ARB Arbitron Inc.

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1, filed by Arbitron Inc., a Delaware corporation (the “Registrant”), relates to Registration Statement 333-85492 filed by the Registrant with the Securities and Exchange Commission on April 3, 2002 registering 1,000,000 shares of common stock, par value $0.50 per share (“Common Stock”), of the Registrant relating to the Arbitron Inc. 2001 Broad Based Stock Incentive Plan (the “Registration Statement”) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).

Effective as of September 30, 2013 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated December 17, 2012, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of January 25, 2013, by and among Nielsen Holdings N.V., a company organized and existing under the laws of the Netherlands (“Parent”), TNC Sub I Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the continuing corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.