-K,
  Form 8-K
 20




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ITEM 1A.
    RISK
    FACTORS Risk
    Factors Relating to Our Businesses and the Industry in Which We
    Operate  Our business, financial position and operating results are
    dependent on the performance of our quantitative radio audience
    measurement business.
    If our PPM ratings service does not generate the revenues
    that we anticipate, or if our ability to earn such revenues is
    delayed, our financial results will suffer.
      
    the speed with which we can complete the MRC audit process,
    share the results of the audit with the MRC PPM audit committee,
    and produce two months of pre-currency demonstration
    data in each local radio market;
    the acceptance of the PPM ratings service by broadcasters,
    advertisers and other consultants;
    technical difficulties or service interruptions that impair our
    ability to deliver the PPM ratings service on schedule; and
    our ability to obtain, in a timely manner, sufficient quantities
    of quality equipment and software products from third-party
    suppliers necessary to outfit our panelists.  We may be required to expend significant additional
    resources in order to obtain MRC accreditation for our local
    market PPM radio ratings services, which could adversely impact
    our business.
    Criticism of our audience measurement service by various
    government entities, industry groups, and market segments could
    adversely impact our business.
   21




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We have limited experience designing, recruiting and
    maintaining PPM panels. If we are unable to design, recruit and
    maintain PPM panels that appropriately balance research quality,
    panel size and operational cost, our financial results will
    suffer.
      and/or
  We expect to invest in the continued development and
    commercialization of our PPM ratings service, which may not
    ultimately be successfully commercialized. The costs associated
    with commercialization of this service will adversely impact our
    operating results over the commercialization period.
      The success of commercialization of the PPM ratings
    service is dependent on manufacturers who produce the PPM
    equipment according to our proprietary design as well as those
    who manufacture parts.
    Technological change may render our products and services
    obsolete and it may be difficult for us to develop new products
    and services or enhance existing ones.
 22




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and/or
  The loss of a key customer would significantly reduce our
    revenue and operating results.
        Ownership shifts in the radio broadcasting industry may
    put pressure on the pricing of our quantitative radio audience
    measurement service and related software sales, thereby leading
    to decreased earnings growth.
    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.
   23




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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 measurement business
    depends on diarykeepers who record their listening habits in
    diaries and return these diaries to us and panelists who carry
    our PPM meter. Our failure to collect these diaries and to
    recruit compliant participants could adversely impact our
    business.
      Our ability to recruit participants for our surveys could
    be adversely impacted by governmental regulations.
    The license of enhanced access to our respondent-level
    data to third-party data processors and customers could
    adversely impact the sale of some of our existing software
    products.
    Our success will depend on our ability to protect our
    intellectual property rights.
 24




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
    obtaining patent protection for our technology, products and
    services, in particular, our PPM service;
    defending our patents once obtained;
    preserving our trade secrets;
    defending our copyrights for our data services and audience
    estimates; and
    operating without infringing upon patents and proprietary rights
    held by others.    We are dependent on our proprietary software systems for
    current and future business requirements. Significant delays in
    the completion of these systems, cost overages
    and/or
    inadequate performance of the systems once completed could
    adversely impact our business, financial position and operating
    results.
  and/or
  Our future growth and success will depend on our ability
    to successfully compete with companies that may have financial,
    marketing, distribution, technical and other advantages over
    us.
    An economic downturn generally, and in the advertising and
    radio industries in particular, could adversely impact our
    revenue.
    Advertisers are pursuing increased accountability from the
    media industry for their return on investments made in
    media.
    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.
 25




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Long-term disruptions in the mail, telecommunication
    infrastructure
    and/or air
    service could adversely impact our business.
  and/or
 Risk
    Factors Relating to Our Indebtedness    
    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.     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; 26




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
    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.    
    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  DC/Baltimore,
  ITEM 3.
    LEGAL
    PROCEEDINGS       27




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES      2007

1Q


2Q


3Q


4Q


Full YearHigh

$
48.76


$
53.42


$
55.63


$
52.15


$
55.63Low

$
42.45


$
46.69


$
44.90


$
34.81


$
34.81Dividend

$
0.10


$
0.10


$
0.10


$
0.10


$
0.40   2006

1Q


2Q


3Q


4Q


Full YearHigh

$
40.77


$
40.60


$
38.56


$
45.80


$
45.80Low

$
33.34


$
32.68


$
35.04


$
36.65


$
32.68Dividend

$
0.10


$
0.10


$
0.10


$
0.10


$
0.40       Arbitron
    Purchases of Equity Securities
  Total Number


Maximum Dollar ValueTotal Number of


Average Price


of Shares Purchased


of Shares That MayShares


Paid


as Part of Publicly


Yet Be PurchasedPeriod

Purchased


Per Share


Announced Program


Under the ProgramOctober 1-31


591,300


$
45.88



591,300


$
November 1-30














200,000,000December 1-31














200,000,000Total


591,300


$
45.88



591,300


$
200,000,000   ITEM 6.
    SELECTED
    FINANCIAL DATA   28




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Form 10-K. Form 10-K. Form 10-K.
  29




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As of and for the Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share data)Statement of Income DataRevenue

$
338,469


$
319,335


$
300,368


$
285,963


$
263,360Costs and expenses


279,187



243,386



206,718



195,254



178,064Operating income


59,282



75,949



93,650



90,709



85,296Equity in net income of affiliates


4,057



7,748



7,829



7,552



6,754Income from continuing operations before interest and income tax
    expense


63,339



83,697



101,479



98,261



92,050Interest (income) expense, net


(1,453
)


3,092



971



6,897



11,654Income from continuing operations before income tax expense


64,792



80,605



100,508



91,364



80,396Income tax expense


24,288



30,259



33,218



30,966



30,976Income from continuing operations


40,504



50,346



67,290



60,398



49,420Income (loss) from discontinued operations, net of taxes


(324
)


312



18



167



453Net income

$
40,180


$
50,658


$
67,308


$
60,565


$
49,873Net Income Per Weighted Average Common ShareBasicContinuing operations

$
1.38


$
1.68


$
2.16


$
1.95


$
1.65Discontinued operations


(0.01
)


0.01



0.00



0.01



0.02Net income per share, basic

$
1.37


$
1.69


$
2.16


$
1.96


$
1.66DilutedContinuing operations

$
1.37


$
1.67


$
2.14


$
1.92


$
1.61Discontinued operations


(0.01
)


0.01



0.00



0.01



0.01Net income per share, diluted

$
1.35


$
1.68


$
2.14


$
1.92


$
1.63Cash dividends declared per share

$
0.40


$
0.40


$
0.40


$



$
Weighted average common shares used in calculationsBasic


29,399



29,937



31,179



30,972



30,010Diluted


29,665



30,086



31,500



31,471



30,616Balance Sheet DataCurrent assets

$
68,618


$
105,545


$
160,926


$
120,161


$
116,857Total assets


180,543



210,320



254,708



199,949



188,022Long-term debt, including the short-term portion thereof


12,000







50,000



50,000



105,000Stockholders equity (deficit)

$
48,200


$
89,256


$
96,182


$
49,208


$
(14,245
)     Share-Based
    Payments Accounting for Stock Issued to Employees
 30




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
 Overview             Stock
    Repurchases   31




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Pennsylvania
    Sales Tax Assessment   Discontinued
    Operation Held for Sale  Form 10-K.
 Subsequent
    Event  Project Apollo   Critical
    Accounting Policies and Estimates    98-1,
   32




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Accounting for Uncertainty in Income Taxes ), , Accounting for Income Taxes, Form 10-K.
 33




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Results
    of Operations Comparison
    of Year Ended December 31, 2007 to Year Ended
    December 31, 2006    Consolidated
    Statements of Income
    (Dollars in thousands, except per share amounts)
  Percentage ofIncrease (Decrease)


Revenue2007


2006


Dollars


Percent


2007


2006Revenue

$
338,469


$
319,335


$
19,134



6.0
%


100.0
%


100.0
%Costs and expensesCost of revenue


157,175



120,698



36,477



30.2
%


46.4
%


37.8
%Selling, general and administrative


79,516



78,511



1,005



1.3
%


23.5
%


24.6
%Research and development


42,496



44,177



(1,681
)


(3.8
)%


12.6
%


13.8
%Total costs and expenses


279,187



243,386



35,801



14.7
%


82.5
%


76.2
%Operating income


59,282



75,949



(16,667
)


(21.9
)%


17.5
%


23.8
%Equity in net income of affiliates


4,057



7,748



(3,691
)


(47.6
)%


1.2
%


2.4
%Income from continuing operations before interest and tax expense


63,339



83,697



(20,358
)


(24.3
)%


18.7
%


26.2
%Interest income


2,118



3,010



(892
)


(29.6
)%


0.6
%


0.9
%Interest expense


665



6,102



(5,437
)


(89.1
)%


0.2
%


1.9
%Income from continuing operations beforeincome tax expense


64,792



80,605



(15,813
)


(19.6
)%


19.1
%


25.2
%Income tax expense


24,288



30,259



(5,971
)


(19.7
)%


7.2
%


9.5
%Income from continuing operations


40,504



50,346



(9,842
)


(19.5
)%


12.0
%


15.8
%Income (loss) from discontinued operations, net of taxes


(324
)


312



(636
)






(0.1
)%


0.1
%Net income

$
40,180


$
50,658


$
(10,478
)


(20.7
)%


11.9
%


15.9
%Income per weighted average common shareBasicContinuing operations

$
1.38


$
1.68


$
(0.30
)


(17.9
)%Discontinued operations


(0.01
)


0.01



(0.02
)Net income per share, basic

$
1.37


$
1.69


$
(0.32
)


(18.9
)%DilutedContinuing operations

$
1.37


$
1.67


$
(0.30
)


(18.0
)%Discontinued operations


(0.01
)


0.01



(0.02
)Net income per share, diluted

$
1.35


$
1.68


$
(0.33
)


(19.6
)%Cash dividends declared per common share

$
0.40


$
0.40


$




    34




---



##### Table of Contents



Consolidated
    Statements of Income
    (Dollars in thousands, except per share amounts)
  Increase (Decrease)2007


2006


Dollars


PercentOther data:EBIT(1)

$
63,339


$
83,697


$
(20,358
)


(24.3
)%EBITDA(1)

$
75,889


$
93,089


$
(17,200
)


(18.5
)%EBIT and EBITDA Reconciliation(1)Income from continuing operations

$
40,504


$
50,346


$
(9,842
)


(19.5
)%Income tax expense


24,288



30,259



(5,971
)


(19.7
)%Interest income


2,118



3,010



(892
)


(29.6
)%Interest expense


665



6,102



(5,437
)


(89.1
)%EBIT(1)


63,339



83,697



(20,358
)


(24.3
)%Depreciation and amortization


12,550



9,392



3,158



33.6
%EBITDA(1)

$
75,889


$
93,089


$
(17,200
)


(18.5
)%     (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.
 35




---



##### Table of Contents



Selling, General and
    Administrative.
  Research and Development.
  Equity in Net Income of
    Affiliates.
  Interest Income.
  Interest Expense.
  Income from Continuing
    Operations.
  EBIT and EBITDA.
 36




---



##### Table of Contents



Comparison
    of Year Ended December 31, 2006 to Year Ended
    December 31, 2005    Consolidated
    Statements of Income
    (Dollars in thousands, except per share amounts)
  Percentage ofIncrease (Decrease)


Revenue2006


2005


Dollars


Percent


2006


2005Revenue

$
319,335


$
300,368


$
18,967



6.3
%


100.0
%


100.0
%Costs and expensesCost of revenue


120,698



101,811



18,887



18.6
%


37.8
%


33.9
%Selling, general and administrative


78,511



66,508



12,003



18.0
%


24.6
%


22.1
%Research and development


44,177



38,399



5,778



15.0
%


13.8
%


12.8
%Total costs and expenses


243,386



206,718



36,668



17.7
%


76.2
%


68.8
%Operating income


75,949



93,650



(17,701
)


(18.9
)%


23.8
%


31.2
%Equity in net income of affiliate


7,748



7,829



(81
)


(1.0
)%


2.4
%


2.6
%Income from continuing operations before interest and tax expense


83,697



101,479



(17,782
)


(17.5
)%


26.2
%


33.8
%Interest income


3,010



3,029



(19
)


(0.6
)%


0.9
%


1.0
%Interest expense


6,102



4,000



2,102



52.6
%


1.9
%


1.3
%Income from continuing operations before income tax expense


80,605



100,508



(19,903
)


(19.8
)%


25.2
%


33.5
%Income tax expense


30,259



33,218



(2,959
)


(8.9
)%


9.5
%


11.1
%Income from continuing operations


50,346



67,290



(16,944
)


(25.2
)%


15.8
%


22.4
%Income from discontinued operations, net of taxes


312



18



294



16.33
%


0.1
%


0.0
%Net income

$
50,658


$
67,308


$
(16,650
)


(24.7
)%


15.9
%


22.4
%Income per weighted average common shareBasicContinuing operations

$
1.68


$
2.16


$
(0.48
)


(22.1
)%Discontinued operations


0.01







0.01Net income

$
1.69


$
2.16


$
(0.47
)


(21.6
)%DilutedContinuing operations

$
1.67


$
2.14


$
(0.46
)


(21.7
)%Discontinued operations


0.01







0.01Net income

$
1.68


$
2.14


$
(0.45
)


(21.2
)%Cash dividends declared per common share

$
0.40


$
0.40


$




    37




---



##### Table of Contents



Consolidated
    Statements of Income
    (Dollars in thousands, except per share amounts)
  Increase (Decrease)2006


2005


Dollars


PercentOther data:EBIT(1)

$
83,697


$
101,479


$
(17,782
)


(17.5
)%EBITDA(1)

$
93,089


$
107,273


$
(14,184
)


(13.2
)%EBIT and EBITDA Reconciliation(1)Income from continuing operations

$
50,346


$
67,290


$
(16,944
)


(25.2
)%Income tax expense


30,259



33,218



(2,959
)


(8.9
)%Interest income


3,010



3,029



(19
)


(0.6
)%Interest expense


6,102



4,000



2,102



52.6
%EBIT(1)


83,697



101,479



(17,782
)


(17.5
)%Depreciation and amortization


9,392



5,794



3,598



62.1
%EBITDA(1)

$
93,089


$
107,273


$
(14,184
)


(13.2
)%     (1)
    
    EBIT (earnings before interest and income taxes) and EBITDA
    (earnings before interest, income taxes, depreciation and
    amortization) are non-GAAP financial measures that we believe
    are useful to investors in evaluating our results. For further
    discussion of these non-GAAP financial measures, see paragraph
    below entitled EBIT and EBITDA.  Revenue.
  Cost of Revenue.
  Selling, General and
    Administrative.
 38




---



##### Table of Contents



Research and Development.
  Equity in Net Income of
    Affiliate.
  Interest Income.
  Interest Expense.
  Income from Continuing
    Operations.
  EBIT and EBITDA.
 Liquidity
    and Capital Resources  Comparison
    of Year Ended December 31, 2007 to Year Ended
    December 31, 2006
     39




---



##### Table of Contents



40




---



##### Table of Contents



Comparison
    of Year Ended December 31, 2006 to Year Ended
    December 31, 2005
         41




---



##### Table of Contents



Contractual ObligationsLess Than


1 - 3


3 - 5


More Than1 Year


Years


Years


5 Years


Total(In thousands)Long-term debt (A)

$
5,422


$
724


$
7,362


$



$
13,508Operating leases (B)


8,778



16,374



12,278



24,540



61,970Purchase obligations (C)


4,493















4,493Contributions for retirement plans (D)


2,313















2,313Unrecognized tax benefits (E)


189



554



238







981$
21,195


$
17,652


$
19,878


$
24,540


$
83,265     (A)
    
    On December 20, 2006, we entered into a new credit
    agreement with a consortium of lenders to provide up to
    $150.0 million of financing. See Note 11 in the Notes
    to Consolidated Financial Statements for additional information
    regarding our revolving credit facility (amounts in table
    consist of future payments of $5.0 million for short-term
    debt borrowings, $7.0 million for long-term borrowings, and
    $1.5 million for interest).(B)
    
    See Note 13 in the Notes to Consolidated Financial
    Statements.(C)
    
    Other than for PPM equipment purchases, we generally do not make
    unconditional, noncancelable purchase commitments. We enter into
    purchase orders in the normal course of business, and they
    generally do not exceed one-year terms.(D)
    
    Amount represents an estimate of our cash contribution for 2008
    for retirement plans. Future cash contributions will be
    determined based upon the funded status of the plan. See
    Note 15 in the Notes to Consolidated Financial Statements.(E)
    
    Amount in table includes $0.3 million of interest and
    penalties. See Note 14 in the Notes to the Consolidated
    Financial Statements. Off-Balance
    Sheet Arrangements   New
    Accounting Pronouncements  Accounting for Uncertainty in Income
    Taxes ), , Accounting for
    Income Taxes.
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans
 42




---



##### Table of Contents



Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk
        Foreign
    Currency Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   43




---



##### Table of Contents



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


45Consolidated Balance Sheets as of
    December 31, 2007 and 2006


47Consolidated Statements of Income for the Years
    Ended December 31, 2007, 2006 and 2005


48Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2007, 2006 and
    2005


49Consolidated Statements of Comprehensive Income
    for the Years Ended December 31, 2007, 2006 and 2005


50Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


51Notes to Consolidated Financial Statements


52Consolidated Schedule of Valuation and Qualifying
    Accounts


80  44




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           Share
    Based Payment Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans Accounting for
    Uncertainty in Income Taxes
  Internal Control 
    Integrated Framework
  KPMG
    LLP
    45




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework ).
        Internal Control  Integrated Framework
    KPMG
    LLP
    46




---



##### Table of Contents



ARBITRON
    INC.Consolidated Balance Sheets
    December 31, 2007 and 2006
    (In thousands, except par value data)
  2007


2006AssetsCurrent assetsCash and cash equivalents

$
21,141


$
31,012Short-term investments






27,625Trade accounts receivable, net of allowance for doubtful
    accounts of $1,688 in 2007 and $1,397 in 2006


34,171



30,697Inventory


829



3,793Prepaid expenses and other current assets


3,676



3,755Current assets of discontinued operation held for sale


5,677



5,709Deferred tax assets


3,124



2,954Total current assets


68,618



105,545Investment in affiliates


15,262



13,907Property and equipment, net


50,183



41,462Goodwill, net


38,500



38,500Other intangibles, net


1,252



2,029Noncurrent assets of discontinued operation held for sale


1,869



1,845Noncurrent deferred tax assets


4,089



6,134Other noncurrent assets


770



898Total assets

$
180,543


$
210,320Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable

$
10,338


$
9,020Accrued expenses and other current liabilities


27,702



32,000Current liabilities of discontinued operation held for sale


4,651



2,563Current portion of long term debt


5,000



Deferred revenue


66,768



66,522Total current liabilities


114,459



110,105Long-term debt


7,000



Other noncurrent liabilities


10,884



10,959Total liabilities


132,343



121,064Commitments and contingencies






Stockholders equityPreferred stock, $100.00 par value, 750 shares
    authorized, no shares issued






Common stock, $0.50 par value, authorized
    500,000 shares, issued 32,338 shares as of
    December 31, 2007 and 2006


16,169



16,169Additional paid-in capital






53,598Accumulated earnings (net distributions to Ceridian in excess of
    accumulated earnings) prior to the March 30, 2001 spin-off


(239,042
)


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


279,996



266,905Common stock held in treasury, 4,028 shares in 2007 and
    2,646 shares in 2006


(2,014
)


(1,323
)Accumulated other comprehensive loss


(6,909
)


(7,051
)Total stockholders equity


48,200



89,256Total liabilities and stockholders equity

$
180,543


$
210,320    47




---



##### Table of Contents



ARBITRON
    INC.Consolidated Statements of Income
    Years Ended December 31, 2007, 2006 and 2005
    (In thousands, except per share data)
  2007


2006


2005Revenue

$
338,469


$
319,335


$
300,368Costs and expensesCost of revenue


157,175



120,698



101,811Selling, general and administrative


79,516



78,511



66,508Research and development


42,496



44,177



38,399Total costs and expenses


279,187



243,386



206,718Operating income


59,282



75,949



93,650Equity in net income of affiliates


4,057



7,748



7,829Income from continuing operations before interest and income tax
    expense


63,339



83,697



101,479Interest income


2,118



3,010



3,029Interest expense


665



6,102



4,000Income from continuing operations before income tax expense


64,792



80,605



100,508Income tax expense


24,288



30,259



33,218Income from continuing operations


40,504



50,346



67,290Income (loss) from discontinued operations, net of taxes


(324
)


312



18Net income

$
40,180


$
50,658


$
67,308Income per weighted-average common shareBasicContinuing operations

$
1.38


$
1.68


$
2.16Discontinued operations


(0.01
)


0.01



0.00Net income

$
1.37


$
1.69


$
2.16DilutedContinuing operations

$
1.37


$
1.67


$
2.14Discontinued operations


(0.01
)


0.01



0.00Net income

$
1.35


$
1.68


$
2.14Weighted-average common shares used in calculationsBasic


29,399



29,937



31,179Potentially dilutive securities


266



149



321Diluted


29,665



30,086



31,500Dividends declared per common share outstanding

$
0.40


$
0.40


$
0.40      48




---



##### Table of Contents



ARBITRON
    INC.Consolidated Statements of Stockholders
    Equity
    Years Ended December 31, 2007, 2006 and 2005
    (In thousands)
  AccumulatedEarnings (NetDistributions toCeridian inExcess of


Retained


Common


AccumulatedNumber of





Additional


Accumulated


Earnings


Stock


Other


TotalShares


Common


Paid-in


Earnings)


Subsequent to


Held in


Comprehensive


StockholdersOutstanding


Stock


Capital


Prior to Spin-off


Spin-off


Treasury


Loss


EquityBalance at December 31, 2004


30,960



16,168



101,914



(239,042
)


173,360



(688
)


(2,504
)


49,208Net income


















67,308











67,308Other comprehensive income (loss)
    Foreign currency translation


























(341
)


(341
)Additional minimum pension liability


























(1,124
)


(1,124
)Income tax benefit


























552



552Dividends declared


















(12,457
)










(12,457
)Common stock issued


1,033



1



26,091











515







26,607Noncash share-based compensation










426



















426Common stock repurchased


(949
)






(39,502
)










(474
)






(39,976
)Tax benefit from stock option exercises










5,979



















5,979Balance at December 31, 2005


31,044



16,169



94,908



(239,042
)


228,211



(647
)


(3,417
)


96,182Net income


















50,658











50,658Other comprehensive income (loss)
    Foreign currency translation


























431



431Retirement and post-retirement liabilities


























5,154



5,154Income tax loss


























(2,140
)


(2,140
)Dividends declared


















(11,964
)










(11,964
)Common stock issued


640







19,096











313







19,409Noncash share-based compensation










6,538











7







6,545Common stock repurchased


(1,992
)






(69,004
)










(996
)






(70,000
)Tax benefits from share-based awards










2,060



















2,060Impact of SFAS No. 158 adoption


























(7,079
)


(7,079
)Balance at December 31, 2006


29,692



16,169



53,598



(239,042
)


266,905



(1,323
)


(7,051
)


89,256Net income


















40,180











40,180Other comprehensive income (loss) 
    Foreign currency translation


























53



53Retirement and post-retirement liabilities


























198



198Income tax benefit


























(109
)


(109
)Dividends declared


















(11,783
)










(11,783
)Common stock issued


712







20,908











356







21,264Noncash share-based compensation










6,532



















6,532Common stock repurchased


(2,094
)






(98,953
)










(1,047
)






(100,000
)Tax benefits from share-based awards










2,609



















2,609Reclass of negative APIC to retained earnings










15,306







(15,306
)










Balance at December 31, 2007


28,310


$
16,169


$



$
(239,042
)

$
279,996


$
(2,014
)

$
(6,909
)

$
48,200    49




---



##### Table of Contents



ARBITRON
    INC.Consolidated Statements of Comprehensive Income
    Years Ended December 31, 2007, 2006, and 2005
    (In thousands)
  2007


2006


2005Net income

$
40,180


$
50,658


$
67,308Other comprehensive (loss) income, net of taxForeign currency translation, net of tax (expense) benefit of
    $(19), $(168), and $131, respectively


34



263



(210
)Retirement plans, net of tax (expense) benefit of $(90),
    $(1,972) and $421, respectively


108



3,182



(703
)Other comprehensive (loss) income


142



3,445



(913
)Comprehensive income

$
40,322


$
54,103


$
66,395    50




---



##### Table of Contents



ARBITRON
    INC.Consolidated Statements of Cash Flows
    Years Ended December 31, 2007, 2006 and 2005
    (In thousands)
  2007


2006


2005Cash flows from operating activitiesNet income

$
40,180


$
50,658


$
67,308Less: income (loss) from discontinued operations, net of taxes


(324
)


312



18Income from continuing operations


40,504



50,346



67,290Adjustments to reconcile income from continuing operations to
    net cash provided by operating activitiesDepreciation and amortization of property and equipment


11,773



7,842



4,137Amortization of intangible assets


777



1,550



1,657Loss on asset disposals


1,263



591



347Asset impairment charges


831



638



Deferred income taxes


1,768



3,902



1,310Equity in net income of affiliates


(4,057
)


(7,748
)


(7,829
)Distributions from affiliate


7,800



6,800



7,000Bad debt expense


1,175



890



426Tax benefit from stock option exercises










5,979Non-cash share-based compensation


6,532



6,545



426Changes in operating assets and liabilities, excluding effects
    of business acquisitionsTrade accounts receivable


(4,813
)


(6,089
)


(4,968
)Prepaid expenses and other assets


124



(690
)


(567
)Inventory


2,964



(3,351
)


(69
)Accounts payable


485



1,178



2,223Accrued expense and other current liabilities


(3,558
)


1,794



(2,786
)Deferred revenue


1,175



4,638



2,777Other noncurrent liabilities


121



(1,067
)


56Net operating activities from discontinued operations


198



380



(27
)Net cash provided by operating activities


65,062



68,149



77,382Cash flows from investing activitiesAdditions to property and equipment


(25,333
)


(19,691
)


(15,617
)Purchases of short-term investments


(170,545
)


(456,975
)


(224,070
)Proceeds from sales of short-term investments


198,170



511,910



141,510Investments in affiliate


(2,885
)






Payments for business acquisition










(4,176
)Net investing activities from discontinued operations


(60
)


128



2Net cash provided by (used in) investing activities


(653
)


35,372



(102,351
)Cash flows from financing activitiesProceeds from stock option exercises and stock purchase plan


21,347



19,584



28,549Stock repurchases


(100,000
)


(70,000
)


(39,976
)Tax benefits realized from share-based awards


2,609



1,875



Dividends paid to stockholders


(11,914
)


(12,103
)


(9,358
)Payments for deferred financing costs






(447
)


Borrowings issued on long-term debt


35,000



Payments of long-term debt


(23,000
)


(50,000
)


Net cash used in financing activities


(75,958
)


(111,091
)


(20,785
)Effect of exchange rate changes on cash and cash equivalents


37



362



(299
)Net decrease in cash and cash equivalents


(11,512
)


(7,208
)


(46,053
)Cash and cash equivalents at beginning of year


33,640



40,848



86,901Cash and cash equivalents at end of year

$
22,128


$
33,640


$
40,848Cash and cash equivalents from continuing operations at end of
    year


21,141



31,012



38,252Cash and cash equivalents from discontinued operations at end of
    year


987



2,628



2,596Cash and cash equivalents at end of year

$
22,128


$
33,640


$
40,848    51




---



##### Table of Contents



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
  97-2, Software Revenue Recognition. No. 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables
  Expense
    Recognition
   52




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash
    Equivalents
    Short-term
    Investments
  available-for-sale Accounting for Certain Investments in Debt and Equity
    Securities available-for-sale
    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     98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
 53




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Investment
    in Affiliates
    Goodwill
    and Other Intangibles
  Goodwill and Other
    Intangible Assets st Accounting for the Impairment or
    Disposal of Long-Lived Assets
    Impairment
    of Long-Lived Assets
    Income
    Taxes
    Pro
    Forma Disclosures of Stock-Based Compensation
  Accounting for Stock Issued to
    Employees,
 54




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for
    Certain Transactions Involving Stock Compensation, an
    interpretation of APB Opinion No. 25, Accounting for Stock-Based
    Compensation, as amended by SFAS No. 148 Accounting for Stock-Based Compensation-Transitions and
    Disclosure Share-Based Payments Revised ,
  2005(dollars in thousands, except per share data):Net income, as reported

$
67,308Add: Nonemployee stock-based compensation expense, net of tax


263Less: Stock-based compensation expense determined under fair
    value method, net of tax


5,537Pro forma net income

$
62,034Basic net income per weighted average common share, as reported

$
2.16Pro forma net income per weighted average common share

$
1.99Diluted net income per weighted average common share, as reported

$
2.14Pro forma net income per weighted average common share

$
1.98Options granted to employees and directors


591,961Weighted-average exercise price

$
40.80Weighted-average fair value

$
13.72Weighted-average assumptions:Expected lives in years


6.5Expected volatility


28.5
%Expected dividend rate


1
%Risk-free interest rate


3.89
%   Net
    Income per Weighted Average Common Share
     55




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Translation
    of Foreign Currencies
    Advertising
    Expense
    Accounting
    Estimates
    Legal
    Matters
    Leases
    New
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes ), , Accounting for
    Income Taxes.
 56




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 57




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3.
    Discontinued
    Operation Held for Sale  business-to-business,
  December 31,


December 31,Assets and Liabilities of Discontinued Operations

2007


2006Cash

$
987


$
2,628Receivables


4,112



2,599Deferred taxes-current


49



70Prepaids and other current assets


529



412Current assets


5,677



5,709Property, plant and equipment


46



8Goodwill


2,058



2,058Deferred taxes-noncurrent


(235
)


(221
)Noncurrent assets


1,869



1,845Total assets

$
7,546


$
7,554Accounts payable

$
1,499


$
952Accrued expenses and other current liabilities


2,526



1,258Deferred revenue


626



353Total liabilities

$
4,651


$
2,563Accumulated other comprehensive income

$
376


$
352   Years Ended December 31,Results of Operations of Discontinued Operations

2007


2006


2005Revenue

$
13,578


$
9,915


$
9,587Operating income


119



313



(42
)Net interest income


126



92



91Income before income tax expense


245



405



49Income tax expense


569



93



31Income (loss) from discontinued operations

$
(324
)

$
312


$
18    58




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    4.
    Inventories  first-in,
  5.
    Short-term
    Investments  available-for-sale
  available-for-sale available-for-sale
  6.
    Investment
    in Affiliates    Summary
    of Investment Activity in Affiliates (in thousands)
  Scarborough


Project Apollo


TotalBeginning balance at January 1, 2007

$
13,907


$



$
13,907Equity in net income (loss)


8,313



(4,256
)


4,057Distributions from affiliates


(7,800
)






(7,800
)Non-cash investments in affiliates






2,213



2,213Cash investments in affiliates






2,885



2,885Ending balance at December 31, 2007

$
14,420


$
842


$
15,262     out-of-home
 59




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      7.
    Property
    and Equipment    2007


2006Purchased and internally developed software

$
35,089


$
28,856Portable People Meter equipment


17,883



15,882Computer equipment


14,388



12,461Leasehold improvements


11,910



7,226Machinery, furniture and fixtures


7,164



5,52286,434



69,947Accumulated depreciation and amortization


(36,251
)


(28,485
)Property and equipment, net

$
50,183


$
41,462     8.
    Goodwill
    and Other Intangible Assets     60




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Accrued
    Expenses and Other Current Liabilities    2007


2006Employee compensation and benefits

$
17,832


$
20,097Royalties due to Scarborough


5,965



6,067Dividend payable


2,829



2,960Other


1,076



2,876$
27,702


$
32,000   10.
    Purchase
    Acquisition  sm
  Business
    Combinations
  11.
    Long-term
    Debt         61




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        12.
    Accumulated
    Other Comprehensive Loss    2007


2006Retirement plan liabilities, net of tax

$
(7,283
)

$
(312
)Foreign currency translation adjustment, net of tax


374



340(6,909
)


28Impact of SFAS No. 158 adoption, net of tax






(7,079
)Accumulated other comprehensive loss

$
(6,909
)

$
(7,051
)   Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans,
 62




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  13.
    Commitments
    and Contingencies  Leases
      2008

$
8,7782009


8,6302010


7,7442011


6,9642012


5,314Thereafter


24,540$
61,970   Legal
    Matters
      14.
    Income
    Taxes   63




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006


2005Income from continuing operations before income tax expense:U.S.

$
64,562


$
80,470


$
100,575International


230



135



(67
)Total

$
64,792


$
80,605


$
100,508Income tax expense:Current:U.S.

$
20,817


$
25,463


$
30,841State, local and foreign


1,703



894



1,06722,520



26,357



31,908Deferred:U.S.


478



1,410



(975
)State, local and foreign


1,290



2,492



2,285Total


1,768



3,902



1,310$
24,288


$
30,259


$
33,218U.S. statutory rate


35.0
%


35.0
%


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

$
22,677


$
28,211


$
35,179State income taxes, net of federal benefit


1,902



2,183



3,208Tax-exempt interest income


(613
)


(1,052
)


(524
)Meals and entertainment


358



278



264Foreign tax credit


(452
)






Increase in valuation allowance for foreign tax credit


452







Reduction in valuation allowance for state NOLs


(12
)


(252
)


(930
)Adjustments to tax liabilities


294



722



(3,868
)Other


(318
)


169



(111
)Income tax expense

$
24,288


$
30,259


$
33,218Effective tax rate


37.5
%


37.5
%


33.1
%   Accounting for
    Uncertainty in Income Taxes
   64




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Total(In thousands)Balance at January 1, 2007

$
743Increases related to current year tax positions


154Increases related to prior years tax positions


284Expiration of the statute of limitations for the assessment of
    taxes


(200
)Balance at December 31, 2007

$
981            65




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006Deferred tax assets:Current deferred tax assetsAccruals

$
1,900



1,927Net operating loss carryforwards


1,224



1,0273,124



2,954Noncurrent deferred tax assetsBenefit plans

$
5,966


$
5,962Depreciation


2,101



2,023Accruals


805



644Net operating loss carryforwards


202



1,135FAS 123R share-based compensation


3,588



2,142Partnership interest


2,265



2,416Other


685



25015,612



14,572Less valuation allowance


(452
)


(12
)Total deferred tax assets

$
18,284


$
17,514Deferred tax liabilities:Noncurrent deferred tax liabilitiesGoodwill and other intangible amortization

$
(8,229
)

$
(5,906
)Benefit plans


(2,707
)


(2,385
)Other


(135
)


(135
)Total deferred tax liabilities


(11,071
)


(8,426
)Net deferred tax assets

$
7,213


$
9,088        66




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  15.
    Retirement
    Plans  Adoption
    of SFAS No. 158
    Incremental Impact of FAS 158 AdoptionIncremental Impact of SFAS No. 158 AdoptionAs of December 31, 2006Before





AfterSFAS No. 158





SFAS No. 158Adoption


Adjustment


AdoptionNoncurrent deferred tax asset

$
(1,122
)

$
4,699


$
3,577Other noncurrent assets


6,172



(6,172
)


Total assets


5,050



(1,473
)


3,577Accrued expenses and other current liabilities


(1,318
)


249



(1,069
)Noncurrent liabilities


3,266



5,357



8,623Total liabilities


1,948



5,606



7,554Accumulated other comprehensive loss


(312
)


(7,079
)


(7,391
)Total stockholders equity

$
(312
)

$
(7,079
)

$
(7,391
)     Pension
    Benefits
     67




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. stocks
    Plan Assetsas of September 30,Asset Category

2007


2006Equity securities


59
%


59
%Debt securities


40
%


39
%Cash and cash equivalents


1
%


2
%Total


100
%


100
%     Net Periodic Cost

2007


2006


2005Service cost of benefits

$
869


$
966


$
809Interest cost


1,781



1,651



1,549Expected return on plan assets


(2,208
)


(1,970
)


(1,674
)Amortization of net actuarial loss


661



719



559Amortization of prior service cost


22



22



22Total

$
1,125


$
1,388


$
1,265Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive incomeNet actuarial loss


696



N/A



N/AAmortization of net actuarial gain


(661
)


N/A



N/AAmortization of prior service cost


(22
)


N/A



N/ARecognized in other comprehensive income


13



N/A



N/ARecognized in net periodic pension cost and other comprehensive
    income

$
1,138



N/A



N/A  68




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008

$
2,2892009


2,0362010


1,8992011


2,0372012


2,2172013-2017


12,825$
23,303     Supplemental
    Retirement
      2008

$
2292009


8722010


2772011


2362012


2552013-2017


1,281$
3,150  69




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Net Periodic Cost

2007


2006


2005Service cost of benefits

$
130


$
57


$
57Interest cost


209



162



136Expected return on plan assets










Amortization of net actuarial loss


193



123



155Amortization of prior service cost


(22
)


(22
)


(22
)Total

$
510


$
320


$
326Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive incomeNet actuarial loss

$
71



N/A



N/AAmortization of net actuarial gain


(193
)


N/A



N/AAmortization of prior service cost


22



N/A



N/ARecognized in other comprehensive income

$
(100
)


N/A



N/ARecognized in net periodic cost and other comprehensive income

$
410



N/A



N/A  70




---



##### Table of Contents



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


SupplementalPension Plan


Retirement PlansSeptember 30,


September 30,2007


2006


2007


2006(Dollars in thousands)Change in projected benefit obligationAt beginning of period

$
31,934


$
30,286


$
3,653


$
2,972Service cost


869



966



130



57Interest cost


1,781



1,651



209



162Plan participants contributions


347



348



64



50Actuarial loss


2,053



631



75



552Benefits paid


(2,095
)


(1,948
)


(130
)


(140
)At end of period

$
34,889


$
31,934


$
4,001


$
3,653Change in fair value of plan assetsAt beginning of period

$
28,474


$
25,124


$



$
Actual return on plan assets


3,565



2,078







Employer contribution


1,982



2,872



130



140Plan participants contributions


347



348







Benefits paid


(2,095
)


(1,948
)


(130
)


(140
)At end of period

$
32,273


$
28,474


$



$
Funded status

$
(2,616
)

$
(3,460
)

$
(4,001
)

$
(3,653
)Contributions between measurement date and year end










16



12Net pension liability at fiscal year end

$
(2,616
)

$
(3,460
)

$
(3,985
)

$
(3,641
)Amounts recognized in accumulated other comprehensive
    incomeNet actuarial loss

$
9,595


$
9,560


$
1,722


$
1,843Prior service cost

$
50


$
72


$
(50
)

$
(72
)Estimated amounts of accumulated other comprehensive to be
    recognized as net periodic cost during 2008Net actuarial loss

$
728


$
661


$
184


$
193Prior service cost

$
22


$
22


$
(22
)

$
(22
)Weighted-average assumptionsDiscount rate  components of cost


5.75
%


5.50
%


5.75
%


5.50
%Discount rate  benefit obligations


6.00
%


5.75
%


6.00
%


5.75
%Expected return on plan assets


8.00
%


8.00
%


N/A



N/ARate of compensation increase


4.00
%


4.00
%


4.00
%


4.00
%   Postretirement
    Benefits
   71




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          2008

$
842009


972010


1072011


1122012


1222013-2017


759$
1,281     Net Periodic Cost

2007


2006


2005Service cost of benefits

$
39


$
36


$
36Interest cost


87



83



73Amortization of net actuarial loss


44



47



32Total

$
170


$
166


$
141Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive incomeNet actuarial gain

$
(67
)


N/A



N/AAmortization of net actuarial gain


(44
)


N/A



N/ARecognized in other comprehensive income

$
(111
)


N/A



N/ARecognized in net periodic cost and other comprehensive income

$
59



N/A



N/A  72




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Postretirement PlanSeptember 30,2007


2006Change in benefit obligation during the periodAt beginning of period

$
1,535


$
1,159Service cost


39



36Interest cost


87



83Plan participants contributions


28



28Actuarial loss (gain)


(67
)


349Benefits paid


(74
)


(120
)At end of period

$
1,548


$
1,535Change in fair value of plan assetsAt beginning of period

$



$
Employer contribution


46



92Plan participants contributions


28



28Benefits paid


(74
)


(120
)At end of period

$



$
Funded status

$
(1,548
)

$
(1,535
)Contributions between measurement date and year end


16



13Net postretirement liability at fiscal year end

$
(1,532
)

$
(1,522
)Amounts recognized in accumulated other comprehensive
    incomeNet actuarial loss

$
523


$
634Estimated amounts of accumulated other comprehensive to be
    recognized as net periodic cost during 2007Net actuarial loss

$
34


$
46Weighted-average assumptionsDiscount rateComponents of cost


5.75
%


5.50
%Benefit obligations


6.00
%


5.75
%Expected return on plan assets


N/A



N/ARate of compensation increase


4.00
%


4.00
%     401(k)
    Plan
   73




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    16.
    Share-Based
    Compensation              Stock
    Options
  10-year 10-year
 74




---



##### Table of Contents



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

2007

2006Expected volatility

24.61 - 26.52%

26.59 - 27.35%Expected dividends

1.00%

1.00%Expected term (in years)

5.75  - 6.25

5.25  - 6.25Risk-free rate

3.43  -  4.91%

4.35  -  5.01%Weighted-average volatility

25.45%

27.32%Weighted-average term (in years)

5.94

5.74Weighted-average risk-free rate

4.59%

4.70%Weighted-average grant date fair value

$14.86

$12.55     Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


Intrinsic ValueOptions

Shares


Exercise Price


Term (Years)


(in thousands)Outstanding at January 1, 2007


2,102,596


$
36.75Granted


178,802



48.32Exercised


(560,562
)


35.56Forfeited or expired


(35,585
)


33.77Outstanding at December 31, 2007


1,685,251


$
38.46



6.31


$
6,491Vested or expected to vest at December 31, 2007


1,680,650


$
38.44



6.30


$
6,489Exercisable at December 31, 2007


1,230,407


$
36.89



5.58


$
6,019    75




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Nonvested
    Share Awards
    Weighted-AverageNonvested Share Awards

Shares


Grant-Date Fair ValueOutstanding at January 1, 2007


87,774


$
38.87Granted


113,234



46.33Vested


(31,078
)


40.57Nonvested at December 31, 2007


169,930


$
43.53Expected to vest at December 31, 2007


169,930


$
43.53     Deferred
    Stock Units
    Weighted-AverageNonvested Deferred Stock Units

Shares


Grant-Date Fair ValueOutstanding at January 1, 2007


18,186


$
38.88Granted


26,451



46.20Vested


(18,069
)


43.75Nonvested at December 31, 2007


26,568


$
42.86Vested at December 31, 2007


33,438


$
41.51Expected to vest at December 31, 2007


26,568


$
42.86     Employee
    Stock Purchase Plan
   76




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    17.
    Significant
    Customers and Concentration of Credit Risk    18.
    Financial
    Instruments    19.
    Stock
    Repurchases       77




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  20.
    Enterprise-Wide
    Information    For the Years Ended December 31,2007


2006


2005Service RevenuesRadio audience measurement services

$
267,804


$
253,042


$
237,176Local market consumer information services


36,393



33,266



30,653Software applications


34,272



33,027



32,539Total revenues

$
338,469


$
319,335


$
300,368     For the Years Ended December 31,

United States


International(1)


Total2007Revenues

$
333,164


$
5,305


$
338,4692006Revenues

$
315,208


$
4,127


$
319,3352005Revenues

$
297,887


$
2,481


$
300,368     (1)
    
    The revenues of the individual countries comprising these
    amounts are not significant to require separate disclosure. 78




---



##### Table of Contents



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   21.
    Quarterly
    Information (Unaudited) (dollars in thousands, except per share
    data)  Three Months EndedMarch 31


June 30


September 30


December 312007Revenue

$
89,148


$
75,867


$
93,322


$
80,132Gross profit


59,324



32,224



58,871



30,875Income from continuing operations


15,526



3,722



17,121



4,135Income (loss) from discontinued operations, net of taxes


(31
)


66



99



(458
)Net income

$
15,495


$
3,788


$
17,220


$
3,677Income per weighted average common shareBasicContinuing operations

$
0.52


$
0.12


$
0.58


$
0.15Discontinued operations


(0.00
)


0.00



0.00



(0.02
)Net income

$
0.52


$
0.13


$
0.58


$
0.13DilutedContinuing operations

$
0.52


$
0.12


$
0.57


$
0.14Discontinued operations


(0.00
)


0.00



0.00



(0.02
)Net income

$
0.52


$
0.13


$
0.58


$
0.13Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.102006Revenue

$
83,154


$
71,160


$
88,993


$
76,028Gross profit


60,670



36,939



63,972



37,056Income from continuing operations


18,192



7,150



20,320



4,684Income (loss) from discontinued operations, net of taxes


(6
)


210



(130
)


238Net income

$
18,186


$
7,360


$
20,190


$
4,922Net income per weighted average common shareBasicContinuing operations

$
0.59


$
0.24


$
0.69


$
0.16Discontinued operations


(0.00
)


0.01



(0.00
)


0.01Net income

$
0.59


$
0.25


$
0.69


$
0.17DilutedContinuing operations

$
0.58


$
0.24


$
0.69


$
0.16Discontinued operations


(0.00
)


0.01



(0.00
)


0.01Net income

$
0.58


$
0.24


$
0.69


$
0.17Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.10    79




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##### Table of Contents



Arbitron
    Inc.Consolidated Schedule of Valuation and Qualifying
    Accounts
 For the Years Ended December 31, 2007, 2006 and
    2005
   2007


2006


2005Allowance for doubtful trade accounts receivable:Balance at beginning of year

$
1,397


$
1,146


$
1,123Additions charged to expenses


1,162



890



407Write-offs net of recoveries


(871
)


(639
)


(384
)Balance at end of year

$
1,688


$
1,397


$
1,146  80




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##### Table of Contents



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    PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   81




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##### Table of Contents



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


1,704,601


$
38.66



571,354Equity compensation plans not approved by security holders


210,586


$
41.98



10,703Totals


1,915,187


$
39.02



582,057   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   82




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      
    Independent Registered Public Accounting Firm Reports
    Consolidated Balance Sheets as of December 31, 2007 and 2006
    Consolidated Statements of Income for the Years Ended
    December 31, 2007, 2006 and 2005
    Consolidated Statements of Stockholders Equity for the
    Years Ended December 31, 2007, 2006 and 2005
    Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2007, 2006 and 2005
    Notes to Consolidated Financial Statements for the Years Ended
    December 31, 2007, 2006 and 2005      Exhibit No.

Description3
.1

Restated Certificate of Incorporation of Arbitron Inc. (formerly
    known as Ceridian Corporation) (Filed as Exhibit 4.01 to
    Ceridians Registration Statement on
    Form S-8
    (File
    No. 33-54379)
    and incorporated herein by reference).3
.2

Certificate of Amendment of Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation) (Filed as Exhibit 3 to Ceridians
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1996 and incorporated herein
    by reference).3
.3

Certificate of Amendment of Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation) (Filed as Exhibit 3.01 to Ceridians
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1999 and incorporated herein
    by reference).3
.4

Certificate of Amendment to Restated Certificate of
    Incorporation of Arbitron Inc. (formerly known as Ceridian
    Corporation) (Filed as Exhibit 3.4 to Arbitrons
    Annual Report on
    Form 10-K
    for the year ended December 31, 2000 and incorporated
    herein by reference).3
.5

First Amended and Restated Bylaws of Arbitron Inc., effective as
    of August 29, 2002 (Filed as Exhibit 3.1 to
    Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002 and incorporated
    herein by reference).4
.1

Specimen of Common Stock Certificate (Filed as Exhibit 4.1
    to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2000 and incorporated
    herein by reference).4
.2

Rights Agreement, dated as of November 21, 2002, between
    Arbitron 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 (Filed as Exhibit 99.1 to
    Arbitrons
    Form 8-K,
    filed November 21, 2002 and incorporated herein by
    reference).4
.3

Amendment No. 1 to Rights Agreement, dated as of
    January 31, 2007, between Arbitron and The Bank of New
    York, as Rights Agent (Filed as Exhibit 4.3 to
    Arbitrons Annual Report on Form 10-K for the year
    ended December 31, 2006 and incorporated herein by
    reference).10
.1

Arbitron Executive Investment Plan (Filed as Exhibit 10.10
    to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).*10
.2

Arbitron Inc. Amendment to the 1999 Stock Incentive Plan (Filed
    as Exhibit 10.2 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and incorporated herein
    by reference).*10
.3

Form of Non-Qualified Stock Option Agreement (Filed as
    Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated February 23, 2005 and incorporated herein by
    reference).* 83




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##### Table of Contents



Exhibit No.

Description10
.4

Form of Non-Qualified Stock Option Agreement for Annual
    Non-Employee Director Stock Option Grants (Filed as
    Exhibit 10.2 to Arbitrons Current Report on
    Form 8-K,
    dated February 23, 2005 and incorporated herein by
    reference).*10
.5

Form of Non-Qualified Stock Option Agreement for Initial
    Non-Employee Director Stock Option Grants (Filed as
    Exhibit 10.3 to Arbitrons Current Report on
    Form 8-K,
    dated February 23, 2005 and incorporated herein by
    reference).*10
.6

Form of Non-Qualified Stock Option Agreement in Lieu of Fees
    Grants (Filed as Exhibit 10.4 to Arbitrons Current
    Report on
    Form 8-K,
    dated February 23, 2005 and incorporated herein by
    reference).*10
.7

Amended and Restated Arbitron Inc. Director Deferred
    Compensation Procedures. (Filed as Exhibit 10.18 to
    Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2005 and incorporated
    herein by reference)*10
.8

Form of Deferred Stock Unit Agreement for Non-Employee Directors
    (Non-Employee Director Post-2005
    Stock-for-Fees
    Deferred Stock Unit). (Filed as Exhibit 10.19 to
    Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2005 and incorporated
    herein by reference)*10
.9

Arbitron Inc. Benefit Equalization Plan (Filed as
    Exhibit 10.20 to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).*10
.10

Arbitron Inc. 2001 Broad Based Stock Incentive Plan (Filed as
    Exhibit 10.14 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 and incorporated
    herein by reference)10
.11

Executive Employment Agreement, dated April 1, 2001, by and
    between Arbitron Inc. and Stephen B. Morris (Filed as
    Exhibit 10.15 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001 and incorporated
    herein by reference).*10
.12

Amendment No. 1 to the Executive Employment Agreement
    between Arbitron Inc. and Stephen B. Morris (Filed as
    Exhibit 10.18 to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2001 and incorporated
    herein by reference).*10
.13

Amendment No. 2 to the Executive Employment Agreement
    between Arbitron Inc. and Stephen B. Morris (Filed as
    Exhibit 10.19 to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2001 and incorporated
    herein by reference).*10
.14

Amendment No. 3 to the Executive Employment Agreement
    between Arbitron Inc. and Stephen B. Morris (Filed as
    Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated July 3, 2006 and incorporated herein by reference).*10
.15

Customer Contract, dated as of December 27, 2004, by and
    between Arbitron Inc. and Clear Channel Communications, Inc.
    (Filed as Exhibit 10.26 to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).10
.16

1999 Stock Incentive Plan Form of Restricted Stock Agreement
    (Filed as Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated February 22, 2006 and incorporated herein by
    reference).*10
.17

CEO Deferral Election Form for Restricted Stock (Filed as
    Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated March 28, 2006 and incorporated herein by reference).*10
.18

CEO Deferred Stock Unit Agreement, entered into and effective as
    of March 31, 2006, by and between the Company and Stephen
    B. Morris. (Filed as Exhibit 10.2 to Arbitrons
    Current Report on
    Form 8-K,
    dated March 28, 2006 and incorporated herein by reference).*10
.19

Form of Executive Retention Agreement (Filed as
    Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated June 5, 2006 and incorporated herein by reference).*10
.20

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 (Filed
    as Exhibit 10.1 to Arbitrons Current Report on
    Form 8-K,
    dated December 20, 2006 and incorporated herein by
    reference).10
.21

Amended and Restated Director Compensation Schedule (Filed as
    Exhibit 10.1 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006 and incorporated
    herein by reference.) 84




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##### Table of Contents



Exhibit No.

Description10
.22

Form of Restricted Stock Unit Agreement Granted Under the 1999
    Stock Incentive Plan (Filed as Exhibit 10.2 to
    Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and incorporated
    herein by reference).*10
.23

CEO Restricted Stock Unit Grant Agreement Granted Under the 1999
    Stock Incentive Plan (Filed as Exhibit 10.3 to
    Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and incorporated
    herein by reference).*10
.24

Radio Station License Agreement to Receive and Use Arbitron PPM
    Data and Estimates, effective May 18, 2006, by and between
    the Company and CBS Radio Inc. (Filed as Exhibit 10.2 to
    Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and incorporated herein
    by reference.)10
.25

Master Station License Agreement to Receive and Use Arbitron
    Radio Audience Estimates, effective May 18, 2006, by and
    between the Company and CBS Radio Inc. (Filed as
    Exhibit 10.3 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and incorporated herein
    by reference.)10
.26

LLC Agreement for Project Apollo between Nielsen Media Research,
    Inc., a subsidiary of The Nielsen Company and Arbitron Inc.
    (Filed as Exhibit 10.36 to Arbitrons Annual Report on
    Form 10-K
    for the year ended December 31, 2006 and incorporated
    herein by reference.)10
.27

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 (Filed as
    Exhibit 10.1 to Arbitrons Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and incorporated herein
    by reference.)21


Subsidiaries of Arbitron Inc.23


Consent of Independent Registered Public Accounting Firm.24


Power of Attorney.31
.1

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of the Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Indicates management contract or compensatory plan, contract or
    arrangement required to be filed as an Exhibit.       85




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##### Table of Contents



SIGNATURES      By:
    /s/  Stephen
    B. Morris         Signature

Title

Date/s/  Stephen
    B. MorrisStephen
    B. Morris

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

February 28, 2008/s/  Sean
    R. CreamerSean
    R. Creamer

Executive Vice President of Finance and Planning and Chief
    Financial Officer (Principal Financial and Principal Accounting
    Officer)

February 28, 2008*Shellye
    L. Archambeau

Director*David
    W. Devonshire

Director*Philip
    Guarascio

Director*William
    T. Kerr

Director*Larry
    E. Kittelberger

Director*Luis
    B. Nogales

Director*Richard
    A. Post

Director*By:

/s/  Timothy
    T. SmithTimothy
    T. Smith
    Attorney-in-Fact



February 28, 2008  86