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,
    2009oro

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


7Overview


7Corporate Strategy


8Industry Background and Markets


8Portable People Meter Technology


9Radio Audience Measurement
    Services


10Portable People Meter Ratings
    Service


10Diary Service


13Cross-Platform Media Measurement


14International Operations


15Radio Market Report and Other Data
    Services


15Local Market Consumer Information
    Services


17Customers, Sales and Marketing


18Competition


19Intellectual Property


19Research and Development


20Governmental Regulation


21Media Rating Council Accreditation


22Employees


22Seasonality


22Available Information


23ITEM 1A.


RISK FACTORS


23Risk Factors Relating to Our Business
    and the Industry in Which We Operate


23Risk Factors Relating to Our
    Indebtedness


32Risk Factors Relating to Owning Our
    Common Stock


33ITEM 1B.


UNRESOLVED STAFF COMMENTS


33ITEM 2.


PROPERTIES


34ITEM 3.


LEGAL PROCEEDINGS


34ITEM 4.


RESERVEDPART IIITEM 5.


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


37ITEM 6.


SELECTED FINANCIAL DATA


39ITEM 7.


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


40Overview


40Restructuring, Reorganization and
    Expense Reduction Plan


41Investment in TRA


41Legal Expenses


41General Economic Conditions


42Critical Accounting Policies and
    Estimates


42Results of Operations


44Liquidity and Capital Resources


50Off-Balance Sheet Arrangements


53New Accounting Pronouncements


53ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


53ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


53ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE


92ITEM 9A.


CONTROLS AND PROCEDURES


92Evaluation of Disclosure Controls and
    Procedures


92Managements Report on Internal
    Control Over Financial Reporting


92Changes in Internal Control Over
    Financial Reporting


92ITEM 9B.


OTHER INFORMATION


92 2




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Page No.PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


92ITEM 11.


EXECUTIVE COMPENSATION


93ITEM 12.


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


93ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


93ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


93PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


94SIGNATURES


98   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 ® ,

    Marketing Resources
    Plus ® ,

    MRP sm ,

    PrintPlus ® ,

    MapMAKER
    Direct sm Media
    Professional sm ,

    Media Professional
    Plus sm QUALITAP sm Schedule-It sm
  Windows ® ® 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 measurement services and
    methodology in light of governmental actions, including
    investigation, regulation, legislation or litigation, customer
    or industry group activism, or adverse community or public
    relations efforts;
    complete the Media Rating Council, Inc. (MRC) audits
    of our local market Arbitron Portable People
    Metertm

    (PPMtm)

    ratings services in a timely manner and successfully obtain
    and/or
    maintain MRC accreditation for our audience measurement services;
    successfully commercialize our PPM service;
    design, recruit and maintain PPM panels that appropriately
    balance research quality, panel size and operational cost;
    absorb costs related to legal proceedings and governmental
    entity interactions and avoid any related fines, limitations or
    conditions on our business activities, including, without
    limitation, by meeting or exceeding our commitments and
    agreements with various governmental entities;
    successfully develop, implement and fund initiatives designed to
    increase sample quality;
    successfully manage the impact on costs of data collection due
    to lower respondent cooperation in surveys, consumer trends
    including a trend toward increasing incidence of cell-phone-only
    households, privacy concerns, technology changes,
    and/or
    government regulations;
    provide appropriate levels of operational capacity and funding
    to support the more labor intensive identification and
    recruitment of cell-phone-only households into our panels and
    samples;
    successfully manage the impact on our business of the current
    economic downturn generally, and in the advertising market, in
    particular, including, without limitation, the insolvency of any
    of our customers or the impact of such downturn on our
    customers ability to fulfill their payment obligations to
    us;
    compete with companies that may have financial, marketing,
    sales, technical or other advantages over us;
    effectively respond to rapidly changing technological needs of
    our customer base, including creating proprietary technology and
    systems to support our cell-phone-only sampling plans, and new
    customer services that meet these needs in a timely manner;
    successfully execute our business strategies, including
    evaluating and, where appropriate, entering into potential
    acquisition, joint-venture or other material third-party
    agreements;
    effectively manage the impact, if any, of any further ownership
    shifts in the radio and advertising agency industries; 5




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
    successfully develop and implement technology solutions to
    encode
    and/or
    measure new forms of media content and delivery, and advertising
    in an increasingly competitive environment;
    successfully launch our cross-platform measurement
    initiatives; and
    renew contracts with key customers.     6




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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.
 7




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Corporate
    Strategy  out-of-home
  
    Improving our customer value proposition.  We
    intend to continue to invest in research and quality
    improvements while increasing utility in our radio audience
    measurement 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.
    Diversifying revenues.  We believe that growth
    opportunities exist in adjacent markets and intend to seek to
    expand our customer base by developing and marketing new
    information services designed to assist customers in
    implementing marketing strategies.
    Building on our experience in the radio audience measurement
    industry and our PPM technology to expand into information
    services for other types of media
    and/or
    cross-platform 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
    and/or
    cross-platform 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. In light
    of the dynamic nature of the media industry, including in the
    digital space, we will need to continue to attempt to develop
    our data collection, processing and software systems to
    accommodate these changes. The development of our PPM ratings
    service is in response to a growing demand for higher quality,
    and more efficient and timely methods for measuring and
    reporting audiences.
    Addressing scale issues.  We compete against
    many companies that are larger and have greater capital and
    other resources. We will seek to explore and evaluate strategic
    opportunities to expand our business 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 for quality audience information from global advertisers
    and media. Industry
    Background and Markets     8




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Portable
    People Meter Technology      out-of-home
  tm
 9




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Radio
    Audience Measurement Services Portable
    People Meter Ratings Service  Collection of Listener Data Through PPM
    Methodology.
    Commercialization.
      Media
    Rating Council Accreditation
      Form 10-K quarter-hour-based
 10




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Form 10-K
      PPM Ratings Service Quality Improvement
    Initiatives.
    18-54
    18-34 18-34
 11




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13-month sub-demographic
    African-American
    
    use of address-based sampling techniques for at least
    15 percent of our total recruitment efforts by late 2009
    with plans to increase this to at least 20 percent of our
    total recruitment efforts by the end of 2010 in all PPM
    Markets; and
    application of an average-daily In-Tab benchmark of
    75 percent to all PPM Markets.      18-54
     12




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and/or
   Diary
    Service  Collection of Listener Data Through Diary
    Methodology. seven-day follow-up
  Diary Service Quality Improvement
    Initiatives.
     13




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18-34.
  18-34
   Cross-Platform
    Media Measurement    Television Suite of Audience Measurement
    Services. ARB- TV, ARB- TV ARB- TV
  ARB- TV out-of-home
 14




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International
    Operations  Portable People Meter Technology.
    not-for-profit,
  India.
  CSW Research Limited (Continental
    Research). Form 10-K.
 Radio
    Market Report and Other Data Services     15




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Radio Market Reports
  Radio Market Report
  RADAR.
      Nationwide.
    Software Applications.
  cost-per-point hour-by-hour
 16




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Local
    Market Consumer Information Services  out-of-home
    
    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.
  out-of-home out-of-home
  out-of-home
  RetailDirect Service. out-of-home
 17




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out-of-home
  Qualitative Diary Service/LocalMotion
    Service. out-of-home
  Custom Research Services. play-by-play out-of-home out-of-home
 Customers,
    Sales and Marketing  out-of-home
        
    conducting direct-marketing programs directed toward radio
    stations, cable companies, advertising agencies, television
    stations,
    out-of-home
    companies, broadcast groups and corporate advertisers;
    promoting Arbitron and the industries we serve through a public
    relations program aimed at the trade press of the broadcasting,
    out-of-home
    media, Internet, advertising and marketing industries, as well
    as select local and national consumer and business press;
    gathering and publishing studies, which we make available for no
    charge on our Web site, on national summaries of radio
    listening, emerging trends in the radio industry, Internet
    streaming,
    out-of-home
    and other media industries, as well as the media habits of radio
    listeners and television, cable and Internet viewers;
    participating in key industry and government forums, trade
    association meetings, and interest groups, such as the
    Advertising Research Foundation, the American Association of
    Advertising Agencies, the National Association of Broadcasters,
    the Association of National Advertisers, the Radio Advertising
    Bureau, the European Society for Opinion and Marketing Research,
    the Coalition for Innovative Media Measurement, the Television
    Bureau of Advertising, the Cabletelevision Advertising Bureau,
    American Women in Radio and Television, Women in Cable
    Telecommunications, the Cable & Telecommunications
    Association for Marketing, the National Association of Black
    Owned Broadcasters, Minority Media and Telecommunications 18




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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
    Cable Advertising Bureau and the Outdoor Advertising Association
    of America. Competition        out-of-home
   Intellectual
    Property   19




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Radio Market Report Radio Market Report Radio Market Report
      assignment-of-inventions
     Research
    and Development   20




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Governmental
    Regulation           21




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Media
    Rating Council Accreditation  Radio Market Report Radio Market Repor
  ,
 Employees   Seasonality         22




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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.
    If the domestic and worldwide recession continues or
    intensifies it could adversely impact demand for our services,
    our customers revenues or their ability to pay for our
    services.
   23




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If the domestic and worldwide recession continues or
    intensifies, 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 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.
       24




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and/or
  If our PPM ratings service does not generate the revenues
    that we anticipate, or if our ability to earn such revenues is
    delayed for any reason, our financial results will
    suffer.
    
    obtaining
    and/or
    maintaining MRC accreditation;
    the speed with which we can complete the MRC audit process;
    increased government oversight, legislation or regulation;
    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; and
    our ability to obtain, in a timely manner, sufficient quantities
    of quality: (i) equipment, (ii) cell-phone-only sample
    and (iii) software products from third-party suppliers
    necessary to support our services.  We may be unsuccessful in obtaining
    and/or
    maintaining MRC accreditation for our local market radio ratings
    services, and we may be required to expend significant resources
    in order to obtain
    and/or
    maintain MRC accreditation for our local market PPM ratings
    services, any of which could adversely impact our
    business.
  Form 10-K quarter-hour-based
  and/or
   25




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If we do not successfully manage the transitions
    associated with our new CEO, it could have an adverse impact on
    our revenues, operations, or results of operations.
        We are subject to governmental oversight or influence,
    which may harm our business.
      Criticism of our audience measurement service by various
    governmental entities, industry groups, and market segments
    could adversely impact our business.
    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.
   26




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up-to-date market-by-market.
  Our ability to acquire cell-phone-only sample is dependent
    on a single vendor and if our sample volume increases or we are
    unable to utilize this vendor, it would be more expensive for us
    to acquire the necessary sample and may delay the full
    implementation of our continuous improvement initiatives for
    cell-phone-only sampling, which may harm our business.
    Our success will depend on our ability to protect our
    intellectual property rights and we incur 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;
    defending and enforcing our patents once obtained;
    preserving our trade secrets;
    defending and enforcing our copyrights for our data services and
    audience estimates; and
    operating without infringing upon patents and proprietary rights
    held by others.    and/or
  Costs associated with significant legal proceedings may
    adversely affect our results of operations.
   27




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Our future growth and success will depend on our ability
    to compete successfully with companies that may have financial,
    marketing, technical, and other advantages over us.
    We expect to invest in the continued development and
    commercialization of our PPM ratings service, which we may not
    ultimately commercialize successfully. The costs associated with
    commercialization of this service will adversely impact our
    operating results and operating margins over the
    commercialization period.
      The loss or insolvency of any of our key customers would
    significantly reduce our revenue and operating results.
      Our agreements with our customers are not exclusive and
    contain no renewal obligations. The failure of our customers to
    renew all or part of their contracts could have an adverse
    impact on our business, financial position and operating
    results.
    Long-term agreements with our customers limit our ability
    to increase the prices we charge for our services if our costs
    increase.
   28




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Our ability to recruit participants for our surveys could
    be adversely impacted by governmental regulations.
    The success of our radio audience ratings business depends
    on diarykeepers who record their listening habits in diaries and
    return these diaries to us and panelists who carry our PPM
    devices. Our failure to collect these diaries or to recruit
    compliant participants could adversely impact our
    business.
    We expect to continue to invest in the improvement of our
    Diary ratings service. The costs associated with such investment
    will adversely impact our operating results.
    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.
   29




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Interruptions, delays, or unreliability in the delivery of
    our services could adversely affect our reputation and reduce
    our revenues.
    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 available, could adversely impact 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 may fail to attract or retain the qualified research,
    sales, marketing, and managerial personnel, and key executive
    officers required to operate our business successfully.
    We recently formed a cross-platform media measurement
    group, which could have a material adverse impact on our
    business.
   30




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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
    single vendor that assembles 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
    measurement 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.
    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.
   31




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Long-term disruptions in the mail, 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 2010, 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.       32




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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.    
    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   33




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ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS      and/or
       34




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New
    York
         35




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New
    Jersey
              Maryland
   36




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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      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   2008

1Q


2Q


3Q


4Q


Full YearHigh

$
46.24


$
51.50


$
50.87


$
44.69


$
51.50Low

$
38.49


$
43.15


$
43.98


$
9.90


$
9.90Dividend

$
0.10


$
0.10


$
0.10


$
0.10


$
0.40  37




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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 - December 31





$







$
  38




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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 31,2009


2008


2007


2006


2005(In thousands, except per share data)Statement of Income DataRevenue

$
384,952


$
368,824


$
338,469


$
319,335


$
300,368Costs and expenses


330,111



312,359



279,187



243,386



206,718Operating income


54,841



56,465



59,282



75,949



93,650Equity in net income of affiliate(s)


7,637



6,677



4,057



7,748



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


62,478



63,142



63,339



83,697



101,479Interest expense (income), net


1,346



1,593



(1,453
)


3,092



971Income from continuing operations before income tax expense


61,132



61,549



64,792



80,605



100,508Income tax expense


18,972



24,330



24,288



30,259



33,218Income from continuing operations


42,160



37,219



40,504



50,346



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






(39
)


(324
)


312



18Net income

$
42,160


$
37,180


$
40,180


$
50,658


$
67,308Net Income Per Weighted Average Common ShareBasicContinuing operations

$
1.59


$
1.37


$
1.38


$
1.68


$
2.16Discontinued operations










(0.01
)


0.01



Net income per share, basic

$
1.59


$
1.37


$
1.37


$
1.69


$
2.16DilutedContinuing operations

$
1.58


$
1.37


$
1.37


$
1.67


$
2.14Discontinued operations










(0.01
)


0.01



Net income per share, diluted

$
1.58


$
1.36


$
1.35


$
1.68


$
2.14Cash dividends declared per share

$
0.40


$
0.40


$
0.40


$
0.40


$
0.40Weighted average common shares used in calculationsBasic


26,493



27,094



29,399



29,937



31,179Diluted


26,676



27,259



29,665



30,086



31,500Balance Sheet DataCurrent assets

$
75,179


$
73,845


$
68,618


$
105,545


$
160,926Total assets


203,829



199,597



180,543



210,320



254,708Long-term debt, including the short-term portion thereof


68,000



85,000



12,000







50,000Stockholders equity (deficit)

$
30,575


$
(14,495
)

$
48,200


$
89,256


$
96,182Share-based Compensation DataShare-based compensation expense

$
10,031


$
8,415


$
6,532


$
6,545


$
426  39




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
 Overview           40




---



##### 



and/or
    Restructuring,
    Reorganization and Expense Reduction Plan
      Investment
    in TRA
      Legal
    Expenses
   41




---



##### 



General
    Economic Conditions     Critical
    Accounting Policies and Estimates    Software development costs.
  Deferred income taxes.
  Form 10-K.
 42




---



##### 



Insurance Receivables.
   43




---



##### 



Results
    of Operations  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



NM



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 taxes






(462
)


462



NM







(0.1
)%Gain on sale, net of taxes






423



(423
)


NM







0.1
%Total loss from discontinued operations, net of taxes






(39
)


39



(100.0
)%






(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


$




      44




---



##### 



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.
 45




---



##### 



Selling, General, and
    Administrative.
  Restructuring and
    Reorganization.
  Equity in Net Income of
    Affiliates.
  Income Tax Expense.
  Net Income.
  EBIT and EBITDA.
   46




---



##### 



Comparison
    of Year Ended December 31, 2008 to Year Ended
    December 31, 2007
    Consolidated
    Statements of Income
    (Dollars in thousands, except per share amounts)
    (Unaudited)
  Years Ended


Increase


Percentage ofDecember 31,


(Decrease)


Revenue2008


2007


Dollars


Percent


2008


2007Revenue

$
368,824


$
338,469


$
30,355



9.0
%


100.0
%


100.0
%Costs and expensesCost of revenue


185,632



157,175



28,457



18.1
%


50.3
%


46.4
%Selling, general and administrative


85,315



79,516



5,799



7.3
%


23.1
%


23.5
%Research and development


41,412



42,496



(1,084
)


(2.6
)%


11.2
%


12.6
%Total costs and expenses


312,359



279,187



33,172



11.9
%


84.7
%


82.5
%Operating income


56,465



59,282



(2,817
)


(4.8
)%


15.3
%


17.5
%Equity in net income of affiliates


6,677



4,057



2,620



64.6
%


1.8
%


1.2
%Income from continuing operations before interest and tax expense


63,142



63,339



(197
)


(0.3
)%


17.1
%


18.7
%Interest income


623



2,118



(1,495
)


(70.6
)%


0.2
%


0.6
%Interest expense


2,216



665



1,551



233.2
%


0.6
%


0.2
%Income from continuing operations before income tax expense


61,549



64,792



(3,243
)


(5.0
)%


16.7
%


19.1
%Income tax expense


24,330



24,288



42



0.2
%


6.6
%


7.2
%Income from continuing operations


37,219



40,504



(3,285
)


(8.1
)%


10.1
%


12.0
%Discontinued operationsLoss from discontinued operations, net of taxes


(462
)


(324
)


(138
)


42.6
%


(0.1
)%


(0.1
)%Gain on sale, net of taxes


423







423



NM



0.1
%


0.0
%Total loss from discontinued operations, net of taxes


(39
)


(324
)


285



(88.0
)%


(0.0
)%


(0.1
)%Net income

$
37,180


$
40,180


$
(3,000
)


(7.5
)%


10.1
%


11.9
%Income per weighted average common shareBasicContinuing operations

$
1.37


$
1.38


$
(0.01
)


(0.7
)%Discontinued operations






(0.01
)


0.01



Net income per share, basic

$
1.37


$
1.37


$




0.0
%DilutedContinuing operations

$
1.37


$
1.37


$




0.0
%Discontinued operations






(0.01
)


0.01



Net income per share, diluted

$
1.36


$
1.35


$
0.01



0.7
%Cash dividends declared per common share

$
0.40


$
0.40


$




      47




---



##### 



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


IncreaseDecember 31,


(Decrease)2008


2007


Dollars


PercentOther data:EBIT(1)

$
63,142


$
63,339


$
(197
)


(0.3
)%EBITDA(1)

$
80,605


$
75,889


$
4,716



6.2
%EBIT and EBITDA Reconciliation(1)Income from continuing operations

$
37,219


$
40,504


$
(3,285
)


(8.1
)%Income tax expense


24,330



24,288



42



0.2
%Interest (income)


(623
)


(2,118
)


1,495



(70.6
)%Interest expense


2,216



665



1,551



233.2
%EBIT(1)


63,142



63,339



(197
)


(0.3
)%Depreciation and amortization


17,463



12,550



4,913



39.1
%EBITDA(1)

$
80,605


$
75,889


$
4,716



6.2
%     (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.    (Dollars in thousands)2008Cost of revenue

$
885Selling, general, and administrative


484Research and development


301Total costs and expenses

$
1,670   Revenue.
  Cost of Revenue.
  Selling, General, and
    Administrative.
 48




---



##### 



Research and Development.
  Equity in Net Income of
    Affiliates.
  Interest Income.
  Interest Expense.
  Net Income.
  EBIT and EBITDA.
 49




---



##### 



Liquidity
    and Capital Resources  Comparison
    of Year Ended December 31, 2009 to Year Ended
    December 31, 2008
    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
)     Operating activities.
    Investing activities. Form 10-K
  Financing activities.
   50




---



##### 



Comparison
    of Year Ended December 31, 2008 to Year Ended
    December 31, 2007
    As of December 31,


As of December 31,2008


2007


ChangeCash and cash equivalents

$
8,658


$
21,141


$
(12,483
)Working (deficit) capital

$
(28,592
)

$
(45,841
)

$
17,249Working capital, excluding deferred revenue

$
28,712


$
20,927


$
7,785Total long-term debt, excluding current portion

$
85,000


$
7,000


$
78,000   Operating activities.
  Investing activities.
  Form 10-K
  Financing activities.
  Credit
    Facility
  and/or
   51




---



##### 



Covenant

Threshold

ActualMaximum leverage ratio


3.0



0.71Minimum interest coverage ratio


3.0



69       Other
    Liquidity Matters
      Contractual
    Obligations
    Payments Due By PeriodLess Than


1 - 3


3 - 5


More Than1 Year


Years


Years


5 Years


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

$
701


$
68,682


$



$



$
69,383Operating leases(B)


8,858



15,603



10,255



20,691



55,407Purchase obligations(C)


9,977















9,977Contributions for retirement plans(D)


5,010















5,010Unrecognized tax benefits(E)


335



439



436







1,210$
24,881


$
84,724


$
10,691


$
20,691


$
140,987  52




---



##### 



(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
    $68.0 million for long-term borrowings, and
    $1.4 million for interest).(B)
    
    See Note 12 in the Notes to Consolidated Financial
    Statements.(C)
    
    Other than for PPM equipment purchases, we generally do not make
    unconditional, noncancelable purchase commitments. We enter into
    purchase orders in the normal course of business, and they
    generally do not exceed one-year terms.(D)
    
    Amount represents an estimate of our cash contribution for 2010
    for 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 $0.3 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   53




---



##### 



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


55Consolidated Balance Sheets as of
    December 31, 2009 and 2008


57Consolidated Statements of Income for the Years
    Ended December 31, 2009, 2008 and 2007


58Consolidated Statements of Stockholders
    Equity (Deficit) for the Years Ended December 31, 2009,
    2008 and 2007


59Consolidated Statements of Comprehensive Income
    for the Years Ended December 31, 2009, 2008 and 2007


60Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008, and 2007


61Notes to Consolidated Financial Statements


62Consolidated Schedule of Valuation and Qualifying
    Accounts


91   54




---



##### 



Report
    of Independent Registered Public Accounting Firm           Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans Compensation-Retirement Benefits
  Internal Control  Integrated Framework
  KPMG
    LLP
    55




---



##### 



Report
    of Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control - Integrated Framework
    KPMG
    LLP
    56




---



##### 



ARBITRON
    INC.Consolidated Balance Sheets
    December 31, 2009 and 2008
    (In thousands, except par value data)
  2009


2008AssetsCurrent assetsCash and cash equivalents

$
8,217


$
8,658Trade accounts receivable, net of allowance for doubtful
    accounts of $4,708 in 2009 and $2,598 in 2008


52,607



50,037Inventory


532



2,507Prepaid expenses and other current assets


8,841



10,167Deferred tax assets


4,982



2,476Total current assets


75,179



73,845Investment in affiliates


16,938



14,901Property and equipment, net


67,903



62,930Goodwill, net


38,500



38,500Other intangibles, net


809



950Noncurrent deferred tax assets


4,130



7,576Other noncurrent assets


370



895Total assets

$
203,829


$
199,597Liabilities and Stockholders Equity (Deficit)Current liabilitiesAccounts payable

$
14,463


$
15,401Accrued expenses and other current liabilities


28,305



29,732Deferred revenue


43,148



57,304Total current liabilities


85,916



102,437Long-term debt


68,000



85,000Other noncurrent liabilities


19,338



26,655Total liabilities


173,254



214,092Commitments and contingencies






Stockholders equity (deficit)Preferred stock, $100.00 par value, 750 shares
    authorized, no shares issued






Common stock, $0.50 par value, 500,000 shares
    authorized, 32,338 shares issued as of December 31,
    2009, and 2008


16,169



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


(239,042
)


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


267,305



226,345Common stock held in treasury, 5,750 shares in 2009 and
    5,928 shares in 2008


(2,875
)


(2,964
)Accumulated other comprehensive loss


(10,982
)


(15,003
)Total stockholders equity (deficit)


30,575



(14,495
)Total liabilities and stockholders equity (deficit)

$
203,829


$
199,597    57




---



##### 



ARBITRON
    INC.Consolidated Statements of
    Income
    Years Ended December 31, 2009, 2008, and 2007
    (In thousands, except per share data)
  2009


2008


2007Revenue

$
384,952


$
368,824


$
338,469Costs and expensesCost of revenue


196,269



185,632



157,175Selling, general and administrative


81,866



85,315



79,516Research and development


42,008



41,412



42,496Restructuring and reorganization


9,968







Total costs and expenses


330,111



312,359



279,187Operating income


54,841



56,465



59,282Equity in net income of affiliate(s)


7,637



6,677



4,057Income from continuing operations before interest and income tax
    expense


62,478



63,142



63,339Interest income


49



623



2,118Interest expense


1,395



2,216



665Income from continuing operations before income tax expense


61,132



61,549



64,792Income tax expense


18,972



24,330



24,288Income from continuing operations


42,160



37,219



40,504Discontinued operationsLoss from discontinued operations, net of taxes






(462
)


(324
)Gain on sale of discontinued operations, net of taxes






423



Total loss from discontinued operations, net of taxes






(39
)


(324
)Net income

$
42,160


$
37,180


$
40,180Income per weighted-average common shareBasicContinuing operations

$
1.59


$
1.37


$
1.38Discontinued operations










(0.01
)Net income

$
1.59


$
1.37


$
1.37DilutedContinuing operations

$
1.58


$
1.37


$
1.37Discontinued operations










(0.01
)Net income

$
1.58


$
1.36


$
1.35Weighted-average common shares used in calculationsBasic


26,493



27,094



29,399Potentially dilutive securities


183



165



266Diluted


26,676



27,259



29,665Dividends declared per common share outstanding

$
0.40


$
0.40


$
0.40      58




---



##### 



ARBITRON
    INC.Consolidated Statements of
    Stockholders Equity (Deficit)Years Ended December 31, 2009, 2008, and 2007
    (In thousands)
  NetDistributionsto Parent


Retained





AccumulatedNumber of








Prior to


Earnings


Common Stock


Other


TotalShares


Common


Additional


March 31, 2001


Subsequent


Held in


Comprehensive


StockholdersOutstanding


Stock


Paid-in Capital


Spin-off


to Spin-off


Treasury


Loss


Equity (Deficit)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 expense


























(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
)


48,200Net 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


347















10,065



164







10,229Noncash share-based compensation


















8,406



9







8,415Common stock repurchased


(2,247
)














(98,876
)


(1,123
)






(99,999
)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


178















1,188



89







1,277Noncash 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
)

$
30,575    59




---



##### 



ARBITRON
    INC.Consolidated Statements of
    Comprehensive IncomeYears Ended December 31, 2009, 2008, and 2007
    (In thousands)
  2009


2008


2007Net income

$
42,160


$
37,180


$
40,180Other comprehensive (loss) income, net of taxChange in foreign currency translation adjustment, net of tax
    benefit (expense) of $16, $429, and $(19) for 2009, 2008, and
    2007, respectively


(26
)


(658
)


34Change in retirement liabilities, net of tax (expense) benefit
    of $(2,647), $4,809, and $(90) for 2009, 2008, and 2007,
    respectively


4,047



(7,659
)


108Other comprehensive (loss) income


4,021



(8,317
)


142Comprehensive income

$
46,181


$
28,863


$
40,322    60




---



##### 



ARBITRON
    INC.Consolidated Statements of Cash FlowsYears Ended December 31, 2009, 2008, and 2007
    (In thousands)
  2009


2008


2007Cash flows from operating activitiesNet income

$
42,160


$
37,180


$
40,180Less: loss from discontinued operations, net of taxes






(39
)


(324
)Income from continuing operations


42,160



37,219



40,504Adjustments to reconcile income from continuing operations to
    net cash provided by operating activitiesDepreciation and amortization of property and equipment


23,228



17,161



11,773Amortization of intangible assets


141



302



777Loss on asset disposals


2,088



1,550



1,263Loss due to retirement plan settlements


1,803



1,670



Asset impairment charges






48



831Deferred income taxes


(1,690
)


2,400



1,768Reduced tax benefits on share-based awards


(1,822
)






Equity in net income of affiliate(s)


(7,637
)


(6,677
)


(4,057
)Distributions from affiliate


9,000



8,100



7,800Bad debt expense


2,723



1,636



1,175Non-cash share-based compensation


10,031



8,415



6,532Changes in operating assets and liabilitiesTrade accounts receivable


(5,293
)


(17,502
)


(4,813
)Prepaid expenses and other assets


2,148



(6,184
)


124Inventory


1,856



(1,678
)


2,964Accounts payable


(3,157
)


5,352



485Accrued expense and other current liabilities


(1,672
)


2,307



(3,558
)Deferred revenue


(14,156
)


(9,464
)


1,175Other noncurrent liabilities


(2,427
)


1,426



121Net operating activities from discontinued operations






(1,194
)


198Net cash provided by operating activities


57,324



44,887



65,062Cash flows from investing activitiesAdditions to property and equipment


(31,681
)


(32,005
)


(25,333
)Purchases of short-term investments










(170,545
)Proceeds from sales of short-term investments










198,170Investments in affiliate


(3,400
)


(1,062
)


(2,885
)Payments for business acquisition






(522
)


Net investing activities from discontinued operations






2,123



(60
)Net cash used in investing activities


(35,081
)


(31,466
)


(653
)Cash flows from financing activitiesProceeds from stock option exercises and stock purchase plan


988



10,331



21,347Stock repurchases






(99,999
)


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






830



2,609Dividends paid to stockholders


(10,584
)


(11,022
)


(11,914
)Increase in bank overdraft payables


3,833







Borrowings issued on long-term debt


33,000



140,000



35,000Payments of long-term debt


(50,000
)


(67,000
)


(23,000
)Net cash used in financing activities


(22,763
)


(26,860
)


(75,958
)Effect of exchange rate changes on cash and cash equivalents


79



(31
)


37Net decrease in cash and cash equivalents


(441
)


(13,470
)


(11,512
)Cash and cash equivalents at beginning of year


8,658



22,128



33,640Cash and cash equivalents at end of year

$
8,217


$
8,658


$
22,128Cash and cash equivalents from continuing operations at end of
    year


8,217



8,658



21,141Cash and cash equivalents from discontinued operations at end of
    year










987Cash and cash equivalents at end of year

$
8,217


$
8,658


$
22,128    61




---



##### 



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
    Cash
    Equivalents
   62




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Short-term
    Investments
  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       Investment
    in Affiliates
   63




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Goodwill
    and Other Intangibles
      Impairment
    of Long-Lived Assets
    Income
    Taxes
    Net
    Income per Weighted Average Common Share
   64




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Translation
    of Foreign Currencies
    Advertising
    Expense
    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).
 65




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   3.
    Discontinued
    Operation  Form 10-K
  Years Ended December 31,Results of Operations of Discontinued Operations

2008


2007Revenue

$
1,011


$
13,578Operating (loss) income


(791
)


119Net interest income


7



126(Loss) income before income tax benefit (expense)


(784
)


245Income tax benefit (expense)


322



(569
)Loss from discontinued operations, net of taxes


(462
)


(324
)Gain on sale, net of taxes


423



Total loss from discontinued operations, net of tax

$
(39
)

$
(324
)     4.
    Investment
    in Affiliates    December 31,


December 31,2009


2008Scarborough

$
13,538


$
14,901Equity investments


13,538



14,901TRA preferred stock


3,400



Other investments


3,400



Equity and other investments

$
16,938


$
14,901      66




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Summary
    of Investment Activity in Affiliates (in thousands)
  Year Ended December 31, 2009


Year Ended December 31, 2008


Year Ended December 31, 2007Project








ProjectScarborough


TRA


Total


Scarborough


Apollo LLC


Total


Scarborough


Apollo LLC


TotalBeginning balance

$
14,901


$



$
14,901


$
14,420


$
842


$
15,262


$
13,907


$



$
13,907Equity in net income (loss)


7,637







7,637



8,581



(1,904
)


6,677



8,313



(4,256
)


4,057Distributions


(9,000
)






(9,000
)


(8,100
)






(8,100
)


(7,800
)






(7,800
)Non-cash investments






























2,213



2,213Cash investments






3,400



3,400







1,062



1,062







2,885



2,885Ending balance

$
13,538


$
3,400


$
16,938


$
14,901


$



$
14,901


$
14,420


$
842


$
15,262   out-of-home
      5.
    Property
    and Equipment    2009


2008Purchased and internally developed software

$
53,811


$
44,463Portable People Meter equipment


38,155



28,915Computer equipment


19,946



17,327Leasehold improvements


16,298



14,435Machinery, furniture and fixtures


9,443



8,828137,653



113,968Accumulated depreciation and amortization


(69,750
)


(51,038
)Property and equipment, net

$
67,903


$
62,930   67




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  For the Years Ended December 31,Additional Information

2009


2008


2007Depreciation and Amortization:Cost of Revenue

$
20,702


$
15,086


$
9,513Selling, general, and administrative


2,207



1,731



1,891Research and development


319



344



369Depreciation and amortization expense

$
23,228


$
17,161


$
11,773Impairment charges

$



$
48


$
831Interest capitalized during the year

$
52


$
107


$
42   6.
    Goodwill
    and Other Intangible Assets      2009

2008

2007Amortization expense for other intangible assets

$
141


$
302


$
777     Amount2010

$
1412011

$
1412012

$
1412013

$
1412014

$
141Thereafter

$
104   7.
    Restructuring
    and Reorganization Initiative   68




---



##### 



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

2009Beginning liability as of January 1, 2009

$
Costs incurred and charged to expense


9,968Costs paid during the year


(7,683
)Less: non-cash charges


(1,803
)Ending liability as of December 31, 2009

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


December 31,2009


2008Insurance recovery receivables

$
4,391


$
5,775Survey participant incentives and prepaid postage


2,172



2,615Other


2,278



1,777Prepaids and other current assets

$
8,841


$
10,167   incurred-to-date
   69




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   9.
    Accrued
    Expenses and Other Current Liabilities    2009


2008Employee compensation and benefits

$
20,089


$
18,609Royalties due to Scarborough


5,448



6,318Dividend payable


2,646



2,633Other


122



2,172$
28,305


$
29,732   10.
    Long-term
    Debt  and/or
       70




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        11.
    Accumulated
    Other Comprehensive Loss    2009


2008Retirement plan liabilities, net of tax

$
(10,672
)

$
(14,719
)Foreign currency translation, net of tax


(310
)


(284
)Accumulated other comprehensive loss

$
(10,982
)

$
(15,003
)   12.
    Commitments
    and Contingencies  Leases
   71




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007Summary of rental expenseMinimum rentals

$
9,724


$
9,854


$
9,630Less: Sublease rentals


(859
)


(836
)


(737
)Rental expense

$
8,865


$
9,018


$
8,893Summary of future lease commitments2010

$
8,8582011


8,3932012


7,2102013


5,6672014


4,588Thereafter


20,691Minimum payments required(a)

$
55,407     (a)
    
    Minimum payments have not been reduced by sublease rentals of
    $3,588 due in the future under noncancelable subleases.  Legal
    Matters
      13.
    Income
    Taxes   72




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007Income from continuing operations before income tax expense:U.S.

$
59,853


$
61,898


$
64,562International


1,279



(349
)


230Total

$
61,132


$
61,549


$
64,792Income tax expense:Current:U.S.

$
18,464


$
19,628


$
20,817State, local and foreign


2,198



2,302



1,703Total


20,662



21,930



22,520Deferred:U.S.


1,310



469



478State, local and foreign


(3,000
)


1,931



1,290Total


(1,690
)


2,400



1,768$
18,972


$
24,330


$
24,288U.S. statutory rate


35.0
%


35.0
%


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

$
21,396


$
21,542


$
22,677State income taxes, net of federal benefit


2,904



2,770



1,902Tax-exempt interest income










(613
)Meals and entertainment


199



294



358Foreign tax credit and capital loss carryforward






282



(452
)(Decrease) increase in valuation allowance for foreign tax credit






(282
)


452State NOLs recognized


(4,801
)






(12
)Adjustments to tax liabilities


207



257



294Other


(933
)


(533
)


(318
)Income tax expense

$
18,972


$
24,330


$
24,288Effective tax rate


31.0
%


39.5
%


37.5
%        73




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      TotalBalance at January 1, 2009

$
1,420Increases related to current year tax positions


436Increases related prior years tax positions


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


(187
)Balance at December 31, 2009

$
2,210          74




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008Deferred tax assetsCurrent deferred tax assetsAccruals

$
3,688


$
2,273Net operating loss carryforwards


1,294



2034,982



2,476Noncurrent deferred tax assetsBenefit plans

$
9,191


$
11,213Depreciation


701



1,526Accruals


782



731Net operating loss carryforwards


2,440



Share-based compensation


6,595



5,378Partnership interest


2,024



2,285Other


1,006



1,09322,739



22,226Less valuation allowance


(332
)


(332
)Total deferred tax assets


27,389



24,370Deferred tax liabilitiesNoncurrent deferred tax liabilitiesGoodwill and other intangible amortization

$
(16,151
)

$
(12,097
)Benefit plans


(1,672
)


(2,084
)Other


(454
)


(137
)Total deferred tax liabilities


(18,277
)


(14,318
)Net deferred tax assets

$
9,112


$
10,052       14.
    Retirement
    Plans  Adoption
    of Measurement Date Provisions
   75




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Recognition
    of Retirement Plan Settlements
        (Dollars in thousands)2009


2008Cost of revenue

$



$
885Selling, general, and administrative






484Research and development






301Restructuring and reorganization


1,803



Total costs and expenses

$
1,803


$
1,670     Pension
    Benefits
     76




---



##### 



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:
 77




---



##### 



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

2009


2008


2007Service cost of benefits

$
790


$
783


$
869Interest cost


1,847



2,026



1,781Expected return on plan assets


(2,172
)


(2,423
)


(2,208
)Amortization of net actuarial loss


992



728



661Amortization of prior service cost


22



22



22Total

$
1,479


$
1,136


$
1,125Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive lossNet actuarial (gain) loss arising this period


(2,295
)


12,229



696Actuarial loss charged to expense due to settlement


(1,521
)


(1,670
)


Net actuarial loss amortized this period


(992
)


(728
)


(661
)Prior service cost amortized this period


(22
)


(22
)


(22
)Recognized in other comprehensive (income) loss


(4,830
)


9,809



13Recognized in net periodic pension cost and othercomprehensive (income) loss

$
(3,351
)

$
10,945


$
1,138Measurement date change adjustment recognized directlyinto accumulated other comprehensive lossNet actuarial loss


N/A


$
(182
)


N/APrior service cost


N/A


$
(6
)


N/A  78




---



##### 



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

$
1,2962011

$
1,4692012

$
1,5132013

$
1,5962014

$
1,7122015  2019

$
14,224    79




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension PlanTwelve Months Ended


Fifteen Months EndedDecember 31,


December 31,2009


2008Change in projected benefit obligationAt beginning of period

$
36,302


$
34,889Service cost


790



979Interest cost


1,847



2,532Plan participants contributions


284



392Actuarial (gain) loss


(420
)


2,171Benefits paid


(4,043
)


(4,661
)At end of period

$
34,760


$
36,302Change in fair value of plan assetsAt beginning of period

$
22,337


$
32,273Actual return on plan assets


4,047



(7,029
)Employer contribution


1,962



1,362Plan participants contributions


284



392Benefits paid


(4,043
)


(4,661
)At end of period

$
24,587


$
22,337Funded status  net pension liability at year
    end

$
(10,173
)

$
(13,965
)Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
14,436


$
19,244Prior service cost

$



$
22Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent
    periodNet actuarial loss

$
1,052


$
994Prior service cost

$



$
22Measurement date adjustment to retained earnings


N/A


$
284Weighted-average assumptionsDiscount rate  components of cost


5.37
%


6.00
%Discount rate  benefit obligations


5.52
%


5.37
%Expected return on plan assets


8.00
%


8.00
%Rate of compensation increase


N/A



N/A   Supplemental
    Retirement Benefits
   80




---



##### 



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

$
3,1002011

$
2822012

$
2372013

$
2082014

$
3382015 - 2019

$
834     Net periodic cost

2009


2008


2007Service cost of benefits

$
93


$
118


$
130Interest cost


318



234



209Amortization of net actuarial loss


431



184



193Amortization of prior service credit


(16
)


(22
)


(22
)Total

$
826


$
514


$
510Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive loss (income)Net actuarial (gain) loss arising this

$
(1,104
)

$
2,726


$
71periodNet actuarial loss amortized this period


(431
)


(184
)


(193
)Actuarial loss due to settlement


(267
)






Prior service credit due to curtailment


6







Prior service credit amortized this


16



22



22periodRecognized in other comprehensive (income) loss

$
(1,780
)

$
2,564


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

$
(954
)

$
3,078


$
410    81




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Supplemental Retirement PlansTwelve Months Ended


Fifteen Months EndedDecember 31,


December 31,2009


2008Change in projected benefit obligationAt beginning of period

$
7,028


$
4,001Service cost


93



145Interest cost


318



285Plan participants contributions


26



48Actuarial (gain) loss


(1,104
)


2,726Benefits paid


(662
)


(177
)Curtailment


21



At end of period

$
5,720


$
7,028Change in fair value of plan assetsAt beginning of period

$



$
Actual return on plan assets






Employer contribution


636



129Plan participants contributions


26



48Benefits paid


(662
)


(177
)At end of period

$



$
Funded status

$
(5,720
)

$
(7,028
)Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
2,429


$
4,231Prior service credit

$



$
(22
)Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent
    periodNet actuarial loss

$
214


$
557Prior service credit

$



$
(22
)Measurement date adjustment to retained earnings


N/A


$
105Weighted-average assumptionsDiscount rateComponents of cost


5.37
%


6.00
%Benefit obligations


5.52
%


5.37
%Expected return on plan assets


N/A



N/ARate of compensation increase


N/A



N/AMeasurement date change adjustment recognized directly into
    accumulated other comprehensive lossNet actuarial loss


N/A


$
(33
)Prior service credit


N/A


$
6  82




---



##### 



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

$
1102011

$
1192012

$
1202013

$
1292014

$
1502015-2019

$
769     Net Periodic Cost

2009


2008


2007Service cost of benefits

$
49


$
41


$
39Interest cost


92



94



87Amortization of net actuarial loss


43



34



44Total

$
184


$
169


$
170Other changes in plan assets and projected benefit obligation
    recognized in other comprehensive loss (income)Net actuarial loss (gain) arising this period

$
(41
)

$
129


$
(67
)Net actuarial loss amortized this period


(43
)


(34
)


(44
)Recognized in other comprehensive (income) loss

$
(84
)

$
95


$
(111
)Recognized in net periodic cost and other comprehensive loss

$
100


$
264


$
59Measurement date change adjustment recognized directly into
    accumulated other comprehensive lossNet actuarial loss


N/A


$
(8
)


N/A  83




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Postretirement PlanTwelve Months Ended


Fifteen Months EndedDecember 31,


December 31,2009


2008Change in benefit obligation during the periodAt beginning of period

$
1,750


$
1,548Service cost


49



51Interest cost


92



118Plan participants contributions


47



48Actuarial loss (gain)


(41
)


129Benefits paid


(114
)


(144
)At end of period

$
1,783


$
1,750Change in fair value of plan assetsAt beginning of period

$



$
Employer contribution


67



96Plan participants contributions


47



48Benefits paid


(114
)


(144
)At end of period

$



$
Funded status

$
(1,783
)

$
(1,750
)Contributions between measurement date and year end


N/A



N/ANet post retirement liability at fiscal year end

$
(1,783
)

$
(1,750
)Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
526


$
610Measurement date adjustment to retained earnings


N/A


$
42Estimated amounts of accumulated other comprehensive loss to
    be recognized as net periodic cost during the subsequent
    periodNet actuarial loss

$
36


$
43Weighted-average assumptionsDiscount rateComponents of cost


5.37
%


6.00
%Benefit obligations


5.17
%


5.37
%Expected return on plan assets


N/A



N/ARate of compensation increase


N/A



N/A    84




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  401(k)
    Plan
    15.
    Share-Based
    Compensation    2009


2008


2007Cost of revenue

$
451


$
756


$
681Selling, general and administrative


9,438



7,131



5,431Research and development


142



528



420Share-based compensation

$
10,031


$
8,415


$
6,532     and/or
    Stock
    Options
  10-year 10-year
 85




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Assumptions for options granted toemployees and nonemployee directors

2009

2008

2007Expected volatility

31.88 - 35.31%

23.99 - 31.31%

24.61 - 26.52%Expected dividends

1.91 - 2.95%

1.00 - 3.00%

1.00%Expected term (in years)

5.75 - 6.25

5.50 - 6.00

5.75 - 6.25Risk-free rate

2.13 - 2.94%

1.44 - 3.44%

3.43 - 4.91%Weighted-average volatility

33.96%

25.26%

25.45%Weighted-average dividends

2.22%

1.01%

1.00%Weighted-average term (in years)

5.96

5.93

5.94Weighted-average risk-free rate

2.47%

2.90%

4.59%Weighted-average grant date fair value

$5.31

$11.40

$14.86     Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


Intrinsic ValueOptions

Shares


Exercise Price


Term (Years)


(In thousands)Outstanding at January 1, 2009


1,713,557


$
39.93Granted


1,621,553



18.37Exercised


(2,836
)


23.91Forfeited or expired


(480,113
)


33.99Outstanding at December 31, 2009


2,852,161


$
28.69



7.54


$
7,797Vested or expected to vest at December 31, 2009


2,849,807


$
28.70



7.53


$
7,781Exercisable at December 31, 2009


1,334,543


$
37.94



5.66


$
367  86




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009

2008

2007(In thousands)Intrinsic value of stock options exercised

$
3


$
3,688


$
7,787Cash received from stock options exercised

$
68


$
9,071


$
19,934   Nonvested
    Share Awards
    Weighted-AverageNonvested Share Awards

Shares


Grant-Date Fair ValueOutstanding at January 1, 2009


210,480


$
43.97Granted


340,534



18.37Vested


(108,657
)


38.75Cancellations


(62,388
)


38.30Nonvested at December 31, 2009


379,969


$
23.45Expected to vest at December 31, 2009


379,710


$
23.46     Deferred
    Stock Units
    Weighted-AverageNonvested Deferred Stock Units

Shares


Grant-Date Fair ValueOutstanding at January 1, 2009


24,119


$
42.46Granted


38,175



19.30Vested


(62,294
)


28.26Nonvested at December 31, 2009






Vested at December 31, 2009


127,204


$
34.21    87




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009

2008

2007Shares granted to employee directors


22,529



21,667



21,667Shares granted to nonemployee directors


15,646



9,219



4,786Fair value of shares vested

$
1,369


$
570


$
778   Employee
    Stock Purchase Plan
    2009

2008

2007Number of ESPP shares issued


102,081



46,091



35,078Amount of proceeds received from employees

$
1,233


$
1,158


$
1,327Share-based compensation expense

$
385


$
292


$
309   16.
    Significant
    Customers and Concentration of Credit Risk    2009

2008

2007Quantitative radio audience ratings and related software
    licensing


90
%


89
%


88
%     17.
    Financial
    Instruments    18.
    Stock
    Repurchases   88




---



##### 



ARBITRON
    INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      19.
    Subsequent
    Events  Form 10-K.
  20.
    Enterprise-Wide
    Information    2009


2008


2007Service RevenuesRadio audience ratings services

$
316,207


$
297,132


$
267,804Local market consumer information services


34,991



36,872



36,393Software applications


33,754



34,820



34,272Total revenues

$
384,952


$
368,824


$
338,469     United States

International(1)

Total2009Revenues

$
379,055


$
5,897


$
384,9522008Revenues

$
364,425


$
4,399


$
368,8242007Revenues

$
333,164


$
5,305


$
338,469     (1)
    
    The revenues of the individual countries comprising these
    amounts are not significant enough to require separate
    disclosure. 89




---



##### 



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 312009Revenue

$
98,489


$
86,799


$
98,123


$
101,541Gross profit


58,960



31,037



53,669



45,017Income from continuing operations


12,341



3,496



13,719



12,604Income from discontinued operations, net of taxes














Net income

$
12,341


$
3,496


$
13,719


$
12,604Income per weighted average common shareBasicContinuing operations

$
0.47


$
0.13


$
0.52


$
0.47Discontinued operations














Net income

$
0.47


$
0.13


$
0.52


$
0.47DilutedContinuing operations

$
0.46


$
0.13


$
0.51


$
0.47Discontinued operations














Net income

$
0.46


$
0.13


$
0.51


$
0.47Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.102008Revenue

$
94,065


$
78,655


$
102,526


$
93,578Gross profit


58,955



26,070



60,731



37,436Income from continuing operations


16,312



625



16,900



3,382(Loss) income from discontinued operations, net of taxes


(45
)


(25
)


55



(24
)Net income

$
16,267


$
600


$
16,955


$
3,358Income per weighted average common shareBasicContinuing operations

$
0.58


$
0.02


$
0.63


$
0.13Discontinued operations














Net income

$
0.58


$
0.02


$
0.64


$
0.13DilutedContinuing operations

$
0.58


$
0.02


$
0.63


$
0.13Discontinued operations














Net income

$
0.57


$
0.02


$
0.63


$
0.13Dividends per common share

$
0.10


$
0.10


$
0.10


$
0.10    90




---



##### 



Arbitron
    Inc.Consolidated Schedule of Valuation and Qualifying
    Accounts
    For the Years Ended December 31, 2009, 2008, and 2007 (In
    thousands)
  2009


2008


2007Allowance for doubtful trade accounts receivable:Balance at beginning of year

$
2,598


$
1,688


$
1,397Additions charged to expenses


2,723



1,636



1,162Write-offs net of recoveries


(613
)


(726
)


(871
)Balance at end of year

$
4,708


$
2,598


$
1,688  91




---



##### 



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   92




---



##### 



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


3,226,219


$
27.67



775,603Equity compensation plans not approved by security holders


133,115


$
43.66



38,535Total


3,359,334


$
28.30



814,138   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   93




---



##### 



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      
    Independent Registered Public Accounting Firm Reports
    Consolidated Balance Sheets as of December 31, 2009 and 2008
    Consolidated Statements of Income for the Years Ended
    December 31, 2009, 2008 and 2007
    Consolidated Statements of Stockholders Equity Deficit for
    the Years Ended December 31, 2009, 2008 and 2007
    Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2009, 2008 and 2007
    Notes to Consolidated Financial Statements for the Years Ended
    December 31, 2009, 2008 and 2007      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

2/27/07(10)


Executive Compensation Plans and Arrangements10
.1

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

10-K

1-1969


10
.10

3/08/05 94




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.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

Arbitron Inc. 2008 Equity Compensation Plan, effective as of
    May 13, 2008

10-Q

1-1969


10
.1

11/04/0810
.16

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

10-K

1-1969


10
.25

3/02/0910
.17

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

10-Q

1-1969


10
.1

5/07/0910
.18

Form of 2008 Equity Compensation Plan Director Deferred Stock
    Unit Agreement

10-Q

1-1969


10
.2

5/07/0910
.19

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

10-Q

1-1969


10
.3

5/07/0910
.20

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

10-Q

1-1969


10
.1

8/05/0910
.21

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

10-Q

1-1969


10
.2

8/05/09 95




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.22

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

10-Q

1-1969


10
.3

8/05/0910
.23

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












*10
.24

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












*10
.25

CEO Deferral Election Form for Restricted Stock

8-K

1-1969


10
.1

4/03/0610
.26

CEO Deferred Stock Unit Agreement, entered into and effective as
    of March 31, 2006, by and between Arbitron Inc. and Stephen
    B. Morris

8-K

1-1969


10
.2

4/03/0610
.27

Form of Executive Retention Agreement

10-Q

1-1969


10
.3

11/04/0810
.28

Arbitron Inc. Employee Stock Purchase Plan, effective as of
    May 13, 2008

10-Q

1-1969


10
.2

11/04/0810
.29

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
.30

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

8/03/0610
.31

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
.32

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
.33

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
.34

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
.35

Executive Transition Agreement between Arbitron Inc. and Stephen
    B. Morris, dated December 30, 2008

10-K

1-1969


10
.12

3/02/09 96




---



##### 



Incorporated by ReferenceSEC FileExhibit No.

Exhibit Description

Form

No.

Exhibit

Filing Date

Filed Herewith10
.36

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

10-K

1-1969


10
.13

3/02/0910
.37

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
.38

Settlement Agreement and General Release, effective as of
    January 11, 2010, by and between Arbitron Inc. and Michael
    P. Skarzynski












*10
.39

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
.40

Executive Employment Agreement, dated as of March 2, 2009,
    by and between Arbitron Inc. and Dr. Robert Henrick

10-Q

1-1969


10
.6

5/07/0910
.41

Form of Waiver and Amendment of Executive Retention Agreement

10-Q

1-1969


10
.4

8/05/0910
.42

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

11/04/0910
.43

Executive Employment Agreement, effective as of
    February 11, 2010, by and between Arbitron Inc. and William
    T. Kerr












*10
.44

CEO Non-Statutory Stock-Option Agreement, entered into and
    effective as of February 11, 2010, by and between Arbitron
    Inc. and William T. Kerr












*10
.45

CEO Deferred Stock Unit Agreement, entered into and effective as
    of February 11, 2010, by and between Arbitron Inc. and
    William T. Kerr












*10
.46

Amended and Restated Schedule of Non-Employee Director
    Compensation












*21


Subsidiaries of Arbitron Inc.












*23


Consent of Independent Registered Public Accounting Firm












*24


Power of Attorney












*31
.1

Certification of Chief Executive Officer pursuant to Securities
    Exchange Act of 1934 Rule 13a  14(a)












*31
.2

Certification of Chief Financial Officer pursuant to Securities
    Exchange Act of 1934 Rule 13a  14(a)












*32
.1

Certifications of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes Oxley Act of 2002












*     *
    
    Filed or furnished herewith**
    
    A request for confidential treatment has been submitted with
    respect to this exhibit. The copy filed as an exhibit omits the
    information subject to the request for confidential treatment. 97




---



##### 



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)

March 1, 2010/s/  Sean
    R. CreamerSean
    R. Creamer

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

March 1, 2010*Shellye
    L. Archambeau

Director*David
    W. Devonshire

Director*John
    A. Dimling

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



March 1, 2010  98