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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT
TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2010.
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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 0-13163
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Acxiom Corporation
Retirement Savings Plan
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Acxiom Corporation
601 E. Third Street
Little Rock, AR 72201
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009
(With Report of Independent Registered Public Accounting Firm Thereon)
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ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Table of Contents
Page
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Report of Independent Registered Public Accounting Firm |
1
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Statements of Net Assets Available for Benefits – December 31, 2010 and 2009 |
2
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Statement of Changes in Net Assets Available for Benefits – Year ended December 31, 2010 |
3
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Notes to Financial Statements |
4
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Supplemental Schedule
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2010 |
14
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Report of Independent Registered Public Accounting Firm
The Plan Administrator
Acxiom Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Acxiom Corporation Retirement Savings Plan (the Plan) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s 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 Acxiom Corporation Retirement Savings Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010, 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 H, line 4i – 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.
KPMG LLP
Dallas, Texas
June 27, 2011
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ACXIOM CORPORATION
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RETIREMENT SAVINGS PLAN
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Statements of Net Assets Available for Benefits
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December 31, 2010 and 2009
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2010
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2009
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Assets:
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Noninterest-bearing cash
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$ | 20,163 | 686 | |||||
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Investments, at fair value:
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Acxiom Corporation common stock
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50,862,676 | 44,496,210 | ||||||
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Participant brokerage accounts
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3,118,673 | 2,504,455 | ||||||
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Mutual funds
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250,305,612 | 209,770,368 | ||||||
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Common collective trust funds
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37,682,212 | 33,620,951 | ||||||
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Total investments at fair value
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341,969,173 | 290,391,984 | ||||||
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Notes receivable from participants
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7,025,643 | 5,892,430 | ||||||
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Net assets available for benefits before adjustment
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349,014,979 | 296,285,100 | ||||||
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Adjustment from fair value to contract value for fully
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benefit-responsive investment contracts
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(1,088,782 | ) | (810,423 | ) | ||||
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Net assets available for benefits
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$ | 347,926,197 | 295,474,677 |
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See accompanying notes to financial statements.
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2
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ACXIOM CORPORATION
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RETIREMENT SAVINGS PLAN
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Statement of Changes in Net Assets Available for Benefits
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Year ended December 31, 2010
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Investment income:
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Dividends
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$ | 6,416,021 | ||
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Interest
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354,900 | |||
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Net appreciation in fair value of investments
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45,554,849 | |||
| 52,325,770 | ||||
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Contributions:
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Participants
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16,888,420 | |||
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Employer
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2,383,806 | |||
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Rollovers
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667,168 | |||
| 19,939,394 | ||||
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Deductions from net assets attributed to:
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Benefits paid to participants and beneficiaries
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19,689,033 | |||
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Plan expenses
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124,611 | |||
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Total deductions
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19,813,644 | |||
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Net increase in net assets available for benefits
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52,451,520 | |||
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Net assets available for benefits, beginning of year
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295,474,677 | |||
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Net assets available for benefits, end of year
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$ | 347,926,197 | ||
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See accompanying notes to financial statements.
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3
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(1)
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Plan Description
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The following description of the Acxiom Corporation Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement (the Agreement) for a more complete description of the Plan’s provisions.
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(a)
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General
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The Plan is a defined contribution plan covering substantially all employees of Acxiom Corporation and its domestic subsidiaries (Acxiom, the Company, or the Employer). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Investment Committee, as appointed by the board of directors, is the administrator for the Plan.
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(b)
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Participation
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Employees of the Company may participate in the Plan upon commencement of employment, except for those employees, if any, who already receive retirement benefits in connection with a collective bargaining agreement, certain nonresident employees, and leased employees.
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(c)
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Contributions
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The Plan includes a 401(k) provision whereby each nonhighly compensated participant may defer up to 30% of annual compensation, not to exceed limits determined under Section 415(c) of the Internal Revenue Code (IRC). Deferrals for highly compensated participants are limited to meet nondiscrimination requirements of the IRC and are currently limited to 6% of annual compensation.
The Plan provided a discretionary matching contribution of 50% of deferrals for deferrals up to 6% (maximum matching contribution of 3%) through June 30, 2009. Effective July 1, 2009, the discretionary matching contribution was reduced to 0%. Effective April 1, 2010, the discretionary matching contribution was reinstated at 25% of deferrals up to 6%. Effective October 1, 2010, the discretionary matching contribution was reinstated in full, such that the total amount of the match was 50% of deferrals for deferrals up to 6%.
Participant contributions to the Plan are invested as directed by participants into various investment options. The Company’s matching contributions are made with Acxiom common stock and are recorded based on the fair value of the common stock at the date contributed. During the years ended December 31, 2010 and 2009, the Company contributed 186,070 and 428,058 shares, respectively, of Acxiom common stock. Immediately upon deposit into the Plan, the match shares are 100% diversifiable, at the election of the participant, among the other investment options with the Plan.
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(d)
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Participant Accounts
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Each participant’s account is credited with the participant’s contribution, rollovers, if any, the Company’s matching contribution, and discretionary contributions, if any, and is adjusted for investment income/losses and expenses. Allocations of income/losses and expenses are made according to formulas specified in the Agreement based on participant compensation or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
4
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(e)
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Notes Receivable from Participants
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Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, less the highest outstanding balance in the previous 12 months or 50% of their vested account balance. Loans are repayable through payroll deductions ranging up to five years unless the loan is for the purchase of a primary residence, in which case the loan can be repaid over ten years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate in effect at the date of the loan plus 1.0%. The interest rates on outstanding participant loans at December 31, 2010 and 2009 range from 4.25% to 10.5%, with maturity dates ranging from January 2011 to October 2020.
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(f)
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Vesting
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Participants are immediately vested in their voluntary contributions, rollovers, if any, and the earnings thereon. Participants are vested in the remainder of their accounts based on years of service, whereby partial vesting occurs in 20% increments beginning after two years of service until participants become fully vested after six years of service. If applicable, nonvested portions of company contributions are forfeited as of an employee’s termination date and are used to reduce future company matching contributions or to pay plan expenses.
At December 31, 2010 and 2009, forfeited nonvested accounts totaled $14,131 and $240,936, respectively. These accounts will be used to reduce future employer contributions. During 2010, $422,221 of participants’ accounts were forfeited, and employer contributions were reduced by $708,246 from forfeited nonvested accounts. During 2010, the forfeiture account balance was increased by $59,220 on the fair market value of the investments held in the account.
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(g)
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Investment Options
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Upon enrollment in the Plan, a participant may direct employee contributions in any of 29 mutual funds, two common collective trust funds, or the Acxiom common stock fund. In addition, participants have the option to open a self-directed brokerage account with T. Rowe Price in order to invest in numerous other stocks, bonds, and mutual funds.
The Plan’s investment in the T. Rowe Price Stable Value Fund (the Fund), a common trust fund, holds substantial investments in guaranteed investment contracts, bank investment contracts, and synthetic investment contracts. The value of the Fund reflects the value of the underlying contracts, which consist of changes in principal value, reinvested dividends and capital gains distributions, and approximate fair market value. The stated interest rates of the contracts vary and the average yield for the years ended December 31, 2010 and 2009 were 4.02% and 4.62% after expenses.
The Plan’s investment in the T. Rowe Price Equity Index Trust (the Trust), a common trust fund, holds substantial investments in common stocks of companies that comprise the S&P Index. The returns from the investments vary and the average yield for the years ended December 31, 2010 and 2009 were 15.14% and 26.8% after expenses.
5
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(h)
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Benefits Paid to Participants and Beneficiaries
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Benefits paid upon retirement, death, or disability are made in the form of a lump-sum payment of cash or common stock of the Company. If a participant receives benefits prior to retirement, death, or disability, the benefits paid from the participant’s Employer contribution account shall not exceed the participant’s vested balance therein.
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(2)
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Summary of Significant Accounting Policies
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(a)
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Basis of Accounting
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The financial statements of the Plan are prepared under the accrual method of accounting.
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
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(b)
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New Accounting Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, which amended Accounting Standard Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820), as it relates to certain disclosures of fair value measurements. This amendment requires, among other things (a) disclosure of the sensitivity of an entity’s fair value measurements using Level 3 inputs to changes in such inputs, (b) a reconciliation of changes in such fair value measurements, and (c) disclosure of transfers between fair value measurements using Levels 1 and 2 inputs, if any. The Plan adopted this amendment on January 1, 2010 and its adoption did not have a material effect on the Plan’s financial statements.
In September 2010, the FASB issued ASU No. 2010-25, which amended ASC Topic 962, Plan Accounting-Defined Contribution Pension Plans (ASC 962), as it relates to the presentation of loans to participants. This amendment requires that loans to participants be shown as notes receivables from participants in the statement of net assets available for benefits. This amendment is effective retrospectively to all prior periods presented for the first annual reporting period beginning after December 15, 2010. Early application is permitted. The Plan adopted this amendment in the plan year ended December 31, 2010.
6
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(c)
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Fair Value Measurements
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The Plan applies the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure about assets and liabilities measured at fair value. Specifically, ASC 820:
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Defines fair value as 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, and establishes a framework for measuring fair value;
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·
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Establishes a three level hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and lowest priority to unobservable inputs (Level 3); and
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·
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Expands disclosures about instruments measured at fair value.
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The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. These are inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The following tables present a summary of the Plan’s investment assets and liabilities measured at fair value as of December 31, 2010 and 2009:
8
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
Following is a description of the valuation methodologies used for assets measured at fair value. See also note 2(d) for more information.
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(a)
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Common stock: Valued at the closing price reported in the active market in which the individual securities are traded.
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(b)
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Common and collective trusts; mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year-end.
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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 as of the reporting date.
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RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(d)
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Investment Valuation and Income Recognition
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The Plan’s investments in mutual funds, Acxiom common stock, and participant brokerage accounts are stated at fair value, based upon quoted market prices. Investments in common collective trust are valued based on their net asset value as determined by the Trustee, based on the fair value of the underlying assets. Investment contracts held by a defined contribution plan are required to be recorded at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan’s T. Rowe Price Stable Value Common Trust Fund invests in investment contracts. The statement of net assets available for benefits presents the fair value of the investments in the collective trust as well as the adjustment of the investments in the collective trust from fair value to contract value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on contract-value basis.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded as earned. Net appreciation/depreciation in fair value of investments represents realized gains (losses) on investments sold and unrealized appreciation (depreciation) on investments held at year-end.
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(e)
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Notes Receivable from Participants
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Participant notes receivable are stated at amortized cost, which represents the unpaid principal balance plus accrued interest.
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(f)
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Use of Estimates
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The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
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(g)
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Payment of Benefits
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Benefits are recorded when paid.
10
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(3)
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Investments
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The fair value of individual investments representing 5% or more of net assets available for benefits as of December 31 is as follows:
The Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
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(4)
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Plan Administration
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The Plan is administered by the Company. T. Rowe Price Trust Company (T. Rowe Price) is the recordkeeper and trustee of the Plan.
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ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(5)
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Tax Status
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The Internal Revenue Service has determined and informed the Company in a letter dated November 24, 2009, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
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(6)
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Related Party Transactions
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Certain investments represent mutual funds managed by T. Rowe Price, the trustee. In addition, non interest-bearing cash of $20,163 at December 31, 2010, is held by T. Rowe Price. Accordingly, these transactions qualify as related party transactions. Other related party transactions involve the common stock of the Company and notes receivable from participants. During 2010 and 2009, total fees paid to related parties were $124,611 and $124,342, respectively.
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(7)
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Reconciliation of Financial Statements to Form 5500
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The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2010 and 2009 to the Form 5500:
The following is a reconciliation of investment income per the financial statements to the Form 5500:
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(8)
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Plan Termination
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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. Upon complete discontinuance of contributions, termination, or partial termination of the Plan, participants will become 100% vested in their accounts. Upon full termination of the Plan, the value of such accounts shall be distributed as provided in the Plan.
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ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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(9)
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Risks and Uncertainties
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The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits.
Recent market conditions have resulted in a high degree of volatility and increased the risks and short-term liquidity associated with certain investments held by the Plan, which could impact the value of investments after the date of these financial statements. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements.
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ACXIOM CORPORATION
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RETIREMENT SAVINGS PLAN
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
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December 31, 2010
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Identity of issuer, borrower,
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Fair
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lessor, or similar party
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Description
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Shares
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value
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Acxiom Corporation
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Common stock
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2,965,754 | $ | 50,862,676 | |||||||
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Participant Brokerage Accounts
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Tradelink Investments
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3,118,673 | 3,118,673 | |||||||||
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T. Rowe Price
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Mutual funds:
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PIMCO Total Return Instl.
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775,268 | 8,411,654 | ||||||||||
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American Funds Growth Fund of America – R5
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353,314 | 10,737,227 | ||||||||||
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Prime Reserve Fund
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162 | 162 | ||||||||||
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Retirement Income Fund
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46,966 | 615,727 | ||||||||||
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Retirement 2005 Fund
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30,808 | 349,362 | ||||||||||
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Retirement 2010 Fund
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93,822 | 1,439,231 | ||||||||||
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Retirement 2015 Fund
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210,376 | 2,501,368 | ||||||||||
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Retirement 2020 Fund
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424,664 | 6,981,472 | ||||||||||
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Retirement 2025 Fund
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559,315 | 6,734,147 | ||||||||||
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Retirement 2030 Fund
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562,133 | 9,713,657 | ||||||||||
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Retirement 2035 Fund
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484,638 | 5,927,119 | ||||||||||
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Retirement 2040 Fund
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496,850 | 8,655,134 | ||||||||||
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Retirement 2045 Fund
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70,826 | 822,289 | ||||||||||
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Retirement 2050 Fund
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46,277 | 450,743 | ||||||||||
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Retirement 2055 Fund
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23,363 | 224,983 | ||||||||||
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BlackRock Global Allocation, I
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18,347 | 357,767 | ||||||||||
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Harbor International Fund
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5,938 | 359,553 | ||||||||||
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Ivy Asset Strategy Class I
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16,499 | 406,030 | ||||||||||
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American Funds Europacific Growth – R5
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486,410 | 20,093,578 | ||||||||||
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J P Morgan Mid-Cap Value Instl.
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247,212 | 5,802,056 | ||||||||||
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Growth Stock Fund
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768,921 | 24,720,797 | ||||||||||
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Eagle Small Cap Growth R5
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96,694 | 3,752,692 | ||||||||||
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New Horizons Fund
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266,552 | 8,926,840 | ||||||||||
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Small-Cap Value Fund
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600,080 | 21,680,877 | ||||||||||
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Mid-Cap Growth Fund
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552,545 | 32,340,474 | ||||||||||
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Balanced Fund
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1,193,884 | 23,041,970 | ||||||||||
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Equity Income Fund
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1,075,443 | 25,477,233 | ||||||||||
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Spectrum Income Fund
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870,112 | 10,754,581 | ||||||||||
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Spectrum Growth Fund
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509,994 | 9,026,889 | ||||||||||
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Total mutual funds
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250,305,612 | |||||||||||
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Common collective trust funds:
|
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| * |
T. Rowe Price
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Stable Value Fund – Sch A
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29,034,492 | 30,123,274 | ||||||||
| * |
T. Rowe Price
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Equity Index Trust
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189,305 | 7,558,938 | ||||||||
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Total common collective trust funds
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37,682,212 | |||||||||||
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*
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Participant notes receivable, interest rates range from 4.25% – 10.50%
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and maturities of January 2011 to October 2020
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7,025,643 | |||||||||||
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Noninterest-bearing cash | 20,163 | ||||||||||
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Total investments
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$ | 349,014,979 | ||||||||||
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Historical cost information is not presented on this schedule, as all investments are participant directed.
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| * |
Indicates a party in interest to the Plan.
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See accompanying report of independent registered public accounting firm.
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14
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Acxiom Corporation has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
Acxiom Corporation
As Sponsor and Administrator of the
Acxiom Corporation Retirement Savings Plan
Date: June 27, 2011 By: /s/ Art G. Kellam
Art G. Kellam
Vice President - Finance and Corporate Controller
15