STOCKHOLDER INFORMATION ‰ APRIL 2013

Arbitron Executives Arbitron Board of Directors

Sean R. CreamerPresident & Chief Executive Officer

Debra DelmanExecutive Vice President,Finance and Chief Financial Officer

Manish BhatiaExecutive Vice President,New Product Innovation

Carol HanleyExecutive Vice President,Chief Sales & Marketing Officer

V. Scott HenryExecutive Vice President, Technology Solutions

Marilou LeggeExecutive Vice President, Organization Effectiveness &Corporate Communications

Gregg LindnerExecutive Vice President,Service Innovation and Chief Research Officer

Steven M. SmithExecutive Vice President, Survey Operations

Timothy T. SmithExecutive Vice President,Business Development & Strategy and Chief LegalOfficer

Philip GuarascioChairman of Arbitron Inc.; Chairman and ChiefExecutive Officer, PG Ventures LLC; formerly VicePresident and General Manager, General MotorsCorporation in charge of North America Advertisingand Corporate Marketing

Shellye ArchambeauChief Executive Officer, MetricStream, Inc.

Sean R. CreamerPresident & Chief Executive Officer, Arbitron Inc.

David W. DevonshireFormerly Executive Vice President and Chief FinancialOfficer, Motorola, Inc.

John DimlingAdvisor, C3 Metrics; Formerly Chairman, President,and Chief Executive Officer, Nielsen MediaResearch, Inc.; Inductee, Market Research Council’sHall of Fame

Erica FarberPresident and Chief Executive Officer, Radio Advertis-ing Bureau; formerly CEO of The Farber ConnectionLLC; formerly Publisher/President of Radio & Records

Ronald G. GarriquesChief Executive Officer and Chairman of Gee HoldingsLLC; formerly President of Dell Inc. CommunicationSolutions Group

William T. KerrFormerly President & Chief Executive Officer,Arbitron Inc.

Larry E. KittelbergerFormerly Senior Vice President, Technology andOperationsHoneywell International Inc.

Luis G. NogalesManaging Partner, Nogales Investors LLC

Richard A. PostFormerly President and Chief Executive Officer ofAutobytel Inc.; formerly Executive Vice Presidentand Chief Financial Officer of MediaOne Group, Inc.

2 © 2013 Arbitron Inc. All rights reserved.

STOCKHOLDER INFORMATION ‰ APRIL 2013

Investor Information

Independent AuditorsKPMG LLP, Baltimore, MD

CounselMorrison & Foerster LLP, Washington, DC

Annual MeetingThe annual meeting will be held at the Four SeasonsHotel New York, 57 East 57th Street, New York, NewYork, 10022, on Tuesday, May 21, 2013, at 9:00AMlocal time. Formal notice will be sent to stockholders ofrecord as of April 1, 2013.

Number of HoldersThe number of Arbitron registered common stock-holders on April 1, 2013, was approximately 2,733.

Stockholder RecordsIf you have questions concerning your Arbitron stock,please write or call Arbitron’s transfer agent and registrar.

Transfer Agent and RegistrarBroadridge(855) 449-0992(720) 378-5963 (Outside the U.S. and Canada)(855) 627-5080 (Hearing impaired—TDD Phone)(720) 399-2074 (Foreign Hearing impaired—TDD Phone)Email: shareholder@broadridge.comURL: https://investor.broadridge.com

Address Shareholder Inquiries to:Arbitron Inc.c/o Broadridge Corporate Issuer Solutions, Inc.P. O. Box 1342Brentwood, NY 11717

Send Certificates for Transfer and Address Changes to:Arbitron Inc.c/o Broadridge Corporate Issuer Solutions, Inc.P. O. Box 1342Brentwood, NY 11717

Send Dividend Reinvestment Transactions to:Arbitron Inc.c/o Broadridge Corporate Issuer Solutions, Inc.P. O. Box 1342Brentwood, NY 11717

For overnight delivery services:Arbitron Inc.Broadridge Corporate Issuer Solutions, Inc.1155 Long Island AvenueAttn: IWSEdgewood, NY 11717

Investor InquiriesSecurities analysts, investment managers, and othersseeking information about Arbitron should contactThom Mocarsky, Senior Vice President, CorporateCommunications and Investor Relations at (410) 312-8239 or investor.relations@arbitron.com.

Arbitron’s Websitehttp://www.arbitron.com

Information ResourcesOur Annual Report on Form 10-K for the year endedDecember 31, 2012, Proxy Statement, QuarterlyReports on Form 10-K, and other publicationsregarding our company can be accessed atwww.arbitron.com. They are also available free ofcharge, upon request, by writing to:

Stockholder ServicesArbitron Inc.9705 Patuxent Woods Drive, Columbia, MD21046-1572Email: stockholder.services@arbitron.com

Or visit us on the web: http://www.arbitron.com/investors

Exchange ListingArbitron is listed on the New York Stock Exchangeunder the symbol “ARB.”

Securities and Exchange Commission and NewYork Stock Exchange CertificationsThe certifications of the chief executive officer andchief financial officer of Arbitron, required to be filedwith the Securities and Exchange Commission pur-suant to Section 302 of the Sarbanes-Oxley Act of2002 regarding the quality of its public disclosure,have been filed as exhibits 31.1 and 31.2, respectively,in Arbitron’s Annual Report on Form 10-K for theyear ended December 31, 2012. Arbitron has alsosubmitted to the New York Stock Exchange (NYSE) acertificate of the CEO certifying that he is not aware ofany violation by Arbitron of NYSE corporate gover-nance listing standards.

3 © 2013 Arbitron Inc. All rights reserved.

STOCKHOLDER INFORMATION ‰ APRIL 2013

Stockholder Return Performance Graph December 31, 2007, through December 31, 2012.This graph assumes that, on December 31, 2007,$100 was invested in each of the following: Arbitroncommon stock, the S&P Small Cap 600 Index andthe New York Stock Exchange Composite Index (andthat all dividends were reinvested).

Presented below is a line graph comparing the cumu-lative total stockholder return of Arbitron common stockwith the total return of the S&P Small Cap 600 Indexand the New York Stock Exchange Composite Index forthe period from

STOCKHOLDER RETURN PERFORMANCE GRAPH

NYSE Composite Index

Dec ’07

$150

$50

$0

$100

Dec ’08 Dec ’09 Dec ’10 Dec ’11 Dec ’12

S&P SmallCap 600 Index

Arbitron Inc

Total Return to Shareholders (includes reinvestment of dividends)

Annual Return Percentage: Years EndingCompany / Index Dec. 2008 Dec. 2009 Dec. 2010 Dec. 2011 Dec. 2012

Arbitron Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67.60 80.27 79.71 -16.22 37.07S&P SmallCap 600 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . -31.07 25.57 26.31 1.02 16.33NYSE Composite Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40.89 24.80 10.84 -6.11 12.93

Indexed Returns: Years Ending

Company / IndexBase PeriodDec. 2007

Dec.2008

Dec.2009

Dec.2010

Dec.2011

Dec.2012

Arbitron Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 32.40 58.41 104.97 87.95 120.54S&P SmallCap 600 Index . . . . . . . . . . . . . . . . . . . . . . . . 100 68.93 86.55 109.32 110.43 128.46NYSE Composite Index . . . . . . . . . . . . . . . . . . . . . . . . . . 100 59.11 73.77 81.76 76.76 86.69

4 © 2013 Arbitron Inc. All rights reserved.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KÈ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

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

For the transition period from toCommission file number: 1-1969

Arbitron Inc.(Exact name of registrant as specified in Its Charter)

Delaware 52-0278528(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification No.)

9705 Patuxent Woods DriveColumbia, Maryland 21046

(Address of principal executive offices) (Zip Code)(410) 312-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Registered Name of Each Exchange on Which Registered

Common Stock, par value $0.50 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of theExchange Act. (Check one):

Large accelerated filer È Accelerated filer ‘

Non-accelerated filer ‘ (Do not check if a smaller reporting company) Smaller reporting company ‘

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È

The aggregate market value of the registrant’s common stock as of June 30, 2012, the last business day of the registrant’s most recentlycompleted second fiscal quarter (based upon the closing sale price of Arbitron’s common stock as reported by the New York Stock Exchangeon that date), held by nonaffiliates, was $906,721,970.00.

The number of shares outstanding of the registrant’s common stock, par value $0.50 per share, as of the latest practicable date,February 14, 2013: 26,689,123 shares.

DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2013 annual meeting of

stockholders, which proxy statement will be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2012.

TABLE OF CONTENTS

Page No

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PART IITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Corporate Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Industry Background and Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Portable People Meter Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Syndicated Radio Ratings Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Other Media Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Local Market Qualitative Consumer Information Services . . . . . . . . . . . . . . . . . . . . . . . 9Data and Software Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Customers, Sales and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Media Rating Council Accreditation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Privacy and Data Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Risk Factors Relating to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Risk Factors Relating to Our Business and the Industry in Which We Operate . . . . . . . 20Risk Factors Relating to Our Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Risk Factors Relating to Owning Our Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32ITEM 4. MINE SAFETY DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Pending Merger with Nielsen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Sale of TRA Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Stock Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Concentration of Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Critical Accounting Policies and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Off-Balance Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46New Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

i

Page No.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . 48ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 88ITEM 9A. CONTROLS AND PROCEDURES 88

Evaluation of Disclosure Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . 88Changes in Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . 88

ITEM 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . 89ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . 89ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . 90

PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . 91SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

ii

Arbitron owns or has the rights to various trademarks, trade names or service marks used in its radioaudience ratings business and subsidiaries, including the following: the Arbitron name and logo, ArbitrendsSM ,RetailDirect®, RADAR®, TAPSCANTM, TAPSCAN WORLDWIDETM, LocalMotion®, Maximi$er®, Maximi$er®

Plus, PD Advantage®, SmartPlus®, Arbitron Mobile™, Arbitron Mobile IndexTM, Arbitron Mobile TrendsPanelsTM, Portable People MeterTM, PPM® , Arbitron PPM®, PPM 360TM, PrintPlus®, MapMAKER DirectSM,Media ProfessionalSM, Media Professional PlusSM, QUALITAPSM, Schedule-ItSM, and Zokem™.

The trademarks Windows®, MscoreTM, Audience Reaction™, Media Monitors® and Media Rating Council®

referred to in this Annual Report on Form 10-K are the registered trademarks of others.

iii

FORWARD-LOOKING STATEMENTS

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

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

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. The statements regarding Arbitron in this document that are nothistorical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,”“expects,” “intends,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology, are forward-looking statements based on current expectations about future events, which we have derived from informationcurrently available to us. These forward-looking statements involve known and unknown risks and uncertaintiesthat may cause our results to be materially different from results implied by such forward-looking statements.These risks and uncertainties include, in no particular order, whether we will be able to:

• successfully operate our business without disruption due to the pending merger transaction withNielsen Holdings N.V. (“Nielsen”);

• obtain required stockholder and regulatory approvals and satisfy other conditions to closing of themerger with Nielsen and successfully complete the merger;

• manage unexpected costs, liabilities, or delays in completing the merger with Nielsen;

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

• renew contracts with key customers;

• collect, manage, and process the consumer information we utilize in our media marketing andinformation services in compliance with applicable data protection and privacy statutes, regulations,and other requirements;

• successfully execute and maintain our cross platform and mobile measurement initiatives;

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

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

• successfully manage costs associated with cell phone household recruitment, targeted in-personrecruitment, and address-based sampling;

• successfully maintain and promote industry usage of our media and marketing information services, acritical mass of broadcaster encoding, and the proper understanding of our services and methodologiesin light of governmental actions, including investigation, regulation, legislation or litigation, customeror industry group activism, or adverse community or public relations efforts;

• successfully manage the impact on our business of the current economic environment generally, and inthe advertising market, including, without limitation, the insolvency of any of our customers or theimpact of economic environment on our customers’ ability to fulfill their payment obligations to us;

• successfully integrate acquired operations, including differing levels of management and internalcontrol effectiveness at the acquired entity;

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

1

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

• successfully develop and implement technology solutions to identify and report consumer use of newand existing forms of media content and delivery, and advertising in an increasingly competitiveenvironment; and

• compete with companies that may have financial, marketing, sales, technical or other advantages overus.

There are a number of additional important factors that could cause actual events or our actual results todiffer materially from those indicated by such forward-looking statements, including, without limitation, thefactors set forth in “Item 1A. — Risk Factors” in this report, and other factors noted in “Item 7 — Management’sDiscussion and Analysis of Financial Condition and Results of Operations”, particularly those noted under “-Critical Accounting Policies and Estimates,” and elsewhere, and any subsequent periodic or current reports filedby us with the Securities and Exchange Commission.

In addition, any forward-looking statements represent our expectations only as of the day we first filed thisannual report with the Securities and Exchange Commission and should not be relied upon as representing ourexpectations as of any subsequent date. While we may elect to update forward-looking statements at some pointin the future, we specifically disclaim any obligation to do so, even if our expectations change.

PART I

ITEM 1. BUSINESS

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

Overview

We are a leading media and marketing information services firm primarily serving radio, advertisers,advertising agencies, cable and broadcast television, retailers, out-of-home media, online media, mobile media,telecommunications providers, and print media. Our main service is:

• estimating the size and composition of radio audiences in local markets and of audiences to networkradio programming and commercials in the United States.

We also provide services in the following areas:

• estimating the size and composition of audiences to media other than radio, including mobile media,television viewed out-of-home, and content distributed on multiple platforms; we also analyze thebehavior of smartphone and tablet users;

• providing qualitative information about consumers, including their lifestyles, shopping patterns, anduse of media; and

• providing software to access and analyze media audience and marketing information data.

We refer to our local and network radio audience ratings services, collectively, as our “syndicated radioratings services.” We provide our syndicated radio ratings services in local markets in the United States to radiobroadcasters, advertising agencies, and advertisers. Our national services estimate the size and demographic

2

composition of national radio audiences and the size and composition of audiences of network radio programsand commercials. Broadcasters use our data primarily to price and sell advertising time, and advertising agenciesand advertisers use our data in purchasing advertising time.

We offer services estimating the size and demographic composition of audiences of media other than radio,such as mobile media and television viewed out-of-home. We generally refer to these services, collectively, asour “other media services.” In July 2011, we acquired Zokem Oy, a Finland-based mobile audience measurementcompany, which we now operate as Arbitron Mobile Oy (“Arbitron Mobile”). We also offer services estimatingthe media consumption and behavior of audiences to content distributed on multiple platforms. We generallyrefer to these services, as our “cross platform services.”

In addition to the services described above, we also provide qualitative information about consumers,including their lifestyles, shopping patterns, and use of media in local markets and across the United States.Generally referred to as “qualitative services,” we market these services to customers of our syndicated radioratings services who wish to demonstrate the value of their advertising propositions. We also market ourquantitative and qualitative audience and consumer information to customers outside of our traditional base, suchas the advertising sales organizations of local cable television companies, national cable and broadcast televisionnetworks, and out-of-home media sales organizations.

We provide software applications allowing our customers to access our proprietary databases of media andmarketing information. These applications enable our customers to analyze this information more effectively forsales, management, and programming purposes. Some of our software applications also allow our customers toaccess data owned by third parties, provided the customers have a separate license to use such third-party data.

We have developed our electronic Arbitron Portable People MeterTM (“PPM®”) technology, which wedeploy across many of our customer offerings and have licensed to other media information services companiesto use in their media audience ratings services in countries outside of the United States. See “— SyndicatedRadio Ratings Services — Portable People Meter Service” below. We have commercialized our PPM ratingsservice in 48 of the largest United States radio markets. We refer to each of the 48 United States radio markets inwhich we have commercialized our PPM service as a “PPM Market” and collectively, as the “PPM Markets.”

Our syndicated radio ratings services have historically accounted for a substantial majority of our revenue.The syndicated radio ratings services and related software represented approximately 88 percent of total revenuein each of 2012, 2011, and 2010. Approximately 78 percent of our total 2012 revenue is derived from local radioratings services, of which approximately 75 percent is from the PPM Markets and 25 percent is from the Diarymarkets. Our revenue from domestic sources and international sources represented approximately 99 percent andone percent of the total revenue, respectively, in each of the years ended December 31, 2012, 2011, and 2010.Ten customers account for approximately 56 percent of our revenue. Additional information regarding revenuesby service and by geographical area is provided in Note 16 in the Notes to Consolidated Financial Statementscontained in this Annual Report on Form 10-K.

Corporate Strategy

Our leading strategic objectives include strengthening our syndicated radio ratings business, maintaining acompetitive position, and exploring our other media and cross platform services. Key elements of our strategy topursue these objectives include:

• Enhancing the value of our services for our radio customers. We intend to continue to invest inresearch and quality enhancements while increasing utility in our radio ratings services. We plan tofacilitate this by engaging with our customers, listening to and understanding their needs andrequirements, and providing competitive solutions based on price, quality, and value.

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• Leveraging our PPM technology to expand into new services. Building on our experience in theradio audience ratings industry, we are engaged in other media and cross platform initiatives to exploreopportunities to deploy our PPM technology to develop new information services for additional typesof media and for content delivered on multiple platforms.

• Diversifying revenues. We believe growth opportunities exist. We intend to work to expand ourcustomer base by developing and marketing new information services designed to assist customers inimplementing marketing strategies. We continue to explore opportunities to further license ouraudience measurement technologies, including internationally.

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

• Deploying resources. We compete against other companies, some of whom are larger and have greatercapital or other resources. We will explore and evaluate strategic opportunities to efficiently andeffectively deploy our resources to better enable us to compete with such companies.

Industry Background and Markets

Since 1965, we have delivered to the radio industry timely and actionable radio audience estimates and otherinformation based on information we collect from a representative sample of radio listeners. When buyers andsellers of advertising agree on independent, third party audience estimates to value those transactions, the ratingsare referred to as the currency ratings within the broadcast medium. The presence of independent currencyaudience estimates in the radio industry has helped radio broadcasters to price and sell advertising time, andadvertising agencies and advertisers to purchase advertising time. Arbitron ratings have also become a valuabletool for use in radio programming, distribution, and scheduling decisions. Arbitron also provides non-currencyaudience information to customers who use the audience information to gain insight into their audiences.

In recent years, multiple sources of media have competed for consumers’ attention. As audiences havebecome more fragmented, advertisers have increasingly sought to tailor their advertising strategies to targetspecific demographic groups through specific media and across multiple types of media. The audienceinformation needs of radio broadcasters, advertising agencies, and advertisers have correspondingly becomemore complex. Increased competition, including from nontraditional media, such as the Internet, and morecomplex informational requirements have heightened the desire of radio broadcasters to assess for more frequentand timely data delivery, improved information management systems, larger sample sizes, and moresophisticated means to analyze this information. In addition, there is a continuing demand in other countries forradio and television audience information from the increasing number of commercial, noncommercial, and publicbroadcasters.

As the importance of reaching specific audiences with targeted marketing strategies increases, broadcasters,publishers, advertising agencies, and advertisers increasingly require that information regarding exposure tocontent in advertising is provided on a more granular basis and is coupled with more detailed informationregarding lifestyles and purchasing behavior of consumers. We believe the desire to integrate purchase data withadvertising exposure information and our ability to estimate a single consumers’ cross platform advertisingexposure may create future opportunities for innovative approaches to satisfy these information demands.

Portable People Meter Technology

In recent years, we have evolved our currency audience ratings services in the largest markets from diaries,which are completed by hand and returned by mail from survey participants, to portable electronic ratingsdevices, which passively collect information regarding exposure of survey participants (whom we refer to as

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“panelists”) to encoded media without additional manual effort by the panelists beyond carrying the device. Wehave pursued this strategy to improve quality by taking advantage of new technological capabilities and toaddress the vast proliferation of media delivery vehicles, both inside and outside of the home. We use our PPMtechnology to produce radio audience estimates in 48 of the largest United States local markets and audienceestimates for out-of-home television exposure. Outside of radio and television, our PPM technology can befurther leveraged to measure audiences of out-of-home media, print, new digital platforms, mobile, time-shiftedbroadcasts (such as media recorded for later consumption using a DVR or similar technology), and broadcasts inretail, sports, music, and other venues.

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

We believe there are many advantages to our PPM technology. It is simple and easy for panelists to use. Itrequires no button pushing, recall, or other effort by the panelist to identify and record media to which they areexposed. The PPM technology can passively detect exposure to encoded media by identifying each source usingour unique identification codes. We believe the PPM service can help support the media industry’s increasedfocus on providing accountability for the investments made by advertisers. It helps to shorten the time periodbetween when programming runs and when audience estimates are reported. The PPM technology also produceshigh-quality compliance data, which we believe is an additional advantage that makes the PPM data moreaccountable to advertisers than various recall-based data collection methods, such as diaries. The PPMtechnology can produce more granular data than the recall-based data collection methods, including minute byminute exposure data, which we believe can be of particular value to media programmers. Because our PPMratings service panels have larger weekly and monthly samples than our Diary service, the audience estimatesexhibit more stable listening trends between survey reports.

We have begun executing on our plan to gradually deploy into our PPM panels our PPM 360TM device,which uses wireless cellular technology to transmit media exposure data without the need for panelists to dockthe PPM device in a base station.

The Audience Reaction™ service offered by Media Monitors, LLC (“Media Monitors”), an affiliate ofClear Channel Communications, Inc. (“Clear Channel”), allows Media Monitors to combine our PPM data withits airplay information to provide a service designed to help radio programmers, who also license our data, hearwhat audio was being broadcast while observing changes in the audience estimates. Media Monitors uses minute-level data from our PPM ratings service for the MscoreTM index, which estimates how much a particular contentaids in radio listenership retention. We receive a royalty from Media Monitors in connection with the license ofthese services.

Syndicated Radio Ratings Services

Challenges

In our syndicated radio services we recruit from a random probability sample of the potential audience inthe market to be measured. We seek to ensure the selected group of persons is representative of the behaviors andcharacteristics of the entire population in the applicable market and covers all of the demographic segments

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requested by our clients. Based on the information provided from the representative sample, we estimate the sizeand demographic composition of the radio audience in the relevant market using our proprietary methodologies.We face a number of challenges in our syndicated radio audience ratings services. Response rates are onemeasure of our effectiveness in obtaining consent from persons to participate in our surveys and panels.Notwithstanding the efforts we undertake regarding response rates, overall response rates for survey research, ingeneral, have declined over the past several decades, and it has become increasingly difficult and more costly forus to obtain consent from persons to participate in our surveys and panels. We have been adversely impacted bythese industry trends. Another measure often employed by users of our data to assess quality in our ratings issample proportionality, which refers to how well the distribution of the group participating in any individualsurvey compares to the distribution of the population in the local market. We strive to achieve a level of bothresponse rates and sample proportionality in our surveys sufficient to maintain confidence in our ratings andacceptance by the industry, and to support accreditation by the MRC. If response rates continue to decline or weare unable to maintain sample proportionality in our surveys or the costs of recruitment initiatives significantlyincrease, our radio audience ratings business could be adversely affected.

In recent years we have begun to implement methodological changes designed to enhance our PPM ratingsservice, including implementation of increased cell phone household recruiting, targeted in-person recruiting, andaddress-based sampling.

We established internal benchmarks we strive to achieve for response rates and sample proportionality. It ismore expensive for us to recruit survey participants in the manners described above as compared to our historicalmethods. Because we intend to continue to increase the number of cell phone households in our samples and thelevel of address-based and targeted in-person recruiting, we expect the expenditures required to support thesemethods will be material. We currently anticipate that the aggregate cost of cell phone household recruitment forthe PPM and Diary services, address-based sampling and targeted in-person recruitment for the PPM service willbe approximately $21.0 million in 2013, as compared to approximately $18.0 million in 2012.

Portable People Meter Ratings Service

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

The PPM system collects the codes and adds a date/time stamp and indication of whether the listener was athome or out-of-home to each listening occasion and the information is transmitted to us for processing,tabulation, and analysis in producing our audience estimates. We issue a ratings report in each measured marketfor 13 unique four-week ratings periods per year. We also issue interim weekly reports to station subscribers forprogramming information. Users access our ratings estimates through an Internet-based software system that weprovide.

For more information regarding the status of our MRC Accreditation, see “— Media Rating CouncilAccreditation” below.

PPM Ratings Service Quality Improvement Initiatives. In operating our PPM ratings service, we haveexperienced and expect to continue to experience operational challenges similar to those we have historicallyfaced in our Diary-based service, including several of the challenges related to sample proportionality andresponse rates described above in “— Syndicated Radio Ratings Services — Challenges.” We expect to continueto implement additional measures to address these challenges.

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Since launching our PPM ratings service, we have implemented a series of initiatives. We believe theseinitiatives reflect our commitment to ongoing improvement and our responsiveness to feedback from severalgovernmental and customer entities. We believe these commitments and enhancements are consistent with ourongoing efforts to obtain and maintain MRC accreditation and to continuously improve our syndicated radioratings services. We expect these initiatives will likely require continued expenditures that may be material in theaggregate.

Since 2010, we have been introducing a multimodal recruitment approach that is intended to increase theparticipation rate of key segments of our sample that are more likely to be comprised of youth and minorities. Wehave added targeted in-person recruitment to our multi-faceted PPM panelist recruitment approach that hadpreviously included mailings and phone calls. We believe in-person recruitment can benefit all broadcasters as ittargets population segments that are more likely to be reachable only by cell phone — including youths andminorities. We are also using address-based sampling to further improve geographic proportionality. We haveimplemented address-based sampling and expanded targeted in-person recruiting across all of our PPM Markets.We also enhanced sampling controls in PPM Markets with a finer level of geographic control.

We continue to operate in a highly challenging business environment. Our future performance will beimpacted by our ability to address a variety of challenges and opportunities in the markets and industries weserve, including our ability to continue to maintain and improve the quality of our PPM ratings service, andmanage increased costs for data collection, arising, among other ways, from increased cell phone householdrecruiting and targeted in-person recruiting. We maintain an ongoing commitment to continuous improvementand obtaining and/or maintaining MRC accreditation in all of our PPM Markets, and strive to develop andimplement effective and efficient technological solutions to measure cross platform media and advertising.

International PPM. We have entered into arrangements with media information services companiespursuant to which those companies use our PPM technology in their audience ratings services in specificcountries outside of the United States. We currently have arrangements with Kantar Media, which is owned byWPP Group plc, a global communications services group, and BBM Canada, a not for profit, member owned tri-partite industry organization. Generally, under these arrangements we sell PPM hardware and equipment to thecompany for use in its media measurement services and collect a royalty once the service is deemed commercial.Our PPM technology is currently being used for media ratings in nine countries in addition to the U.S. —Belgium, Canada, Denmark, Iceland, Kazakhstan, Norway, Singapore, Sweden, and United Kingdom. Six of thecountries, Belgium, Canada, Denmark, Iceland, Kazakhstan, and Norway, use PPM technology for measuringboth television and radio.

Diary Service

Collection of Listener Data Through Diary Methodology. We use listener diaries to gather radio listeningdata from a random probability sample group of persons aged 12 and over in households in the 227 United Stateslocal markets as of the Fall 2012 survey in which we currently provide Diary-based radio ratings, and we contactthem by telephone and/or mail to solicit their agreement to participate in the survey. When participants in ourDiary survey (whom we refer to as “diarykeepers”) agree to take part in a survey, we mail them a small, pocket-sized diary and ask them to record their listening in the diary over the course of a seven-day period. We askdiarykeepers to report in their diary the station(s) to which they listened, when they listened and where theylistened, such as home, car, work, or other place. Although survey periods are 12 weeks long, no participantkeeps a diary for more than seven days. Each diarykeeper receives a diary, instructions for filling it out and asmall cash incentive. The incentive varies according to markets and demographic group and may include certainincentives designed to encourage response from demographic groups less likely to return diaries. In addition tothe cash incentives included with the diaries, further cash incentives are used at other points in the survey processalong with other communications such as follow-up letters and phone calls to maximize response rates.Diarykeepers mail the diaries to our operations center, where we conduct a series of quality control checks, enterthe information into our database, and use it to produce periodic audience listening estimates. In 2012, we

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received and processed more than 700,000 diaries to produce our audience listening estimates. We measure eachof our local markets at least twice each year, and larger markets four times per year.

For information regarding MRC accreditation of our Diary service, see “— Media Rating CouncilAccreditation” below.

Diary Service Quality Improvement Initiatives. Throughout 2012, we invested in Diary service qualityenhancements, some of which are set forth below. As part of our continuous improvement program, we intend toinvest in Diary service quality enhancements going forward. As the needs of our customers and the servicecontinues to evolve, we may choose to focus on different areas for improvement during 2013 and beyond.

In 2012, we continued our testing of a week-long, web/mobile based survey as the primary means of datacollection for the Diary service. The test is designed to determine if we can reach younger demographics in acost-efficient manner.

Effective with the Fall 2012 survey, we increased the percentage of non-landline households in the diarysurveys to 23% across the aggregate of all diary metros.

Effective with the Winter 2012 survey, we expanded the use of the screener we send to an address-basedsample in advance of the ratings survey. This step was designed to improve proportionality and expandpopulation coverage.

Other Syndicated Radio Ratings Services

RADAR. Our RADAR service provides an estimate of national radio audiences and the audience size ofnetwork radio programs and commercials. We provide the audience estimates for a wide variety of demographicsand dayparts for total radio listening and for more than 49 separate radio networks.

We provide network audience estimates by merging the radio listening of selected survey respondents andpanelists with the reported times that network programs and commercials are aired on each affiliated station. Weutilize respondents and panelists from our Diary and PPM ratings services in producing these network audienceestimates. We deliver the RADAR estimates through our RADAR Software Suite desktop software application,which includes a number of tools for sophisticated analysis of network audiences. We have begun the process ofmigrating our current customer applications from desktop to the Internet. Work is also underway to enable thenetworks to include digital radio stations in their tabulation for RADAR and to report national audience estimatesfor the overall station categories of HD-multicast stations and for the combined internet streams of AM, FM andHD radio stations. We provide this service to radio networks, advertising agencies and network radio advertiserson a quarterly basis.

Nationwide. Nationwide is our national radio audience service that provides information on the size anddemographic composition of radio audiences for commercial and public radio networks. Nationwide averagequarter hour ratings estimates are based on a sample size of more than 350,000 Arbitron Diary respondents andPPM panelists for each 12-week reporting period.

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

Other Media Services

Except as indicated below, the following other media services are not part of a regular syndicated ratingservice accredited by the MRC, and we have not requested accreditation.

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Mobile Audience Services. In July 2011, we purchased Zokem Oy, a Finland-based mobile audiencemeasurement company, which now operates as Arbitron Mobile Oy. Arbitron Mobile has developed a mobilesoftware meter compatible with most mobile devices offered by major manufacturers, mobile device operatingsystems, and wireless service provider protocols. The Arbitron Mobile software meter can measure consumers’mobile experience, online and offline, and includes the ability to measure the incidence and duration of softwareapplication usage. Arbitron Mobile’s potential customer base includes: media measurement companies, wirelessservice providers; Internet service providers; software service providers; wireless device manufacturers; mediacontent owners; and advertising agencies and advertisers. As with our other research services, we recruit panelsof consumers who agree to download the software meter onto their mobile devices. Arbitron Mobile licenses itsintellectual property and provides largely custom research services.

Out-of-Home Television Services. We use our PPM technology to measure panelists’ exposure totelevision outside of their home, including in restaurants, bars, hotels, airports, and the workplace. The out-of-home television services are designed to improve visibility into out-of-home television audiences for mediacompanies and advertisers to use our data as a complement to rather than a replacement for currency televisionratings.

Cross Platform Services. Our cross platform initiative is designed to explore opportunities to deploy ourPPM technology for application to other types of media and/or content distributed across multiple platforms. Thefocus of this initiative is to provide a more complete view of consumers’ interaction among multiple media,including television, radio, Internet, mobile, place-based, and other media. By leveraging the mobility and utilityof our PPM technologies, we believe the cross platform services can complement existing data services, offermedia greater insight into what constitutes their total audience, and help advertisers plan how to reach thataudience.

In September 2011, ESPN signed a three-year agreement for our cross-media measurement of the NFL andcollege football games it broadcasts on television and radio. In 2012, together with comScore, Inc., weannounced an agreement with ESPN to develop a five platform initiative across radio, television, PCs,smartphones, and tablets to help ESPN understand how users consume ESPN content across all five platforms.We are beginning to collect data in the first half of 2013.

Local Market Qualitative Consumer Information Services

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

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

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

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

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

• Non-Syndicated Research Services.

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

Scarborough. The MRC-accredited Scarborough service is provided through a joint venture betweenArbitron and a subsidiary of Nielsen and is governed by a partnership agreement. Although our equity interest inthe Scarborough Research joint venture is 49.5 percent, partnership voting rights and earnings are divided equallybetween Arbitron and Nielsen. The Scarborough Report provides detailed information about media usage, retailand shopping habits, demographics and lifestyles in 77 large United States local markets, based on a sample ofconsumers in the relevant markets.

Scarborough data feature more than 2,000 media, retail and lifestyle characteristics, which can help radiostations, television stations, cable companies, advertising agencies and advertisers, newspaper and magazinepublishers and out-of-home media companies develop an in-depth profile of their consumers. Examples ofScarborough categories include retail shopping (e.g., major stores shopped or purchases during the past 30 days),auto purchases (e.g., plan to buy new auto or truck), leisure activities (e.g., attended sporting events) and personalactivities (e.g., golfing). Media information includes broadcast and cable television viewing, radio listenership,newspaper readership and integrated online audiences. This information is provided twice each year tonewspapers, radio and television broadcasters, cable companies, out-of-home media, advertising agencies andadvertisers in the form of the Scarborough Report. Scarborough also provides a Mid-Tier Local MarketConsumer Study regarding media usage, retail and shopping habits, demographics, and lifestyles of adultconsumers in 46 United States local markets.

We are the exclusive marketer of the Scarborough Report to radio broadcasters, cable companies, out-of-home media, and advertisers, and advertising agencies. Scarborough Research markets the Scarborough Reportto newspapers, sports marketers and online service providers. Nielsen markets the Scarborough Report totelevision broadcasters.

RetailDirect Service. Our RetailDirect service is a locally oriented purchase data and media usage researchservice provided in 17 midsized United States local markets. This service, which utilizes diaries and telephonesurveys, provides a profile of the audience in terms of local media, retail and consumer preferences so that localradio and television broadcasters, and out-of-home media and cable companies have information to help themdevelop targeted sales and programming strategies. Retail categories include automotive, audio-video, furnitureand appliances, soft drinks and beer, fast food, department stores, grocery stores, banks and hospitals. Mediausage categories include local radio, broadcast television, cable networks, out-of-home media, newspapers,yellow pages and advertising circulars.

Qualitative Diary Service/LocalMotion Service. Our Qualitative Diary Service collects consumer andmedia usage information from Arbitron radio diarykeepers in 151 smaller United States local markets. The samepersons who report their radio listenership in the market also answer 27 demographic, product and servicequestions. We collect consumer behavior information for key local market retail categories, such as automotivesales, grocery, fast food, furniture and bedding stores, beer, soft drinks and banking. The Qualitative DiaryService also collects information about other media, such as television news viewership, cable televisionviewership, out-of-home media exposure and newspaper readership. This qualitative service provided for cabletelevision companies is known as LocalMotion.

Non-Syndicated Research Services. Our non-syndicated or custom research services serve companiesseeking to demonstrate the value of their advertising propositions. For example, we have provided non-syndicated research services for subscribers including sports play-by-play broadcasters, digital out-of-home andplace-based media companies, and radio station properties. Through our non-syndicated research services, we arealso exploring additional applications of PPM data, including nonratings programming and marketing. We arealso exploring providing services for companies that sell advertising on in-store (retail) media and sports arenas.

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Data and Software Services

We provide our audience estimates in a number of different reports we publish and license to our customers.The cornerstone of our radio audience ratings services is the Radio Market Report, which is available in all localmarkets for which we currently provide radio ratings. The estimates contained in our Diary-based Radio MarketReport service are accredited by and subject to the review of the MRC. The PPM-based Radio Market Report iscurrently accredited in 18 markets and the service is subject to review by the MRC. The Radio Market Reportprovides audience estimates for those stations in a market that meet our minimum reporting standards. Theestimates cover a wide variety of demographics and dayparts, which are the time periods for which we reportaudience estimates. Each Radio Market Report contains estimates to help radio stations, advertising agencies andadvertisers understand who is listening to the radio, which stations they are listening to, and where and when theyare listening. Our proprietary data regarding radio audience size and demographics are generally provided tocustomers through multiyear license agreements.

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

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

The TAPSCAN software is one of the advertising industry’s leading radio analysis applications. It can helpcreate illustrative tables, charts and graphs that make complex information more useful to potential advertisers.The software uses respondent-level data, and it includes cost-efficiency analyses, hour-by-hour estimates andtrending, and automatic scheduling and goal tracking. In addition to local Arbitron Radio Report ratingsestimates, the TAPSCAN Web service also allows radio stations, advertisers and advertising agencies to accessour National Regional Database to analyze ratings information for customer-defined groupings of stations acrossmultiple markets and custom groupings of counties. The TAPSCAN Web and TAPSCAN Sales Managementapplications combine a customer relationship management system with scheduling and research applications tohelp radio stations manage their advertising sales process and automate the daily tasks in a sales department. Inaddition, TAPSCAN Web supports traffic system integration via XML exports following Proposal XMLstandard as well as electronic exchange with Marketron’s traffic system. Additional workflow efficiencies areprovided by TAPSCAN Sales Management service with inventory/pricing management tools. AnotherTAPSCAN service, QUALITAP, is also made available to television and cable outlets in the United States undera licensing arrangement with Marketron International, Inc.

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

Both the PPM Analysis Tool and TAPSCAN Web applications have been accredited by the MRC since2011.

Our PD Advantage service offers radio station program directors in Diary markets the ability to create avariety of reports that help analyze the market, the audience, and their competition. PDA Web is a comparableservice for radio program directors in PPM Markets.

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

International Operations

Finland. We currently operate a wholly-owned subsidiary, Arbitron Mobile Oy, located in and organizedunder the laws of Finland. For more information regarding Arbitron Mobile Oy, see “—Other Media Services —Mobile Audience Services” above.

India. We currently operate a wholly-owned subsidiary, Arbitron Technology Services India PrivateLimited, located in and organized under the laws of India, which currently provides software development andtesting services for us.

Customers, Sales and Marketing

Our customers are primarily radio, cable and television broadcasters, advertising agencies, advertisers,buying services, retailers, out-of-home media, online media, mobile media, and print media. We believe we arewell positioned to provide new services and other offerings to meet the emerging needs of broadcasting groups.

We market our services in the United States through 104 sales account managers, customer trainers andclient services representatives, as of December 31, 2012.

We have entered into a number of agreements with third parties to assist in marketing and selling ourservices in the United States. For example, Marketron International, Inc. distributes, on an exclusive basis, ourQUALITAP software to television and cable outlets in the United States and Media Monitors uses minute-levelradio data from our PPM ratings service for its Audience Reaction™ and MscoreTM services.

We support our sales and marketing efforts through the following:

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

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

• publishing studies, which we make available for no charge on our public and client Web sites, onnational summaries of radio listening, emerging trends in media with a focus on cross-platform mediausage and digital platforms (including Internet streaming, mobile, and social media), as well as themedia habits of radio listeners and viewers of television, cable, Internet, and out-of-home media;

• participating in and sponsoring key industry and government forums, trade association meetings, andinterest groups, such as the Advertising Research Foundation, the American Association of AdvertisingAgencies, the National Association of Broadcasters, the Association of National Advertisers, the RadioAdvertising Bureau, the European Society for Opinion and Marketing Research, the Coalition forInnovative Media Measurement, the Television Bureau of Advertising, the Cabletelevision AdvertisingBureau, Alliance for Women in Media, Women in Cable Telecommunications, the Cable &Telecommunications Association for Marketing, the National Association of Black OwnedBroadcasters, Minority Media and Telecommunications Council, the Emma Bowen Foundation, the

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Association of Hispanic Advertising Agencies, Broadcasters Foundation of America, Media RatingCouncil, Committee on Local Radio Audience Measurement, Committee on Local TelevisionAudience Measurement, National Radio Research Committee and the Outdoor Advertising Associationof America, as well as numerous state and local advertising and broadcaster associations;

• participating in activities and strengthening relationships with national and local chapters of grassrootsorganizations, such as the National Council of La Raza, the National Urban League, the NationalAssociation 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 NationalAssociation of Broadcasters, the Radio Advertising Bureau, the American Association of AdvertisingAgencies, the Advertising Research Foundation, the Association of National Advertisers, the CableAdvertising Bureau and the Outdoor Advertising Association of America, Mobile World Congress,Pacific Telecommunications Council, Mobile Marketing Association, International Conference onMobile Ubiquitous Computing, Systems, Services and Technologies, INfocmm Industry Forum andCTIA.

Competition

We believe the principal competitive factors affecting audience research in the markets we serve are: thecredibility, reliability, utility, and wide acceptance by buyers and sellers of advertising, the ability to providequality analytical services for use with the audience information, and the end-user experience with services andprice.

We are the leader in the radio audience ratings business in the United States. During 2012, we competed inthe radio audience ratings business in some small United States markets with Eastlan Resources, a privately heldresearch company.

We are aware of at least four companies: Civolution, GfK AG, Ipsos SA, and Nielsen, which are developingtechnologies similar to our PPM ratings service. Additionally, we are aware of several companies, includingAnite plc, Ascom, CarrierIQ, Inc., comScore, Inc., Experian Simmons, Lumi Mobile, M:Metrics, Inc,Médiamétrie, Nokia Siemens Networks, Nurago GmbH (GfK AG is the majority owner), SpirentCommunications, and Telephia (a subsidiary of Nielsen) that compete with Arbitron Mobile’s mobile audienceservices.

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

In our other services, several companies also offer media measurement, return on investment and/oradvertising targeting solutions, including among others, Triton Media Group (Ando Media) comScore, Inc.,Google, Omniture, Quantcast, Kantar Media, Nielsen, Rentrak Corporation, TiVo, TRA Global, Inc. (“TRA”)(now owned by TiVo), and Media Behavior Institute LLC (joint venture of Nielsen and Gfk AG/MRI). Othercompanies are also likely to be developing services.

Intellectual Property

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

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license agreements, confidentiality procedures and other contractual restrictions to establish and protectproprietary rights in our methods and services as well as those of our subsidiaries. As of December 31, 2012, 49United States patents were issued and active and 79 United States patent applications were pending on ourbehalf. Internationally, 193 foreign patents were issued and active and 241 foreign patent applications werepending on our behalf. Our patents relate to our data collection, processing systems, software and hardwareapplications, mobile measurement technology, PC-based measurement technology, the PPM technology and itsmethods, and other intellectual property assets. Some patents relating to the PPM technology and its methodsexpire at various times beginning in 2013. These include patents relating to previous generations and someelements of our current PPM technology and its methods, including some spread spectrum encoding, motionsensing, and basic audio and video matching. We do not believe the expiration of these patents will materiallyadversely affect our business. Our rights to limit others from practicing the methods covered by the expiringpatents may be limited.

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

We market a number of our services under United States federally registered trademarks that are helpful increating brand recognition in the marketplace. Some of our registered trademarks and service marks and marksfor which registration is pending include: the Arbitron name and logo, Maximi$er, RetailDirect, RADAR, andPPM 360. The Arbitron name and logo is of material importance to our business. Arbitron PPM is registered inclass 35 (conducting audience measurement services). We also have a number of common-law trademarks,including Media Professional, and QUALITAP. We have registered our name as a trademark in the UnitedKingdom, Mexico, the European Union, Australia, Singapore, Brazil, Canada, Argentina, Columbia, Russia, NewZealand, Taiwan, Hong Kong, Israel, Kazakhstan, Kenya, Chile and Japan, and are exploring the registration ofour marks in other foreign countries.

We have filed applications to register Arbitron Mobile, Arbitron Mobile Index, and Arbitron Mobile TrendsPanels name in Argentina, Australia, Bahrain, Brazil, Canada, Chile, China, Egypt, European Community, HongKong, India, Indonesia, Japan, Jordan, Kuwait, Lebanon, Malaysia, Mexico, Norway, Oman, Pakistan, Qatar,Russia, Saudi Arabia, Singapore, South Africa, South Korea, Switzerland, Taiwan, Turkey, UAE and the UnitedStates, in classes 9 and 35.

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

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

We must protect against the unauthorized use or misappropriation of our audience estimates, databases andtechnology by third parties. There can be no assurance that the copyright laws and other statutory and contractualarrangements we currently depend upon will provide us sufficient protection to prevent the use ormisappropriation of our audience estimates, databases and technology in the future. The failure to protect our

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proprietary information, intellectual property rights and, in particular, our audience estimates and databases,could severely harm our business.

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

Research and Development

Our research and development activities have related primarily to the development of new services,customer software, PPM equipment and maintenance and enhancement of our legacy operations and reportingsystems. We expect that we will continue research and development activities on an ongoing basis, particularly inlight of the rapid technological changes affecting our business. We expect that the majority of the effort will bededicated to improving the overall quality and efficiency of our data collection and processing systems,developing new software applications that will assist our customers in maximizing the value of our audienceratings services, and developing our PPM technology and its application. Research and development expensesduring fiscal years 2012, 2011, and 2010 totaled $40.6 million, $38.4 million, and $39.1 million, respectively.

Governmental Regulation

Our PPM equipment has been certified to meet FCC requirements relating to emissions standards andstandards for modem connectivity. Additionally, all PPM equipment has been certified to meet the safetystandards of Underwriters Laboratories Inc. (commonly referred to as UL), as well as Canadian and Europeansafety and environmental standards.

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

Federal and state regulations restrict telemarketing to individuals who request to be included on a do-not-call list. Currently, these regulations do not apply to survey research, but there can be no assurance that theseregulations will not be made applicable to survey research in the future. In addition, federal regulations prohibit

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calls made by autodialers to wireless lines without consent from the subscriber. Because consumers are able totransfer a wireless number to a landline carrier or a landline number to a wireless carrier, it can be difficult for usto efficiently identify wireless numbers in advance of placing an autodialed call.

Media Rating Council Accreditation

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

As of the date we filed this Annual Report on Form 10-K with the Securities and Exchange Commission, thequarter-hour-based radio ratings data produced by the PPM ratings service is accredited by the MRC in 18 localmarkets: Atlanta; Baltimore; Charlotte-Gastonia-Rock Hill; Chicago; Cincinnati; Houston-Galveston; KansasCity; Los Angeles; Milwaukee-Racine; Minneapolis-St. Paul; Philadelphia; Phoenix; Riverside-San Bernardino;San Antonio; San Diego; San Francisco; St. Louis; and Tampa-St. Petersburg-Clearwater. We have applied foraccreditation in all PPM Markets. We continue to seek accreditation in all unaccredited PPM Markets.

Our Diary-based Radio Market Report service is accredited by and subject to the review of the MRC. TheMRC has accredited our Diary-based Radio Market Report service since 1968. Our PPM Analysis Tool, asoftware application providing standard audience analysis reports including rankers, trend reports, and audiencecomposition reports, has been accredited since March 2011. Our TAPSCAN Web software, a Web-based salesproposal and analysis software system for radio, has been accredited since April 2011. Reports created using thesoftware and MRC accredited data indicate the report is accredited by the MRC. However, reports created usingdata from the 30 unaccredited PPM markets are not MRC-accredited. Additional Arbitron services that arecurrently accredited by the MRC are Scarborough, Maximi$er and Media Professional software, the CustomSurvey Area Report (“CSAR”) and the Radio County Coverage services.

We offer other services which are not accredited. Although accreditation is not required, we are pursuingMRC accreditation for several of our syndicated audience ratings services. We currently intend to continue to usecommercially reasonable efforts in good faith to pursue MRC accreditation of our PPM ratings service in eachPPM Market where we have commercialized or may commercialize the service in the future.

The MRC accreditation review is ongoing and continuous. To obtain or to merit continued accreditation ofour services, we must: (1) adhere to the MRC’s minimum standards for Media Rating Research; (2) supply fullinformation to the MRC regarding details of our operations; (3) conduct our media ratings services substantiallyin accordance with representations to our subscribers and the MRC; (4) submit to, and pay the cost of, thoroughannual audits of our accredited services by certified public accounting firms engaged by the MRC; and(5) commit to continuous improvement of our media ratings services.

Employees

As of December 31, 2012, we employed 982 people on a full-time basis and approximately 428 people on apart-time basis in the United States and 310 people on a full-time basis internationally. None of our U.S. or Indiaemployees are covered by a collective bargaining agreement. Our employees in Finland are covered by acollective bargaining agreement. We believe our employee relations are good.

Seasonality

Revenue

We recognize revenue for services over the term of license agreements as services are delivered whileexpenses are recognized as incurred. As of Fall 2012 we gather radio-listening data in 275 U.S. local markets,including 227 Diary markets and 48 PPM Markets.

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In PPM Markets, we deliver ratings 13 times per year, with four PPM ratings reports delivered in the fourthquarter in 2012. As a result, we recognized more revenue in PPM Markets in the fourth quarter of 2012 than in eachof the first three quarters of the year. In 2013, we expect that 12 PPM Markets will have four PPM ratings reportsdelivered in the third quarter and 36 PPM Markets will have four PPM ratings reports delivered in the fourthquarter. This difference in market delivery dates for the 12 PPM Markets receiving the reports in the third quarter of2013 are expected to cause some PPM revenue to shift from the fourth quarter to the third quarter of 2013.

All 227 Diary markets are measured at least twice per year (April-May-June for the “Spring Survey” andOctober-November-December for the “Fall Survey”). In addition, we measure 48 larger Diary markets anadditional two times per year (January-February-March for the “Winter Survey” and July-August-September forthe “Summer Survey”). We generally deliver our Diary ratings reports and recognize the related revenue in thequarter after the survey is measured. Consequently, our Diary revenue is generally higher in the first and thirdquarters as a result of the delivery of the Fall Survey and Spring Survey to all Diary markets compared torevenue in the second and fourth quarters, when delivery of the Winter Survey and Summer Survey, respectively,is made only to 48 larger Diary markets.

Revenue related to the sale of Scarborough services by Arbitron is recognized predominantly in the secondand fourth quarters when the substantial majority of services are delivered.

As a result of the various seasonal impacts mentioned above consolidated revenue is typically highest in thefourth quarter and lowest in the second quarter of each year.

Costs and expenses

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

Now that all our planned PPM Markets are commercialized, and because we conduct our PPM servicescontinuously throughout the year, we do not expect significant seasonality in PPM costs and expenses. In ourDiary service, our expenses are generally higher in the second and fourth quarters as we conduct the Spring andFall Surveys for all 227 of our Diary Markets.

Equity earnings/losses in Scarborough Research

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

Privacy and Data Security

We are currently subject to U.S. and international data protection and privacy statutes, rules, andregulations, and may in the future become subject to additional such statutes, rules, and regulations. Thesestatutes, rules, and regulations may affect our collection, use, storage, and transfer of personally identifiableinformation. Complying with these laws may require us to make certain investments, make modifications toexisting services, or prohibit us from offering certain types of services. Failing to comply could result in civil andcriminal liability, negative publicity, data being blocked from use, and liability under contracts with ourcustomers, vendors, and partners.

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Available Information

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

ITEM 1A. RISK FACTORS

Risk Factors Relating to the Merger

The Merger process could adversely affect our business, stock price, reputation, and results of operations.

On December 17, 2012, we entered into an Agreement and Plan of Merger, as amended by AmendmentNo. 1 to the Agreement and Plan of Merger, dated as of January 25, 2013 (the “Merger Agreement”) withNielsen, and TNC Sub I Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Nielsen(“Merger Sub”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub willmerge with and into us (the “Merger”) with Arbitron Inc. surviving as an indirect wholly-owned subsidiary ofNielsen. Subject to the terms of the Merger Agreement, which has been unanimously approved by our Board ofDirectors, at the effective time of the Merger (the “Effective Time”), each share of our common stock issued andoutstanding immediately prior to the Effective Time will be converted into the right to receive $48.00 in cash,without interest. The Merger is conditioned upon, among other things, approval by Arbitron’s stockholders of thetransaction, certain regulatory approvals and other customary closing conditions. We are obligated to take certainactions in connection with the closing. The costs of such activities could be material and may significantlyexceed what we anticipate. We will continue to operate as a separate entity until the transaction closes and ourefforts to complete the Merger could cause substantial disruptions in our business, which could have an adverseeffect on our financial results. Among other things, uncertainty as to whether a transaction will be completedwith Nielsen may affect our ability to recruit prospective employees or to retain and motivate existingemployees. Employee retention may be particularly challenging while the Merger is pending, because employeesmay experience uncertainty about their future roles with Nielsen.

Uncertainty as to our future could adversely affect our business, reputation and our relationship withcustomers and potential customers. For example, customers and others that deal with us could defer decisionsconcerning working with us, or seek to change existing business relationships with us. Further, a substantialamount of the attention of management and employees is being directed toward the completion of the Merger.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

Until the Merger closes or the Merger Agreement is terminated, we are subject to restrictions on ourbusiness activities and must generally operate our business in the ordinary course consistent with past practice(subject to certain exceptions). These restrictions may prevent us from exploring and pursing certain businessopportunities. This could have a material adverse effect on our future results of operations or financial conditionshould the Merger not be completed.

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In certain instances, the Merger Agreement could require us to pay a termination fee of $32.7 million toNielsen, a payment which could affect the decisions of a third party considering making an alternativeacquisition proposal.

There is no assurance that the proposed Merger will occur. If the proposed Merger or a similar transaction isnot completed, the share price of our common stock may decline to the extent that the current market price of ourcommon stock reflects an assumption that a transaction will be completed. In addition, the Merger Agreementcontains certain termination rights and provides that upon termination of the Merger Agreement by the Companyor Nielsen upon specified conditions, including a termination prior to the requisite stockholder approval of theMerger by the Company to accept a “Superior Company Proposal” (as defined in the Merger Agreement) or byNielsen upon a change in the recommendation of the Company’s Board of Directors, the Company will berequired to pay Nielsen a termination fee of $32.7 million. The payment of a termination fee may have a materialadverse impact on our financial condition and could affect the structure, pricing and terms proposed by a thirdparty seeking to acquire or merge with us or deter such third party from making a competing acquisitionproposal. Further, a failed transaction may result in negative publicity and a negative impression of us in theinvestment community.

Completion of the Merger is subject to various conditions, including the expiration or termination of thewaiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Completion of the Merger remains subject to the expiration or termination of the waiting period imposed bythe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and satisfaction orwaiver of the other closing conditions specified in the Merger Agreement. Both we and Nielsen filed notificationand report forms with the U.S. Department of Justice and the U.S. Federal Trade Commission pursuant to theHSR Act on January 4, 2013. On February 4, 2013, Nielsen voluntarily withdrew its Hart-Scott-Rodino (“HSR”)notification and report form for the Merger in order to give the Federal Trade Commission additional time toreview the proposed transaction. Nielsen refiled on February 6, 2013. Upon renewing its filing on that date, thewaiting period under the Hart-Scott-Rodino Antitrust Improvements Act will expire on Friday, March 8, 2013, at11:59 p.m. New York City time, unless earlier terminated or extended by a request for additional information.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations andwarranties of the other party (subject to certain qualifications and exceptions) and the performance in all materialrespects of the other party’s covenants under the Merger Agreement, including, with respect to us, customarycovenants regarding operation of our business prior to closing. As a result of these conditions, we cannot assureyou that the Merger will be completed. If the Merger is not completed for any reason, we expect that we wouldcontinue to be managed by our current management, under the direction of our Board of Directors.

We may not obtain stockholder approval or satisfy other closing conditions to the Merger.

One of the closing conditions to the Merger is receipt of approval of Arbitron’s stockholders. If we areunable to obtain stockholder approval or satisfy the other closing conditions to the Merger, the Company will notbe able to close the Merger. We are obligated to take certain actions in connection with the closing, includingusing our reasonable best efforts to obtain regulatory approvals. The costs of such activities could be material andmay significantly exceed what we anticipate, and our efforts to complete the Merger could cause substantialdisruptions in our business, which could have an adverse effect on our financial results.

Pending stockholder litigation could prevent or delay the closing of the Merger or otherwise negativelyimpact our business and operations.

On January 24, 2013, a putative class action lawsuit was filed in the Court of Chancery of the State ofDelaware regarding the proposed Merger. For additional information about this litigation, see “Item 3. LegalProceedings.” We may incur additional costs in connection with the defense or settlement of this or other similar

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litigation. In some cases, this or other similar litigation may adversely affect our desire to proceed with, or ourability to complete, a particular transaction. This litigation or other similar litigation could also have a materialadverse effect on our financial condition or results of operations.

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 ourquantitative radio audience ratings service.

Our quantitative radio audience ratings service and related software sales represented 88 percent of our totalrevenue for 2012. We expect such sales related to our radio audience ratings service will continue to represent asubstantial portion of our revenue for the foreseeable future. Any factors adversely affecting the pricing of,demand for, or market acceptance of our quantitative radio audience ratings service and related software, such ascompetition, technological change, legislation or regulation, alternative means of valuing advertisingtransactions, economic challenges, or further ownership shifts in the radio industry, could adversely impact ourbusiness, financial position, and operating results.

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

As of the date we filed this Annual Report on Form 10-K with the Securities and Exchange Commission, theMRC accredited the average-quarter-hour monthly ratings data produced by the PPM ratings service in 18markets. The markets are: Atlanta, Baltimore, Charlotte-Gastonia-Rock Hill, Chicago, Cincinnati, Houston,Kansas City, Los Angeles, Milwaukee-Racine, Minneapolis-St. Paul, Philadelphia, Phoenix, Riverside-SanBernardino, San Antonio, San Diego, San Francisco, St. Louis, and Tampa-St. Petersburg-Clearwater. The MRCvoted to not grant accreditation at this time in the remaining 30 PPM markets, and therefore PPM data in thosemarkets continue to be unaccredited. The MRC has accredited our Diary-based ratings service and certain otherservices.

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

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

Privacy and data protection laws may restrict our activities and increase our costs.

Various statutes and rules regulate conduct in areas such as privacy and data protection which may affectour collection, use, storage, and transfer of personally identifiable information both abroad and in the UnitedStates. Compliance with these laws and regulations may require us to make certain investments or may dictatethat we not offer certain types of products and services or only offer such services or products after makingnecessary modifications. Failure to comply with these laws and regulations may result in, among other things,civil and criminal liability, negative publicity, data being blocked from use, and liability under contractualwarranties. In addition, there is an increasing public concern regarding data and consumer protection issues, andthe number of jurisdictions with data protection laws has been increasing. There is also the possibility that thescope of existing privacy laws may be expanded. For example, several countries including the United States haveregulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically,these regulations target sales activity and do not apply to survey research. If the laws were extended to include

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survey research, our ability to recruit research participants could be adversely affected. These or future initiativesmay adversely affect our ability to generate or assemble data or to develop or market current or future productsor services, which could negatively impact our business.

Concern over data security and privacy, including any violations of privacy laws, perceived misuse ofpersonal information, or failure to adhere to the privacy commitments that we make, could cause publicrelations problems and could impair our ability to recruit panelists or maintain panels of sufficient size andscope, which in turn could adversely affect our ability to provide our products.

Any perception of our practices as an invasion of privacy, whether legal or illegal, may subject us to publiccriticism. Existing and future privacy laws and increasing sensitivity of consumers to unauthorized disclosuresand the collection or use of personal information and media usage information may create negative publicreaction related to our business practices. U.S. legislators and various media sources have expressed concern overthe collection of media usage and behavioral information from online, mobile, and telecommunicationsproviders. In addition, U.S. and European lawmakers and regulators have expressed concern over the collectionof personally identifiable information and have issued directives regulating these activities across the EuropeanUnion. Such actions may have a negative effect on businesses that collect or use media usage informationgenerally or substantially increase the cost of maintaining a business that collects or uses media usageinformation. Additionally, public concern has grown regarding certain kinds of downloadable software known as“spyware.” These concerns might cause panelists to refrain from downloading software from the Internet,including our proprietary technology, which could make it difficult to recruit additional panelists or maintain apanel of sufficient size and scope to provide meaningful marketing intelligence. Any resulting reputational harm,potential claims asserted against us or decrease in the size or scope of our panel could reduce the demand for ourservices, increase the cost of recruiting panelists and adversely affect our ability to provide our services to ourcustomers. Any of these effects could harm our business.

Our services involve the storage and transmission of proprietary information. If our security measuresare breached and unauthorized access is obtained, our services may be perceived as not being secure andpanelists and survey respondents may hold us liable for disclosure of personal data, and customers andventure partners may hold us liable or reduce their use of our services.

We store and transmit large volumes of proprietary information and data that contains personallyidentifiable information about individuals. Security breaches could expose us to a risk of loss of this information,litigation, and possible liability and our reputation could be damaged. For example, hackers or individuals whoattempt to breach our network security could, if successful, misappropriate proprietary information or causeinterruptions in our services. If we experience any breaches of our network security or sabotage, we might berequired to expend significant capital and resources to protect against or to alleviate problems. We may not beable to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used toobtain unauthorized access or to sabotage systems change frequently and generally are not recognized untillaunched against a target and, as a result, we may be unable to anticipate these techniques or to implementadequate preventive measures. If an actual or perceived breach of our security occurs, the perception of theeffectiveness of our security measures could be harmed and we could lose current and potential clients.

Any unauthorized disclosure or theft of private information we gather could harm our business.

Unauthorized disclosure of personally identifiable information regarding our panelists and surveyrespondents, whether through breach of our secure network by an unauthorized party, employee theft or misuse,or otherwise, could harm our business. If there were an inadvertent disclosure of personally identifiableinformation, or client confidential information, or if a third party were to gain unauthorized access to thepersonally identifiable or client confidential information we possess, our operations could be seriously disruptedand we could be subject to claims or litigation arising from damages suffered by panel members or pursuant tothe agreements with our customers. In addition, we could incur significant costs in complying with the multitude

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of state, federal and foreign laws regarding the unauthorized disclosure of personal information. Finally, anyperceived or actual unauthorized disclosure of the information we collect could harm our reputation, substantiallyimpair our ability to attract and retain panelists and have an adverse impact on our business.

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

We launched a cross platform media initiative beginning in 2009, which uses our PPM technology andpanels. We do not have significant historical experience in designing, operating, maintaining or integrating crossplatform services among television, radio, Internet, mobile, place-based, and other media. We remain uncertainof the demand for these services, whether these services will be accepted in the marketplace, and the price atwhich customers would be willing to subscribe. This initiative may fail, or incur losses. Our work in crossplatform may bring risks of which we are currently unaware and could have an adverse impact on our business.

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

We operate in businesses that require sophisticated data collection, processing systems, software and othertechnology. Some of the technologies supporting the industries we serve are changing rapidly. We will berequired to adapt to changing technologies, either by developing and marketing new products and services or byenhancing our existing products and services, to meet client demand. Additionally, advertising-supported mediamay be challenged by new technologies that could have an effect on the advertising industry, our customers, andour services. Our continued success will depend on our ability to adapt to changing technologies and to improvethe performance, features, and reliability of our services in response to changing customer and industry demands.

Moreover, the introduction of new products and services embodying new technologies and the emergence ofnew industry standards could render existing products and services obsolete. Our continued success will depend onour ability to adapt to changing technologies, manage and process ever-increasing amounts of data and informationand improve the performance, features and reliability of our existing products and services in response to changingclient and industry demands. We may experience difficulties that could delay or prevent the successful design,development, testing, introduction or marketing of our products and services. New products and services, orenhancements to existing products and services, may not adequately meet the requirements of current andprospective clients or achieve any degree of significant market acceptance. If we fail to meet marketplace needs,other companies may provide competitive products and services, which could reduce demand for our offerings.

The success of our business depends on our ability to recruit persons to participate in our researchsurveys.

Our businesses use meters and diaries to gather data from participants. It is increasingly difficult and costlyto obtain consent from persons to participate in our research. In addition, it is increasingly difficult and costly toensure the selected probability sample of persons mirrors the behaviors and characteristics of the entirepopulation and covers all of the demographic segments requested by our clients. Additionally, as consumersadopt modes of communication other than traditional telephone service, such as mobile, cable and Internetcalling, it may become more difficult for our services to reach and recruit participants for our audiencemeasurement services. If we are unsuccessful in our efforts to recruit appropriate participants and maintainadequate participation levels, our clients may lose confidence in our ratings services and we could lose thesupport of the relevant industry groups. If this were to happen, our audience measurement services may bematerially and adversely affected.

It is difficult to design, recruit, and maintain PPM panels. If we are unable to operate and maintain PPMpanels that appropriately balance research quality, panel size and operational cost, our financial results maysuffer.

The commercial viability of our PPM ratings service and, potentially, other new business initiatives, isdependent on our ability to design, recruit, and maintain panels of persons to carry our Portable People Meters,

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and to ensure appropriate panel composition to accommodate a broad variety of media research services. Ourresearch methodologies require us to maintain panels of sufficient size and appropriately representativedemographic composition. Our research methodologies also require our panelists to comply with certainstandards, such as carrying the meter for a minimum number of hours each day and other survey tasks, in orderfor us to use the data collected by the meter in estimating ratings.

We have commercialized the PPM ratings service in 48 PPM Markets. Maintaining the panels may prove tobe more complex and resource intensive for us to manage than we currently anticipate.

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

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

We have begun implementing address based sampling and targeted in person recruiting in our panels. If weare unable to implement the enhancements as we have designed them and for the cost we anticipate, our businesscould be adversely impacted. Additionally, if the methodological enhancements do not provide the results weanticipate, we may have to spend more money to produce the desired results by using a different method, whichcould adversely impact our business.

Data collection costs are increasing and if we are unable to become more efficient in our data collectionand our management of associated costs, our operating margins and results of operations could suffer.

Our success will depend on our ability to reach and recruit participants and to achieve response ratessufficient to maintain our audience ratings services. As consumers adopt modes of communication other thantelephone landlines, such as cell phones and cable or Internet calling, it is becoming increasingly difficult for usto reach and recruit participants. Recent government estimates have indicated the percentage of cell-phone-onlyhouseholds has been increasing nationally. We seek to include in our samples a statistically representativenumber of persons that reside in cell phone households. We recruit cell phone households based on thegovernment estimates, and thus, our ability to recruit is based on available data, which may not be up-to-date andis only provided in regional estimates, not market-by-market. It has been our experience that recruiting cellphone households and recruiting potential panelists in person is significantly more expensive than recruitinglandline households. We have announced initiatives to increase the percentage of our cell phone households inour Diary and PPM samples and to increase our in person recruitment efforts, which could adversely impact ouroperating margins and results of operations.

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

We use an address-based sampling methodology to recruit cell phone households. We currently acquire thesample from a single vendor. As our address-based sample volume increases, it may be more difficult for ourvendor and more expensive for us to acquire the necessary sample. If this vendor is unable to satisfy all of our

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requirements, we would have to bring some or all of the operations in-house or hire and train one or moreadditional vendors, which could increase expenses and delay the full implementation of improvement initiativesfocused on cell phone sampling, which could harm our business.

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

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

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

Foreign currency exchange rates may adversely affect our results of operations and financial condition.

Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currenciesrelative to the U.S. dollar and may adversely affect our results of operations and financial condition. Increasedstrength of the U.S. dollar will increase the effective price of our services sold in U.S. dollars into othercountries. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products and servicespurchased overseas. Our international sales and expenses are also translated into U.S. dollars for reportingpurposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects.

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

Due to the high-profile nature of our services in the media and marketing information services industry, wecould become the target of additional government regulation, legislation, litigation, activism, or negative publicrelations efforts by various industry groups, market segments, and other interested parties. We strive to be fair,transparent, and impartial in the production of our audience measurement services, and the quality of our U.S.ratings services are voluntarily subject to review and accreditation by the Media Rating Council, a voluntarytrade organization, whose members include many of our key client constituencies. However, criticism of ourbusiness by special interests, and by clients with competing and often conflicting demands on our measurementservices, could result in government interactions and regulation. While we believe that further governmentinteractions and regulation are unnecessary, no assurance can be given that legislation will not be enacted in thefuture that would subject our business to regulation, which could adversely affect our business.

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

As traditional methods of media consumption evolve, we expect to operate in business areas that involvetechnology, methods, and services that are new to us. We may not achieve a significant degree of marketacceptance for these new technologies, methods, and services, nor can we be certain that we will not infringe theintellectual property rights of third parties when offering future services in these new areas. Our existingintellectual property rights may not cover any new technologies, methods, and services that we develop. We may

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face an increased number of intellectual property rights claims. The terms of the resolution of any such legalproceedings and claims could:

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

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

• require us to pay substantial damages;

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

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

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

We have operations outside of the United States that subject us to legal, business, political, cultural andother risks of international operations.

We are expanding our international business activities, which subjects us to a number of risks and burdens,including:

• staffing and managing international operations across different geographic areas;

• multiple, conflicting and changing governmental laws and regulations;

• the possibility of protectionist laws and business practices that favor local companies;

• price and currency exchange rates and controls;

• taxes and tariffs;

• different business practices and legal standards, particularly with respect to intellectual property;

• difficulties in collecting accounts receivable, including longer payment cycles;

• political, social, and economic instability;

• designing and maintaining effective operating and financial controls;

• the possibility of failure of internal controls, including any failure to detect unauthorized transactions; and

• increased costs relating to personnel management as a result of government and other regulations.

In addition, economic conditions in our overseas markets may negatively impact the demand for ourproducts abroad and benefits we receive from those operations.

Work stoppages, union and works council campaigns, labor disputes and other matters associated with ourinternational employees could adversely impact our results of operations and cause us to incur incremental costs.

Certain of our international employees are subject to non-U.S. collective labor arrangements. We are subjectto potential work stoppages, union and works council campaigns and potential labor disputes, any of which couldadversely impact our productivity and results of operations.

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

Our customers derive most of their revenue from transactions involving the sale or purchase of advertising.During recent challenging economic times, advertisers have reduced advertising expenditures, impactingadvertising agencies and media. As a result, advertising agencies and media companies have been and may

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continue to be less likely to purchase our services, which has and could continue to adversely impact ourbusiness, financial position, and operating results.

A broader economic downturn may lead to lower demand for our services or to our customers that haveexpiring contracts with us not to renew or to renew for fewer services, increased incidence of customers’ inabilityto pay their accounts, an increase in our provision for doubtful accounts, an increase in collection cycles foraccounts receivable, insolvency, or bankruptcy of our customers, any of which could adversely affect our resultsof operations, liquidity, cash flows, and financial condition. Additionally, we periodically receive requests fromour customers for pricing concessions.

Potential disruptions in the credit markets could adversely affect our business, including the availabilityand cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, whichcould adversely affect our results of operations, cash flows, and financial condition.

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

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

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

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

If we do not successfully manage the transitions associated with our new CEO, it could have an adverseimpact on our revenues, operations, or results of operations.

On January 3, 2013, we announced, effective as of January 1, 2013, the appointment of our new Presidentand CEO. Our success will be dependent upon his ability to gain proficiency in leading our Company, and hisability to implement or adapt our corporate strategies and initiatives.

Our new CEO could make organizational changes, including changes to our management team and maymake future changes to our Company’s structure. It is important for us to manage successfully these transitionsas our failure to do so could adversely affect our ability to compete effectively.

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

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

• obtaining patent protection for our technology, proprietary methods, and services;

• defending and enforcing our patents once obtained;

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• preserving our trade secrets;

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

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

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

We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright,trademark, service mark and trade secret laws to protect the proprietary aspects of our technology, data andestimates. Some patents related to non-core portions of our PPM technology and its methods have begunexpiring. We do not believe the expiration of these patents will materially adversely affect our business. Ourpatents, when viewed in the aggregate, are of material importance to us. These legal measures afford only limitedprotection, and competitors may gain access to our intellectual property and proprietary information. Litigationmay be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine thevalidity and scope of our proprietary rights. We have been involved in litigation relating to the enforcement ofthe copyrights covering our radio listening estimates. Although we have generally been successful in these cases,there can be no assurance that the copyright laws and other statutory and contractual arrangements we currentlydepend upon will provide us sufficient protection to prevent the use or misappropriation of our audienceestimates, databases and technology in the future. Litigation, regardless of outcome, could result in substantialexpense and a significant diversion of resources with no assurance of success and could adversely impact ourbusiness, financial position and operating results.

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

Costs or judgments associated with significant legal proceedings may adversely affect our results ofoperations.

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

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

We compete with many companies, some of which are larger and have access to greater capital resources.We believe our future growth and success will depend on our ability to compete successfully with othercompanies, some of which may have financial, marketing, technical, and other advantages. We cannot provideany assurance we will be able to compete successfully, and the failure to do so could have a material adverseimpact on our business, financial position, and operating results.

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

We are dependent on a number of key customers, the loss or insolvency of which would significantly reduceour revenue and operating results. In 2012, Clear Channel represented approximately 20 percent of our revenue.Several other large customers represented significant portions of our 2012 revenue.

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

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

Our customer agreements do not prohibit our customers from entering into agreements with any othercompeting service provider, and once the term of the agreement (usually one to seven years) expires, there isgenerally no automatic renewal feature in our customer contracts. It is not unusual for our customer contracts toexpire before renewal negotiations are concluded. Therefore, there may be significant uncertainty as to whether aparticular customer will renew all or part of its contract and, if so, the particular terms of such renewal. If acustomer owning stations in a significant number of markets does not renew its contracts, this would have anadverse 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 ourservices if our costs increase.

We generally enter into long-term contracts with our customers, including contracts for delivery of our radioaudience ratings services. The term of these customer agreements usually ranges from one to seven years. Overthe term of these agreements our costs of providing services may increase, or increase at rates faster than ourhistorical experience. Although our customer contracts generally provide for annual price increases, there can beno assurance these contractual revenue increases will exceed any increased cost of providing our services, whichcould have an adverse impact on our business, financial position and operating results.

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

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

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

Because our services are complex and we have deployed a variety of new computer hardware and software,both developed in-house and acquired from third-party vendors, our hardware or software used to produce ordeliver our services may have errors or defects that could result in unanticipated downtime for our subscribersand harm our reputation and our business. We have from time to time found defects in the hardware or softwareused to produce or deliver our services and new errors in our existing software services may be detected in thefuture. In addition, our customers may use our software services in unanticipated ways that may cause adisruption in software service for other customers attempting to access our data. Because the services we provideare important to our customers’ businesses, any errors, defects, or disruptions in the hardware or software used to

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produce or deliver our services could hurt our reputation and may damage our customers’ businesses. If thatoccurs, customers could elect not to renew, or delay or withhold payment to us, we could lose future sales, orcustomers may make claims against us, which could adversely impact our business, financial position, and resultsof operations.

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

Our customers currently access our services via the Internet. We currently rely on third parties to providedata services and disaster recovery data services. Despite any precautions we may take, any unsuccessful ordelayed data transfers may impair the delivery of our services. Further, any damage to, or failure of, our systemsgenerally could result in interruptions in our service. Interruptions in our service may reduce our revenue, causeus to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect ourrenewal rates and our ability to attract new customers. Our business may be further harmed if customers andpotential customers believe our services are unreliable.

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

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

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

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

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

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

We purchase equipment used in the PPM ratings service and we are currently dependent on two vendors toassemble our PPM equipment. The equipment must be assembled by the vendors in a timely manner, in thequantities needed and with the quality necessary to function appropriately in the market. Certain specialized partsused in the PPM equipment may impact the manufacturing and the timing of the delivery of the equipment to us.We may become liable for design or manufacturing defects in the PPM equipment. In addition, if countries andstates enact additional regulations limiting certain materials, we may be required to redesign some of our PPMcomponents to meet these regulations. A redesign process, whether as a result of changed environmentalregulations or our ability to obtain quality parts, may impact the manufacturing and timing of the delivery of the

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equipment to us. Our failure to obtain, in a timely manner, sufficient quantities of quality equipment to meet ourneeds could adversely impact the commercial deployment of the PPM ratings service and therefore couldadversely impact our operating results.

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

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

The marketing of enhanced access to our respondent-level data to third-party data processors couldadversely impact the revenue derived from our existing software licenses.

We market our respondent-level database and the related software we use to calculate our audienceestimates to certain third parties, which allows them enhanced access to our respondent-level database.Previously, limited access to our respondent-level data was available only to those customers who licensedcertain software services directly from us. As we license our enhanced access to the respondent-level data andsoftware, sales of our existing software services may be adversely impacted.

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

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

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

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

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

Our defined benefit plans allow participants to receive a lump-sum distribution for benefits earned in lieu ofannuity payments when they retire from Arbitron. If the lump-sum distributions made for a calendar year exceedthe total of the service cost and interest cost, we must recognize in that year’s results of operations the pro rataportion of unrecognized actuarial loss equal to the percentage reduction of the projected benefit obligation.During the years ended December 31, 2010, 2009, and 2008, lump-sum payments in certain of our definedbenefit plans exceeded the total of the service cost and the interest cost. This resulted in the recognition of a lossin the amount of $1.2 million, $1.8 million, and $1.7 million for the years ended December 31, 2010, 2009, and2008, respectively. While this did not occur in 2011 or 2012, we cannot predict if or when the lump-sumpayments in certain of our defined benefit plans may again exceed the total of the service cost and the interestcost. Any resulting adjustment could materially reduce operating results. See Note 13 in the Notes toConsolidated Financial Statements contained in this Annual Report on Form 10-K for more informationregarding our retirement plans.

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If our subsidiary in India fails to attract or retain talented software developers and is not successful, wemay incur losses.

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

Risk Factors Relating to Our Indebtedness

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

On November 21, 2011, we entered into a five-year, $150.0 million revolving credit facility that containsfinancial terms, covenants and operating restrictions that could restrict our financial flexibility and couldadversely impact our ability to conduct our business. These include:

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

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

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

If a default occurs, either because we are unable to generate sufficient cash flow to service debt or becausewe fail to comply with one or more of the restrictive covenants, the lenders could elect to declare all of the then-outstanding borrowings, as well as accrued interest and fees, to be immediately due and payable. In addition, adefault may result in the application of higher rates of interest on the amounts due, resulting in higher interestexpense being incurred by us.

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

Risk Factors Relating to Owning Our Common Stock

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

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

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

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

Delaware corporate law and our Amended and Restated Certificate of Incorporation and Bylaws containprovisions that could have the effect of delaying, deferring or preventing a change in control of Arbitron or the

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removal of existing management or directors and, as a result, could prevent our stockholders from being paid apremium for their common stock over the then-prevailing market price. These provisions could also limit theprice that investors might be willing to pay in the future for shares of our common stock. These include:

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

• authorization to issue one or more classes of preferred stock that can be created and issued by theBoard 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 theBoard of Directors and for proposing matters that can be acted upon by stockholders at a meeting; and

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

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

We are involved, from time to time, in litigation and proceedings, including with governmental authorities,arising out of the ordinary course of business. Legal costs for services rendered in the course of theseproceedings are charged to expense as they are incurred.

On April 30, 2008, Plumbers and Pipefitters Local Union No. 630 Pension-Annuity Trust Fund filed asecurities class action lawsuit in the United States District Court for the Southern District of New York on behalfof a purported Class of all purchasers of Arbitron common stock between July 19, 2007, and November 26, 2007.The plaintiff asserts that Arbitron, Stephen B. Morris (our former Chairman, President and Chief ExecutiveOfficer), and Sean R. Creamer (currently our Executive Vice President, and Chief Operating Officer) violatedfederal securities laws. The plaintiff alleges misrepresentations and omissions relating, among other things, to thedelay in commercialization of our PPM ratings service in November 2007, as well as stock sales during theperiod by company insiders who were not named as defendants and Messrs. Morris and Creamer. The plaintiffsought class certification, compensatory damages plus interest and attorneys’ fees, among other remedies. OnSeptember 22, 2008 the plaintiff filed an Amended Class Action Complaint. On November 25, 2008, Arbitron,

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Mr. Morris, and Mr. Creamer each filed Motions to Dismiss the Amended Class Action Complaint. InSeptember 2009, the plaintiff sought leave to file a Second Amended Class Action Complaint in lieu of oralargument on the pending Motions to Dismiss. The court granted leave to file a Second Amended Class ActionComplaint and denied the pending Motions to Dismiss without prejudice. On or about October 19, 2009, theplaintiff filed a Second Amended Class Action Complaint. Arbitron and each of Mr. Morris and Mr. Creameragain moved to dismiss the Second Amended Class Action Complaint. Briefing on motions to dismiss theSecond Amended Class Action Complaint was completed in March 2010. On September 24, 2010, the Courtgranted Mr. Creamer’s motion to dismiss the plaintiff’s claims against him, and all claims against Mr. Creamerwere dismissed with prejudice. The motions to dismiss the Second Amended Class Action Complaint byArbitron and Mr. Morris were denied. Arbitron and Mr. Morris each then filed answers denying the claims. OnSeptember 6, 2011, the Court entered an order granting the plaintiff’s motion to certify the action as a classaction, to appoint the lead plaintiff as class representative, and to appoint its counsel as lead counsel. The courtdefined the class as all purchasers of common stock of the Company who were damaged through purchasingstock during the period July 19, 2007 through November 26, 2007. On February 3, 2012, as a result of amediation process overseen by an independent mediator, the Company and its insurers agreed to settle the casefor $7 million, funded by insurance. Because this is a class action, settlements of this type are subject topreliminary and final review by the Court with an opportunity for class members to respond to the proposedsettlement and object if they so desire. In May 2012, the Court issued an order preliminarily approving thesettlement and Notice of the settlement was sent to the class members. None of the defendants in the settlementadmitted any wrongdoing with respect to the allegations in the case. The Court held a hearing on final approvalof the settlement on October 19, 2012 and issued its Order of Final Approval of the Settlement on October 23,2012, which also terminated the case. No appeal was filed after the Order of Final Approval was entered, so thiscase has now ended.

On or about June 13, 2008, a purported stockholder derivative lawsuit, Pace v. Morris, et al., was filedagainst Arbitron, as a nominal defendant, each of our directors, and certain of our current and former executiveofficers in the Supreme Court of the State of New York for New York County. The derivative lawsuit is based onessentially the same substantive allegations as the securities class action lawsuit. The derivative lawsuit assertsclaims against the defendants for misappropriation of information, breach of fiduciary duty, abuse of control, andunjust enrichment. On July 28, 2011 the derivative plaintiff filed an amended complaint that reiterated, in largepart, the claims of the original complaint filed in 2008. The amended complaint also added claims for breach offiduciary duty related to the retirement of Mr. Morris in 2009 and the resignation of Mr. Skarzynski in 2010. Thederivative plaintiff sought equitable and/or injunctive relief, restitution and disgorgement of profits, plusattorneys’ fees and costs, among other remedies. On January 18, 2013, the derivative plaintiff filed a Stipulationof Discontinuance, which terminated this case.

On January 24, 2013, a putative class action lawsuit was filed in the Court of Chancery of the State ofDelaware regarding the proposed Merger of Merger Sub, a wholly owned subsidiary of Nielsen with and into theCompany. The complaint (“Complaint”) was purportedly filed on behalf of the public shareholders of theCompany, and names as defendants, the Company, each of the Company’s directors, Merger Sub, and Nielsen.The Complaint alleges, among other things, that the Company’s directors breached their fiduciary duties byfailing to maximize shareholder value in a proposed sale of the Company. The Complaint further alleges that theCompany’s preliminary proxy statement fails to provide material information and provides materially misleadinginformation relating to the Merger and that the Company and Nielsen aided and abetted the alleged breaches bythe Company’s directors. The plaintiff seeks, among other things, class action status, an injunction preventing thecompletion of the Merger (or, if the Merger is completed, rescinding the Merger or awarding rescissorydamages), and the payment of attorneys’ fees and expenses. The Company intends to defend itself and itsinterests vigorously against these allegations. We are involved from time to time in a number of judicial andadministrative proceedings considered ordinary with respect to the nature of our current and past operations,including employment-related disputes, contract disputes, government proceedings, customer disputes, and tortclaims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would requiresubstantial expenditures on our part. Some of these matters raise difficult and complex factual and legal issues,

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and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particularaction, and the jurisdiction, forum and law under which each action is pending. Because of this complexity, finaldisposition of some of these proceedings may not occur for several years. As such, we are not always able toestimate the amount of our possible future liabilities. There can be no certainty that we will not ultimately incurcharges in excess of present or future established accruals or insurance coverage. Although occasional adversedecisions (or settlements) may occur, we believe that the likelihood that final disposition of these proceedingswill, considering the merits of the claims, have a material adverse impact on our financial position or results ofoperations is remote.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

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

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ARB.” As ofFebruary 14, 2013, there were 26,689,123 shares outstanding and 2,749 stockholders of record of our commonstock.

The following table sets forth the high and low sale prices of our common stock as reported on the NYSEComposite Tape and the dividends declared per share of our common stock for each quarterly period for the twoyears ended December 31, 2012 and 2011.

2012 1Q 2Q 3Q 4Q Full Year

High $38.00 $39.98 $38.91 $47.20 $47.20Low $32.92 $32.34 $33.83 $34.64 $32.34Dividend $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.40

2011 1Q 2Q 3Q 4Q Full Year

High $44.95 $43.03 $44.61 $42.69 $44.95Low $35.29 $35.23 $30.46 $32.42 $30.46Dividend $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.40

The transfer agent and registrar for our common stock is Broadridge Financial Solutions, Inc.

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data set forth below should be read together with the information under the heading“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” andArbitron’s consolidated financial statements and related notes included in this Annual Report on Form 10-K. Ourstatements of income for the years ended December 31, 2012, 2011, and 2010 and balance sheet data as ofDecember 31, 2012, and 2011 set forth below are derived from audited consolidated financial statementsincluded elsewhere in this Annual Report on Form 10-K. The statement of income data for the years endedDecember 31, 2009, and 2008 and balance sheet data as of December 31, 2010, 2009, and 2008 are derived fromaudited consolidated financial statements of Arbitron not included in this Annual Report on Form 10-K.

As of and for the Years Ended December 31,

2012 2011 2010 2009 2008

(In thousands, except per share data)Statement of Income DataRevenue $449,858 $422,310 $395,379 $384,952 $368,824Costs and expenses 361,626 337,204 329,729 330,111 312,359

Operating income 88,232 85,106 65,650 54,841 56,465Equity in net income of affiliate(s) 7,216 7,255 7,092 7,637 6,677Impairment of investment — (3,477) — — —

Income from continuing operations before interest andincome tax expense 95,448 88,884 72,742 62,478 63,142

Interest expense, net 501 537 970 1,346 1,593

Income from continuing operations before income taxexpense 94,947 88,347 71,772 61,132 61,549

Income tax expense 38,016 35,056 27,294 18,972 24,330

Income from continuing operations 56,931 53,291 44,478 42,160 37,219Loss from discontinued operations, net of taxes — — — — (39)

Net income $ 56,931 $ 53,291 $ 44,478 $ 42,160 $ 37,180

Net Income Per Weighted Average Common ShareBasic

Continuing operations $ 2.15 $ 1.96 $ 1.66 $ 1.59 $ 1.37Discontinued operations — — — — (0.00)

Net income per share, basic $ 2.15 $ 1.96 $ 1.66 $ 1.59 $ 1.37

DilutedContinuing operations $ 2.11 $ 1.93 $ 1.64 $ 1.58 $ 1.37Discontinued operations — — — — (0.00)

Net income per share, diluted $ 2.11 $ 1.93 $ 1.64 $ 1.58 $ 1.36

Cash dividends declared per share $ 0.40 $ 0.40 $ 0.40 $ 0.40 $ 0.40Weighted average common shares used in calculations

Basic 26,479 27,181 26,759 26,493 27,094Diluted 26,994 27,659 27,105 26,676 27,259

Balance Sheet DataCurrent asset $137,683 $ 96,140 $ 94,823 $ 77,637 $ 74,318Total assets 269,092 238,968 229,241 206,287 200,070Long-term debt, including the short-term portion thereof — — 53,000 68,000 85,000Stockholders’ equity (deficit) $153,409 $126,816 $ 77,651 $ 30,575 $ (14,495)Share-based Compensation DataShare-based compensation expense $ 9,188 $ 8,020 $ 6,478 $ 10,031 $ 8,415

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

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

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

Overview

Historically, our quantitative radio ratings services and related software have accounted for a substantialmajority of our revenue. Our quantitative radio ratings services and related software accounted for approximately88 percent of our total revenue in each of the years ended December 31, 2012, 2011, and 2010. Approximately78 percent of our total revenue for 2012, was derived from local radio ratings services, of which approximately75 percent was from the PPM Markets and 25 percent was from our Diary markets. We have one segment whichmeets the quantitative thresholds for being a reportable segment. While we expect our quantitative radio ratingsservices and related software licensing will continue to account for the majority of our revenue for theforeseeable future, we are actively seeking opportunities to diversify our revenue base by, among other things,leveraging the investment we have made in our PPM ratings service and technology.

We have commercialized our PPM ratings service in 48 of the largest United States radio markets. Theseagreements provide for a higher fee for PPM-based ratings than we charged for our Diary-based ratings. Ourcustomer contracts are typically structured to phase in higher PPM service rates over multiple years, including2012 for some customers.

As we commercialized the PPM ratings service over several years, we incurred expenses to build the PPMpanel in each PPM Market in the months before commercializing the service in that market. These costs wereincremental to the costs associated with our Diary-based ratings service during those periods. With thecompletion of our previously announced commercialization plan as of December 31, 2010, our futureperformance will be impacted by our ability to address a variety of challenges and opportunities in the marketsand industries we serve, including our ability to continue to maintain and improve the quality of our PPM andDiary ratings service, and manage increased costs for data collection, arising from among other items, address-based sampling, targeted in-person recruiting and increased numbers of cell phone households, which are moreexpensive for us to recruit than households with landline phones. We currently anticipate that the aggregate costof cell phone household recruitment for the PPM and Diary services, address-based sampling in PPM Markets,and targeted in-person recruitment for the PPM service will be approximately $21.0 million in 2013, as comparedto approximately $18.0 million in 2012.

In addition, we are currently subject to U.S. and international data protection and privacy statutes, rules, andregulations, and may in the future become subject to additional such statutes, rules, and regulations. Complyingwith these laws may require us to make certain investments, make modifications to existing services, or prohibitus from offering certain types of services, any of which may be material and adversely impact our financialresults. Failing to comply could result in civil and criminal liability, negative publicity, data being blocked fromuse, and liability under contracts with our customers, vendors, and partners.

Pending Merger with Nielsen

On December 17, 2012, Nielsen, a leading global provider of information and insights into what consumerswatch and buy, entered into an agreement and Plan of Merger, as amended by Amendment No. 1 to theAgreement and Plan of Merger, dated as of January 25, 2013 (the “Merger Agreement”) to acquire Arbitron (“theMerger”). Under the terms of the Merger Agreement, Nielsen has agreed to acquire all of our outstandingcommon stock for $48.00 per share in cash, which represented a premium of approximately 26 percent to ourclosing price on December 17, 2012. The transaction has been approved by the boards of both companies and issubject to customary closing conditions, including a regulatory review and approval by Arbitron’s stockholders.For additional information regarding the business risks associated with pursuing the Merger, see Item 1A. RiskFactors — Risk Factors Relating to the Merger, in this Annual Report on Form 10-K.

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Sale of TRA Investment

During July 2012, we sold our investment in TRA for approximately $1.7 million, which was approximatelyequal to its $1.7 million carrying value at the time of the sale. Cash proceeds received from the sale amounted toapproximately $1.5 million with an additional $0.2 million deposited in escrow. The escrow funds will bereleased to us in January 2014, less any claims pending against the escrow account. The escrow fund deposit isrecorded on our balance sheet as a portion of our non-current assets.

Stock Repurchases

On February 9, 2012, our Board of Directors authorized a program to repurchase up to $100.0 million inshares of our outstanding common stock through either periodic open-market or private transactions, inaccordance with applicable insider trading and other securities laws and regulations, at then-prevailing marketprices over a period of up to two years ending February 9, 2014. As of December 31, 2012, we repurchased1,372,853 shares of outstanding common stock under this program for approximately $50.0 million. We have notmade any stock repurchases during 2013 through the date that we filed this Annual Report on Form 10-K withthe SEC.

Concentration of Customers

We depend on a limited number of key customers for our ratings services and related software. For example,in 2012, Clear Channel represented approximately 20 percent of our total revenue. Additionally, the amount ofcontract term revenue associated with customer contracts expiring in 2013 is larger, as compared to historicalaverage annual renewal levels. If one or more key customers do not renew all or part of their contracts as theyexpire, we could experience a significant decrease in our operating results.

Critical Accounting Policies and Estimates

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

Software development costs. We capitalize software development costs with respect to significant internaluse software initiatives or enhancements from the time the preliminary project stage is completed andmanagement considers it probable the software will be used to perform the function intended, until the time thesoftware is placed in service for its intended use. Once the software is placed in service, the capitalized costs areamortized over periods of three to five years. We perform an assessment quarterly to determine if it is probableall capitalized software will be used to perform its intended function. If an impairment exists, the software cost iswritten down to estimated fair value. As of December 31, 2012, and 2011, our capitalized software developed forinternal use had carrying amounts of $27.2 million and $28.9 million, respectively, including $9.9 million and$10.4 million, respectively, of software related to the PPM service.

Deferred income taxes. We use the asset and liability method of accounting for income taxes. Under thismethod, income tax expense is recognized for the amount of taxes payable or refundable for the current year andfor deferred tax assets and liabilities for the future tax consequences of events that have been recognized in anentity’s financial statements or tax returns. We must make assumptions, judgments and estimates to determinethe current provision for income taxes and also deferred tax assets and liabilities and any valuation allowance tobe recorded against a deferred tax asset. Our assumptions, judgments, and estimates relative to the currentprovision for income taxes take into account current tax laws, interpretation of current tax laws and possibleoutcomes of current and future audits conducted by domestic and foreign tax authorities. Changes in tax law orinterpretation of tax laws and the resolution of current and future tax audits could significantly impact theamounts provided for income taxes in the consolidated financial statements. Our assumptions, judgments andestimates relative to the value of a deferred tax asset take into account forecasts of the amount and nature offuture taxable income. Actual operating results and the underlying amount and nature of income in future yearscould render current assumptions, judgments and estimates of recoverable net deferred tax assets inaccurate. We

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believe it is more likely than not that we will realize the benefits of these deferred tax assets. Any of theassumptions, judgments and estimates mentioned above could cause actual income tax obligations to differ fromestimates, thus impacting our financial position and results of operations.

We include, in our tax calculation methodology, an assessment of the uncertainty in income taxes byestablishing recognition thresholds for our tax positions. Inherent in our calculation are critical judgments bymanagement related to the determination of the basis for our tax positions. For further information regarding ourunrecognized tax benefits, see Note 12 in the Notes to Consolidated Financial Statements contained in thisAnnual Report on Form 10-K.

Insurance Receivables. During 2008, we became involved in two securities-law civil actions and agovernmental interaction primarily related to the commercialization of our PPM service. Since 2008, we haveincurred a total of $12.9 million in legal fees and expenses in connection with these matters. As of December 31,2012, an aggregate of $10.0 million in insurance reimbursements related to these legal actions had been received.Additionally, in 2012, we submitted claims for business interruption losses incurred by Hurricane Sandy. Ouraggregate insurance claims receivable related to these legal actions, as well as Hurricane Sandy, was $0.3 millionand $1.0 million, as of December 31, 2012, and 2011, respectively. These amounts are included in our prepaidexpenses and other current assets on our balance sheet. See Note 7 in the Notes to Consolidated FinancialStatements for additional information concerning our insurance recovery receivables.

Contingent consideration. The agreement governing the 2011 acquisition of Zokem Oy, now ArbitronMobile Oy (“Arbitron Mobile”), provides for possible additional cash payments to be made by us to the formerZokem shareholders through 2015 of up to $12.0 million, contingent upon Arbitron Mobile reaching certainfinancial performance targets during the four-year measurement period of 2012 through 2015. We estimated thefair value of this contingent consideration to be approximately $0.9 million as of the July 28, 2011 acquisitiondate. We periodically estimate the fair value of the contingent consideration and any change in fair value will berecognized in our consolidated financial results of operations. An increase in the contingent considerationexpected to be paid will result in a charge to operations in the quarter the anticipated fair value of contingentconsideration increases, while a decrease in the contingent consideration expected to be paid will result in acredit to operations in the quarter the anticipated fair value of contingent consideration decreases. The estimate ofthe fair value of contingent consideration requires subjective assumptions to be made of future operating results.We decreased our fair value estimate of the contingent consideration from $1.0 million at December 31, 2011, to$0.6 million at December 31, 2012, due to a decrease in forecasted revenues and earnings during themeasurement period. Future revisions to our assumptions could materially change our estimate of the fair valueof contingent consideration and therefore materially affect our future financial results and financial condition.

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Results of Operations

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011

The following table sets forth information with respect to our consolidated statements of income for theyears ended December 31, 2012 and 2011:

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

(Unaudited)

Years EndedDecember 31,

Increase(Decrease)

Percentage ofRevenue

2012 2011 Dollars Percent 2012 2011

Revenue $449,858 $422,310 $27,548 6.5% 100.0% 100.0%

Costs and expensesCost of revenue 231,936 220,381 11,555 5.2% 51.6% 52.2%Selling, general and administrative 89,123 78,407 10,716 13.7% 19.8% 18.6%Research and development 40,567 38,416 2,151 5.6% 9.0% 9.1%

Total costs and expenses 361,626 337,204 24,422 7.2% 80.4% 79.8%

Operating income 88,232 85,106 3,126 3.7% 19.6% 20.2%Equity in net income of affiliate 7,216 7,255 (39) (0.5%) 1.6% 1.7%Impairment of investment — (3,477) 3,477 NM NM (0.8%)

Income before interest and tax expense 95,448 88,884 6,564 7.4% 21.2% 21.0%Interest income 67 27 40 148.1% 0.0% 0.0%Interest expense 568 564 4 0.7% 0.1% 0.1%

Income before income tax expense 94,947 88,347 6,600 7.5% 21.1% 20.9%Income tax expense 38,016 35,056 2,960 8.4% 8.5% 8.3%

Net income $ 56,931 $ 53,291 $ 3,640 6.8% 12.7% 12.6%

Income per weighted average common shareBasic $ 2.15 $ 1.96 $ 0.19 9.7%

Diluted $ 2.11 $ 1.93 $ 0.18 9.3%

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

Other data:EBIT (1) $ 95,448 $ 88,884 $ 6,564 7.4%EBITDA (1) $126,182 $119,139 $ 7,043 5.9%EBIT Margin (1) 21.2% 21.0%EBITDA Margin (1) 28.0% 28.2%

EBIT and EBITDA Reconciliation (1)Net income $ 56,931 $ 53,291 $ 3,640 6.8%Income tax expense 38,016 35,056 2,960 8.4%Interest (income) (67) (27) 40 148.1%Interest expense 568 564 4 0.7%

EBIT (1) 95,448 88,884 6,564 7.4%Depreciation and amortization 30,734 30,255 479 1.6%

EBITDA (1) $126,182 $119,139 $ 7,043 5.9%

NM — Not meaningfulCertain percentage amounts may not total due to rounding.(1) EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes,

depreciation and amortization) are non-GAAP financial measures that we believe are useful to investors in

39

evaluating our results. For further discussion of these non-GAAP financial measures, see paragraph belowentitled “— EBIT and EBITDA.”

Revenue. Revenue increased by 6.5% or $27.5 million for 2012, as compared to 2011, due primarily to a$22.4 million increase in PPM-based ratings service revenue (in particular the nearly completed phase-in ofcontracted PPM price increases), a $3.7 million increase in our Scarborough qualitative service revenue, a $2.5million increase in Diary-based ratings service revenue, and a $1.3 million increase associated with our ArbitronMobile service. The overall increase in revenue were partially offset by a $0.8 million decrease in PPMInternational ratings revenues.

Cost of Revenue. Cost of revenue increased by 5.2% or $11.6 million for 2012, as compared to 2011. Costof revenue increased primarily due to a $3.8 million increase in PPM variable costs (including higher surveyparticipant incentives and panel management costs resulting from a higher average number of panelists for 2012,as compared to 2011), a $2.7 million increase in aggregate costs associated with address based sampling, in-person recruiting and cell-phone household recruiting, and a $2.7 million increase in Scarborough royalty costsassociated with higher Scarborough revenue for 2012, and a $2.4 million increase in costs associated withArbitron Mobile (which was acquired in July 2011). The overall increase in cost of revenue were partially offsetby a $1.2 million decrease in PPM International costs.

Selling, General, and Administrative. Selling, general, and administrative expense increased by 13.7% or$10.7 million for 2012, as compared to 2011. Selling, general, and administrative costs increased primarily dueto $5.2 million of consulting and legal expenses related to the pending Merger with Nielsen. Additional costs andexpenses are expected be incurred in 2013 as we pursue the completion of the Merger.

In addition, selling, general, and administrative expense for 2012, as compared to 2011, was impacted by a$1.5 million increase in Arbitron Mobile related costs, a $1.3 million increase in share-based compensation, a$1.0 million increase in cross-platform service related costs, and a $0.7 million increase in certain internal usesoftware impairment charges incurred during 2012, as compared to 2011.

Research and Development. Research and development increased by 5.6% or $2.2 million for 2012, ascompared to 2011. Research and development increased primarily due to a $1.0 million increase in developmentcosts related to our Diary service, a $0.9 million increase in engineering development expense (primarily relatedto our cross platform services for 2012), and a $0.5 million increase in costs associated with Arbitron Mobile(which was acquired during the third quarter of 2011).

Income tax expense. The effective tax rate was 40.0% in 2012, which was impacted by $5.2 million of 2012costs associated with the proposed Merger, of which $4.3 million was non-deductible for tax purposes. Theeffective tax rate was 39.7% in 2011, which was impacted primarily by a $0.8 million U.S. deferred tax assetvaluation allowance arising from the net operating loss incurred by Arbitron Mobile during 2011.

EBIT and EBITDA. We believe presenting EBIT and EBITDA, both non-GAAP financial measures, assupplemental information helps investors, analysts and others, if they so choose, understand and evaluate ouroperating performance in some of the same ways we do because EBIT and EBITDA exclude certain items notdirectly related to our core operating performance. We reference these non-GAAP financial measures inassessing current performance and making decisions about internal budgets, resource allocation and financialgoals. EBIT is calculated by deducting interest income from net income and adding back interest expense andincome tax expense to net income. EBITDA is calculated by deducting interest income from net income andadding back interest expense, income tax expense, and depreciation and amortization to net income. EBIT andEBITDA margins are calculated as percentages of revenue. EBIT and EBITDA should not be consideredsubstitutes either for net income, as indicators of our operating performance, or for cash flow, as measures of ourliquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, thepresentation here may not be comparable to other similarly titled measures of other companies.

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EBIT and EBITDA increased by $6.6 million and $7.0 million, respectively, for 2012, as compared to 2011,primarily due to an increase in PPM service revenue of $22.4 million, partially offset by $5.2 million ofconsulting and legal fees incurred in association with initiating the merger with Nielsen in 2012.

Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010

The following table sets forth information with respect to our consolidated statements of income for theyears ended December 31, 2011 and 2010:

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

(Unaudited)

Years EndedDecember 31,

Increase(Decrease)

Percentage ofRevenue

2011 2010 Dollars Percent 2011 2010

Revenue $422,310 $395,379 $26,931 6.8% 100.0% 100.0%

Costs and expensesCost of revenue 220,381 215,329 5,052 2.3% 52.2% 54.5%Selling, general and administrative 78,407 75,255 3,152 4.2% 18.6% 19.0%Research and development 38,416 39,145 (729) (1.9%) 9.1% 9.9%

Total costs and expenses 337,204 329,729 7,475 2.3% 79.8% 83.4%

Operating income 85,106 65,650 19,456 29.6% 20.2% 16.6%Equity in net income of affiliate 7,255 7,092 163 2.3% 1.7% 1.8%Impairment of investment (3,477) — (3,477) NM 0.8% NM

Income before interest and tax expense 88,884 72,742 16,142 22.2% 21.0% 18.4%Interest income 27 14 13 92.9% 0.0% 0.0%Interest expense 564 984 (420) (42.7%) 0.1% 0.2%

Income before income tax expense 88,347 71,772 16,575 23.1% 20.9% 18.2%Income tax expense 35,056 27,294 7,762 28.4% 8.3% 6.9%

Net income $ 53,291 $ 44,478 $ 8,813 19.8% 12.6% 11.2%

Income per weighted average common shareBasic $ 1.96 $ 1.66 $ 0.30 18.1%

Diluted $ 1.93 $ 1.64 $ 0.29 17.7%

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

Other data:EBIT (1) $ 88,884 $ 72,742 $16,142 22.2%EBITDA (1) $119,139 $100,250 $18,889 18.8%EBIT Margin (1) 21.0% 18.3%EBITDA Margin (1) 28.2% 25.3%

EBIT and EBITDA Reconciliation (1)Net income $ 53,291 $ 44,478 $ 8,813 19.8%Income tax expense 35,056 27,294 7,762 28.4%Interest income 27 14 13 92.9%Interest expense 564 984 (420) (42.7%)

EBIT (1) 88,884 72,742 16,142 22.2%Depreciation and amortization 30,255 27,508 2,747 10.0%

EBITDA (1) $119,139 $100,250 $18,889 18.8%

NM — Not meaningfulCertain percentage amounts may not total due to rounding.

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(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 inevaluating our results. For further discussion of these non-GAAP financial measures, see paragraph belowentitled “— EBIT and EBITDA.”

Revenue. Revenue increased by 6.8% or $26.9 million for the year ended December 31, 2011, as comparedto the same period in 2010. PPM-based revenue increased by $51.3 million, primarily due to price escalators inPPM Markets commercialized prior to 2010 and a $20.4 million full year impact attributable to the 15 PPMmarkets commercialized during 2010. In addition, revenue for 2011 was impacted by a $1.6 million increase insoftware service revenue, and a $1.0 million increase in PPM International revenue. These increases in revenuewere partially offset by a $27.5 million decrease in revenue related to the transition from our Diary-based ratingsservice to our PPM-based ratings service.

Cost of Revenue. Cost of revenue increased by 2.3% or $5.1 million for the year ended December 31, 2011,as compared to the same period in 2010. Cost of revenue increased primarily due to a $1.5 million increaserelated to our computer center operations, a $1.3 million increase in labor costs, a $1.3 million increase in PPM-related costs, a $0.8 million increase in cross platform services costs, a $0.6 million increase in PPMInternational costs, and $0.5 million associated with our Arbitron Mobile service acquired during the thirdquarter of 2011. These increases in cost of revenue were partially offset by a $2.0 million decrease for Diary-based service costs related primarily to the corresponding reduction in the number of Diary markets.

Selling, General, and Administrative. Selling, general, and administrative increased by 4.2% or $3.2million for the year ended December 31, 2011, as compared to the same period in 2010. Selling, general, andadministrative increased primarily due to $2.7 million in Arbitron Mobile-related costs and expenses incurredduring 2011, a $2.5 million increase in share-based and long-term employee incentive compensation expense, a$2.0 million increase in short-term employee incentive compensation expense, and a $0.9 million increase in baddebt expense incurred in 2011 as compared to 2010. These increases were partially offset by a $3.7 milliondecrease in employee separation charges, and a $1.2 million supplemental retirement plan settlement chargeincurred during 2010, but not in 2011.

Research and Development. Research and development decreased by 1.9% or $0.7 million for the yearended December 31, 2011, as compared to the same period in 2010. Research and development decreasedprimarily due to a $2.9 million reduction in development costs related to our Diary service, partially offset by a$1.0 million increase in labor and royalty costs associated with acquisition of assets from IMMI, which wascompleted during the second quarter of 2010, and $0.7 million in Arbitron Mobile-related costs and expensesincurred during 2011.

Impairment of investment. During the fourth quarter ended December 31, 2011, we determined that the fairvalue of our investment in TRA fell below its carrying value and we recorded a $3.5 million pre-tax impairmentcharge. No such impairment charge was recorded in 2010.

Income tax expense. Income tax expense increased by 28.4% or $7.8 million for the year endedDecember 31, 2011, as compared to the same period in 2010. The effective tax rate increased from 38.0% in2010 to 39.7% in 2011 primarily due to a valuation allowance with respect to the U.S. deferred tax asset arisingfrom the 2011 net operating loss incurred by Arbitron Mobile.

EBIT and EBITDA. We believe presenting EBIT and EBITDA, both non-GAAP financial measures, assupplemental information helps investors, analysts and others, if they so choose, understand and evaluate ouroperating performance in some of the same ways we do because EBIT and EBITDA exclude certain items notdirectly related to our core operating performance. We reference these non-GAAP financial measures inassessing current performance and making decisions about internal budgets, resource allocation and financialgoals. EBIT is calculated by deducting interest income from net income and adding back interest expense and

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income tax expense to net income. EBITDA is calculated by deducting interest income from net income andadding back interest expense, income tax expense, and depreciation and amortization to net income. EBIT andEBITDA margins are calculated as percentages of revenue. EBIT and EBITDA should not be consideredsubstitutes either for net income, as indicators of our operating performance, or for cash flow, as measures of ourliquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, thepresentation here may not be comparable to other similarly titled measures reported by other companies.

EBIT increased by 22.2% or $16.1 million for the year ended December 31, 2011, as compared to the sameperiod in 2010, primarily due to higher revenue from PPM price escalators in 2011. EBITDA increased by 18.8%or $18.9 million because this non-GAAP financial measure excludes depreciation and amortization, which for2011 increased by $2.7 million as compared to 2010.

Liquidity and Capital Resources

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011

As ofDecember 31,

2012

As ofDecember 31,

2011 Change

Cash and cash equivalents $66,469 $19,715 $46,754Working capital $53,900 $16,250 $37,650Working capital, excluding deferred revenue

which does not require a significant additionalcash outlay $92,397 $53,330 $39,067

Total debt $ — $ — $ —

We have historically relied upon our cash flow from operations, supplemented by borrowings under ouravailable revolving credit facility as needed, to fund our dividends, common stock repurchases, capitalexpenditures, and contractual obligations. We expect, based on current and anticipated levels of operatingperformance, our cash flow from operations, cash and cash equivalents, and availability under our Credit Facilitywill be sufficient to support our operations, as well as any expected costs to be incurred in association withcompleting the pending merger with Nielsen, for the next 12 to 24 months. See “— Credit Facility” below forfurther discussion of the relevant terms and covenants.

Cash flow from operating activities. For the year ended December 31, 2012, the net cash provided byoperating activities was $109.9 million, which was primarily due to $126.2 million of EBITDA, increased by$9.2 million of non-cash share-based compensation and $2.2 million of non-cash bad debt expense, partiallyoffset by $38.3 million in income taxes paid for year ended December 31, 2012. EBITDA is discussed andreconciled to net income in “Item 7. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations — Results of Operations.”

Net cash provided by operating activities for the year ended December 31, 2012, was also positivelyimpacted by a $3.7 million increase in payroll, bonus, and benefit accruals for the year ended December 31,2012, and a $1.6 million increase associated with higher collections in accounts receivable.

Cash flow from investing activities. Net cash used in investing activities for the year ended December 31,2012, and 2011, was $21.2 million and $42.5 million, respectively. This $21.3 million decrease in cash used ininvesting activities was due largely to the $10.6 million cash outlay for the purchase of Arbitron Mobile during2011. There were no acquisitions paid for during 2012. The decrease in property and equipment additions waslargely driven by a $6.6 million decrease in metering equipment and other PPM-related capital expendituresassociated with our next generation PPM 360 equipment for 2012, as compared to 2011. During 2012, we alsoreceived $1.5 million in proceeds from the sale of our TRA cost investment.

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Cash flow used in financing activities. Net cash used in financing activities for year ended December 31,2012, and 2011, was $41.9 million and $61.2 million, respectively. During 2012, we had no outstandingborrowings or repayments under our current Credit Facility, and we repurchased $50.0 million of our commonstock. During 2011, we made no repurchases of our common stock, and we repaid $54.1 million of netrepayments of our then outstanding obligations under our prior credit facility. In addition, there was a $16.0million increase in proceeds from stock option exercises and stock purchase plans for the year endedDecember 31, 2012, due primarily to a significant increase in our stock price during the fourth quarter of 2012.This increase in cash flow was partially offset by a $2.4 million increase in dividends paid, which resulted fromthe fourth quarter of 2012 dividend being paid in December 2012, rather than in January 2013.

Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010

As of December 31,2011

As of December 31,2010 Change

Cash and cash equivalents $19,715 $ 18,925 $ 790Working capital surplus (deficiency) $16,250 $(32,333) $ 48,583Working capital, excluding deferred revenue and

current portion of credit facility $53,330 $ 57,146 $ (3,816)Total debt $ — $ 53,000 $(53,000)

Operating activities. For the year ended December 31, 2011, the net cash provided by operating activitieswas $104.6 million, which was primarily due to $119.1 million in EBITDA, increased by $8.0 million of non-cash share-based compensation and a $3.5 million non-cash impairment charge associated with a cost methodinvestment. These increases were partially offset by $31.7 million in income taxes paid. EBITDA is discussedand reconciled to net income in “Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations — Results of Operations.”

Net cash provided by operating activities for the year ended December 31, 2011, was positively impacted bya $3.5 million decrease in prepaid income taxes. In addition, net cash provided by operating activities included a$4.5 million increase in payroll, bonus, and benefit accruals. These net increases in operating activities for theyear ended December 31, 2011, were partially offset by a $4.9 million decrease in operating activities associatedwith our accounts receivable, which grew primarily due to price escalators associated with our PPM ratingsservice.

Investing activities. Net cash used in investing activities for the years ended December 31, 2011, and 2010,was $42.5 million and $39.2 million, respectively. This $3.3 million increase in cash used in investing activitieswas due primarily to a $8.1 million net increase in business acquisitions, which included a $10.6 million cashoutlay for the purchase of Zokem Oy during 2011, versus a $2.5 million asset acquisition during 2010. Inaddition, capital expenditures increased by $1.5 million for 2011, as compared to 2010, due primarily to a $5.1million increase in internally developed and purchased software, largely offset by a $3.0 million decrease inmetering equipment and other PPM-related capital expenditures. These increases in investing activities werepartially offset by decreases related to a $4.5 million patent licensing arrangement and a $1.8 million investmentin TRA during 2010.

Financing activities. Net cash used in financing activities for the years ended December 31, 2011, and2010, was $61.2 million and $21.9 million, respectively. The $39.3 million increase in net cash used in financingactivities was due primarily to a $38.0 million increase in the net repayment of our outstanding obligations underour 2006 Credit Facility during 2011, as compared to 2010, and a $1.1 million repayment related to Zokem Oydebt assumed in the related acquisition. Net cash used in financing activities also included an increase related to a$3.8 million reduction in stock option exercises for 2011, as compared to 2010, when a substantial number ofstock options were nearing their expiration. These increases to net cash used in financing activities were partiallyoffset by a $3.8 million reversal of a bank overdraft payable during the first quarter of 2010.

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Credit Facility

On November 21, 2011, we entered into the Credit Facility, an agreement with a consortium of lenders toprovide up to $150.0 million of financing through a five-year, unsecured revolving credit facility expiring onNovember 21, 2016. The agreement contains an expansion feature to increase the total financing available underthe Credit Facility by up to $75.0 million to an aggregate of $225.0 million. Such increased financing would beprovided by one or more existing Credit Facility lending institutions, subject to the approval of the lendingbanks, and/or in combination with one or more new lending institutions, subject to the approval of the CreditFacility’s administrative agent. Interest on borrowings under the Credit Facility is calculated based on a floatingrate for a duration of up to six months (or, with the consent of each lender, nine or 12 months), at which time theinterest rate is reset based upon the LIBOR.

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

The following table presents the actual ratios and their threshold limits as defined by the Credit Facility asof December 31, 2012:

Covenant Threshold Actual

Maximum leverage ratio 3.25 0.00Minimum interest coverage ratio 3.00 238

As of December 31, 2012, based upon these financial covenants, there was no default or limit on our abilityto borrow the unused portion of our Credit Facility.

Our Credit Facility contains customary events of default, including nonpayment and breach covenants. Inthe event of default, repayment of borrowings under the Credit Facility could be accelerated. Our Credit Facilityalso contains cross default provisions whereby a default on any material indebtedness, as defined in the CreditFacility, could result in the acceleration of our outstanding debt and the termination of any unused commitmentunder the Credit Facility. The agreement potentially limits, among other things, our ability to sell assets, incuradditional indebtedness, and grant or incur liens on our assets. Under the terms of the Credit Facility, all of ourmaterial domestic subsidiaries, if any, must guarantee the commitment. Currently, we do not have any materialdomestic subsidiaries as defined under the terms of the Credit Facility. Although we do not believe the terms ofour Credit Facility limit the operation of our business in any material respect, the terms of the Credit Facility mayrestrict or prohibit our ability to raise additional debt when needed or could prevent us from investing in othergrowth initiatives. We have been in compliance with the terms of the Credit Facility since the inception of theagreement. As of February 14, 2013, we had no outstanding borrowings under the Credit Facility.

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Contractual Obligations

The following table summarizes our contractual cash obligations as of December 31, 2012 (in thousands):

Payments Due By PeriodLess Than

1 Year1 - 3Years

3 - 5Years

More Than5 Years Total

Operating leases (A) $ 7,179 $11,744 $9,834 $8,491 $37,248Purchase obligations (B) 7,735 — — — 7,735Contributions for retirement plans (C) 2,271 — — — 2,271Unrecognized tax benefits (D) 427 847 64 — 1,338

$17,612 $12,591 $9,898 $8,491 $48,592

(A) See Note 11 in the Notes to Consolidated Financial Statements.(B) 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 notexceed one-year terms.

(C) Amount represents an estimate of our cash contribution for 2013 for our retirement plans. Future cashcontributions will be determined based upon the funded status of the plan. See Note 13 in the Notes toConsolidated Financial Statements.

(D) The amount related to unrecognized tax benefits in the table includes $0.2 million of interest and penalties.See Note 12 in the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We did not enter into any off-balance sheet arrangements during the years ended December 31, 2012, 2011or 2010, nor did we have any off-balance sheet arrangements outstanding as of December 31, 2012, or 2011.

New Accounting Pronouncements

Testing Other Intangibles for Impairment. In July 2012, the Financial Accounting Standards Board(FASB) issued Accounting Standards Update No. 2012-02, Intangibles — Goodwill and Other (Topic 350) —Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to allow entities to use a qualitativeapproach to test indefinite-lived assets for impairment. ASU 2012-02 permits an entity to first perform aqualitative assessment to determine whether it is more likely than not that the fair value of the intangible asset isless than its carrying value. If it is concluded that this is the case, it is necessary to calculate the fair value of theintangible asset and perform the quantitative impairment test. Otherwise, the entity need not perform thequantitative impairment test. ASU 2012-02 is effective for us beginning with interim and annual periods endedduring 2013. We do not expect that the adoption of this guidance will have a material impact on our consolidatedfinancial statements.

Comprehensive Income Presentation. In February 2013, the FASB issued Accounting Standards UpdateNo. 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated OtherComprehensive Income (“ASU 2013-02”), to require an entity to provide information about the amountsreclassified out of accumulated other comprehensive income by component. In addition, an entity is required topresent, either on the face of the statement where net income is presented or in the notes, significant amountsreclassified out of accumulated other comprehensive income by the respective line items of net income but onlyif the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the samereporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety tonet income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provideadditional detail about those amounts. ASU 2013-02 is effective for the Company beginning with interim andannual periods ended during 2013. The Company does not expect that the adoption of this guidance will have amaterial impact on the Company’s consolidated financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our interest income and expense are sensitive to fluctuations in the general level of interest rates. As such,changes in interest rates affect the interest earned on the Company’s cash and cash equivalents and other highlyliquid investments, as well as the value of those investments.

In November 2011, we entered into our Credit Facility with a consortium of lenders to provide us up to$150.0 million of financing. Interest on borrowings under the Credit Facility is calculated based on a floating ratefor a duration of up to nine months, at which time the interest rate is reset based upon the LIBOR. As ofDecember 31, 2012, we had no outstanding borrowings under the Credit Facility. Therefore, a hypotheticalmarket interest rate change of 1% would have zero impact on our results of operations over a 12-month period. Ahypothetical market interest rate change of 1% would have no impact on either the carrying amount or the fairvalue of the Credit Facility. We do not use derivatives for speculative or trading purposes.

Foreign Currency Risk

We are exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposuresare to the euro via our Finnish subsidiary and the Indian rupee via our Indian subsidiary. If we expand our foreignoperations in both Finland and India, our exposure to foreign currency exchange rate trends could increase,resulting in higher or lower translation impacts to our financial results and position.

As of December 31, 2012, we had $11.3 million in recorded intercompany balances on our Finnish andIndian subsidiary balance sheets, which are impacted by fluctuations in currency exchange rates. As the exchangerates increase or decrease, our intercompany balances will be exposed to translation adjustment charges and/orcredits, which will be recognized in our financial results.

Financial statements of foreign subsidiaries are translated into U.S. dollars at current rates at the end of theperiod except that revenue and expenses are translated at average current exchange rates during each reportingperiod. The translation adjustments are recorded in accumulated other comprehensive income (loss) on ourconsolidated balance sheet until the net investment in such foreign subsidiaries is liquidated. As of December 31,2012, the cumulative net currency translation adjustment recorded on our balance sheet reduced ourshareholders’ equity by $2.2 million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ARBITRON INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Reports of Independent Registered Public Accounting Firm 49Consolidated Balance Sheets as of December 31, 2012 and 2011 51Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010 52Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and

2010 53Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010 54Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010 55Notes to Consolidated Financial Statements 56Consolidated Schedule of Valuation and Qualifying Accounts 87

48

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Arbitron Inc.:

We have audited the accompanying consolidated balance sheets of Arbitron Inc. and subsidiaries as ofDecember 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income,stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. Inconnection with our audits of the consolidated financial statements, we also have audited the financial statementschedule listed under item 15(a)(2). These consolidated financial statements and financial statement schedule arethe responsibility of the Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,the financial position of Arbitron Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of theiroperations and their cash flows for each of the years in the three-year period ended December 31, 2012, inconformity with U.S. generally accepted accounting principles. Also in our opinion, the related financialstatement schedule, when considered in relation to the basic consolidated financial statements taken as a whole,presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), Arbitron Inc.’s internal control over financial reporting as of December 31, 2012, based oncriteria established in Internal Control — Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission, and our report dated February 25, 2013, expressed an unqualifiedopinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Baltimore, MarylandFebruary 25, 2013

49

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Arbitron Inc.:

We have audited Arbitron Inc.’s internal control over financial reporting as of December 31, 2012, based oncriteria established in Internal Control — Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Arbitron Inc.’s management is responsible for maintainingeffective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in the accompanying Management’s Report on Internal Control over FinancialReporting. Our responsibility is to express an opinion on the Company’s internal control over financial reportingbased on our audit.

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

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

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

In our opinion, Arbitron Inc. maintained, in all material respects, effective internal control over financialreporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of Arbitron Inc. as of December 31, 2012 and 2011, and therelated consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for eachof the years in the three-year period ended December 31, 2012, and our report dated February 25, 2013,expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Baltimore, MarylandFebruary 25, 2013

50

ARBITRON INC.Consolidated Balance SheetsDecember 31, 2012 and 2011

(In thousands, except par value data)

2012 2011

AssetsCurrent assets

Cash and cash equivalents $ 66,469 $ 19,715Trade accounts receivable, net of allowance for doubtful accounts of $4,856 in 2012,

and $4,615 in 2011 59,185 62,886Prepaid expenses and other current assets 6,516 7,141Deferred tax assets 5,513 6,398

Total current assets 137,683 96,140Equity and other investments 12,501 14,913Property and equipment, net 61,669 70,651Goodwill, net 45,540 45,430Other intangibles, net 8,177 10,526Noncurrent deferred tax assets 2,384 —Other noncurrent assets 1,138 1,308

Total assets $269,092 $238,968

Liabilities and Stockholders’ EquityCurrent liabilities

Accounts payable $ 11,407 $ 10,534Accrued expenses and other current liabilities 33,879 32,276Deferred revenue 38,497 37,080

Total current liabilities 83,783 79,890Noncurrent deferred tax liabilities — 1,302Other noncurrent liabilities 31,900 30,960

Total liabilities 115,683 112,152

Stockholders’ equityPreferred stock, $100.00 par value, 750 shares authorized, no shares issued — —Common stock, $0.50 par value, 500,000 shares authorized, 32,338 shares issued as

of December 31, 2012, and 2011 16,169 16,169Retained earnings 156,530 128,772Common stock held in treasury, 5,714 shares in 2012, and 5,048 shares in 2011 (2,857) (2,524)Accumulated other comprehensive loss (16,433) (15,601)

Total stockholders’ equity 153,409 126,816

Total liabilities and stockholders’ equity $269,092 $238,968

See accompanying notes to consolidated financial statements.

51

ARBITRON INC.Consolidated Statements of Income

Years Ended December 31, 2012, 2011, and 2010(In thousands, except per share data)

2012 2011 2010

Revenue $449,858 $422,310 $395,379

Costs and expensesCost of revenue 231,936 220,381 215,329Selling, general and administrative 89,123 78,407 75,255Research and development 40,567 38,416 39,145

Total costs and expenses 361,626 337,204 329,729

Operating income 88,232 85,106 65,650Equity in net income of affiliate 7,216 7,255 7,092Impairment of investment — (3,477) —

Income before interest and income tax expense 95,448 88,884 72,742Interest income 67 27 14Interest expense 568 564 984

Income before income tax expense 94,947 88,347 71,772Income tax expense 38,016 35,056 27,294

Net income $ 56,931 $ 53,291 $ 44,478

Income per weighted-average common shareBasic $ 2.15 $ 1.96 $ 1.66Diluted $ 2.11 $ 1.93 $ 1.64

Weighted-average common shares used in calculationsBasic 26,479 27,181 26,759Potentially dilutive securities 515 478 346

Diluted 26,994 27,659 27,105

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

See accompanying notes to consolidated financial statements.

52

ARBITRON INC.Consolidated Statements of Comprehensive Income

Years Ended December 31, 2012, 2011, and 2010(In thousands)

2012 2011 2010

Net income $56,931 $53,291 $44,478Other comprehensive income (loss)

Foreign currency translation adjustment (90) (1,688) (150)

Retirement liabilities:Net actuarial loss arising during the period (3,322) (7,878) (695)Less: amortization of net actuarial loss included in net periodic cost for

retirement plans 2,098 1,551 1,236Settlement charge included in net periodic cost for retirement plans — — 1,222

Retirement liabilities — before tax (1,224) (6,327) 1,763Income tax (expense) benefit 482 2,474 (691)

Retirement liabilities — after tax (742) (3,853) 1,072

Other comprehensive income (loss), net of tax (832) (5,541) 922

Comprehensive income $56,099 $47,750 $45,400

See accompanying notes to consolidated financial statements.

53

ARBITRON INC.Consolidated Statements of Stockholders’ EquityYears Ended December 31, 2012, 2011, and 2010

(In thousands)

Number ofShares

OutstandingCommon

StockRetainedEarnings

Common StockHeld in

Treasury

AccumulatedOther

ComprehensiveLoss

TotalStockholders’

Equity

Balance at December 31, 2009 26,588 16,169 28,263 (2,875) (10,982) 30,575Net income — — 44,478 — — 44,478Other comprehensive income — — — — 922 922Dividends declared — — (10,711) — — (10,711)Common stock issued from treasury

stock 467 — 5,650 233 — 5,883Non-cash share-based compensation — — 6,478 — — 6,478Excess tax benefits from share-based

awards — — 26 — — 26

Balance at December 31, 2010 27,055 16,169 74,184 (2,642) (10,060) 77,651Net income — — 53,291 — — 53,291Other comprehensive loss — — — — (5,541) (5,541)Dividends declared — — (10,879) — — (10,879)Common stock issued from treasury

stock 235 — 3,229 118 — 3,347Non-cash share-based compensation — — 8,020 — — 8,020Excess tax benefits from share-based

awards — — 927 — — 927

Balance at December 31, 2011 27,290 $16,169 $128,772 $(2,524) $(15,601) $126,816Net income — — 56,931 — — 56,931Other comprehensive loss — — — — (832) (832)Dividends declared — — (10,569) — — (10,569)Common stock repurchased (1,373) — (49,339) (686) — (50,025)Common stock issued from treasury

stock 707 — 19,893 353 — 20,246Non-cash share-based compensation — — 9,188 — — 9,188Excess tax benefits from share-based

awards — — 1,654 — — 1,654

Balance at December 31, 2012 26,624 $16,169 $156,530 $(2,857) $(16,433) $153,409

See accompanying notes to consolidated financial statements.

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ARBITRON INC.Consolidated Statements of Cash Flows

Years Ended December 31, 2012, 2011, and 2010(in thousands)

Cash flows from operating activities 2012 2011 2010

Net income $ 56,931 $ 53,291 $ 44,478Adjustments to reconcile net income to net cash provided by operating

activitiesDepreciation and amortization of property and equipment 28,310 28,542 26,686Amortization of other intangible assets 2,424 1,713 822Loss on asset disposals and impairments of property and equipment 3,014 2,123 3,011Loss due to retirement plan settlements — — 1,222Loss on impairment of investment — 3,477 —Deferred income taxes (2,791) (1,707) 6,147Equity in net income of affiliate (7,216) (7,255) (7,092)Distributions from affiliate 7,925 7,250 7,425Bad debt expense 2,235 2,234 1,375Non-cash share-based compensation 9,188 8,020 6,478Changes in operating assets and liabilities

Trade accounts receivable 1,466 (4,884) (8,576)Prepaid expenses and other assets 1,751 4,211 70Accounts payable 1,219 1,340 (1,959)Accrued expense and other current liabilities 3,255 2,817 (1,465)Deferred revenue 1,417 601 (6,669)Other noncurrent liabilities 736 2,825 (143)

Net cash provided by operating activities 109,864 104,598 71,810

Cash flows from investing activitiesAdditions to property and equipment (22,672) (31,967) (30,425)License of other intangible assets — — (4,500)Purchases of equity and other investments — — (1,780)Proceeds from sale of cost investment 1,466 — —Payments for business acquisitions, net of cash acquired — (10,553) (2,500)

Net cash used in investing activities (21,206) (42,520) (39,205)

Cash flows from financing activitiesProceeds from stock option exercises and stock purchase plan 19,793 3,775 7,560Stock repurchases (50,025) — —Excess tax benefits realized from share-based awards 1,654 927 26Payments for deferred financing costs — (998) —Dividends paid to stockholders (13,296) (10,849) (10,667)Change in bank overdraft payables — — (3,833)Debt borrowings — 15,000 10,000Debt repayments — (69,103) (25,000)

Net cash used in financing activities (41,874) (61,248) (21,914)

Effect of exchange rate changes on cash and cash equivalents (30) (40) 17

Net increase in cash and cash equivalents 46,754 790 10,708Cash and cash equivalents at beginning of year 19,715 18,925 8,217

Cash and cash equivalents at end of year $ 66,469 $ 19,715 $ 18,925

See accompanying notes to consolidated financial statements.

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ARBITRON INC.

Notes to Consolidated Financial Statements

1. Basis of Presentation

Basis of Consolidation

The consolidated financial statements of Arbitron Inc. (“Arbitron” or the “Company”) for the year endedDecember 31, 2012, reflect the consolidated financial position, results of operations and cash flows of theCompany and its wholly-owned subsidiaries: Arbitron Holdings Inc., Arbitron Mobile Oy, Astro West LLC,Cardinal North LLC, Ceridian Infotech (India) Private Limited, Arbitron International, LLC, and ArbitronTechnology Services India Private Limited. For the year ended December 31, 2011, the consolidated financialstatements reflected the results of operations and cash flows of Arbitron Mobile Oy and Cardinal North LLCincurred subsequent to the acquisition of Zokem Oy during the month ended July 31, 2011. All significantintercompany balances and transactions have been eliminated in consolidation. The Company has one segmentwhich meets the quantitative thresholds for being a reportable segment. Certain prior years amounts in the notesto the consolidated financial statements have been reclassified to conform to the current period’s presentation.

Description of Business

Arbitron is a leading media and marketing information services firm primarily serving radio, advertisers,advertising agencies, cable and broadcast television, retailers, out-of-home media, online media, mobile media,telecommunications providers, and print media. Our main service is:

• estimating the size and composition of radio audiences in local markets and of audiences to networkradio programming and commercials in the United States.

We also provide services in the following areas:

• estimating the size and composition of audiences to media other than radio, including mobile media,television viewed out-of-home, and content distributed on multiple platforms; we also analyze thebehavior of smartphone and tablet users;

• providing qualitative information about consumers, including their lifestyles, shopping patterns, anduse of media; and

• providing software to access and analyze media audience and marketing information data.

2. Summary of Significant Accounting Policies

Revenue Recognition

Syndicated or recurring services are licensed on a contractual basis. Revenues for such services arerecognized over the term of the license agreement as services are delivered. Customer billings in advance ofdelivery are recorded as a deferred revenue liability. Deferred revenue relates primarily to quantitative radiomeasurement surveys which are delivered to customers in the subsequent quarterly or monthly period. Softwarerevenue is recognized ratably over the life of the subscription. The subscriptions allow access to the most currentversions of the software, which includes all enhancements and upgrades, if any, that occur during the licenseterm at no additional cost to the customer. The Company prices each service separately. Customers are notrequired to license one or more of the services. Sales tax charged to customers is presented on a net basis withinthe consolidated income statement and excluded from revenues.

Expense Recognition

Direct costs associated with the Company’s data collection, diary processing and maintenance of theCompany’s Portable People Meter™ (PPM™) ratings service are recognized when incurred and are included in

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cost of revenue. Selling, general, and administrative expenses are recognized when incurred. Research anddevelopment expenses are recognized when incurred and consist primarily of expenses associated with thedevelopment of new products and customer software and other technical expenses including maintenance ofoperations and reporting systems.

Cash Equivalents

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

Trade Accounts Receivable

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

Inventories

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

Property and Equipment

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

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

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

Expenditures for significant software purchases and software developed for internal use are capitalized. Forsoftware developed for internal use, external direct costs for materials and services and certain payroll andrelated fringe benefit costs are capitalized as well. The costs are capitalized from the time that the preliminaryproject stage is completed and management considers it probable that the software will be used to perform thefunction intended until the time the software is placed in service for its intended use. Once the software is placedin service, the capitalized costs are amortized over periods of three to five years. Management performs anassessment quarterly to determine if it is probable that all capitalized software will be used to perform itsintended function. If an impairment exists, the software cost is written down to estimated fair value.

Development costs of software to be sold, leased or otherwise marketed are subject to capitalizationbeginning when the software’s technological feasibility has been established and ending when the software isavailable for general release to customers. To date, the Company’s software has been released to customers atsubstantially the same time technological feasibility has been established. Costs incurred subsequent to theachievement of technological feasibility are not significant and therefore no development costs have beencapitalized.

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Equity and Other Investments

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

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and otherintangible assets acquired in a purchase business combination and determined to have an indefinite useful life arenot amortized. Goodwill and intangible assets not subject to amortization are tested annually for impairment ormore frequently if events and circumstances indicate that the asset might be impaired. The Company performs itsannual impairment test at the reporting unit level as of January 1st for each fiscal year. Current FinancialAccounting Standards Board (“FASB”) guidance provides entities with the option to perform a qualitativeassessment prior to calculating the estimated fair value of a reporting unit, the first step of the required annualgoodwill impairment test. Entities able to qualitatively conclude that the fair value of a reporting unit more likelythan not (a likelihood of more than 50%) exceeds its carrying amount can bypass the existing requirement toperform the quantitative annual impairment test. The Company also has the option to perform the two-stepquantitative test without performing the qualitative test in any given reporting period. An impairment loss isrecognized to the extent that the two-step test indicates that the carrying amount of the asset exceeds its fairvalue. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives totheir estimated residual values, and are regularly reviewed for impairment.

Impairment of Long-Lived Assets

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

Income Taxes

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

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Net Income per Weighted Average Common Share

The computations of basic and diluted net income per weighted-average common share for 2012, 2011, and2010 are based on the Company’s weighted-average shares of common stock and potentially dilutive securitiesoutstanding. Potentially dilutive securities are calculated in accordance with the treasury stock method, whichassumes the proceeds from the exercise of all stock options are used to repurchase the Company’s common stockat the average market price for the period. As of December 31, 2012, 2011, and 2010, there were stock options topurchase 1,603,334 shares, 2,043,774 shares, and 2,020,767 shares of the Company’s common stock outstanding,respectively, of which stock options to purchase 874,298 shares, 1,116,106 shares, and 1,179,840 shares of theCompany’s common stock, respectively, were excluded from the computation of the diluted net income perweighted-average common share, either because the stock options’ exercise prices were greater than the averagemarket price of the Company’s common shares or assumed repurchases from proceeds from the stock options’exercise were antidilutive.

Translation of Foreign Currencies

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

Advertising Expense

The Company recognizes advertising expense the first time advertising takes place. Advertising expense forthe years ended December 31, 2012, 2011 and 2010, was $1.0 million, $1.4 million, and $1.0 million,respectively.

Accounting Estimates

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

Legal Matters

The Company is involved, from time to time, in litigation and proceedings arising out of the ordinary courseof business. Legal costs for services rendered in the course of these proceedings are charged to expense as theyare incurred.

Leases

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

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New Accounting Pronouncements

Testing Other Intangibles for Impairment. In July 2012, the Financial Accounting Standards Board(FASB) issued Accounting Standards Update No. 2012-02, Intangibles — Goodwill and Other (Topic 350) —Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to allow entities to use a qualitativeapproach to test indefinite-lived assets for impairment. ASU 2012-02 permits an entity to first perform aqualitative assessment to determine whether it is more likely than not that the fair value of the intangible asset isless than its carrying value. If it is concluded that this is the case, it is necessary to calculate the fair value of theintangible asset and perform the quantitative impairment test. Otherwise, the entity need not perform thequantitative impairment test. ASU 2012-02 is effective for the Company beginning with interim and annualperiods ended during 2013. The Company does not expect that the adoption of this guidance will have a materialimpact on the Company’s consolidated financial statements.

Comprehensive Income Presentation. In February 2013, the FASB issued Accounting Standards UpdateNo. 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated OtherComprehensive Income (“ASU 2013-02”), to require an entity to provide information about the amountsreclassified out of accumulated other comprehensive income by component. In addition, an entity is required topresent, either on the face of the statement where net income is presented or in the notes, significant amountsreclassified out of accumulated other comprehensive income by the respective line items of net income but onlyif the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the samereporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety tonet income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provideadditional detail about those amounts. ASU 2013-02 is effective for the Company beginning with interim andannual periods ended during 2013. The Company does not expect that the adoption of this guidance will have amaterial impact on the Company’s consolidated financial statements.

3. Pending Merger with Nielsen

On December 17, 2012, we entered into an Agreement and Plan of Merger, as amended by AmendmentNo. 1 to the Agreement and Plan of Merger, dated as of January 25, 2013, with Nielsen and TNC Sub ICorporation, a Delaware corporation and an indirect wholly owned subsidiary of Nielsen (“Merger Sub”),pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with andinto us (the “Merger”) with Arbitron Inc. surviving as an indirect wholly-owned subsidiary of Nielsen. Theproposed Merger has been approved by the boards of both companies and is subject to customary closingconditions, including a regulatory review and approval by Arbitron’s stockholders. The Company recognized$5.2 million in selling, general, and administrative expense for consulting and legal services received inassociation with the Merger during the fourth quarter ended December 31, 2012. The Company’s net of taximpact to net income for the year ended December 31, 2012, of these Merger costs was $4.9 million.

4. Equity and Other Investments

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

December 31,2012

December 31,2011

Equity investment $12,501 $13,210Cost investment — 1,703

Equity and other investments $12,501 $14,913

Equity investment. The Company’s 49.5% investment in Scarborough Research (“Scarborough”), aDelaware general partnership, is accounted for using the equity method of accounting. Under the Scarboroughpartnership agreement, the Company has the exclusive right to license Scarborough’s services to radiobroadcasters, cable companies, out-of-home media, and advertisers and advertising agencies. The Company pays

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a royalty fee to Scarborough based on a percentage of revenues. Royalties of $29.2 million, $26.2 million, and$26.2 million for 2012, 2011, and 2010, respectively, are included in cost of revenue in the Company’sconsolidated statements of income. Accrued royalties due to Scarborough as of December 31, 2012, and 2011, of$5.3 million and $5.1 million, respectively, are recorded in accrued expenses and other current liabilities in theconsolidated balance sheets.

Scarborough’s revenue was $67.5 million, $65.7 million, and $64.3 million in 2012, 2011 and 2010,respectively. Scarborough’s net income was $15.2 million, $14.5 million, and $14.2 million, respectively in thesame periods. Scarborough’s total assets and liabilities as of December 31, 2012, were $26.0 million and$4.6 million, respectively, and $25.0 million and $2.9 million, as of December 31, 2011, respectively.

Cost investment. During the month ended July 31, 2012, the Company sold its $1.7 million preferred stockinvestment in TRA Global, Inc. (“TRA”). Prior to the sale, the TRA investment was accounted for using the costmethod of accounting. The proceeds from the sale were approximately equal to the investment’s carrying value.Cash proceeds received from the sale amounted to approximately $1.5 million as of December 31, 2012, with anadditional $0.2 million deposited in escrow. The escrow funds will be released to the Company in January 2014,less any claims pending against the escrow account. The escrow fund deposit is recorded on the Company’sbalance sheet as a portion of the Company’s non-current assets. During the fourth quarter ended December 31,2011, the Company determined that the fair value of its investment in TRA fell below its carrying value and theCompany recorded a $3.5 million impairment charge. The following table shows the investment activity for eachof the Company’s affiliates during 2012, 2011, and 2010.

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Summary of Investment Activity in Affiliates (in thousands)

Year Ended December 31, 2012 Year Ended December 31, 2011 Year Ended December 31, 2010

Scarborough TRA Total Scarborough TRA Total Scarborough TRA Total

Beginning balance $13,210 $ 1,703 $14,913 $13,205 $ 5,180 $18,385 $13,538 $3,400 $16,938Equity in net income 7,216 — 7,216 7,255 — 7,255 7,092 — 7,092Impairment loss — — — — (3,477) (3,477) — — —Distributions from

investee (7,925) — (7,925) (7,250) — (7,250) (7,425) — (7,425)Proceeds from sale of

investment — (1,466) (1,466) — — — — — —Receivable from sale

of investment — (214) (214) — — — — — —Loss on sale of

investment — (23) (23) — — — — — —Cash investments — — — — — — — 1,780 1,780

Ending balance $12,501 $ — $12,501 $13,210 $ 1,703 $14,913 $13,205 $5,180 $18,385

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5. Property and Equipment

Property and equipment as of December 31, 2012, and 2011 consisted of the following (in thousands):

2012 2011

Purchased and internally developed software $ 83,239 $ 73,561Portable People Meter equipment 45,570 49,601Computer equipment 23,793 21,776Leasehold improvements 18,780 17,833Machinery, furniture and fixtures 9,218 8,598

180,600 171,369Accumulated depreciation and amortization (118,931) (100,718)

Property and equipment, net $ 61,669 $ 70,651

For the Years Ended December 31,

Additional Information 2012 2011 2010

Depreciation and Amortization of Property andEquipment:

Cost of revenue $25,332 $26,319 $24,778Selling, general, and administrative 2,634 1,748 1,628Research and development 344 475 280

Total depreciation and amortization expense $28,310 $28,542 $26,686

Impairment charges associated with property andequipment and recognized in selling, general, andadministrative expense $ 909 $ 162 $ 628

Loss on asset disposals $ 2,082 $ 1,961 $ 2,383Interest capitalized during the year $ — $ 39 $ 34

6. Goodwill and Other Intangible Assets

Goodwill. Goodwill is measured for impairment annually as of January 1 at the reporting unit level. Avaluation is also performed when conditions arise that management determines could potentially trigger animpairment. As of January 1, 2012, the Company had two reporting units, including the Arbitron reporting unit towhich all of the Company’s goodwill has been allocated, except for the goodwill associated with the Zokem Oyacquisition in 2011. The goodwill associated with this acquisition is allocated to the Company’s Arbitron Mobilereporting unit.

The Company performed a qualitative assessment to determine if the goodwill was impaired. Afterassessing the totality of events or circumstances for the Arbitron reporting unit, the Company determined that itis not more likely than not that the fair value of the Arbitron reporting unit was less than its carrying amount.Therefore, for the fiscal year ended December 31, 2012, no impairment exists for the Arbitron reporting unit. Forthe Arbitron Mobile reporting unit, revenues and earnings were lower than forecasted for 2012. As a result,during the fourth quarter of 2012, step one of the quantitative two-step goodwill impairment test was performed.For impairment evaluation purposes, the Company’s estimate of the fair value of the Arbitron Mobile reportingunit was estimated using a model of discounted projected cash flow earnings for the next five years. TheCompany determined that the estimated fair value of the Arbitron Mobile reporting unit exceeded its carryingvalue, and therefore, for the fiscal year ended December 31, 2012, no impairment exists for the Arbitron Mobilereporting unit.

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The following table presents additional information regarding the Company’s goodwill (in thousands):

2012 2011

Balance at January 1, $45,430 $38,895Zokem Oy addition — 7,132Translation effect 110 (597)

Balance at December 31, $45,540 $45,430

Acquisitions. No acquisitions were consummated during 2012. On July 28, 2011, a wholly-owned subsidiaryof the Company acquired Zokem Oy, which is now be consolidated as Arbitron Mobile. The purchase price was$10.6 million in cash plus a contingent consideration arrangement with an estimated fair value of approximately$0.9 million as of the acquisition date. The contingent consideration arrangement provides for possible additionalcash payments to be made by the Company to the former Zokem shareholders through 2015 of up to $12.0million, which are contingent upon Arbitron Mobile reaching certain financial performance targets in the future.The acquisition date fair value estimate was determined by applying the income approach method. The keyassumptions used in the fair value valuation included a probability-weighted range of performance targets for thefour-year measurement period of 2012 through 2015 and an adjusted discount rate. The Company periodicallyreassesses the fair value of the contingent consideration. The Company’s fair value estimate of the contingentconsideration was decreased from $1.0 million at December 31, 2011, to $0.6 million at December 31, 2012, dueto a decrease in forecasted revenues and earnings during the measurement period. The contingent consideration isrecorded in other noncurrent liabilities on the Company’s consolidated balance sheet as of December 31, 2012.The other intangible assets acquired are being amortized over a weighted average life of 5 years. The amount ofArbitron Mobile acquisition-related costs incurred and charged to selling, general and administrative expenseduring 2011 was $0.7 million.

Other intangible assets. Other intangible assets are being amortized to expense over their estimated usefullives. Amortization expense for other intangible assets was $2.4 million, $1.7 million, and $0.8 million for theyears ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, and 2011, theCompany had no intangible assets with indefinite useful lives.

The following table presents additional information regarding the Company’s other intangible assets (inthousands):

December 31, 2012

Acquiredsoftware andtrademarks

Patentlicenses

Non-competecovenant Customer lists Total

Gross balance $ 6,517 $ 4,500 $ 499 $ 2,247 $13,763Accumulated Amortization (2,258) (1,773) (356) (1,199) (5,586)

Net $ 4,259 $ 2,727 $ 143 $ 1,048 $ 8,177

December 31, 2011

Acquiredsoftware andtrademarks

Patentlicenses

Non-competecovenant Customer lists Total

Gross balance $6,425 $ 4,500 $ 489 $2,230 $13,644Accumulated Amortization (947) (1,130) (104) (937) (3,118)

Net $5,478 $ 3,370 $ 385 $1,293 $10,526

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

Amount

2013 $2,3582014 $2,2152015 $1,9832016 $1,2812017 $ 275Thereafter $ 65

7. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2012, and 2011, consisted of the following (inthousands):

December 31, 2012 December 31, 2011

Survey incentives and prepaid postage $2,053 $1,770Prepaid income taxes 1,308 1,984Stock option proceeds receivable 757 4Insurance recovery receivables 329 993Other 2,069 2,390

Prepaid expenses and other current assets $6,516 $7,141

Insurance recovery receivables. During 2008, the Company became involved in two securities-law civilactions and a governmental interaction primarily related to the commercialization of the Company’s PPMservice. The management of the Company believes a majority of the legal fees and costs associated with thislitigation are covered by the Company’s Directors and Officers insurance policy and therefore has recognized aninsurance recovery receivable. On February 3, 2012, as a result of a mediation process overseen by anindependent mediator, the Company and its insurers agreed to settle the class action for $7.0 million, which wasfunded by insurance. From 2008 until 2012, the Company had incurred approximately $12.9 million in legal feesand costs in defense of its positions related thereto, and the Company had received $10.0 million in insurancereimbursements related to these legal actions. For additional information regarding the Company’s legal matters,see the discussion in “Item 3. Legal Proceedings.”

For 2012, 2011, and 2010, the Company incurred approximately $0.8 million, $2.4 million, and$0.9 million, respectively, in related legal fees, which were recognized as increases to selling, general, andadministrative expense. These legal fees were offset by $1.1 million, $2.4 million and $0.9 million, includingboth estimated and paid insurance recoveries, which were recognized as reductions to selling, general andadministrative expense during 2012, 2011, and 2010, respectively.

During 2012, the Company incurred business interruption losses as a result of Hurricane Sandy, whichreduced our revenue by $0.3 million for 2012. This lost revenue was partially offset by approximately $0.3million in estimated insurance recoveries, recognized as reductions to selling, general, and administrativeexpense during 2012.

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8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2012, and 2011, consisted of thefollowing (in thousands):

2012 2011

Employee compensation and benefits $26,253 $20,585Royalties due to Scarborough 5,298 5,061Dividend payable — 2,727Other 2,328 3,903

$33,879 $32,276

9. Debt

On November 21, 2011, the Company entered into a new agreement with a consortium of lenders to provideup to $150.0 million of financing to the Company through a five-year, unsecured revolving credit facility (the“Credit Facility”) expiring on November 21, 2016. The agreement contains an expansion feature to increase thetotal financing available under the Credit Facility by up to $75.0 million to an aggregate of $225.0 million. Suchincreased financing would be provided by one or more existing Credit Facility lending institutions, subject to theapproval of the lending banks, and/or in combination with one or more new lending institutions, subject to theapproval of the Credit Facility’s administrative agent. The Credit Facility includes a $20.0 million maximumletter of credit commitment. As of December 31, 2012, the Company had outstanding letters of credit of $0.2million.

The Credit Facility has two borrowing options, a Eurodollar rate option or an alternate base rate option, asdefined in the Credit Facility. Under the Eurodollar option, the Company may elect interest periods of one, two,three or six months (or, with the consent of each lender, nine or twelve months) at the inception date and eachrenewal date. Borrowings under the Eurodollar option bear interest at the London Interbank Offered Rate(LIBOR) plus a margin of 1.05% to 1.40%. Borrowings under the base rate option bear interest at the higher ofthe lead lender’s prime rate, the Federal Funds rate plus 50 basis points, or the one-month LIBOR rate adjustedfor the statutory reserve rate plus 1%. The specific margins, under the Eurodollar rate option, is determined basedon the Company’s leverage ratio and is subject to adjustment every 90 days. The Credit Facility contains afacility fee provision whereby the Company is charged a fee, ranging from 0.20% to 0.35%, applied to the totalamount of the commitment.

Interest paid in 2012, 2011, and 2010, was $0.4 million, $0.5 million, and $0.9 million, respectively. Nointerest was capitalized during 2012. Interest capitalized was less than $0.1 million for each of 2011 and 2010.Non-cash amortization of deferred financing costs classified as interest expense was $0.2 million, $0.1 million,and $0.1 million in 2012, 2011, and 2010, respectively. As of December 31, 2012, there were no outstandingborrowings under the Credit Facility.

The Credit Facility contains certain financial covenants, and limits, among other things, the Company’sability to sell certain assets, incur additional indebtedness, and grant or incur liens on its assets. The material debtcovenants under the Company’s Credit Facility include both a maximum leverage ratio (“leverage ratio”) and aminimum interest coverage ratio (“interest coverage ratio”). The leverage ratio is a non-GAAP financial measureequal to the amount of the Company’s consolidated total indebtedness, as defined in the Credit Facility, dividedby a contractually defined adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and non-cashcompensation (“Consolidated EBITDA”) for the trailing four-quarter period. The interest coverage ratio is a non-GAAP financial measure equal to the same contractually defined Consolidated EBITDA divided by total interestexpense. Both ratios are designed as measures of the Company’s ability to meet current and future obligations.As of December 31, 2012, based upon these financial covenants, there was no default or limit on the Company’sability to borrow the unused portion of the Credit Facility.

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The Credit Facility also contains customary events of default, including nonpayment and breach covenants.In the event of default, repayment of borrowings under the Credit Facility, as well as the payment of accruedinterest and fees, could be accelerated. The Credit Facility also contains cross default provisions whereby adefault on any material indebtedness, as defined in the Credit Facility, could result in the acceleration of ouroutstanding debt and the termination of any unused commitment under the Credit Facility. In addition, a defaultmay result in the application of higher rates of interest on the amounts due. The Company currently has nomaterial outstanding debt.

Under the terms of the Credit Facility, all of the Company’s material domestic subsidiaries, if any,guarantee the commitment. As of December 31, 2012, the Company had no material domestic subsidiaries asdefined by the terms of the Credit Facility. As of December 31, 2012, the Company was in compliance with theterms of its Credit Facility.

10. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of December 31, 2012, and 2011, were asfollows (in thousands):

2012 2011

Foreign currency translation adjustment $ (2,238) $ (2,148)Retirement plan liabilities, net of tax (14,195) (13,453)

Accumulated other comprehensive loss $(16,433) $(15,601)

11. Commitments and Contingencies

Leases

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

A summary of rental expense for the three years ended December 31, 2012, 2011, and 2010, is presentedbelow, as well as the future minimum lease commitments under noncancelable operating leases having an initialterm of more than one year (in thousands):

Summary of rental expense 2012 2011 2010

Minimum rentals $ 8,160 $8,914 $9,088Less: Sublease rentals (1,100) (868) (938)

Rental expense $ 7,060 $8,046 $8,150

Summary of future lease commitments

2013 7,1792014 6,4692015 5,2752016 5,0032017 4,831Thereafter 8,491

Minimum payments required (a) $37,248

(a) Minimum payments have not been reduced by sublease rentals of $1,919 due in the future undernoncancelable subleases.

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Legal Matters

The Company is involved, from time to time, in litigation and proceedings arising out of the ordinary course ofbusiness. Legal costs for services rendered in the course of these proceedings are charged to expense as they areincurred. The Company is involved in a number of governmental interactions primarily related to thecommercialization of our PPM service. There was no liability for contingencies recorded on the balance sheet as ofDecember 31, 2012. A contingent loss liability in the amount of $0.4 million for a claim was recorded in accruedexpenses and other current liabilities on the Company’s consolidated balance sheet as of December 31, 2011. A $0.4million settlement was paid by the Company during the first quarter ended March 31, 2012 related to this claim.

12. Income Taxes

The provision for income taxes is based on income recognized for consolidated financial statement purposesand includes the effects of permanent and temporary differences between such income and income recognized forincome tax return purposes. As a result of the reverse spin-off from Ceridian, deferred tax assets consisting of netoperating loss (“NOL”) and credit carryforwards were transferred from Ceridian to the Company, along withtemporary differences related to the Company’s business. The NOL carryforwards will expire in various amountsfrom 2013 to 2029. Arbitron Mobile also incurred losses in 2011 available for U.S. carryforward subject to theseparate return limitation year rules.

The components of income before income tax expense and a reconciliation of the statutory federal incometax rate to the income tax rate on income before income tax expense for the years ended December 31, 2012,2011, and 2010 are as follows (dollars in thousands):

2012 2011 2010

Income (loss) before income tax expense:U.S. $99,652 $89,188 $70,657International (4,705) (841) 1,115

Total $94,947 $88,347 $71,772

Income tax expense (benefit):Current:U.S. $35,768 $32,871 $18,706State, local and foreign 5,039 3,892 2,441

Total 40,807 36,763 21,147

Deferred:U.S. (3,925) (3,783) 3,700State, local and foreign 1,134 2,076 2,447

Total (2,791) (1,707) 6,147

$38,016 $35,056 $27,294

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

Income tax expense at U.S. statutory rate $33,231 $30,921 $25,120State income taxes, net of federal benefit 4,101 3,452 2,834Meals and entertainment 234 198 187Change in valuation allowance for foreign tax credit and

capital loss (340) 1,099 (169)Nondeductible capitalized acquisition costs 1,491 — —Domestic production activities deduction (568) (525) (508)Other (133) (89) (170)

Income tax expense $38,016 $35,056 $27,294

Effective tax rate 40.0% 39.7% 38.0%

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Income tax expense. The effective tax rate was 40.0% in 2012, which was impacted by $5.2 million of 2012Merger costs associated with the Nielsen transaction, of which $4.3 million was non-deductible for tax purposes.The effective tax rate was 39.7% in 2011, which was impacted primarily by a $0.8 million U.S. deferred tax assetvaluation allowance arising from the net operating loss incurred by Arbitron Mobile during 2011.

The Company’s Indian operations are conducted in a Special Economic Zone (SEZ) providing for areduction of tax rates on certain classes of income when certain conditions are met. The Company was incompliance with these conditions as of December 31, 2012. Beginning April of 2011, the Company becamesubject to a Minimum Alternate Tax in India due to a change in legislation affecting all SEZ operatingcompanies. The earnings from our foreign operations in India are subject to a tax holiday which partially expiresin fiscal year 2013. A deferred tax liability was recognized for the cumulative undistributed earnings which theCompany does not expect to permanently reinvest outside of the U.S. Therefore, the Company’s reduction of taxexpense due to the tax holiday in India was immaterial during fiscal years 2012, 2011 and 2010.

The following table summarizes the activity related to the Company’s unrecognized tax benefits as ofDecember 31, 2012, and 2011 (in thousands):

2012 2011

Balance at January 1 $1,300 $1,896Increases related to current year tax positions 64 107Increases (decreases) related to prior years’ tax positions 373 (537)Decreases related to settlements with taxing authorities (135) —Expiration of the statute of limitations for the assessment of

taxes (264) (166)

Balance at December 31 $1,338 $1,300

During 2012, certain liabilities for tax contingencies related to prior periods were recognized. Certain otherliabilities were reversed due to the settlement and completion of income tax audits and returns and the expirationof audit statutes during the year. The Company’s net unrecognized tax benefits for these changes and other itemswas less than $0.1 million with the balance remaining at $1.3 million as of December 31, 2012. If recognized, the$1.3 million of unrecognized tax benefits would reduce the Company’s effective tax rate in future periods.

The Company accrues potential interest and penalties and recognizes as income tax expense where, underrelevant tax law, interest and penalties would be assessed if the uncertain tax position ultimately were notsustained. The Company has recorded a liability for potential interest and penalties of $0.2 million as ofDecember 31, 2012.

Management determined it is reasonably possible that certain unrecognized tax benefits as of December 31,2012, will decrease during the subsequent 12 months due to the expiration of statutes of federal and statelimitations and due to the settlement of certain state audit examinations. The estimated decrease in theseunrecognized federal tax benefits and the estimated decrease in unrecognized tax benefits from various states areboth immaterial.

The Company files numerous income tax returns, primarily in the United States, including federal, state, andlocal jurisdictions, and certain foreign jurisdictions. Tax years ended December 31, 2010 through December 31,2011, remain open for assessment by the Internal Revenue Service. Generally, the Company is not subject tostate, local, or foreign examination for years prior to 2007. However, tax years 1992 through 2006 remain openfor assessment for certain state taxing jurisdictions where NOL carryforwards were utilized on income taxreturns for such states since 2007.

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Temporary differences and the resulting net deferred income tax assets as of December 31, 2012, and 2011,were as follows (in thousands):

2012 2011

Deferred tax assetsCurrent deferred tax assetsAccruals $ 5,513 $ 5,084Net operating loss carryforwards — 1,314

5,513 6,398Noncurrent deferred tax assetsBenefit plans $ 10,862 $ 11,237Accruals 3,258 2,372Net operating loss carryforwards 760 760Share-based compensation 8,814 7,573Partnership interest 1,785 1,851Investment impairment 1,361 1,355Other 1,590 1,316

28,430 26,464Less valuation allowance (922) (1,262)

Total deferred tax assets 33,021 31,600Deferred tax liabilities

Noncurrent deferred tax liabilitiesBasis differences in intangible assets and property and

equipment $(21,435) $(22,860)Benefit plans (1,467) (2,476)Other (2,222) (1,168)

Total deferred tax liabilities (25,124) (26,504)

Net deferred tax assets $ 7,897 $ 5,096

In assessing the realizability of deferred tax assets, management considers whether it is more likely than notthat some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred taxassets is dependent upon the generation of future taxable income during periods in which the temporarydifferences become deductible and before tax credits or NOL carryforwards expire. Management considered thehistorical results of the Company during the previous three years and projected future U.S. and foreign taxableincome and determined that a valuation allowance of $0.9 million and $1.3 million was required as ofDecember 31, 2012 and 2011, respectively, for NOLs, specific capital losses and foreign tax creditcarryforwards.

Income taxes paid in 2012, 2011, and 2010 were $38.3 million, $31.7 million, and $24.9 million,respectively.

13. Retirement Plans

Pension Benefits

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

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For purposes of measuring the Company’s benefit obligation as of December 31, 2012, and 2011, a discountrate of 3.87% and 4.41%, respectively, was used. These discount rates were chosen using an analysis of theAonHewitt Bond Universe yield curve that reflects the plan’s projected cash flows. The fair value of plan assetsincreased by $4.3 million as of December 31, 2012, as compared to December 31, 2011, as investment gains andemployer contributions exceeded benefits paid during the year. The plan’s projected benefit obligation increasedby a net amount of $5.6 million, due primarily to the use of a lower discount rate as of December 31, 2012. TheCompany’s projected benefit obligations exceeded plan assets by $17.1 million and $15.8 million as ofDecember 31, 2012, and 2011, respectively. Pension cost, excluding any pension settlement charges incurredduring the year, was $2.6 million, $1.9 million and $1.5 million for 2012, 2011, and 2010, respectively.

The Company’s projected benefit obligation was estimated using an expected long-term rate of return onassets of 7.0%. The Company employs a total return investment approach whereby a mix of equities and fixedincome investments is used to maximize the long-term return of plan assets for a prudent level of risk. The intentof this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance isestablished through careful consideration of plan liabilities, plan funded status, and corporate financial condition.The Company’s investment strategy is to diversify assets so that adverse results from one asset or asset class willnot have an unduly detrimental effect on the entire portfolio. Diversification includes by type, by characteristic,and by number of investments, as well as by investment style of management organization.

The investment portfolio contains a diversified blend of common collective trust fund investments, whichinclude both equity and fixed income type investments. Equity investments are diversified across U.S. and non-U.S. stocks, as well as growth and value stocks. Fixed income investments are diversified across asset-backedand mortgage-backed securities, U.S. treasury securities, and corporate bonds. Investment risk is measured andmonitored on an ongoing basis through annual liability measurements, periodic asset/liability studies andperiodic investment performance reviews.

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

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

Level 2 — Inputs to the valuation methodology include:

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

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

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

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

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

The following is a description of the valuation methodologies used for pension plan assets measured at fairvalue.

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

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

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The fair values of the Company’s pension plan assets at December 31, 2012, and 2011, by asset category areas follows (in thousands):

As of December 31, 2012

TotalFair

Value

Quotedprices in

activemarketsLevel 1

Significantobservable

inputsLevel 2

Significantunobservable

inputsLevel 3

Asset CategoryCollective investment funds

Fixed income (a) $12,582 $ — $12,582 $ —U.S. equity growth 8,014 — 8,014 —U.S. equity value 8,005 — 8,005 —Foreign equity 3,145 — 3,145 —

Money market fund 1,030 1,030 — —

Pension assets at December 31, 2012 $32,776 $1,030 $31,746 $ —

(a) As of December 31, 2012, the fixed income fund consisted of a 32% investment in asset and mortgage-backed securities, a 41% investment in U.S. treasury securities, and a 27% investment in corporate bonds.

As of December 31, 2011

TotalFair

Value

Quotedprices in

activemarketsLevel 1

Significantobservable

inputsLevel 2

Significantunobservable

inputsLevel 3

Asset CategoryCollective investment funds

Fixed income (b) $11,062 $— $11,062 $ —U.S. equity growth 6,945 — 6,945 —U.S. equity value 6,952 — 6,952 —Foreign equity 2,810 — 2,810 —

Money market fund 702 702 — —

Pension assets at December 31, 2011 $28,471 $702 $27,769 $ —

(b) As of December 31, 2011, the fixed income fund consisted of a 34% investment in asset and mortgage-backed securities, a 41% investment in U.S. treasury securities, and a 25% investment in corporate bonds.

Cash held and intended to pay benefits is considered to be a residual asset in the asset mix, and therefore,compliance with the ranges and targets specified shall be calculated excluding such assets. Assets of the plan donot include securities issued by the Company. The target allocation for each asset class is 60% equity securitiesand 40% debt securities.

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The components of net periodic cost and other comprehensive loss (income) for the years endedDecember 31, 2012, 2011, and 2010, are as follows (in thousands):

Net periodic cost 2012 2011 2010

Service cost of benefits $ 863 $ 774 $ 731Interest cost 1,906 1,819 1,883Expected return on plan assets (2,036) (2,051) (2,118)Amortization of net actuarial loss 1,885 1,370 1,052

Total $ 2,618 $ 1,912 $ 1,548

Other changes in plan assets and projected benefitobligation recognized in other comprehensive loss(income)

Net actuarial loss arising this year 3,035 7,449 281Net actuarial loss amortized this year (1,885) (1,370) (1,052)

Recognized in other comprehensive loss (income) 1,150 6,079 (771)

Recognized in net periodic pension cost and othercomprehensive loss (income) $ 3,768 $ 7,991 $ 777

The Company’s estimate for contributions to be paid in 2013 is $2.0 million. The expected benefit paymentsare as follows (in thousands):

2013 $ 2,5892014 $ 2,4642015 $ 2,2962016 $ 3,0882017 $ 2,5512018 - 2021 $15,552

The accumulated benefit obligation for the defined benefit pension plan was $45.7 million and $40.3 millionas of December 31, 2012, and 2011, respectively.

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The funded status of the plan as of the measurement dates of December 31, 2012, and 2011, and the changein funded status for the measurement periods ended December 31, 2012, and 2011, are shown in theaccompanying table for the Company’s pension plan, along with the assumptions used in the calculations (dollarsin thousands):

Pension Plan2012 2011

Change in projected benefit obligationAt beginning of year $ 44,246 $ 36,690Service cost 863 774Interest cost 1,906 1,819Plan participants’ contributions 245 238Actuarial loss 4,275 6,122Benefits paid (1,647) (1,397)

At end of year $ 49,888 $ 44,246

Change in fair value of plan assetsAt beginning of year $ 28,471 $ 26,858Actual return on plan assets 3,276 724Employer contribution 2,431 2,048Plan participants’ contributions 245 238Benefits paid (1,647) (1,397)

At end of year $ 32,776 $ 28,471

Funded status — net pension liability at year end $(17,112) $(15,775)

Amounts recognized in accumulated othercomprehensive loss

Net actuarial loss $ 20,894 $ 19,744Estimated amounts of accumulated other

comprehensive loss to be recognized as net periodiccost during the subsequent year

Net actuarial loss $ 2,256 $ 1,885Weighted-average assumptionsDiscount rate — components of cost 4.41% 5.09%Discount rate — benefit obligations 3.87% 4.41%Expected return on plan assets 7.00% 8.00%Rate of compensation increase N/A N/A

Supplemental Retirement Benefits

During the years ended December 31, 2012, 2011, and 2010, the Company sponsored the BenefitEqualization Plan (“BEP”), the purpose of which is to ensure that pension plan participants will not be deprivedof benefits otherwise payable under the pension plan but for the operation of the provisions of Internal RevenueCode sections 415 and 401. The accumulated benefit obligation for the BEP as of December 31, 2012, and 2011,was $3.7 million and $3.3 million, respectively. As of December 31, 2012, and 2011, prepaid pension costrelated to the BEP of $0.1 million and $0.3 million, respectively, was held in a benefit protection trust andincluded in other noncurrent assets in the consolidated balance sheets.

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The Company’s estimate for contributions to be paid for the BEP in 2013 is $0.2 million. The expectedbenefit payments for the BEP are as follows (in thousands):

2013 $ 1642014 $ 1652015 $ 1962016 $ 1972017 $ 2222018 – 2021 $1,147

The BEP is a nonqualified, unfunded supplemental retirement plan. The components of the BEP net periodiccost and other comprehensive (income) loss for the years ended December 31, 2012, 2011, and 2010 are asfollows (in thousands):

Net periodic cost 2012 2011 2010

Service cost of benefits $ 29 $ 20 $ 16Interest cost 160 159 192Amortization of net actuarial loss 192 153 148Amortization of prior service credit — — —

Total $ 381 $ 332 $ 356

Other changes in plan assets and projected benefitobligation recognized in other comprehensive loss(income)

Net actuarial loss arising this year $ 385 $ 464 $ 493Net actuarial loss amortized this year (192) (153) (148)Actuarial loss due to settlement — — (1,222)

$ 193 $ 311 $ (877)

Recognized in net periodic cost and other comprehensive loss(income) $ 574 $ 643 $ (521)

In accordance with our retirement plan provisions, participants may elect, at their option, to receive theirretirement benefits either in a lump sum payment or an annuity. If the lump sum distributions paid during theplan year exceed the total of the service cost and interest cost for the plan year, any unrecognized gain or loss inthe plan should be recognized for the pro rata portion equal to the percentage reduction of the projected benefitobligation. No settlement charges were incurred or recognized during 2012 and 2011. During 2010, a $1.2million settlement was incurred and recognized in selling, general, and administrative expense on the Company’sconsolidated income statement.

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The funded status and the change in funded status for the measurement periods ended December 31, 2012,and 2011 are shown in the accompanying table for the Company’s BEP, along with the assumptions used in thecalculations (dollars in thousands):

BEP2012 2011

Change in projected benefit obligationAt beginning of year $3,700 $3,204Service cost 29 20Interest cost 160 159Plan participants’ contributions 20 11Actuarial loss 385 464Benefits paid (158) (158)

At end of year $4,136 $3,700

Change in fair value of plan assetsAt beginning of year — —Actual return on plan assets — —Employer contribution 138 147Plan participants’ contributions 20 11Benefits paid (158) (158)

At end of year $ — $ —

Funded status — net liability at year end $4,136 $3,700

Amounts recognized in accumulated othercomprehensive loss

Net actuarial loss $2,056 $1,863

Estimated amounts of accumulated othercomprehensive loss to be recognized as netperiodic cost during the subsequent year

Net actuarial loss $ 227 $ 192

Weighted-average assumptionsDiscount rate

Components of cost 4.41% 5.09%Benefit obligations 3.87% 4.41%

Expected return on plan assets N/A N/ARate of compensation increase N/A N/A

Postretirement Benefits

The Company provides health care benefits for eligible retired employees who participate in the pensionplan and were hired before January 1, 1992. These postretirement benefits are provided by several health careplans in the United States for both pre-age 65 retirees and certain grandfathered post-age 65 retirees. Employercontributions to these plans differ for various groups of retirees and future retirees. Employees hired beforeJanuary 1, 1992 and retiring after that date may enroll in plans for which a Company subsidy is provided throughage 64. As of December 31, 2012, and 2011, the Company’s discount rate on its actuarially determined benefitobligations was 3.26% and 3.91%, respectively. The discount rates for 2012 and 2011 were chosen using ananalysis of the Hewitt Bond Universe yield curve that reflects the plan’s projected cash flows.

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The Company’s postretirement benefit liability was $1.8 million and $1.9 million as of December 31, 2012,and 2011, respectively. The Company’s postretirement benefit expense was $0.1 million for each of the yearsended December 31, 2012 and 2011, and $0.2 million for the year ended December 31, 2010. The postretirementplan is unfunded.

The Company expects to pay $0.1 million in contributions in 2013. The expected benefit payments are asfollows (in thousands):

2013 $1072014 $1282015 $1402016 $1272017 $1272018-2021 $780

The components of net periodic postretirement plan cost and other comprehensive loss (income) for theyears ended December 31, 2012, 2011, and 2010, are as follows (in thousands):

2012 2011 2010

Net periodic costService cost of benefits $ 37 $ 38 $ 38Interest cost 72 81 89Amortization of net actuarial loss 21 28 36

Total $ 130 $147 $ 163

Other changes in plan assets and projected benefit obligationrecognized in other comprehensive loss (income)

Net actuarial gain arising this year $ (98) $ (35) $ (79)Net actuarial loss amortized this year (21) (28) (36)

Recognized in other comprehensive loss (income) $(119) $ (63) $(115)

Recognized in net periodic cost and other comprehensive loss $ 11 $ 84 $ 48

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The accompanying table presents the balances of and changes in the postretirement benefit obligation as ofthe measurement dates of December 31, 2012, and 2011 (dollars in thousands):

Postretirement Plan

2012 2011

Change in projected benefit obligationAt beginning of year $1,907 $1,837Service cost 37 38Interest cost 72 81Plan participants’ contributions 52 55Actuarial gain (98) (35)Benefits paid (128) (69)

At end of year $1,842 $1,907

Change in fair value of plan assetsAt beginning of year $ — $ —Employer contribution 76 14Plan participants’ contributions 52 55Benefits paid (128) (69)

At end of year $ — $ —

Funded status — net liability at year end $1,842 $1,907

Amounts recognized in accumulatedother comprehensive loss

Net actuarial loss $ 230 $ 348

Estimated amounts of accumulatedother comprehensive loss to be recognizedas net periodic cost during the subsequent year

Net actuarial loss $ 7 $ 21

Weighted-average assumptionsDiscount rate

Components of cost 4.56% 4.56%Benefit obligations 3.26% 3.91%

Expected return on plan assets N/A N/ARate of compensation increase N/A N/A

The assumed health care cost trend rate used in measuring the post retirement benefit obligation was 8.50%for pre-age 65 and post-age 65 in 2012, with pre-age and post-age 65 rates declining to an ultimate rate of 5.00%in 2018. A 1.0% change in this rate would change the benefit obligation by up to approximately $0.2 million andthe aggregate service and interest cost by less than $0.1 million.

401(k) Plan

The Company’s employees may participate in a defined contribution plan sponsored by the Company. Forthe periods ended December 31, 2012 and 2011, there was no plan limitation on the percentage of eligibleearnings a participant could contribute to the plan, other than those limitations set by the Internal Revenue Code.

Under the terms of the plan, the Company contributes a matching contribution of 50% up to a maximum of3% of eligible employee compensation related to employees who are pension participants and up to a maximum

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of 6% of eligible employee compensation related to employees who are not pension participants. The Companymay also make an additional discretionary matching contribution of up to 30% up to the maximum eligibleemployee compensation. The Company’s costs with respect to its contributions to the defined contribution planwere $2.8 million, $2.7 million and $2.1 million in 2012, 2011, and 2010, respectively.

14. Share-Based Compensation

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

2012 2011 2010

Cost of revenue $ 458 $ 592 $ 418Selling, general and administrative 8,392 7,057 5,767Research and development 338 371 293

Total share-based compensation $ 9,188 $ 8,020 $ 6,478

No share-based compensation cost was capitalized during the years ended December 31, 2012, 2011, and2010. The increase in net excess tax benefits realized for the tax deductions from stock options exercised andstock awards vesting during the year was $1.7 million, $0.9 million, and less than $0.1 million for the yearsended December 31, 2012, 2011, and 2010, respectively.

The Company had one active stock incentive plan (“SIP” individually or “SIPs” collectively with otherplans) from which awards of stock options, service award units and performance award units were available forgrant to eligible participants during 2012, the 2008 Equity Compensation Plan, which is a stockholder-approvedplan. The Company believes that such awards align the interests of its employees with those of its stockholders.Eligible recipients in the SIPs include all employees of the Company and any non-employee director, consultantand independent contractor of the Company. As of December 31, 2012, the number of shares available for futuregrants was 2,561,106 shares under the 2008 Equity Compensation Plan, which has an expiration date of May 25,2020.

The Company’s policy for issuing shares upon exercise of stock options or the vesting of its share awardsand/or conversion of deferred stock units under all of the Company’s SIPs is to issue new shares of commonstock, unless treasury stock is available at the time of exercise or conversion.

Stock Options

Stock options awarded to employees under the SIPs generally vest annually over a three-year period, have a10-year term and have an exercise price of not less than the fair market value of the Company’s common stock atthe date of grant. For stock options granted prior to 2010, the Company’s stock option agreements generally providefor accelerated vesting if there is a change in control of the Company. Effective for stock options granted in 2010and after, the Company’s stock option agreements provide for accelerated vesting if (i) there is a change in controlof the Company and (ii) the participant’s employment terminates during the 24-month period following the effectivedate of the change in control for one of the reasons specified in the stock option agreement.

The Company uses historical data to estimate future option exercises and employee terminations in order todetermine the expected term of the stock option, where the expected term of the stock option granted representsthe period of time that such stock option is expected to be outstanding. Identified groups of option holders withsimilar historical exercise behavior are considered separately for valuation purposes. The expected term of stockoptions can vary for groups of option holders exhibiting different behavior. The fair value of each stock optiongranted to employees and non-employee directors was estimated on the date of grant using a Black-Scholes stockoption valuation model, which uses a risk-free interest rate and measure of volatility, among other things, to

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estimate fair value. The risk-free interest rate for periods within the contractual life of the stock option is basedon the U.S. Treasury strip bond yield curve in effect at the time of grant. Expected volatilities are based on thehistorical volatility of the Company’s common stock.

The fair value of each stock option granted during the years ended December 31, 2012, 2011, and 2010, wasestimated using the assumptions noted in the following table:

Assumptions for Stock Options Granted 2012 2011 2010

Expected volatility 42.23 - 43.17% 39.64 - 41.09% 35.56 - 39.89%Expected dividends 1.10 - 1.18% 0.90 - 1.19% 1.50 - 1.80%Expected term (in years) 5.75 - 6.00 5.66 - 5.89 4.50 - 6.50Risk-free rate 0.83 - 1.03% 1.24 - 2.76% 1.73 - 3.29%Weighted-average volatility 42.71% 40.45% 37.76%Weighted-average dividends 1.14% 1.04% 1.75%Weighted-average term (in years) 5.86 5.86 5.43Weighted-average risk-free rate 0.93% 1.97% 2.45%Weighted-average grant date fair value $12.83 $14.55 $7.33

A summary of stock option activity under the SIPs as of December 31, 2012, and changes during the yearthen ended, is presented below:

Options Shares

Weighted-AverageExercise

Price

Weighted-Average

RemainingContractual

Term(Years)

AggregateIntrinsic

Value(In thousands)

Outstanding at December 31, 2011 2,043,774 $ 33.39Granted 215,337 35.07Exercised (579,019) 33.18Forfeited or expired (76,758) 37.75

Outstanding at December 31, 2012 1,603,334 $ 33.49 5.83 $21,430,372

Vested or expected to vest at December 31,2012 1,573,281 $ 33.55 5.79 $20,932,377

Exercisable at December 31, 2012 1,223,181 $ 33.57 4.94 $16,310,574

Compensation expense for stock options is recognized on a straight-line basis over the vesting period usingthe fair value of each stock option estimated as of the grant date. As of December 31, 2012, there was$2.9 million of total unrecognized compensation cost related to stock options granted under the SIPs. Thisaggregate unrecognized cost is expected to be recognized over a weighted-average remaining period of 2.1 years.

(In thousands)2012 2011 2010

Intrinsic value of stock options exercised $ 6,334 $2,269 $3,725Cash received from stock options exercised $19,209 $2,336 $6,076

Service and Performance Award Units

Service award units to employees. The Company granted service award units under the SIPs. These serviceaward units (i) were issued at the fair market value of the Company’s common stock on the date of grant,(ii) generally vest in equal annual installments over four years beginning on the first anniversary date of thegrant, except for the 2012 grant to the Company’s current CEO, which vests in 12 quarterly installmentsbeginning at the end of the first quarterly period ended March 31, 2013, and (iii) for any unvested units, expire

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without vesting if the employee is no longer employed by the Company. For those service award units grantedprior to 2010, the service award units generally provide for accelerated vesting if there is a change in control ofthe Company. Effective for service award units granted in 2010 and after, the service award units provide foraccelerated vesting if (i) there is a change in control of the Company and (ii) the participant’s employmentterminates during the 24-month period following the effective date of the change in control for one of the reasonsspecified in the restricted stock unit agreement.

Compensation expense for service award units is recognized on a straight-line basis over the vesting periodusing the fair market value of the Company’s common stock on the date of grant. As of December 31, 2012,there was $3.7 million of total unrecognized compensation cost related to service award units granted under theSIPs. This aggregate unrecognized cost for service award units is expected to be recognized over a weighted-average period of 2.9 years. The total fair value of service awards vested, using the fair value on vest date, duringthe years ended December 31, 2012, 2011, and 2010, was $2.1 million, $2.6 million, and $2.3 million,respectively.

Service award units to Board of Directors (“Board”). Beginning in 2012, the Board members have the rightto elect to receive all or a portion of their annual 2012 compensation as Board service award units. These Boardservice award units (i) were issued at the fair market value of the Company’s common stock on the date of grant,and (ii) vest on the anniversary date of the grant.

Compensation expense for Board service award units is recognized on a straight-line basis over the vestingperiod using the fair market value of the Company’s common stock on the date of grant. As of December 31,2012, there was $0.1 million of total unrecognized compensation cost related to unvested Board service awardunits. This aggregate unrecognized cost for service award units is expected to be recognized over a weighted-average period of 0.4 years.

A summary of the status of the Company’s service awards as of December 31, 2012, and changes during theyear ended December 31, 2012, is presented below:

Service Award Units Shares

Weighted-Average

Grant-DateFair Value

Outstanding at December 31, 2011 127,237 $ 21.45Granted 86,688 39.81Vested (59,475) 26.29Cancellations (12,351) 24.08

Nonvested at December 31, 2012 142,099 $ 30.40

Expected to vest at December 31, 2012 134,972 $ 33.42

Performance award units. The Company granted performance award units under the SIPs. Theseperformance award units (i) were issued at the fair market value of the Company’s common stock on the date ofgrant, (ii) will expire without vesting if the Company’s return on invested capital (“ROIC”) for the annualperformance period does not exceed 12 percent, which is an approximation of the Company’s weighted averagecost of capital, (iii) will, if the Company’s ROIC exceeds 12 percent, vest in four equal annual installmentsbeginning on the first anniversary date of the grant, and (iv) for any unvested units, expire without vesting if therecipient is no longer employed by the Company. The Company’s performance award units provide foraccelerated vesting if (i) there is a change in control of the Company and (ii) the recipient’s employmentterminates during the 24-month period following the effective date of the change in control for one of the reasonsspecified in the performance-based restricted stock unit agreement.

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Compensation expense for performance award units is recognized using the fair market value of theCompany’s common stock on the date of grant and on an accelerated basis. The Company recognizes expense forthese performance award units under the assumption that the performance ROIC target will be achieved. If itappears probable such performance ROIC target will not be met for a particular grant, the Company will stoprecognizing any further compensation cost and any previously recognized compensation cost related to thatindividual grant would be reversed.

As of December 31, 2012, there was $1.4 million of total unrecognized compensation cost related toperformance award units granted under the SIPs. This aggregate unrecognized cost is expected to be recognizedover a weighted-average period of 2.5 years. The total fair value of performance awards vested, using the fairvalue on vest date, during the years ended December 31, 2012, and 2011, was $1.1 million and $0.8 million,respectively. No performance award units vested during 2010.

A summary of the status of the Company’s performance awards as of December 31, 2012, and changesduring the year ended December 31, 2012, is presented below:

Performance Award Units Shares

Weighted-Average

Grant-DateFair Value

Outstanding at December 31, 2011 109,521 $ 34.29Granted 34,229 33.87Vested (32,210) 32.80Cancellations (4,083) 42.24

Nonvested at December 31, 2012 107,457 $ 34.30

Expected to vest at December 31, 2012 100,660 $ 34.07

Deferred Stock Units

Service DSU grant to former CEO. Prior to December 31, 2012, the Company granted service-baseddeferred stock unit awards (“Service DSUs”) under the SIPs to its then current CEO, whose employment with theCompany ended during the first quarter of 2013. Service DSUs are issued at the fair market value of theCompany’s stock on the date of grant, and generally vest annually over a four-year period on each anniversarydate of the grant. The Service DSUs, if vested, will be convertible into shares of the Company’s common stockfollowing the holder’s termination of employment. The Service DSUs provide for accelerated vesting upontermination without cause or the former CEO’s retirement as defined in his employment agreement. No ServiceDSUs were converted into shares of the Company’s common stock during 2012.

Compensation expense for Service DSUs is recognized on a straight-line basis over the vesting period,subject to the retirement eligibility terms defined in his employment agreement, using the fair market value of theCompany’s common stock on the date of grant. As of December 31, 2012, there was no unrecognizedcompensation cost related to Service DSUs. The total fair value of Service DSUs vested, using the fair value onvest date, during the years ended December 31, 2012, and 2011, was $0.6 million and $0.7 million, respectively.No Service DSUs vested during 2010.

Service DSU Units Granted to former CEO Shares

Weighted-Average

Grant-DateFair Value

Outstanding at December 31, 2011 45,108 $ 24.94Granted 1,181 33.87Vested (16,217) 25.59

Total at December 31, 2012 30,072 $ 24.94

Expected to vest at December 31, 2012 30,072 $ 24.94

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Performance DSU grant to former CEO. Prior to December 31, 2012, the Company granted performance-based deferred stock unit awards (“Performance DSUs”) under the SIPs to its then current CEO, whoseemployment with the Company ended during the first quarter of 2013. These Performance DSUs (i) were issuedat the fair market value of the Company’s common stock on the date of grant, (ii) will expire without vesting ifthe Company’s return on invested capital (“ROIC”) for the annual performance period does not exceed 12percent, which is an approximation of the Company’s weighted average cost of capital, (iii) will, if theCompany’s ROIC exceeds 12 percent, vest in four equal annual installments beginning on the first anniversarydate of the grant, and (iv) provide for accelerated vesting upon termination without cause or the former CEO’sretirement as defined in his employment agreement. These Performance DSUs, if vested, will be convertible intoshares of the Company’s common stock, subsequent to termination of employment.

Compensation expense for Performance DSUs is recognized using the fair market value of the Company’scommon stock on the date of grant and on an accelerated basis. The Company recognizes expense for thesePerformance DSUs under the assumption that the performance target will be achieved. If it appears probable suchperformance ROIC target will not be met for a particular grant, the Company will stop recognizing any furthercompensation cost and any previously recognized compensation cost related to that individual grant would bereversed. As of December 31, 2012, there was $0.1 million of total unrecognized compensation cost related toPerformance DSUs. This aggregate unrecognized cost is expected to be recognized during the month endedJanuary 31, 2013. The total fair value of Performance DSUs vested, using the fair value on vest date, during theyears ended December 31, 2012, and 2011, was $0.4 million and $0.2 million, respectively. No PerformanceDSUs vested during 2010.

Performance DSUs Granted to former CEO Shares

Weighted-Average

Grant-DateFair Value

Outstanding at December 31, 2011 41,375 $ 35.15Granted 59,049 33.87Vested (11,782) 33.57

Total at December 31, 2012 88,642 $ 34.51

Expected to vest at December 31, 2012 88,642 $ 34.51

Deferred Stock Unit Awards for service on Board of Directors (“Board”). The Company issues deferredstock units to its Board of Directors (“Board DSUs”) under the SIPs. These Board DSUs (i) were issued at thefair market value of the Company’s common stock on the date of grant and (ii) if vested, will be convertible toshares of the Company’s common stock subsequent to termination of service as a director. Board DSUs grantedduring 2012 vest annually over a one-year period on the first anniversary date of the grant. During 2011, annualgrants of Board DSUs vest annually in three equal installments over a three-year period beginning on the firstanniversary date of the grant.

In addition, the Board members have the right to elect to receive all or a portion of their retainer andmeeting attendance fees as Board DSUs, which vest immediately. Board DSUs are only granted to nonemployeeDirectors. Board DSUs also include dividend equivalent DSUs, which vest immediately upon the date of grant.

Compensation expense for Board DSUs is recognized on a straight-line basis over the vesting period usingthe fair market value of the Company’s common stock on the date of grant. As of December 31, 2012, there was$0.9 million of total unrecognized compensation cost related to Board DSUs granted to non-employee directors.This aggregate unrecognized cost is expected to be recognized over the weighted-average period of 1.0 year. Thetotal fair value of share awards vested, using the fair value on vest date, during the years ended December 31,2012, 2011, and 2010, was $0.9 million, $0.7 million, and $0.2 million, respectively.

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A summary of the status of the Company’s nonvested Board DSUs as of December 31, 2012, and changesduring the year ended December 31, 2012, is presented below:

Board DSUs Shares

Weighted-Average

Grant-DateFair Value

Outstanding at December 31, 2011 46,146 $ 34.85Granted 25,352 36.42Vested (24,659) 34.69

Nonvested at December 31, 2012 46,839 $ 35.78

Vested at December 31, 2012 90,092 $ 31.39

Expected to vest at December 31, 2012 45,484 $ 36.85

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (“ESPP”) under which full time employees maypurchase shares from the Company at a discount to the fair market value. As of December 31, 2012, the numberof shares of the Company’s common stock available for issuance under the ESPP was 289,133. The purchaseprice of the stock to ESPP participants is 85% of the lesser of the fair market value on either the first day or thelast day of the applicable three-month offering period. Other ESPP information for the years ended December 31,2012, 2011, and 2010 is noted in the following table (dollars in thousands):

2012 2011 2010

Number of ESPP shares issued 44,470 42,443 56,279Amount of proceeds received from employees $ 1,337 $ 1,288 $ 1,207Share-based compensation expense $ 333 $ 352 $ 332

15. Significant Customers and Concentration of Credit Risk

Arbitron is a leading media and marketing information services firm primarily serving radio, advertisers,advertising agencies, cable and broadcast television, retailers, out-of-home media, online media, mobile media,telecommunications providers, and print media. The Company’s quantitative radio ratings services and relatedsoftware accounted for approximately 88 % of its total revenue in each of the years ended December 31, 2012,2011, and 2010.

The Company had one customer that individually represented approximately 20%, 19%, and 20% of itsannual revenue for the years ended December 31, 2012, 2011, and 2010, respectively. The Company had onecustomer that individually represented approximately 26% of the Company’s total accounts receivable as ofDecember 31, 2012, and two customers that individually represented approximately 23% and 11% of theCompany’s total accounts receivable as of December 31, 2011. The Company has historically experienced a highlevel of contract renewals.

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16. Enterprise-Wide Information

The following table sets forth the revenue for each group of services provided to our external customers forthe years ended December 31, 2012, 2011, and 2010 (in thousands):

2012 2011 2010

Radio audience ratings services $364,690 $341,824 $318,618Local market consumer information services 38,816 35,173 35,187Software applications 34,965 34,306 33,126All other services 11,387 11,007 8,448

Total revenue $449,858 $422,310 $395,379

The following table sets forth geographic information for the revenue earned during the years endedDecember 31, 2012, 2011, and 2010 (in thousands):

2012 2011 2010

U.S. $444,074 $416,154 $390,424International (1) 5,784 6,156 4,955

Total revenues $449,858 $422,310 $395,379

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

The following table sets forth geographic information for property and equipment, net as of December 31,2012, and 2011 (in thousands):

2012 2011

U.S. $59,716 $69,010International (2) 1,953 1,641

Total property and equipment, net $61,669 $70,651

(2) The net property and equipment of the individual countries comprising these amounts are notsignificant.

17. Stock Repurchases

On February 9, 2012, the Company’s Board of Directors authorized a program to repurchase up to $100.0 millionin shares of the Company’s outstanding common stock through either periodic open-market or privatetransactions, in accordance with applicable insider trading and other securities laws and regulations, at then-prevailing market prices over a period of up to two years ending February 9, 2014. As of December 31, 2012, theCompany had repurchased 1,372,853 shares of its outstanding common stock under this program forapproximately $50.0 million.

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

Three Months Ended

March 31 June 30 September 30 December 31

2012Revenue $106,394 $104,407 $114,341 $124,716Gross profit 58,946 41,202 60,501 57,273Net income 17,807 9,963 15,787 13,374Net income per weighted average common

shareBasic $ 0.65 $ 0.38 $ 0.60 $ 0.51Diluted $ 0.64 $ 0.37 $ 0.59 $ 0.50

Dividends per common share $ 0.10 $ 0.10 $ 0.10 $ 0.10

2011Revenue $100,869 $ 95,737 $105,563 $120,141Gross profit 55,190 34,712 56,175 55,852Net income 16,247 7,584 15,351 14,109Net income per weighted average common

shareBasic $ 0.60 $ 0.28 $ 0.56 $ 0.52Diluted $ 0.59 $ 0.27 $ 0.55 $ 0.51

Dividends per common share $ 0.10 $ 0.10 $ 0.10 $ 0.10

Per share data are computed independently for each of the quarters presented. Therefore, the sum of thequarterly net income per share will not necessarily equal the total for the year. Per share data may not total due torounding.

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Arbitron Inc.

Consolidated Schedule of Valuation and Qualifying AccountsFor the Years Ended December 31, 2012, 2011, and 2010

(In thousands)

2012 2011 2010

Allowance for doubtful trade accounts receivable:Balance at beginning of year $ 4,615 $ 4,708 $ 4,708Additions charged to expenses 2,235 2,234 1,375Write-offs, net of recoveries (1,994) (2,327) (1,375)

Balance at end of year $ 4,856 $ 4,615 $ 4,708

Deferred tax asset valuation allowance:Balance at beginning of year $ 1,262 $ 163 $ 332Addition charged to expenses — 1,099 —Deferred tax assets adjusted or utilized (340) — (169)

Balance at end of year $ 922 $ 1,262 $ 163

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

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

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chieffinancial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as ofDecember 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e)under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other proceduresof a company that are designed to ensure that information required to be disclosed by a company in the reportsthat it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the timeperiods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls andprocedures include, without limitation, controls and procedures designed to ensure that information required tobe disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated andcommunicated to the company’s management, including its principal executive and principal financial officers,as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controlsand procedures, no matter how well designed and operated, can provide only reasonable assurance of achievingtheir objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship ofpossible controls and procedures. Based on the evaluation of the Company’s disclosure controls and proceduresas of December 31, 2012, the Company’s chief executive officer and chief financial officer concluded that, as ofsuch date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Arbitron’s management is responsible for establishing and maintaining adequate internal control overfinancial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed theeffectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment,our management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission in “Internal Control-Integrated Framework.” Based upon that assessment, our management hasconcluded that, as of December 31, 2012, our internal control over financial reporting is effective based on thesecriteria.

The attestation report of KPMG LLP, our independent registered public accounting firm, on theeffectiveness of our internal control over financial reporting is set forth on page 50 of this Annual Report onForm 10-K, and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended December 31, 2012,that have materially affected, or are reasonably likely to materially affect, the Company’s internal control overfinancial reporting.

ITEM 9B. OTHER INFORMATION — NONE

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information related to directors, nominees for directorships, and executive officers required by this Item isincluded in the sections entitled “Election of Directors” and “Executive Compensation and Other Information” ofthe definitive proxy statement for the Annual Stockholders Meeting to be held in 2013 (the “proxy statement”),which is incorporated herein by reference and will be filed with the Securities and Exchange Commission notlater than 120 days after the close of Arbitron’s fiscal year ended December 31, 2012.

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

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

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

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

The following table summarizes the equity compensation plans under which Arbitron’s common stock maybe issued as of December 31, 2012.

Plan Category

Number of Securitiesto be Issued Upon

Exercise of OutstandingOptions, Warrants

and Rights(a)

Weighted-AverageExercise Price of

OutstandingOptions, Warrants

and Rights(b)

Number of SecuritiesRemaining Available forFuture Issuance Under

Equity Compensation Plans(Excluding Securities

Reflected in Column (a))(c)

Equity compensation plans approved bysecurity holders 2,029,001 $32.48 2,561,106

Equity compensation plans not approved bysecurity holders 129,220 $42.22 —

Total 2,158,221 $33.06 2,561,106

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORINDEPENDENCE

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

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

• Independent Registered Public Accounting Firm Reports

• Consolidated Balance Sheets as of December 31, 2012 and 2011

• Consolidated Statements of Income for the Years Ended December 31, 2012, 2011, and 2010

• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011,and 2010

• Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011, and2010

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011, and 2010

• Notes to Consolidated Financial Statements for the Years Ended December 31, 2012, 2011, and 2010

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

(3) Exhibits:

Incorporated by Reference

ExhibitNo. Exhibit Description Form

SEC FileNo. Exhibit

FilingDate

FiledHerewith

2.1 Agreement and Plan of Merger, dated as ofDecember 17, 2012, among Arbitron Inc., NielsenHoldings N.V. and TNC Sub I Corporation* 8-K 1-1969 2.1 12/18/12

2.2 Amendment No. 1 to Agreement and Plan ofMerger, dated as of January 25, 2013, amongArbitron Inc., Nielsen Holdings N.V. and TNCSub I Corporation *

3.1 Restated Certificate of Incorporation of ArbitronInc. (formerly known as Ceridian Corporation) S-8 33-54379 4.01 6/30/94

3.2 Certificate of Amendment of Restated Certificate ofIncorporation of Arbitron Inc. (formerly known asCeridian Corporation) 10-Q 1-1969 3 8/13/96

3.3 Certificate of Amendment of Restated Certificate ofIncorporation of Arbitron Inc. (formerly known asCeridian Corporation) 10-Q 1-1969 3.01 8/11/99

3.4 Certificate of Amendment of the RestatedCertificate of Incorporation of Arbitron Inc.(formerly known as Ceridian Corporation) 10-K 1-1969 3.4 4/02/01

3.5 Third Amended and Restated Bylaws of ArbitronInc., effective as of November 16, 2011 8-K 1-1969 3.1 11/22/11

4.1 Specimen of Common Stock Certificate 10-K 1-1969 4.1 4/02/01

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Incorporated by Reference

ExhibitNo. Exhibit Description Form

SECFile No. Exhibit

FilingDate

FiledHerewith

10.1 Arbitron Executive Investment Plan, effective as ofJanuary 1, 2001 10-K 1-1969 10.10 3/08/05

10.2 Form of Non-Qualified Stock Option Agreement 8-K 1-1969 10.1 2/23/05

10.3 Form of Non-Qualified Stock Option Agreement forAnnual Non-Employee Director Stock Option Grants 8-K 1-1969 10.2 2/23/05

10.4 Form of Non-Qualified Stock Option Agreement forInitial Non-Employee Director Stock Option Grants 8-K 1-1969 10.3 2/23/05

10.5 Form of Nonqualified Stock Option Agreement forNon-Employee Director Stock Options in lieu of FeesGrants 8-K 1-1969 10.4 2/23/05

10.6 Form of Deferred Stock Unit Agreement for Non-Employee Director Stock-for-Fees Deferred Stock Unit 8-K 1-1969 10.5 2/23/05

10.7 Amended and Restated Arbitron Inc. Director DeferredCompensation Procedures 10-K 1-1969 10.18 2/27/06

10.8 1999 Stock Incentive Plan, Amended as of May 15,2007 10-Q 1-1969 10.2 8/03/07

10.9 1999 Stock Incentive Plan Form of Restricted StockAgreement 8-K 1-1969 10.1 2/28/06

10.10 Form of Restricted Stock Unit Agreement Grantedunder the 1999 Stock Incentive Plan 10-Q 1-1969 10.2 5/04/07

10.11 Form of CEO Restricted Stock Unit Grant AgreementGranted Under the 1999 Stock Incentive Plan 10-Q 1-1969 10.3 5/04/07

10.12 Form of 2008 CEO Restricted Stock Unit AgreementGranted Under the 1999 Stock Incentive Plan 10-Q 1-1969 10.2 5/06/08

10.13 Arbitron Benefit Equalization Plan, effective as ofJanuary 1, 2001 10-K 1-1969 10.20 3/08/05

10.14 Arbitron Inc. 2001 Broad Based Stock Incentive Plan 10-Q 1-1969 10.14 5/15/01

10.15 Form of 2001 Broad Based Stock Incentive PlanPerformance-Based Restricted Stock Unit Agreement 10-Q 1-1969 10.3 8/5/10

10.16 Arbitron Inc. 2008 Equity Compensation Plan,amended and restated as of May 25, 2010 10-Q 1-1969 10.1 8/5/10

10.17 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement 10-K 1-1969 10.25 3/02/09

10.18 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Annual DirectorGrant) 10-Q 1-1969 10.1 5/07/09

10.19 Form of 2008 Equity Compensation Plan DirectorDeferred Stock Unit Agreement 10-Q 1-1969 10.2 5/07/09

92

Incorporated by Reference

ExhibitNo. Exhibit Description Form

SECFile No. Exhibit

FilingDate

FiledHerewith

10.20 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Director Grant inLieu of Fees) 10-Q 1-1969 10.3 5/07/09

10.21 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Non-ExecutiveOfficers) 10-Q 1-1969 10.1 8/05/09

10.22 Form of 2008 Equity Compensation Plan RestrictedStock Unit Agreement (Executive Officers) 10-Q 1-1969 10.2 8/05/09

10.23 Form of 2008 Equity Compensation Plan RestrictedStock Unit Agreement (Non-Executive Officers) 10-Q 1-1969 10.3 8/05/09

10.24 Form of 2008 Equity Compensation Plan DirectorDeferred Stock Unit Agreement — Initial Grant 10-Q 1-1969 10.1 11/04/10

10.25 Form of 2008 Equity Compensation Plan DirectorDeferred Stock Unit Agreement — Annual Grant 10-Q 1-1969 10.2 11/04/10

10.26 Arbitron Inc. 2008 Equity Compensation Plan Formof Non-Statutory Stock Option Agreement 10-Q 1-1969 10.1 5/6/10

10.27 Arbitron Inc. 2008 Equity Compensation Plan Formof Performance-Based Restricted Stock UnitAgreement 10-Q 1-1969 10.2 5/6/10

10.28 Arbitron Inc. 2008 Equity Compensation Plan Formof Performance-Based Deferred Stock UnitAgreement for William T. Kerr 10-Q 1-1969 10.3 5/6/10

10.29 Arbitron Inc. Performance Cash Award Program 10-Q 1-1969 10.4 5/6/10

10.30 Arbitron Inc. Form of Performance Cash AwardLetter 10-Q 1-1969 10.5 5/6/10

10.31 Form of Executive Retention Agreement 10-Q 1-1969 10.3 11/04/08

10.32 Arbitron Inc. Employee Stock Purchase Plan,amended and restated as of May 25, 2010 10-Q 1-1969 10.2 8/5/10

10.33 Credit Agreement dated as of November 21, 2011 byand among Arbitron Inc., JPMorgan Chase Bank,N.A. as Administrative Agent, U.S. Bank NationalAssociation and Citibank, N.A. as Co-SyndicationAgents, J.P. Morgan Securities LLC as SoleBookrunner and Sole Lead Arranger, and the Lendersparty thereto 8-K 1-1969 10.1 11/22/11

10.34 Radio Station License Agreement to Receive and UseArbitron PPM(SM) Data and Estimates, effectiveMay 18, 2006, by and between Arbitron Inc. and CBSRadio Inc. *** 10-Q 1-1969 10.2 8/03/06

10.35 Master Station License Agreement to Receive andUse Arbitron Radio Audience Estimates, effectiveMay 18, 2006, by and between Arbitron Inc. and CBSRadio Inc. *** 10-Q 1-1969 10.3 8/03/06

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Incorporated by Reference

ExhibitNo. Exhibit Description Form

SECFile No. Exhibit

FilingDate

FiledHerewith

10.36 Master Station License Agreement to Receive and UseArbitron Radio Audience Estimates by and betweenArbitron and Clear Channel Communications, Inc.,dated December 8, 2010*** 10-K 1-1969 10.38 2/24/11

10.37 Radio Station License Agreement to Receive and UseArbitron PPM(TM) Data and Estimates by and betweenArbitron and Clear Channel Communications, Inc.,dated December 8, 2010*** 10-K 1-1969 10.39 2/24/11

10.38 Form of Deferred Stock Unit Agreement for Non-Employee Directors (Non-Employee Directors Post-2005 Stock-for-Fees Deferred Stock Unit) 10-K 1-1969 10.19 2/27/06

10.39 Form of Waiver and Amendment of ExecutiveRetention Agreement 10-Q 1-1969 10.4 8/05/09

10.40 Executive Employment Agreement, effective as ofFebruary 11, 2010, by and between Arbitron Inc. andWilliam T. Kerr 10-K 1-1969 10.43 3/01/10

10.41 2008 Equity Compensation Plan CEO Non-StatutoryStock-Option Agreement, entered into and effective asof February 11, 2010, by and between Arbitron Inc.and William T. Kerr 10-K 1-1969 10.44 3/01/10

10.42 2008 Equity Compensation Plan CEO Deferred StockUnit Agreement — Initial Grant, entered into andeffective as of February 11, 2010, by and betweenArbitron Inc. and William T. Kerr 10-K 1-1969 10.45 3/01/10

10.43 Amended and Restated Executive EmploymentAgreement, effective as of February 8, 2011, by andbetween Arbitron Inc. and William T. Kerr 10-K 1-1969 10.48 2/24/11

10.44 Offer Letter, effective as of February 2, 2011, by andbetween Arbitron Inc. and Richard J. Surratt 10-K 1-1969 10.49 2/24/11

10.45 Offer Letter, effective as of October 20, 2010, by andbetween Arbitron Inc. and Gregg Lindner 10-K 1-1969 10.50 2/24/11

10.46 Form of 2008 Equity Compensation Plan RestrictedStock Unit Agreement (Executive and Non-ExecutiveOfficers) 10-K 1-1969 10.52 2/24/11

10.47 Updated Form of Executive Retention Agreement 10-K 1-1969 10.53 2/24/11

10.48 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Executive andNon-Executive Officers) 10-Q 1-1969 10.1 11/3/11

10.49 Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Executive andNon-Executive Officers – 2012) 10-K 1-1969 10.49 2/24/12

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Incorporated by Reference

ExhibitNo. Exhibit Description Form

SECFile No. Exhibit

FilingDate

FiledHerewith

10.50 Form of 2008 Equity Compensation Plan RestrictedStock Unit Agreement (Executive and Non-ExecutiveOfficers — 2012) 10-K 1-1969 10.50 2/24/12

10.51 Form of 2008 Equity Compensation Plan Performance-Based Restricted Stock Unit Agreement (Executive andNon-Executive Officers — 2012) 10-K 1-1969 10.51 2/24/12

10.52 Amended and Restated Schedule of Non-EmployeeDirector Compensation 10-K 1-1969 10.52 2/24/12

10.53 Form of 2008 Equity Compensation Plan DirectorStock Unit Agreement (2012) 10-K 1-1969 10.53 2/24/12

10.54 Amended and Restated Executive RetentionAgreement, effective December 13, 2012 by andbetween Arbitron Inc. and Sean R. Creamer *

10.55 Offer Letter, effective as of January 1, 2013 by andbetween Arbitron Inc. and Sean R. Creamer *

10.56 Form of Arbitron Inc. 2008 Equity Compensation PlanTime-Based Restricted Stock Unit Agreement *

10.57 Waiver and Amendment of Executive RetentionAgreement, effective December 17, 2012, by andbetween Arbitron Inc. and Timothy T. Smith *

10.58 Waiver and Amendment of Executive RetentionAgreement, effective December 17, 2012, by andbetween Arbitron Inc. and Debra Delman *

10.59 Waiver and Amendment of Executive RetentionAgreement, effective December 17, 2012, by andbetween Arbitron Inc. and Carol Hanley *

10.60 Waiver and Amendment of Executive RetentionAgreement, effective December 17, 2012, by andbetween Arbitron Inc. and Gregg Lindner *

21 Subsidiaries of Arbitron Inc. *

23 Consent of Independent Registered Public AccountingFirm *

24 Power of Attorney *

31.1 Certification of Chief Executive Officer pursuant toSecurities Exchange Act of 1934 Rule 13a — 14(a) *

31.2 Certification of Chief Financial Officer pursuant toSecurities Exchange Act of 1934 Rule 13a — 14(a) *

32.1 Certifications of Chief Executive Officer and ChiefFinancial Officer pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002 *

95

Incorporated by Reference

ExhibitNo. Exhibit Description Form

SEC FileNo. Exhibit

FilingDate

FiledHerewith

101**** The following materials from the Company’s AnnualReport on Form 10-K for the fiscal year ended December31, 2012, formatted in XBRL (eXtensible BusinessReporting Language):(i) Consolidated Balance Sheets as of December 31, 2012and 2011;

(ii) Consolidated Statements of Income for the YearsEnded December 31, 2012, 2011, and 2010;

(iii) Consolidated Statements of Comprehensive Incomefor the Years Ended December 31, 2012, 2011, and 2010;

(iv) Consolidated Statements of Stockholders’ Equity forthe Years Ended December 31, 2012, 2011, and 2010;

(v) Consolidated Statements of Cash Flows for the YearsEnded December 31, 2012, 2011, and 2010;

(vi) Notes to Consolidated Financial Statements, taggedas block of text; and

(vii) Consolidated Schedule of Valuation and QualifyingAccounts *

* Filed or furnished herewith.** Certain of the schedules and exhibits to the Merger Agreement have been omitted pursuant to

Item 601(b)(2) of Regulation S-K. Arbitron Inc. hereby undertakes to furnish supplementally to the SECcopies of any omitted schedules and exhibits upon request therefor by the SEC.

*** A request for confidential treatment has been submitted with respect to this exhibit. The copy filed as anexhibit omits the information subject to the request for confidential treatment.

**** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed notfiled or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the SecuritiesAct of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Actof 1934, as amended, and otherwise are not subject to liability under those sections.

96

SIGNATURES

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

ARBITRON INC.By: /s/ Sean R. Creamer

Sean R. CreamerChief Executive Officer and President

Date: February 25, 2013

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

Signature Title Date

/s/ Sean R. Creamer

Sean R. Creamer

Chief Executive Officer, President andDirector (Principal ExecutiveOfficer)

February 25, 2013

/s/ Debra Delman

Debra Delman

Executive Vice President and ChiefFinancial Officer (Principal Financialand Principal Accounting Officer)

February 25, 2013

*

Shellye L. Archambeau

Director

*

David W. Devonshire

Director

*

John A. Dimling

Director

*

Erica Farber

Director

*

Ronald G. Garriques

Director

*

Philip Guarascio

Chairman and Director

*

William T. Kerr

Director

*

Larry E. Kittelberger

Director

*

Luis B. Nogales

Director

97

Signature Title Date

*

Richard A. Post

Director

* By: /s/ Timothy T. Smith February 25, 2013

Timothy T. SmithAttorney-in-Fact

98

Exhibit 2.2

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (this “Amendment”), dated as of January 25, 2013, amends the Agreement and Plan of Merger, dated as of December 17, 2012 (the “Merger Agreement”), among Nielsen Holdings N.V., a Netherlands company (“Parent”), TNC Sub I Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Arbitron Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

WHEREAS, the parties hereto have entered into the Merger Agreement; and

WHEREAS, in accordance with Section 8.03 of the Merger Agreement, the parties hereto wish to amend the Merger Agreement as set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

i. Section 4.09 of the Merger Agreement is hereby amended to add the words “together with any other banks or financial institutions that become party thereto or that provide alternative sources of financing, and each of their respective affiliates, successors and permitted assigns,” in the first sentence of that section immediately prior to “the “Financing Sources”)” and immediately following the third open parenthesis.

ii. No Other Amendments or Supplements to the Merger Agreement. On and after the date hereof, each reference in the Merger Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Merger Agreement as amended and supplemented hereby. Except as otherwise expressly provided herein, all of the terms and conditions of the Merger Agreement shall remain unchanged and continue in full force and effect.

iii. Other Miscellaneous Terms. The provisions of Article IX (General Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have duly executed this Amendment as of the date first written above.

[Signature Page to Amendment No. 1 to Merger Agreement]

NIELSEN HOLDINGS N.V.

By: /s/ James W. Cuminale Name: James W. CuminaleTitle: Chief Legal Officer

TNC SUB I CORPORATION

By: /s/ James W. Cuminale Name: James W. Cuminale Title: President

ARBITRON INC.

By: /s/ Timothy T. Smith Name: Timothy T. Smith

Title:

Executive Vice President & Chief Legal Officer

Exhibit 10.54

ARBITRON INC.

AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT

This Amended and Restated Executive Retention Agreement (the “Agreement”) is made and entered into by and between Sean R. Creamer (“Executive”) and Arbitron Inc. (the “Company”), effective as of December 13, 2012 (the “Effective Date”).

RECITALS

1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change in control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined herein) of the Company.

2. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his employment and to motivate Executive to maximize the value of the Company upon a Change in Control for the benefit of its stockholders.

3. The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment prior to or following a Change in Control. The severance benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in Control.

4. Certain capitalized terms used in the Agreement are defined in Section 7 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement. This Agreement is effective as of the Effective Date and will remain in effect through the second anniversary of the Effective Date, except in the event of a Change in Control during such term, in which case this Agreement will remain in effect through, and automatically terminate upon, the later of (i) the second anniversary of the Effective Date or (ii) twelve (12) months following a Change in Control, provided that any payments or benefits required to be made or provided pursuant to this Agreement, in connection with an Involuntary Termination occurring prior to such termination, will be made or provided. No severance benefits will be paid under this Agreement with respect to any termination of employment effective after the date of the Agreement’s termination.

2. At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law.

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3. Base Salary and Annual Bonus. The Company shall pay Executive an annual salary at the rate of five hundred eighty thousand Dollars ($580,000) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice and shall be reviewed at least annually by the Compensation Committee. Executive shall also be eligible to receive an annual incentive bonus for each fiscal year of the Company, with the target annual incentive bonus being 100% of Base Salary (“Target Bonus”). Executive’s Base Salary, and Target Bonus, may be adjusted prospectively as determined by the Board or the Compensation Committee of the Board.

4. Severance Benefits.

(a) Involuntary Termination other than in Connection with a Change in Control. If (i) Executive terminates his employment with the Company (or any parent, subsidiary or successor of the Company) for Good Reason (as defined herein) or (ii) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment other than due to Cause (as defined herein), Disability (as defined herein), or death and such termination is not in Connection with a Change in Control, Executive will receive the following severance benefits from the Company, provided that Executive signs and does not revoke the release of claims as required by Section 5.

(i) Severance Payment. Executive will receive severance payments equal to the sum of (A) eighteen (18) months of Executive’s Base Salary, determined at a rate equal to the greater of (x) Executive’s then current Base Salary as of the date of such termination and (y) $580,000 per annum, and (B) an amount equal to the greater of (x) Executive’s Target Bonus for the year of termination and (y) $580,000. Such amount shall be paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) month period following the date of termination; provided, however, that each installment due during the first 60 days after the date of termination shall be paid with the first installment due after such 60 days.

(ii) Bonus Payment. Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount determined in good faith under the factors applicable to such annual incentive bonus, with such adjustments as the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) makes under such factors (using its negative discretion), but such amount will be prorated for the partial year of service. The amount will be paid to Executive at such time that the annual incentive bonus would have been paid to Executive had he remained employed with the Company.

(iii) Benefits. If Executive, and any spouse and/or dependents of the Executive (“Family Members”), has coverage on the date of his termination under a group health plan sponsored by the Company, the Company agrees to pay for health continuation coverage premiums for Executive and his Family Members at the same level of health coverage as in effect on the day immediately preceding the date of termination; provided, however, that Executive elects

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continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company will pay such COBRA premiums to provide for continuation benefits on behalf of Executive and his Family Members for twelve (12) months following the date of his termination. Executive will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period.

(b) Involuntary Termination in Connection with a Change in Control. If (i) Executive terminates his employment with the Company (or any parent, subsidiary or successor of the Company) for Good Reason (as defined herein) or (ii) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment other than due to Cause, Disability or death, and such termination is in Connection with a Change in Control, Executive will receive the following severance benefits from the Company, provided that Executive signs and does not revoke the release of claims as required by Section 5:

(i) Severance Payment. Executive will receive severance payments equal to the sum of (A) twenty-four (24) months of Executive’s Base Salary, determined at a rate equal to the greatest of (x) Executive’s Base Salary as in effect immediately prior to the Change in Control, (y) Executive’s then current Base Salary as of the date of such termination, or (z) $580,000 per annum and (B) an amount equal to the Target Bonus for the year in which his termination occurs, prorated for the Executive’s partial year of service. Such amount shall be paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) month period following the date of termination; provided, however, that each installment due during the first 60 days after the date of termination shall be paid with the first installment due after such 60 days.

(ii) Bonus Payment. Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount equal to two hundred percent (200%) of the greater of (A) the Target Bonus for the year in which his termination occurs and (B) $580,000. Such payment shall be made as soon as practicable following the date of termination, provided, however, that such payment will be delayed to the extent required by Section 5 and/or Section 11 of this Agreement.

(iii) Equity Awards. One hundred percent (100%) of Executive’s then outstanding and unvested Equity Awards as of the date of Executive’s termination of employment will become vested, all restrictions and repurchase rights will lapse, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met; provided, however, that if an Equity Award is subject to Section 409A (as defined in Section 11 below) and accelerating the settlement of the Equity Award in connection with Executive’s termination of employment would result in the imposition of additional tax under Section 409A, the Equity Award shall vest as described above as of the date of Executive’s termination but will otherwise be

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settled in accordance with the terms and conditions applicable to such Equity Award (as set forth in the applicable Equity Award agreement or such other governing document). The Equity Awards will otherwise remain subject to the terms and conditions of the applicable Equity Award agreement.

(iv) Benefits. If Executive, and any spouse and/or dependents of the Executive (“Family Members”), has coverage on the date of his termination under a group health plan sponsored by the Company, the Company agrees to pay for health continuation coverage premiums for Executive and his Family Members at the same level of health coverage as in effect on the day immediately preceding the date of termination; provided, however, that Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company will pay such COBRA premiums to provide for continuation benefits on behalf of the Executive and his Family Members for eighteen (18) months following the date of his termination. Executive will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period.

(c) Any Termination. Upon any termination of his employment, Executive shall receive any benefits that are, or later become, due under the then-applicable terms of any applicable plan, program, agreement or arrangement of the Company or any of its affiliates (e.g., 401(k) benefits, insurance, indemnification, expense reimbursement, accumulated vacation pay (if any), etc.) (“Company Arrangements”).

(d) Exclusive Remedy. The provisions of this Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity. Executive will be entitled to no benefits, compensation or other payments or rights upon termination of employment without Cause or for Good Reason other than those benefits described in this Section 4, except as may be provided in any Equity Award agreement.

5. Conditions to Receipt of Severance.

(a) Release of Claims Agreement. The receipt of any severance or other benefits pursuant to Section 4(a) or (b) will be subject to Executive signing a release of claims in substantially the form attached hereto as Exhibit A, and such release not being revoked in accordance with its terms on or before the 60 day following the date of termination (such 60 day, the “Release Deadline”). No severance amount or other benefit described in Section 4(a) or 4(b) will be paid or provided until the release of claims agreement becomes effective and irrevocable, and any such severance amount or benefit otherwise payable between the date of Executive’s termination and the date such release becomes irrevocable in accordance with its terms shall be paid on the effective date of such release. Notwithstanding the foregoing, and subject to the release becoming effective and irrevocable by the Release Deadline, any severance payments or benefits under Section 4(a) or 4(b) of this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 11(b)) shall be paid or

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commence on the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Section 409A of the Code, or, if later, such time as required by Section 11(b). If the release does not become effective, and irrevocable in accordance with its terms, by the Release Deadline, Executive will forfeit all rights to severance payments and benefits under Section 4(a) or 4(b) of this Agreement.

(b) Non-Competition, Non-Recruitment, and Non-Disparagement. If (x) Executive materially breaches his obligations under this Section 5(b) and (y) in the case of any breach of Section 5(b)(ii), to the extent such breach is curable, Executive fails to cure such breach within fifteen (15) days following written notice from the Company describing the breach in reasonable detail and requesting cure, then (z) he shall no longer be entitled to receive any further payments or benefits under Section 4(a) or 4(b) that were not already due to be paid or provided prior to the occurrence of such breach.

(i) General. The Company and Executive recognize and agree that (a) Executive is a senior executive of the Company, (b) Executive has received and will in the future receive substantial amounts of the Company’s “confidential information” (as such term is defined in the confidential information agreement entered into by and between the Company and Executive) (the “Confidential Information”), (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non disparagement obligations by Executive is critical to the Company’s continued economic well-being and protection of the Company’s Confidential Information. In light of these considerations, this Section 5(b) sets forth the terms and conditions of Executive’s obligations of non-competition, non recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of Executive’s employment for any reason.

(ii) Non-competition. (A) Unless the Company waives or limits the obligation in accordance with Section 5(b)(ii)(B) or 5(b)(ii)(C),

Executive agrees that while Executive is employed with the Company and during the Severance Period (the “Noncompete Period”), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of Executive’s termination of employment or with any part of the Company’s contemplated business with respect to which Executive has Confidential Information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (A), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of at least one third of the voting equity. The Noncompete Period will be further extended by any period of time during which Executive is in violation of Section 5(b)(ii). For purposes of

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this Section 5(b), competitors of the Company currently include but are not limited to comScore, Inc., GfK AG, The Nielsen Company B.V., Rentrak Corporation, and WPP PLC.

(B) At its sole option the Company may, by written notice to Executive at any time within the Noncompete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity.

(C) During the Noncompete Period, before commencing employment with, or providing consulting services to, any firm or entity that offers competitive products or services, Executive must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must state that you have disclosed to the firm or entity your post-employment restriction under this Agreement. The Company must respond or object to such notice within 30 days after receipt, and the absence of a response will constitute acquiescence or waiver of the Company’s rights under this Section 5(b).

(iii) Non-Recruitment. Executive agrees that while Executive is employed with the Company and during the Severance Period, Executive will not initiate or actively participate in any other employer’s recruitment or hiring of the Company’s employees.

(iv) Non-Disparagement. Executive agrees that while Executive is employed with the Company or after the termination or expiration of this Agreement, Executive will not make disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that Executive knows, or has reason to believe, are false or misleading.

(v) Enforcement. If Executive fails to provide notice to the Company under Section 5(b)(ii)(C), and/or if he materially breaches his obligations (without cure, to the extent applicable) as described in the introductory sentence to this Section 5(b), the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to Executive under Section 4(a) or 4(b) of this Agreement, and Executive will be deemed to have expressly waived any rights Executive may have to the benefits not already due to be paid or provided under Section 4(a) or 4(b).

(vi) Survival. The obligations of this Section 5(b) survive the expiration or termination of this Agreement and Executive’s employment.

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(c) Confidentiality. Executive agrees to continue to comply with the terms of any confidential information agreement to which he is a party.

(d) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

6. Limitation on Payments. The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject the Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by the reduction or elimination of any payment and/or other benefit (including the vesting of Executive’s Equity Awards) under this Agreement (the “Parachute Payments”), then the amounts payable under this Agreement will be reduced or eliminated by determining the Parachute Payment Ratio (as defined below) for each Parachute Payment and then reducing the Parachute Payments in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later payment dates being reduced first. For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable payment for purposes of Section 280G of the Code, and the denominator of which is the intrinsic value of such Parachute Payment. The Company’s independent, certified public accounting firm (the “Accountants”) will determine whether and to what extent Parachute Payments under this Agreement are required to be reduced in accordance with this Section 6. Such determination by the Accountants shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6. If there is an underpayment or overpayment under this Agreement (as determined after the application of this Section), the amount of such underpayment or overpayment will be immediately paid to Executive or refunded by Executive, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, “Total After-Tax Payments” means the total economic value of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of Executive (whether made under the Agreement or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code, and present valued using the discount rate applicable under Section 280G of the Code.

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7. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

(a) Cause. For purposes of this Agreement, “Cause” will mean: (i) Executive’s continued failure to perform the duties and responsibilities of his position (other than as a result of

Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with a reasonable period (as determined in the sole discretion of the Board, but not to exceed twenty (20) days) to take corrective action;

(ii) Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive, Executive’s spouse or immediate family members;

(iii) Executive’s conviction of, or plea of nolo contendere to, a felony; (iv) A breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the

Company’s reputation or business; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law

action (regardless of whether or not Executive admits or denies liability); (vi) Executive entering any cease and desist order with respect to any action which would bar Executive from service

as an executive officer or member of a board of directors of any publicly-traded company (regardless of whether or not Executive admits or denies liability);

(vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or

(viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, if (A) the disqualification or bar continues for more than thirty (30) days, and (B) during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While anydisqualification or bar continues during Executive’s employment, Executive will serve in the

8

capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible).

(b) Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning ascribed to it in the Company’s 2008 Equity Compensation Plan. Notwithstanding the foregoing, where required to avoid additional tax under Section 409A, the Change in Control must also be an event described in Treas. Reg. Section 1.409A-3(i)(5).

(c) Disability. For purposes of this Agreement, “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(d) Equity Award. For purposes of this Agreement, “Equity Award” shall mean each then outstanding award relating to the Company’s common stock (whether stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares, performance units or other similar awards).

(e) Good Reason. For purposes of this Agreement and any Equity Award agreement, “Good Reason” means the occurrence of any of the following, without Executive’s express written consent:

(i) A material reduction of Executive’s authority, duties or responsibilities; (ii) A material reduction in Executive’s Base Salary or Target Bonus, other than across-the-board reductions that are

generally applicable to the senior management team; (iii) A relocation of the Participant’s principal place of employment to a location more than 50 miles from its then

current location and that increases the distance from the Participant’s primary residence by more than 50 miles; (iv) failure of the Company to obtain the assumption of this Agreement by any successor to the Company; or (v) any material breach or material violation of a material provision of this Agreement, or of any other material

agreement between Executive and the Company (or any successor to the Company), by the Company (or any successor to the Company).

provided, however, that before Executive may resign for Good Reason, (A) Executive must provide the Company with written notice within ninety (90) days after he learns of the initial event that Executive believes constitutes “Good Reason” specifically identifying the facts and circumstances claimed to constitute the grounds for Executive’s resignation for Good Reason and the proposed termination date (which will not be more than forty-five (45) days after the expiration of the cure period described in the following clause, and (B) the Company must have an opportunity of at least thirty (30) days following delivery of such notice to cure the Good Reason condition and the Company must have failed to cure such Good Reason condition.

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The parties specifically acknowledge and agree that the definition of “Good Reason” in this Section 7(e) shall operate with respect to all rights to severance and/or accelerated vesting of any Equity Award paid upon a termination upon or after a Change in Control and shall supersede and replace in its entirety any other definitions of “Good Reason,” “Involuntary Termination,” or other similar terms that may exist in any other employment agreement, offer letter, severance plan or policy, Equity Award agreement or incentive plan document.

(f) In Connection with a Change in Control. A termination of Executive’s employment will be “in Connection with a Change in Control” if Executive’s employment terminates at any time on or within twelve (12) months following a Change in Control, or if Executive’s employment is terminated by the Company without Cause in anticipation of a Change in Control.

(g) Severance Period. For purposes of this Agreement, “Severance Period” means (i) the period of time beginning on the date of Executive’s termination of employment and ending on the twelve (12) month anniversary of such date in the event that Executive is entitled to receive severance benefits under Section 4(a) of this Agreement or (ii) the period of time beginning on the date of Executive’s termination of employment and ending on the twenty-four (24) month anniversary of such date in the event that Executive is entitled to receive severance benefits under Section 4(b) of this Agreement.

8. Successors.

(a) Company Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 8(a) or which becomes bound by the terms of this Agreement by operation of law.

(b) Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to be references to his executor(s), heir(s), estate, beneficiar(ies), guardian(s) or other legal representative(s).

9. Notice.

(a) General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally

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delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him at the home address which he most recently communicated to the Company in writing, with a copy delivered to his principal office at the Company if he is then still employed with the Company and with a copy in all events delivered to Morrison Cohen LLP, 909 3 Avenue, 27 Floor, New York, NY 10022, Attention Robert M. Sedgwick, Esq. Facsimile No. 212-735-8708. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of Chief Legal Officer, 9705 Patuxent Woods Drive, Columbia, Maryland 21046, Facsimile No.: (410) 312-8613

(b) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason or as a result of a voluntary resignation will be communicated by a notice of termination to the other party hereto given in accordance with Section 9(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date. The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Good Reason will not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder.

10. Arbitration. The Company and Executive each agree that any and all disputes arising out of the terms of this Agreement, Executive’s employment by the Company, Executive’s service as an officer or director of the Company, or Executive’s compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration. In the event of a dispute, the parties (or their legal representatives) will promptly confer to select a single arbitrator mutually acceptable to both parties. If the parties cannot agree on an arbitrator, then the moving party may file a demand for arbitration with the Judicial Arbitration and Mediation Services (“JAMS”) in Howard County, Maryland, who will be selected and appointed consistent with the Employment Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), except that such arbitrator must have the qualifications set forth in this paragraph. Any arbitration will be conducted in a manner consistent with the JAMS Rules, supplemented by the Maryland Rules of Civil Procedure. The parties further agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement and the Company’s form of confidential information agreement.

11. Code Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together,

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the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has had a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 11(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 4 of this Agreement.

(b) Notwithstanding anything herein to the contrary, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to Executive’s death), any Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Executive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

(c) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 11(b) above. For purposes of this Section 11(c), “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding the Executive’s taxable year of Executive’s separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurs.

(d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

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12. Miscellaneous Provisions.

(a) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(b) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(c) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Maryland (with the exception of its conflict of laws provisions).

(d) Integration. This Agreement represents the entire agreement and understanding between the parties, and supersedes (x) the Executive Retention Agreement between Executive and the Company, dated as of August 28, 2008, as amended by the Waiver and Amendment of Executive Retention Agreement, dated as of March 2009 (as so amended, the “Prior Agreement”) and (y) all agreements entered into prior to or contemporaneously with this Agreement, whether written or oral, with respect to matters specifically addressed in this Agreement. The Prior Agreement shall be deemed terminated as of the Effective Date. With respect to Equity Awards granted on or after the date of this Agreement, the acceleration of vesting provisions provided herein will apply to such Equity Awards except to the extent otherwise explicitly provided in the applicable Equity Award agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing signed by Executive and a duly authorized representative of the Company. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise, or understanding that is not in this Agreement. To the extent that any provisions of this Agreement conflict with those of any other Company Arrangement, the terms in this Agreement will prevail.

(e) Severability. In the event that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision or portion of provision. The remainder of this Agreement shall be interpreted so as best to effect the intent of the Company and Executive.

(f) Withholding. All payments made pursuant to this Agreement will be subject to required withholding of applicable income and employment taxes.

(g) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of signatures of facsimile (including, without limitation, by “pdf”) shall be effective for all purposes.

(Remainder of page intentionally left blank)

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

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ARBITRON INC. SEAN R. CREAMER

/s/ Timothy T. Smith /s/ Sean R. CreamerSignature Signature

Executive Vice President, Business Development & Strategy, Chief Legal Officer, and Secretary

December 13, 2012

Title Date

December 13, 2012

Date

EXHIBIT A

WAIVER AND RELEASE

THIS WAIVER AND RELEASE is entered into as of , 20 (the “Effective Date”), by Sean R. Creamer (the “Executive”) in consideration of the severance pay (the “Severance Payment”) provided to the Executive by Arbitron Inc. (“Employer”) pursuant to the Executive Retention Agreement by and between the Employer and the Executive, effective January 1, 2013, as from time to time amended in accordance with its terms (the “Executive Retention Agreement”).

1. Waiver and Release. The Executive, on his own behalf and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges Employer and each of its affiliates, parents, successors, assigns, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, attorneys and employees of the Employer and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Released Parties”), from any and all causes of action, claims, damages, liabilities, demands, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, whether known or unknown, foreseen or unforeseen, disclosed or undisclosed, presently asserted or otherwise arising through the date of his signing of the Waiver and Release, arising out of or in any way related to his employment or separation from employment. This release includes, but is not limited to, any claim or entitlement to salary, bonuses, nonequity incentives, any other payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Fair Credit Reporting Act, any claims to have been or to be considered as a “whistleblower” or other protected person under Federal or state law, including Section 806 of the Corporate and Criminal Fraud Accountability Act; and the Worker Adjustment and Retraining Notification Act, each as amended); the Maryland Fair Employment Practices Act, the Maryland Anti-Discrimination Act, the Maryland Regulations on Anti-Discrimination Relating to Persons with Disabilities, and the Maryland Equal Pay Law; any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium; provided, however, that nothing in this Waiver and Release shall release any claim for benefits under Section 4 of the Executive Retention Agreement.

The Executive understands that by signing this Waiver and Release he is not waiving any claims or administrative charges that cannot be waived by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Employer.

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The Executive understands and agrees that the claims released in this Section include not only claims presently known to him, but also include all unknown, undisclosed or unanticipated claims, rights, demands, actions, obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope of the released claims as described in this Section. The Executive understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this Agreement, but he nevertheless waives and releases any claims or rights based on different or additional facts.

EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Executive waives the benefit of any provision of the law of Maryland, or any other jurisdiction, that is similar to Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

2. Return of Company Property. The Executive confirms that, except as otherwise agreed with the Company, he has returned to the Company (or will shortly return to the Company) all keys, files, records (whether paper or electronic and all copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones and pagers), Company identification, Company vehicles, Company confidential and proprietary information, and any other Company-owned property in his possession or control, and wherever located. He shall nonetheless be entitled to retain, and use appropriately, information and documents relating to his personal obligations and entitlements as well as his Rolodex (and electronic equivalents). He further confirms that he has cancelled all accounts for his benefit, if any, in the Company’s name, including, but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

3. Cooperation. The Executive agrees to cooperate with the Company in the transitioning of his work, and to be available to the Company for this purpose or any other purpose reasonably requested by the Company, at times and locations reasonably convenient to him/her. He also agrees to cooperate with the Company, upon reasonable request, regarding the investigation, defense or prosecution of any claims or actions now in existence, or that may be brought in the future against or on behalf of the Company. His cooperation in connection with such claims or actions may include, but not be limited to, being available to meet with the Company’s counsel to prepare for discovery or any mediation, arbitration, trial, administrative hearing or other proceeding or to act as a witness when reasonably requested by the Company at mutually agreeable times and at locations mutually convenient to the Company and him, subject to payment by the Company of the necessary out-of-pocket expenses reasonably incurred by the Executive with respect to this Section 3.

4. Acknowledgments. The Executive is signing this Waiver and Release knowingly and voluntarily. He acknowledges that:

(a) He is hereby advised in writing to consult an attorney before signing this Waiver and Release;

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(b) He has relied solely on his own judgment and/or that of his attorney regarding the consideration for and the terms of this Waiver and Release and is signing this Waiver and Release knowingly and voluntarily of his own free will;

(c) He is not entitled to the Severance Payment unless he agrees to and honors the terms of this Waiver and Release;

(d) He has been given at least twenty-one (21) calendar days to consider this Waiver and Release;

(e) He may revoke this Waiver and Release within seven (7) calendar days after signing it by submitting a written notice of revocation to the Company. He further understands that this Waiver and Release is not effective or enforceable until after the seven (7) day period of revocation has expired without revocation, and that if he revokes this Waiver and Release within the seven (7) day revocation period, he will not receive the Severance Payment;

(f) He has read and understands the Waiver and Release and further understands that it includes a general release of any and all known and unknown, disclosed and undisclosed, foreseen or unforeseen claims presently asserted or otherwise arising through the date of his signing of this Waiver and Release that he may have against the Released Parties; and

(g) No statements made or conduct by the Released Parties has in any way coerced or unduly influenced him/her to execute this Waiver and Release.

5. No Admission of Liability. This Waiver and Release does not constitute an admission of liability or wrongdoing on the part of the Released Parties, the Released Parties do not admit there has been any wrongdoing whatsoever against the Executive, and the Released Parties expressly deny that any wrongdoing has occurred.

6. Entire Agreement. There are no other agreements of any nature between the Released Parties and the Executive with respect to the matters discussed in this Waiver and Release, except as expressly stated herein, and that in signing this Waiver and Release, he is not relying on any agreements or representations, except those expressly contained in this Waiver and Release.

7. Severability. If any provision of this Waiver and Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Waiver and Release shall continue in full force and effect.

8. Governing Law. This Waiver and Release shall be governed by the laws of the State of Maryland, without reference to the conflicts of law provisions of Maryland law.

9. Headings. Section and subsection headings contained in this Waiver and Release are inserted for the convenience of reference only. Section and subsection headings shall not be deemed to be a part of this Waiver and Release for any purpose, and they shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first herein above written.

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EXECUTIVE:

Sean R. Creamer

Exhibit 10.55

December 13, 2012

Mr. Sean R. Creamer

Dear Sean,

On behalf of Arbitron, I am delighted to offer you the position of President and Chief Executive Officer of Arbitron. Your effective start date will be no later than January 3, 2013.

You will report to the Board of Directors, and have a starting base salary of $580,000. Upon meeting the applicable performance criteria established by the Compensation and Human Resources Committee of Arbitron’s Board of Directors (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus in an amount equal to 100% of base salary. For performance exceeding the target of such applicable performance criteria, as determined in the sole judgment of the Compensation Committee, the annual incentive bonus may be increased to an amount up to 200% of base salary.

On or before your start date, Arbitron will grant you a Long Term Incentive award to be valued at 250% of your new base salary consisting of restricted stock units with respect to the company’s common stock, par value $0.50. The specific terms and conditions of the award will be determined by the Compensation Committee

Please confirm your acceptance of this offer by signing and returning a copy of this letter.

Sean, I could not be more pleased that you will be assuming the role of President and Chief Executive Office of Arbitron.

Sincerely,

/s/ Philip GuarascioPhilip Guarascio,Chairman of the Board

Agreed and Accepted:

/s/ Sean R. Creamer Sean R. Creamer

Exhibit 10.56

Grant No.

ARBITRON INC. 2008 EQUITY COMPENSATION PLAN

TIME-BASED RESTRICTED STOCK UNIT AGREEMENT

To :

Arbitron Inc. (the “Company”) has granted you (the “Grant”) restricted stock units (“RSUs”) as set forth on Exhibit A to this Agreement (the “RSUs”) under its 2008 Equity Compensation Plan (the “Plan”), subject to the Vesting Schedule and requirements specified on Exhibit A.

The Grant is subject in all respects to the applicable provisions of the Plan. This Agreement does not cover all of the rules that apply to the Grant under the Plan, and the Plan defines any capitalized terms in this Agreement that this Agreement does not define.

In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:

� Participant’s Copy

� Company’s Copy

Vesting Schedule The Grant becomes nonforfeitable (“Vested”) as to some or all of the RSUs only as provided on Exhibit A.

Distribution Dates

You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent to your Vested RSUs as soon as practicable following the dates on which you become Vested (the “Distribution Dates”) as provided in Exhibit A, subject to any overriding provisions in the Plan.

Limited Status

You understand and agree that the Company will not consider you a shareholder for any purpose with respect to the Shares, unless and until the Shares have been issued to you on the Distribution Date(s). You will, however, receive dividend equivalents (“Dividend Equivalent Rights”) with respect to the Vested RSUs, measured using the Shares they represent, with the amounts convertible into full or fractional additional Vested RSUs based on dividing the Dividend Equivalent Rights by the Fair Market Value (as defined in the Plan) as of the date of dividend distribution and holding the resulting additional Vested RSUs for distribution as provided for the RSUs with respect to which they were issued.

Voting RSUs cannot be voted. You may not vote the Shares unless and until the Shares are distributed to you.

Transfer Restrictions and Forfeiture

You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the Shares until the Shares are distributed to you. Any attempted Transfer that precedes the Distribution Date for such Shares is invalid.

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Unless the Administrator determines otherwise at any time or Exhibit A provides otherwise, if your service with the Company terminates for any reason before all of your RSUs are Vested, then you will forfeit such unvested RSUs (and the Shares to which they relate) to the extent that such RSUs do not otherwise vest as a result of the termination. The forfeited RSUs will then immediately revert to the Company. You will receive no payment for RSUs that you forfeit.

Your receipt of and retaining the RSUs and any Common Stock issued thereunder are also subject to your compliance with the restrictive covenants set out in Exhibit B to this award.

Additional Conditions to Receipt

The Company may postpone issuing and delivering any Shares for so long as the Company determines to be advisable to satisfy the following:

its completing or amending any securities registration or qualification of the Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;

its receiving proof it considers satisfactory that a person or entity seeking to receive the Shares after your death is entitled to do so;

your complying with any requests for representations under the Grant and the Plan; and

its or your complying with any federal, state, or local tax withholding obligations.

Taxes and Withholding

The RSUs provide tax deferral, meaning that they are not taxable to you until you actually receive Shares on or around each Distribution Date. You will then owe taxes at ordinary income tax rates as of each Distribution Date at the Shares’ value.

The Company is required to withhold (in cash from salary or other amounts owed you) the applicable percentage of the value of the Shares on the Distribution Date, regardless of whether you sell them. If the Company does not choose to do so, you agree to arrange for payment of the withholding taxes and/or confirm that the Company is arranging for appropriate withholding.

Unless you determine to satisfy the tax withholding obligation by some other means approved by the Company, the Company will, if permissible under applicable law, withhold from those Shares otherwise issuable to you the whole number of Shares sufficient to satisfy the minimum applicable tax withholding obligation. You acknowledge that the withheld Shares may not be sufficient to satisfy your minimum tax withholding obligation. Accordingly, you agree to pay the Company as soon as

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practicable, including through additional payroll withholding, any amount of the tax withholding obligation that is not satisfied by the withholding of Shares described above.

Additional Representations from You

If you receive Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Act that covers issuances of Shares to you, you must comply with the following before the Company will release the Shares to you. You must:

represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and

agree that you will not sell, transfer, or otherwise dispose of the Shares unless:

a registration statement under the Act is effective at the time of disposition with respect to the Shares you propose to sell, transfer, or otherwise dispose of; or

the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Additional Restriction

You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations.

No Effect on Employment or Other Relationship

Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of your relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and any applicable employment or severance agreement or plan.

No Effect on Running Business

You understand and agree that the existence of the RSU will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.

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Section 409A

This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and must be construed consistently with that section. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Vested portion is increased in connection with your “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) you are then a “specified employee” within the meaning of Section 409A at the time of such separation from service (as determined by the Company, by which determination you agree you are bound) and (y) the payment under such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to you within the six month period following your separation from service, then the payment under such accelerated RSUs will not be made until the earlier of (i) the date six months and one day following the date of your separation from service or (ii) the 10th day after your date of death, and will be paid within 10 days thereafter. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Unsecured Creditor

This Agreement creates a contractual obligation on the part of the Company to make payment under the RSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in deferred compensation hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder is that of an unsecured general creditor of Company.

Additional Restrictions

Any acceleration, vesting, or extension under this Grant is subject to compliance with any requirement that otherwise applies to you to provide a release of claims.

Governing Law

The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.

Notices

Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary. If mailed, you should address it to the Company’s Secretary at the Company’s then corporate headquarters, unless the Company directs participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Administrator will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to participants.

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Plan Governs

Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control.

ARBITRON INC.

Date: By:

ACKNOWLEDGMENT

I acknowledge I received a copy of the Plan. I represent that I have read and am familiar with the Plan’s terms. I accept the Grant subject to all of the terms and provisions of this Agreement and of the Plan under which the Grant is made, as the Plan may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Grant.

NO ONE MAY SELL, TRANSFER, OR DISTRIBUTE THE SECURITIES COVERED BY THE GRANT WITHOUT AN EFFECTIVE REGISTRATION

STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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Date:

Name:

Grant No.

Arbitron Inc. 2008 Equity Compensation Plan

Time-Based Restricted Stock Unit

Exhibit A

Recipient Information:

Grant Information:

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Name:

Signature: X

RSUs: Date of Grant:

Vesting Schedule

The Grant shall become Vested as to one-twelth of the RSUs on each quarterly anniversary of the Date of Grant (each a “Vesting Date”), such that the RSUs will be 100% vested on the three-year anniversary of the Date of Grant, assuming you remain a service provider to the Company through each Vesting Date.

Coordination with Merger Agreement

If the merger contemplated by the Agreement and Plan of Merger dated December 17, 2012, among Nielsen Holdings N.V. (“Parent”), TNC Sub I Corporation and the Company (as the same may be amended, supplemented or modified, the “Merger Agreement”) is consummated, notwithstanding anything to the contrary in the Plan, in accordance with Section 6.04(b) of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), (i) fifty percent (50%) of the RSUs shall be assumed by Parent (the “Assumed Portion”) pursuant to the following sentence and (ii) the remaining RSUs shall be canceled in exchange for a cash payment equal to the Merger Consideration (as defined in the Merger Agreement) multiplied by the number of canceled RSUs. The Assumed Portion will be assumed by Parent and will continue to have, and be subject to, the same terms and conditions set forth in this Agreement immediately prior to the Effective Time (including any vesting or forfeiture provisions or repurchase rights), except that (I) the RSU award agreement governing the Assumed Portion shall cover a number of whole shares equal to the product of (A) the number of shares of Common Stock subject to the Assumed Portion multiplied by (B) the quotient of (x) the per share Merger Consideration divided by (y) the closing price for one share of common stock of Parent as reported on the NYSE composite transaction tape (as reported in the Wall Street Journal,

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Northeastern edition, or, if not reported thereby, any other authoritative source chosen by Parent) on the close of business on the Business Day (as defined in the Merger Agreement) immediately preceding the Effective Time, rounded down to the nearest whole number of shares and (II) the number of shares of Parent common stock with respect to which the award will vest on each subsequent Vesting Date shall be determined by dividing the total number of shares of Parent common stock subject to the award by the remaining number of Vesting Dates under the award after the Effective Time.

Grant Expiration Rules

Except as otherwise provided in an employment, retention, or other individual agreement covering you, you will forfeit any unvested portions of the Grant immediately when you cease to be employed by (or a member of the Board of) the Company for reasons other than death or Disability or Retirement. If your employment ends for death or Disability, you will become fully Vested at that date. If your employment ends on your Retirement, you will continue to Vest in the Grant as though you had remained employed.

Definitions

“Cause” will have the meaning set forth in any employment or other agreement or policy applicable to you or, if no such agreement or policy exists, will mean (i) dishonesty, fraud, misrepresentation, theft, embezzlement or injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any breach of duty, habitual neglect of duty or unreasonable job performance, or (iv) any material breach of any employment, service, confidentiality or noncompete agreement entered into with the Company or any Subsidiary.

“Disability” means your disability such as would entitle you to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering you or, if no such plan exists or is applicable to you, your permanent and total disability within the meaning of Section 22(e)(3) of the Code; provided, however, that the disability must also comply with the requirements of Treas. Reg. § 1.409A-3(i)(4).

“Retirement” means the termination (other than for Cause or by reason of death or Disability) of your employment or other service on or after the date on which you have attained the age of 55 and have completed 10 years of continuous service to the Company or any Subsidiary (such period of service to be determined in accordance with the retirement/pension plan or practice of the Company or Subsidiary then covering you, provided that if you are not covered by any such plan or practice, you will be deemed to be covered by the Company’s plan or practice for purposes of this determination).

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Distribution Dates

The Distribution Date for Shares will be the date the Company selects within 60 days following each applicable Vesting Date; provided, however, that, in accordance with the Merger Agreement, the Distribution Date with respect to any RSUs canceled in exchange for a cash payment pursuant to Section 6.04(b) of the Merger Agreement will be within five (5) business days after the Effective Time (as that term is defined in the Merger Agreement).

Arbitron Inc. 2008 Equity Compensation Plan

Time-Based Restricted Stock Unit

Exhibit B Restricted Activities

You agree that you will not take any Adverse Actions (as defined below) against the Company or any Subsidiary at any time during the period that the RSU is outstanding in whole or in part or at any time before one year following your cessation of employment with the Company or any Subsidiary, whichever is later (the “Restricted Period”). You acknowledge that damages that may arise from a breach of this Exhibit B may be impossible to ascertain or prove with certainty. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Company determines in its sole discretion that you have taken Adverse Actions against the Company or any Subsidiary at any time during the Restricted Period, in addition to other legal remedies that may be available, (i) the Company will be entitled to an immediate injunction from a court of competent jurisdiction to end such Adverse Action, without further proof of damage, (ii) the Committee will have the authority in its sole discretion to terminate immediately all of your rights under the Plan and this Agreement without notice of any kind, and (iii) the Committee will have the authority in its sole discretion to rescind the payment of any RSU Shares within six months prior to the date you first commence any such Adverse Actions and require you to disgorge any profits (however defined by the Committee) you realized with respect to any RSU Shares. Such disgorged profits paid to the Company must be made in cash (including check, bank draft or money order) or, with the Committee’s consent, shares of Common Stock with a Fair Market Value on the date of payment equal to the amount of such payment. The Company will be entitled to withhold and deduct from your future wages (or from other amounts that may be due and owing to you from the Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligation. At its sole option the Company may, by written notice to you at any time within the Restricted Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity.

For purposes of this Agreement, an “Adverse Action” will mean any of the following: (i) engaging directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, in any commercial activity in competition with any part of the Company’s business as conducted as of the date of your cessation of employment with the Company or any Subsidiary, or with any part of the Company’s contemplated business with respect to which you have “confidential information” (as such term is defined in the confidential information agreement entered into by and between you and the Company); (ii) initiating or actively participating in any other employer’s recruitment or hiring of the Company’s employees, or (iii) making disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that you know, or have reason to believe, are false or misleading. For purposes of clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. The Restricted Period will be further extended by any period of time during which you are in violation of clause (i). The “Company’s business” includes business conducted by the Company or any Subsidiary, or any partnership or joint venture in which the Company directly or indirectly has ownership of at least one third of the voting equity. Competitors of the Company currently include but are not limited to comScore, Inc., GfK AG, The Nielsen Company B.V., Rentrak Corporation, and WPP PLC.

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Should any provision of this Exhibit B be held invalid or illegal, such illegality shall not invalidate the whole of this Exhibit B, but, rather, the Agreement shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly. In furtherance of and not in limitation of the foregoing, you expressly agree that should the duration of or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. This Exhibit B does not replace and is in addition to any other agreements the Optionee may have with the Company or any of its Subsidiaries on the matters addressed herein.

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Exhibit 10.57

ARBITRON INC. WAIVER AND AMENDMENT OF

EXECUTIVE RETENTION AGREEMENT

This is an agreement (the “Agreement”) between Arbitron Inc. (the “Company”) and Timothy T. Smith (“you”), dated as of December 17, 2012. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Executive Retention Agreement between you and the Company, dated as of August 28, 2008 and previously amended as of March, 2009 (the “Retention Agreement”).

WHEREAS, you and the Company have previously entered into the Retention Agreement; and

WHEREAS, you and the Company desire to amend the Retention Agreement.

THEREFORE, you and the Company agree as follows, in consideration of the services to be received from you and the ongoing compensation to which you will be entitled and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge:

(1) The preamble of the Retention Agreement is revised by striking “August 25, 2013” and replacing it with the date that is the second anniversary of the date hereof.

(2) Section 2.4(a) of the Retention Agreement is amended to delete the first sentence and replace it with the following: “The Executive shall receive a severance payment equal to the sum of (i) 18 times the Executive’s Annual Salary divided by twelve and (ii) the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs.”

(3) Section 2.4 of the Retention Agreement is amended to add new subsection 2.4(b) as follows: “Bonus Payment. The Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount determined in good faith under the factors applicable to the Executive’s annual incentive bonus, with such adjustments as the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) makes under such factors (using its negative discretion), but such amount will be prorated for the partial year of service. The amount will be paid to the Executive at such time as the annual incentive bonus would have been paid to the Executive had he remained employed with the Company, but in any event, between January 1 and April 30 of the year following the year with respect to which it is earned; provided, however, that (i) payment will be delayed until the Waiver and Release Agreement required by Section 4 has become irrevocable (but not beyond April 30) and (ii) receipt of the bonus payment is contingent upon the Waiver and Release Agreement becoming irrevocable no later than the April 30 payment deadline.”

Former subsections (b), (c) and (d) of Section 2.4 of the Retention Agreement (and cross-references thereto) are renumbered to subsections (c), (d) and (e), respectively.

(4) Section 2.5(a)(i) of the Retention Agreement is amended to delete the first sentence and replace it with the following: “The Executive shall receive a severance payment equal to the sum of (i) 24 times the Executive’s Annual Salary divided by twelve and (ii) the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs, prorated for the Executive’s partial year of service.”

(5) Section 2.5(a) of the Retention Agreement is amended to add new subsection 2.5(a)(ii) as follows: “Bonus Payment. The Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount equal to 2 times the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs. This bonus payment amount shall be paid in a lump sum, within 90 days following the Executive’s Date of Employment Termination in accordance with Section 7.2; provided, however, that the bonus payment amount shall not be paid prior to the Company’s receipt of a duly executed Waiver and Release Agreement that is not revoked during the applicable regulatory revocation period and, if the 90th day is in the calendar year following the Date of Employment Termination, not before the first day of that subsequent calendar year.”

Former subsections (ii) and (iii) of Section 2.5(a) of the Retention Agreement (and cross-references thereto) are renumbered to subsections (iii) and (iv), respectively.

(6) Section 5 of the Retention Agreement is deleted and replaced in its entirety by the following: “Limitation on Payments. The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments would subject the Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by the reduction or elimination of any payment and/or other benefit (including the vesting of Executive’s equity awards) under this Agreement (the “Parachute Payments”), then the amounts payable under this Agreement will be reduced or eliminated by determining the Parachute Payment Ratio (as defined below) for each Parachute Payment and then reducing the Parachute Payments in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later payment dates being reduced first. For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable payment for purposes of Section 280G of the Code, and the denominator of which is the intrinsic value of such Parachute Payment. The Company’s independent, certified public accounting firm (the “Accountants”) will determine whether and to what extent Parachute Payments under this Agreement are required to be reduced in accordance with this Section 5. Such

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determination by the Accountants shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. If there is an underpayment or overpayment under this Agreement (as determined after the application of this Section 5), the amount of such underpayment or overpayment will be immediately paid to Executive or refunded by Executive, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, “Total After-Tax Payments” means the total economic value of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of Executive (whether made under the Agreement or otherwise), afterreduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code, and present valued using the discount rate applicable under Section 280G of the Code.”

(7) The definition of “Reference Compensation” in Section 7.17 of the Retention Agreement is deleted.

(8) All other provisions of the Retention Agreement remain in effect as written.

Signatures on Page Following

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ARBITRON INC. EXECUTIVE

By: /s/ Sean R. Creamer /s/ Timothy T. SmithName: Sean R. Creamer Timothy T. SmithTitle: President and Chief Executive Officer

Exhibit 10.58

ARBITRON INC. WAIVER AND AMENDMENT OF

EXECUTIVE RETENTION AGREEMENT

This is an agreement (the “Agreement”) between Arbitron Inc. (the “Company”) and Debra Delman (“you”), dated as of December 17, 2012. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Executive Retention Agreement between you and the Company, dated as of August 27, 2012 (the “Retention Agreement”).

WHEREAS, you and the Company have previously entered into the Retention Agreement; and

WHEREAS, you and the Company desire to amend the Retention Agreement.

THEREFORE, you and the Company agree as follows, in consideration of the services to be received from you and the ongoing compensation to which you will be entitled and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge:

(1) The first recital (WHEREAS paragraph) of the Retention Agreement is revised by striking “August 25, 2013” and replacing it with the date that is the second anniversary of the date hereof.

(2) Section 2(b)(i) is amended to delete “ pay you an amount in cash equal to 12 times your Reference Compensation (as defined below) as in effect immediately before the termination (or, if the Position Diminishment relates to a reduction in base salary, before such reduction)” and replace it with “pay you an amount in cash equal to the sum of (x) 12 times your monthly base salary as in effect immediately before the termination (or, if the Position Diminishment relates to a reduction in base salary, before such reduction) and (y) your target annual bonus for the year of termination”.

(3) Section 2(c) is amended to delete “24 months of Reference Compensation” and replace it with “24 months of your monthly base salary and 2 times your target annual bonus for the year of termination”.

(4) Section 2(g)(iv) is deleted in its entirety.

(5) The text of Exhibit A is deleted and replaced in its entirety by the following: “The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments would subject you to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by the reduction or elimination of any payment and/or other

benefit (including the vesting of your equity awards) under this Agreement (the “Parachute Payments”), then the amounts payable under this Agreement will be reduced or eliminated by determining the Parachute Payment Ratio (as defined below) for each Parachute Payment and then reducing the Parachute Payments in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later payment dates being reduced first.For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable payment for purposes of Section 280G of the Code, and the denominator of which is the intrinsic value of such Parachute Payment. The Company’s independent, certified public accounting firm (the “Accountants”) will determine whether and to what extent Parachute Payments under this Agreement are required to be reduced in accordance with this paragraph. Such determination by the Accountants shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph. If there is an underpayment or overpayment under this Agreement (as determined after the application of this paragraph), the amount of such underpayment or overpayment will be immediately paid to you or refunded by you, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, “Total After-Tax Payments” means the total economic value of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of you (whether made under the Agreement or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code), and present valued using the discount rate applicable under Section 280G of the Code.”

(6) All other provisions of the Retention Agreement remain in effect as written.

Signatures on Page Following

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ARBITRON INC. EXECUTIVE

By: /s/ Timothy T. Smith /s/ Debra DelmanName: Timothy T. Smith Debra DelmanTitle:

Executive Vice President, Business Development & Strategy, Chief Legal Officer, and Secretary

Exhibit 10.59

ARBITRON INC. WAIVER AND AMENDMENT OF

EXECUTIVE RETENTION AGREEMENT

This is an agreement (the “Agreement”) between Arbitron Inc. (the “Company”) and Carol Hanley (“you”), dated as of December 17, 2012. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Executive Retention Agreement between you and the Company, dated as of June, 2010 (the “Retention Agreement”).

WHEREAS, you and the Company have previously entered into the Retention Agreement; and

WHEREAS, you and the Company desire to amend the Retention Agreement.

THEREFORE, you and the Company agree as follows, in consideration of the services to be received from you and the ongoing compensation to which you will be entitled and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge:

(1) The preamble of the Retention Agreement is revised by striking “August 25, 2013” and replacing it with the date that is the second anniversary of the date hereof.

(2) Section 2.3 of the Retention Agreement is deleted and replaced in its entirety by the following: “By the Company for Cause or by the Executive Other than for Position Diminishment. Except as provided in Section 2.5, if the Executive’s employment with the Company is terminated in accordance with this Section 2.3, the Company shall pay the Executive the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, to which Executive is entitled as of the Date of Employment Termination. The Executive’s termination is covered by this Section 2.3 (i) if the Executive voluntarily terminates her employment other than during the Window Period as described in Section 2.5 or for Position Diminishment, or (ii) if the Company terminates the Executive’s employment for Cause. The payments contemplated by this Section 2.3 shall be paid at the time such payments are due in accordance with the regular payroll schedule, and the Company shall have no further obligations to the Executive under this Agreement.”

(3) The first paragraph of Section 2.4 of the Retention Agreement is deleted and replaced in its entirety by the following: “By the Company other than for Cause or by the Executive for Position Diminishment. Except as provided in Section 2.5, if the Company terminates the Executive’s employment other than for Cause or Disability or the Executive resigns as a result of Position Diminishment, the Company shall pay the Executive the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Employment Termination, plus the following amounts:”

(4) Section 2.4(a) of the Retention Agreement is amended to delete the first sentence and replace it with the following: “The Executive shall receive a severance payment equal to the sum of (i) 18 times the Executive’s Annual Salary divided by twelve and (ii) the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs.”

(5) Section 2.4 of the Retention Agreement is amended to add new subsection 2.4(b) as follows: “Bonus Payment. The Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount determined in good faith under the factors applicable to the Executive’s annual incentive bonus, with such adjustments as the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) makes under such factors (using its negative discretion), but such amount will be prorated for the partial year of service. The amount will be paid to the Executive at such time as the annual incentive bonus would have been paid to the Executive had he remained employed with the Company, but in any event, between January 1 and April 30 of the year following the year with respect to which it is earned; provided, however, that (i) payment will be delayed until the Waiver and Release Agreement required by Section 4 has become irrevocable (but not beyond April 30) and (ii) receipt of the bonus payment is contingent upon the Waiver and Release Agreement becoming irrevocable no later than the April 30 payment deadline.”

Former subsections (b) and (c) of Section 2.4 of the Retention Agreement (and cross-references thereto) are renumbered to subsections (c) and (d), respectively.

(6) Section 2.4 of the Retention Agreement is amended to add new subsection 2.4(e) as follows: “The Executive may only resign as a result of a Position Diminishment under this Section 2.4 if (i) the Date of Position Diminishment occurs outside a Window Period; and (ii) she (x) provides notice to the Company within 90 days following the Date of Position Diminishment that she considers the Position Diminishment to be grounds to resign; (y) provides the Company a period of 30 days to cure the Position Diminishment, and (z) actually ceases employment, if the Position Diminishment is not cured, by six months following the Date of Position Diminishment.”

(7) Section 2.5(a) of the Retention Agreement is deleted and replaced in its entirety by the following: “If the Executive’s employment with the Company terminates (x) during a Window Period, or (y) on or before the Position Diminishment Termination Date (as defined in Section 2.5(b)), other than by (i) a termination by the Company for Cause, (ii) the Executive’s resignation other than for Position Diminishment, or (iii) the Executive’s death or Disability, the Executive shall be entitled to payment of the Executive’s then

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current base salary through the Date of Employment Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Employment Termination, plus the following amounts and benefits:”

(8) Section 2.5(a)(i) of the Retention Agreement is amended to delete the first sentence and replace it with the following: “The Executive shall receive a severance payment equal to the sum of (i) 24 times the Executive’s Annual Salary divided by twelve and (ii) the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs, prorated for the Executive’s partial year of service.”

(9) Section 2.5(a) of the Retention Agreement is amended to add new subsection 2.5(a)(ii) as follows: “Bonus Payment. The Executive will receive a lump sum cash payment (less applicable withholding taxes) in an amount equal to 2 times the Executive’s target annual incentive bonus for the year in which the Executive’s Date of Employment Termination occurs. This bonus payment amount shall be paid in a lump sum, within 90 days following the Executive’s Date of Employment Termination in accordance with Section 7.2; provided, however, that the bonus payment amount shall not be paid prior to the Company’s receipt of a duly executed Waiver and Release Agreement that is not revoked during the applicable regulatory revocation period and, if the 90th day is in the calendar year following the Date of Employment Termination, not before the first day of that subsequent calendar year.”

Former subsections (ii) and (iii) of Section 2.5(a) of the Retention Agreement (and cross-references thereto) are renumbered to subsections (iii) and (iv), respectively.

(10) Section 2.5 of the Retention Agreement is amended to add new subsection 2.5(b) as follows: “The Executive may only resign as a result of a Position Diminishment under this Section 2.5 if (i) the Date of Position Diminishment occurs during the Window Period; and (ii) she (x) provides notice to the Company within 90 days following the Date of Position Diminishment that she considers the Position Diminishment to be grounds to resign; (y) provides the Company a period of 30 days to cure the Position Diminishment, and (z) actually ceases employment, if the Position Diminishment is not cured, by the later to occur of: (1) six months following the Date of Position Diminishment and (2) the end of the Window Period (the ‘Position Diminishment Termination Date’).”

(11) Section 5 of the Retention Agreement is deleted and replaced in its entirety by the following: “Limitation on Payments. The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments would subject the Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by the reduction or

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elimination of any payment and/or other benefit (including the vesting of Executive’s equity awards) under this Agreement (the “Parachute Payments”), then the amounts payable under this Agreement will be reduced or eliminated by determining the Parachute Payment Ratio (as defined below) for each Parachute Payment and then reducing the Parachute Payments in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later payment dates being reduced first. For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable payment for purposes of Section 280G of the Code, and the denominator of which is the intrinsic value of such Parachute Payment. The Company’s independent, certified public accounting firm (the “Accountants”) will determine whether and to what extent Parachute Payments under this Agreement are required to be reduced in accordance with this Section 5. Such determination by the Accountants shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. If there is an underpayment or overpayment under this Agreement (as determined after the application of this Section 5), the amount of such underpayment or overpayment will be immediately paid to Executive or refunded by Executive, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, “Total After-Tax Payments” means the total economic value of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of Executive (whether made under the Agreement or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code, and present valued using the discount rate applicable under Section 280G of the Code.”

(12) Section 7.17 of the Retention Agreement is amended to (i) delete the definition of “Reference Compensation” and (ii) add the following definitions:

“Date of Position Diminishment” means the effective date of the Executive’s Position Diminishment. “Position Diminishment” means (i) a change in the Executive’s reporting responsibilities, titles, duties, or offices as in effect immediately prior to a Change of Control (or, for purposes of Section 2.4, as in effect as of December 15, 2012), or any removal of Executive from, or any failure to re-elect Executive to, any of such

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positions, that has the effect of materially diminishing Executive’s responsibility, duties, or authority, (ii) a relocation of the Executive’s principal place of employment to a location more than 25 miles from its then current location and that increases the distance from Executive’s primary residence by more than 25 miles, or (iii) a material reduction in the Executive’s Annual Salary.

(13) All other provisions of the Retention Agreement remain in effect as written.

Signatures on Page Following

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ARBITRON INC. EXECUTIVE

By: /s/ Timothy T. Smith /s/ Carol HanleyName: Timothy T. Smith Carol HanleyTitle:

Executive Vice President, Business Development & Strategy, Chief Legal Officer, and Secretary

Exhibit 10.60

ARBITRON INC. WAIVER AND AMENDMENT OF

EXECUTIVE RETENTION AGREEMENT

This is an agreement (the “Agreement”) between Arbitron Inc. (the “Company”) and Gregg Lindner (“you”), dated as of December 17, 2012. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Executive Retention Agreement between you and the Company, dated as of March, 2011 (the “Retention Agreement”).

WHEREAS, you and the Company have previously entered into the Retention Agreement; and

WHEREAS, you and the Company desire to amend the Retention Agreement.

THEREFORE, you and the Company agree as follows, in consideration of the services to be received from you and the ongoing compensation to which you will be entitled and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge:

(1) The first recital (WHEREAS paragraph) of the Retention Agreement is revised by striking “August 25, 2013” and replacing it with the date that is the second anniversary of the date hereof.

(2) Section 2(b)(i) is amended to delete “ pay you an amount in cash equal to 12 times your Reference Compensation (as defined below) as in effect immediately before the termination (or, if the Position Diminishment relates to a reduction in base salary, before such reduction)” and replace it with “pay you an amount in cash equal to the sum of (x) 12 times your monthly base salary as in effect immediately before the termination (or, if the Position Diminishment relates to a reduction in base salary, before such reduction) and (y) your target annual bonus for the year of termination”.

(3) Section 2(c) is amended to delete “24 months of Reference Compensation” and replace it with “24 months of your monthly base salary and 2 times your target annual bonus for the year of termination”.

(4) Section 2(g)(iv) is deleted in its entirety.

(5) The text of Exhibit A is deleted and replaced in its entirety by the following: “The Company will make the payments under this Agreement without regard to whether the deductibility of such payments (or any other payments or benefits) would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments would subject you to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by the reduction or elimination of any payment and/or other

benefit (including the vesting of your equity awards) under this Agreement (the “Parachute Payments”), then the amounts payable under this Agreement will be reduced or eliminated by determining the Parachute Payment Ratio (as defined below) for each Parachute Payment and then reducing the Parachute Payments in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later payment dates being reduced first.For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable payment for purposes of Section 280G of the Code, and the denominator of which is the intrinsic value of such Parachute Payment. The Company’s independent, certified public accounting firm (the “Accountants”) will determine whether and to what extent Parachute Payments under this Agreement are required to be reduced in accordance with this paragraph. Such determination by the Accountants shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph. If there is an underpayment or overpayment under this Agreement (as determined after the application of this paragraph), the amount of such underpayment or overpayment will be immediately paid to you or refunded by you, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, “Total After-Tax Payments” means the total economic value of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of you (whether made under the Agreement or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code), and present valued using the discount rate applicable under Section 280G of the Code.”

(6) All other provisions of the Retention Agreement remain in effect as written.

Signatures on Page Following

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ARBITRON INC. EXECUTIVE

By: /s/ Timothy T. Smith /s/ Gregg LindnerName: Timothy T. Smith Gregg LindnerTitle:

Executive Vice President, Business Development & Strategy, Chief Legal Officer, and Secretary

Exhibit 21

ARBITRON INC.

SUBSIDIARIES

Subsidiaries and Their Affiliates:

State orOther Jurisdictionof Incorporation

Arbitron Holdings Inc. DelawareArbitron International, LLC (1) DelawareArbitron Mobile Oy (2) FinlandArbitron Technology Services India Private Limited (1) IndiaAstro West LLC (3) DelawareCardinal North LLC (3) DelawareCeridian Infotech (India) Private Limited India

(1) Is a subsidiary of Arbitron Inc. and Arbitron Holdings, Inc. (2) Is a subsidiary of Cardinal North LLC (3) Is a subsidiary of Arbitron Inc.

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors Arbitron Inc.:

We consent to the incorporation by reference in the registration statement (Nos. 333-58143, 333-89565, 333-56296, 333-85492, 333-124663, 333-149441, 333-155577, 333-155578, 333-170318, 333-170319) on Forms S-8 of Arbitron Inc. of our reports dated February 25, 2013, with respect to the consolidated balance sheets of Arbitron Inc. as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule and the effectiveness of internal control over financial reporting, which reports appear in the December 31, 2012 annual report on Form 10-K of Arbitron Inc.

/s/ KPMG LLP Baltimore, Maryland February 25, 2013

Exhibit 24

POWER OF ATTORNEY

The undersigned, a Director of Arbitron Inc. (the “Company”), a Delaware corporation, does hereby make, nominate and appoint DEBRA DELMAN and TIMOTHY T. SMITH, and each of them, to be my attorney-in-fact for six months from the date hereof, with full power and authority to execute for and on behalf of the undersigned the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended; provided that such Form 10-K is first reviewed by the Audit Committee of the Board of Directors of the Company and by my attorney-in-fact, and his/her name, when thus signed, shall have the same force and effect as though I had manually signed such Form 10-K.

I have signed this Power of Attorney as of January 17, 2013.

/s/ Shellye L. Archambeau Shellye L. Archambeau

/s/ David W. Devonshire David W. Devonshire

/s/ John A. Dimling John A. Dimling

/s/ Erica FarberErica Farber

/s/ Ronald G. Garriques Ronald G. Garriques

/s/ Philip Guarascio Philip Guarascio

/s/ William T. KerrWilliam T. Kerr

/s/ Larry E. Kittelberger Larry E. Kittelberger

/s/ Luis G. NogalesLuis G. Nogales

/s/ Richard A. PostRichard A. Post

Exhibit 31.1

302(a) CERTIFICATION

I, Sean R. Creamer, certify that:

1. I have reviewed this annual report on Form 10-K of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2013 /s/ Sean R. Creamer

Sean R. Creamer Chief Executive Officer, President and Director

Exhibit 31.2

302(a) CERTIFICATION

I, Debra Delman, certify that:

1. I have reviewed this annual report on Form 10-K of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2013 /s/ Debra Delman

Debra Delman Executive Vice President and Chief Financial Officer

Exhibit 32.1

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Arbitron Inc. (the “Company”), each hereby certifies that, to his/her knowledge, on the date hereof:

(a) the Annual Report on Form 10-K of the Company for the year ended December 31, 2012, filed on the date hereof with the Securities and Exchange Commission (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sean R. Creamer Sean R. CreamerChief Executive OfficerDate: February 25, 2013

/s/ Debra DelmanDebra DelmanChief Financial OfficerDate: February 25, 2013