e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2010
OR
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Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 1-1969
A. Full title of the plan and the address of the plan, if different from that of the
issuer named below:
Arbitron 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Arbitron Inc.
9705 Patuxent Woods Drive
Columbia, MD 21046
(410) 312-8000
ARBITRON 401(k) PLAN
Index to Financial Statements, Schedule, and Exhibit
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13 |
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15 |
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EX-23.1 |
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Retirement Committee of
Arbitron Inc. and Participants
of the Arbitron 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the Arbitron
401(k) Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of changes in
net assets available for benefits for the years ended December 31, 2010 and 2009. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and
the changes in net assets available for benefits for the years ended December 31, 2010 and 2009, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2010 is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG LLP
Baltimore, Maryland
June 27, 2011
3
ARBITRON 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
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2010 |
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2009 |
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Assets: |
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Cash |
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$ |
24,937 |
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$ |
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Investments, at fair value: |
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Common stock |
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2,211,696 |
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1,475,243 |
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Mutual funds |
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79,821,791 |
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68,217,443 |
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82,033,487 |
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69,692,686 |
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Receivables: |
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Participant loans |
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1,474,751 |
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984,294 |
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Participant contributions |
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178,571 |
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176,153 |
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Employer contributions |
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616,370 |
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501,531 |
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2,269,692 |
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1,661,978 |
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Total assets |
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84,328,116 |
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71,354,664 |
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Liabilities: |
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Excess contributions refund payable |
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198,957 |
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95,388 |
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Total liabilities |
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198,957 |
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95,388 |
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Net assets available for benefits |
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$ |
84,129,159 |
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$ |
71,259,276 |
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See the accompanying notes to the financial statements.
4
ARBITRON 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2010 and 2009
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2010 |
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2009 |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
9,570,051 |
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$ |
13,497,959 |
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Dividends |
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1,388,166 |
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997,810 |
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10,958,217 |
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14,495,769 |
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Interest income on participant loans |
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63,623 |
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71,389 |
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Contributions: |
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Participant |
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5,453,992 |
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5,643,772 |
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Rollovers |
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302,878 |
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129,470 |
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Employer |
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2,257,117 |
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2,159,577 |
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8,013,987 |
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7,932,819 |
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Payments and expenses: |
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Benefits paid to participants |
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6,159,094 |
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6,119,311 |
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Administrative costs paid by participants |
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6,850 |
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6,129 |
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Net increase |
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12,869,883 |
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16,374,537 |
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Net assets available for benefits: |
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Beginning of year |
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71,259,276 |
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54,884,739 |
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End of year |
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$ |
84,129,159 |
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$ |
71,259,276 |
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See the accompanying notes to the financial statements.
5
ARBITRON 401(k) PLAN
Notes to the Financial Statements
December 31, 2010 and 2009
1. Description of Plan
General
The following description of the Arbitron 401(k) Plan (the Plan) provides general information
only. Participants should refer to the Plan agreement for a more complete description of the
Plans provisions.
The Plan is a defined contribution plan, qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (IRC), which includes provisions under Section 401(k) allowing an
eligible participant to direct the employer to contribute a portion of the participants
compensation to the Plan on a pre-tax basis through payroll deductions. Qualified employees, as
defined by the Plan, who are U.S. citizens or resident aliens paid under the U.S. domestic payroll
and who perform services for Arbitron Inc. (Arbitron or the Company) primarily within the
United States or on a temporary foreign assignment, are eligible to participate in the Plan. The
Plan is administered by Arbitron through its Retirement Plan Administrator and through its
Retirement Committee, which is appointed by the Chief Executive Officer of the Company. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Description of the Company
Arbitron is a leading media and marketing information services firm primarily serving radio,
advertising agencies, cable and broadcast television, advertisers, retailers, out-of-home media,
online media and print media.
Arbitron currently provides four main services: measuring and estimating radio audiences in local
markets in the United States; measuring and estimating radio audiences of network radio programs
and commercials; providing software used for accessing and analyzing the Companys media audience
and marketing information data; and providing consumer, shopping, and media usage information
services.
Trust Agreement
Under the terms of a trust agreement between T. Rowe Price Trust Company, (the Trustee) and the
Company, the Trustee holds, manages and invests contributions to the Plan and income therefrom in
funds selected by the Companys Retirement Committee to the extent directed by participants in the
Plan.
Contributions
For the periods ended December 31, 2010, and 2009, participants could contribute up to 17% of
eligible earnings, as defined by the Plan, subject to certain limitations. Effective January 1,
2011, there will be no such Plan limitation on the percentage of eligible earnings a participant
can contribute to the Plan, other than those limitations set by the IRC. For both 2010
and 2009, the IRC limited the total salary deferral contributions of any participant to $16,500,
for participants under age 50, and $22,000, for participants age 50 and over.
Companys basic matching contributions for 2010 and 2009 were determined on the basis of 50% of a
participants contributions, up to a maximum of 6% of eligible earnings (3% for participants who
also participated in the Companys defined benefit pension plan), and did not require the
satisfaction of performance criteria. The year-end performance-based matching contribution is
discretionary, resulted from the achievement of certain Company performance criteria and amounted
to 17.4% and 13.5% of a participants contribution during 2010 and 2009, respectively, up to a
maximum of 6% of eligible compensation (3% for participants who also participated in the Companys
defined benefit pension plan), for participants who were employees at the respective year ends.
6
The Company made basic matching
contributions totaling $1,690,232 and $1,710,064, for the years ended December 31, 2010 and 2009,
respectively. The Company also declared a year-end performance-based matching contribution of
$566,885 and $449,513, for 2010 and 2009, respectively. Contributions to participant accounts,
including both employee and employer contributions, were limited to the lesser of 100% of a
participants compensation or $49,000 for both 2010 and 2009.
Participant Accounts and Vesting
The Trustee maintains an account for each participant, comprised of participant-directed
allocations to each investment fund. Each participants account is credited with the participants
contribution and allocations of any employer contribution and Plan earnings, less withdrawals,
based on the direction of the participant. Participants in the Plan who also participate in the
Companys defined benefit pension plan are immediately vested in their contributions and employer
contributions, plus actual earnings thereon. Participants in the Plan who do not participate in
the Companys defined benefit pension plan are immediately vested in their pretax contributions and
employer basic matching contributions, plus earnings thereon, and generally will vest in
performance-based matching contributions in accordance with years of service as noted in the
following schedule:
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Less than two years |
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0 |
% |
Two years |
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40 |
% |
Three years |
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60 |
% |
Four years |
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80 |
% |
Five or more years |
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100 |
% |
Forfeitures of employer performance-based matching contributions are used to reduce future employer
contributions and can be used to pay expenses of administering the Plan. Forfeitures in the amount
of $34,417 and $56,686 were used during 2010 and 2009, respectively, to reduce the amount of cash
contributed by the Company into the Plan. The amounts of forfeited nonvested accounts not allocated
to participant accounts as of December 31, 2010 and 2009, were $12,225 and $19,411, respectively.
Withdrawals
Participants who are age 59 1/2 or older may make withdrawals from their vested account balance.
Additionally, participants who are employed by the Company may withdraw from their vested account
balance for financial hardship as defined by federal regulations or for total disability.
Participants may also withdraw the portion of their account balances related to rollover
contributions and investment earnings on these contributions. Withdrawals are also permitted
pursuant to a qualified domestic relations order or in the event of termination of employment,
retirement or death. Reservist withdrawals were also allowed for any participant who was called to
active duty after September 11, 2001 and before December 31, 2007.
Non-Discrimination Testing for Employee Contributions
The Plan, as required by the IRC, performs annual tests comparing participant data for highly
compensated participants with data for non-highly compensated participants to ensure that highly
compensated participants are not disproportionately favored under the Plan. If the Plan initially
fails the tests, it will refund the excess contributions in the amount necessary to pass the tests.
Excess contributions in the amounts of $198,957 and $95,388, were refunded to highly compensated
participants to bring the Plan into compliance for the years ended December 31, 2010 and 2009,
respectively. The amount of excess contributions refunded in the subsequent year was recorded as a
liability in the amount of $198,957 and $95,388, as of December 31, 2010, and 2009, respectively.
7
Loans
Participants may borrow up to 50% of their before-tax salary deferral contributions, rollover
contributions, and investment earnings on those contributions. Loans must be in a multiple of
$100, be at least $1,000, and not be more than $50,000 less the amount of the highest loan balance
outstanding during the 12-month period that ends the day before the loan is made. Participants may
not have more than two short-term loans (maturity of five years or less) and one long-term loan
(maturity over five and not to exceed ten years) outstanding. The Plan administrator sets the
interest rate, effective January 1 and July 1, to be charged on all Plan loans made during the
subsequent six-month period and the interest rate is based on the prime interest rate charged by
major national banks. The Plan administrator or a delegate approves each loan, and the Trustee
maintains a loan receivable account for any participant with an outstanding loan. The loans are
secured by the balance in the participants account. Principal and interest are paid generally
through payroll deductions.
Related Party Transactions
The Trustee is a party-in-interest with respect to the Plan since the Trustee manages certain Plan
investments. In the opinion of management of the Company, transactions between the Plan and the
Trustee are exempt from being considered as prohibited transactions under ERISA section 408(b). As
of December 31, 2010 and 2009, the Plans investment in the shares of the Companys common stock
consisted of 53,268 and 62,991 shares, respectively, with a fair market value of $2,211,696 and
$1,475,243, respectively. During the year ended December 31, 2010, the Plan ceased permitting new
employee or employer contribution investments in Arbitron common stock. The Company pays the cost
of maintaining the Plan.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires Plan management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein, and disclosure of any contingent
assets and liabilities at the date of the financial statements. Actual results could differ from
those estimates.
Investment Valuation and Income Recognition
Investments are stated at fair value, which is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. See note 4 for discussion of fair value measurements. Net appreciation includes
the Plans gains and losses on investments bought and sold, as well as held during the year.
Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on
the ex-dividend date. Interest is recognized when earned.
Participant Loans
Participant loans are measured at their unpaid principal balance plus any accrued but unpaid
interest. Delinquent loans are reclassified as distribution based upon the terms of the Plan
agreement.
8
Payment of Benefits
Benefits are recorded when paid.
Costs and Expenses
The Company pays costs and expenses of maintaining the Plan. Administrative costs paid by
participants consist of participant loan origination fees and redemption fees, which are deducted
directly from the individual participants account.
3. Investments
The following table summarizes the Plans investments that represent 5% or more of the net Plan
assets available for benefits as of December 31, 2010 and 2009:
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As of December 31, |
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2010 |
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2009 |
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T. Rowe Price Trust Company Mutual Funds: |
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Summit Cash Reserves Fund |
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$ |
12,637,671 |
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$ |
12,697,205 |
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Capital Appreciation Fund |
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9,002,668 |
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7,663,834 |
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Equity Income Fund |
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8,695,728 |
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7,699,605 |
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Small-Cap Value Fund |
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8,174,174 |
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6,423,452 |
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New Horizons Fund |
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8,149,162 |
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6,147,181 |
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Equity Index 500 Fund |
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6,685,822 |
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5,429,813 |
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New Income Fund |
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5,634,665 |
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4,842,755 |
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Balanced Fund |
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5,150,068 |
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4,197,063 |
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International Stock Fund |
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4,453,559 |
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4,229,183 |
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International Discovery Fund |
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4,449,084 |
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N/A |
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Other Mutual Funds: |
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Janus Growth and Income Fund |
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4,283,757 |
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N/A |
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The Plans investments (including gains and losses on investments bought and sold, as well as held
during the period) appreciated in value as follows:
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2010 |
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2009 |
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Gain on investments |
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Gain on investments |
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Realized |
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Unrealized |
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Net |
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Realized |
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Unrealized |
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Net |
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Mutual funds |
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$ |
359,610 |
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$ |
8,119,714 |
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$ |
8,479,324 |
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$ |
684,766 |
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$ |
12,103,893 |
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$ |
12,788,659 |
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Common stock |
|
|
130,393 |
|
|
|
960,334 |
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|
|
1,090,727 |
|
|
|
137,236 |
|
|
|
572,064 |
|
|
|
709,300 |
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Net appreciation |
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$ |
490,003 |
|
|
$ |
9,080,048 |
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$ |
9,570,051 |
|
|
$ |
822,002 |
|
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$ |
12,675,957 |
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$ |
13,497,959 |
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9
4. Fair Value Measurements
The accounting guidance for fair value measurement establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The
three levels of the fair value hierarchy are described below:
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Level 1 |
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Inputs to the valuation methodology are unadjusted quoted prices
for identical assets or liabilities in active markets that the
Plan has the ability to access. |
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Level 2 |
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Inputs to the valuation methodology include: |
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Quoted prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive markets; |
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Inputs other than quoted prices that are observable for the asset or liability; |
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Inputs that are derived principally from or corroborated by observable market
data by correlation or other means. |
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If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for
substantially the full term of the asset or liability. |
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Level 3 |
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
The following is a description of the valuation methodologies used for assets measured at fair
value.
Arbitron common stock: Investments in the Companys common stock are valued at unadjusted quoted
prices published in the Consolidated Transaction Reporting System of the New York Stock Exchange.
Mutual funds: Investments in mutual funds are valued using daily net asset value calculations
performed by the funds for shares held by the Plan at year end. These unadjusted prices are quoted
in active markets.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
10
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2010 and 2009:
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December 31, 2010 |
|
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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|
|
|
Arbitron common stock |
|
$ |
2,211,696 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,211,696 |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Stock funds |
|
|
52,115,630 |
|
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|
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|
|
|
|
|
|
|
52,115,630 |
|
Balanced funds |
|
|
9,433,825 |
|
|
|
|
|
|
|
|
|
|
|
9,433,825 |
|
Bond fund |
|
|
5,634,665 |
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|
|
|
|
|
|
|
|
|
|
5,634,665 |
|
Money market fund |
|
|
12,637,671 |
|
|
|
|
|
|
|
|
|
|
|
12,637,671 |
|
|
|
|
Total assets at fair value |
|
$ |
82,033,487 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
82,033,487 |
|
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|
|
|
|
|
December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
Arbitron common stock |
|
$ |
1,475,243 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,475,243 |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock funds |
|
|
42,927,443 |
|
|
|
|
|
|
|
|
|
|
|
42,927,443 |
|
Balanced funds |
|
|
7,750,040 |
|
|
|
|
|
|
|
|
|
|
|
7,750,040 |
|
Bond fund |
|
|
4,842,755 |
|
|
|
|
|
|
|
|
|
|
|
4,842,755 |
|
Money market fund |
|
|
12,697,205 |
|
|
|
|
|
|
|
|
|
|
|
12,697,205 |
|
|
|
|
Total assets at fair value |
|
$ |
69,692,686 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
69,692,686 |
|
|
|
|
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Any unallocated net assets of the Plan shall be allocated to participant accounts and distributed
in such manner as the Company may determine.
6. Income Tax Status
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated
October 20, 2009, that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code.
7. Risks and Uncertainties
The Plans investments are exposed to certain risks such as interest rate, credit and overall
market volatility. Due to the level of risk associated with certain investment securities, changes
in the value of investment securities could occur in the near term, and these changes could
materially and adversely affect the amounts reported in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits.
11
8. Reconciliation of Financial Statements to Form 5500
The amount, if any, allocated to participants for benefit claims that were elected for payment
prior to year end, but not yet paid as of that date are recorded as a liability on the Form 5500,
but not the financial statements. There were no such claims elected by participants prior to the
years ended December 31, 2010 or 2009, but not yet paid as of those dates.
The following is a reconciliation of participant contributions per the
financial statements for the years ended December 31, 2010, and 2009, to the
Form 5500:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Participant contributions per the financial statements |
|
$ |
5,453,992 |
|
|
$ |
5,643,772 |
|
Excess contribution refunds disclosed separately on
Form 5500 |
|
|
199,394 |
|
|
|
103,341 |
|
|
|
|
|
|
|
|
Participant contributions per the Form 5500 |
|
$ |
5,653,386 |
|
|
$ |
5,747,113 |
|
|
|
|
|
|
|
|
12
ARBITRON 401(k) PLAN
Schedule H, Line 4i, Schedule of Assets (Held at End of Year)
December 31, 2010
|
|
|
|
|
Identity of Issue and Investment Description
|
|
Current Value |
|
Common stock: |
|
|
|
|
Arbitron Inc.* (53,268 shares)
|
|
$ |
2,211,696 |
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price* mutual funds: |
|
|
|
|
Summit Cash Reserves Fund (12,637,671 shares)
|
|
|
12,637,671 |
|
Capital Appreciation Fund (443,263 shares)
|
|
|
9,002,668 |
|
Equity Income Fund (367,063 shares)
|
|
|
8,695,728 |
|
Small-Cap Value Fund (226,243 shares)
|
|
|
8,174,174 |
|
New Horizons Fund (243,331 shares)
|
|
|
8,149,162 |
|
Equity Index 500 Fund (197,455 shares)
|
|
|
6,685,822 |
|
New Income Fund (593,748 shares)
|
|
|
5,634,665 |
|
Balanced Fund (266,843 shares)
|
|
|
5,150,068 |
|
International Stock Fund (312,970 shares)
|
|
|
4,453,559 |
|
International Discovery Fund (101,346 shares)
|
|
|
4,449,084 |
|
Science and Technology Fund (93,417 shares)
|
|
|
2,505,433 |
|
|
|
|
|
|
|
|
|
75,538,034 |
|
|
|
|
|
|
Other mutual funds: |
|
|
|
|
Janus Growth and Income Fund (140,175 shares)
|
|
|
4,283,757 |
|
|
|
|
|
|
Participant loans * (No. of loans = 250) |
|
|
|
|
with interest rates ranging from 3.25% to 9.25%
|
|
|
1,474,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
83,508,238 |
|
|
|
|
|
|
See the accompanying report of the independent registered public accounting firm.
13
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
ARBITRON 401(k) PLAN
|
|
|
By: |
/s/ RICHARD J. SURRATT
|
|
|
|
Richard J. Surratt |
|
|
|
Executive Vice President of Finance and Planning
and Chief Financial Officer of Arbitron Inc.,
Chairman of the Retirement Committee of the
Arbitron 401(k) Plan |
|
|
|
|
|
|
Date: June 28, 2011 |
|
14