Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
||||
Yes [X]
|
No [ ]
|
|||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
|
||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
||||
Large accelerated filer [X]
|
Accelerated filer [ ]
|
|||
Non-accelerated filer [ ]
|
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 [X]
|
|||
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s Common Stock, $.10 par value per share, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported on the NASDAQ Global Select Market was approximately $898,724,507. (For purposes of determination of the above stated amount only, all directors, executive officers and 10% or more shareholders of the registrant are presumed to be affiliates.)
|
||||
The number of shares of Common Stock, $.10 par value per share, outstanding as of May 23, 2013, was 73,913,373.
|
4
|
||
Part I
|
||
4
|
||
6
|
||
14
|
||
22
|
||
22
|
||
24
|
||
24
|
||
Part II
|
||
25
|
||
27
|
||
27
|
||
27
|
||
28
|
||
28
|
||
28
|
||
28
|
||
Part III
|
||
28
|
||
29
|
||
29
|
||
30
|
||
30
|
||
Part IV
|
||
30
|
||
34
|
||
F-1 – F-59
|
·
|
management’s expectations about the macro economy;
|
·
|
statements containing a projection of revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;
|
·
|
statements of the plans and objectives of management for future operations, including, but not limited to, those statements contained under the heading “Acxiom’s Growth Strategy” in Part I, Item 1 of this Annual Report on Form 10-K;
|
·
|
statements of future economic performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report on Form 10-K;
|
·
|
statements containing any assumptions underlying or relating to any of the above statements; and
|
·
|
statements containing a projection or estimate.
|
·
|
the risk factors described in Part I, “Item 1A. Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the SEC;
|
·
|
the possibility that in the event a change of control of the Company is sought that certain clients may attempt to invoke provisions in their contracts resulting in a decline in revenue and profit;
|
·
|
the possibility that the integration of acquired businesses may not be as successful as planned;
|
·
|
the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;
|
·
|
the possibility that sales cycles may lengthen;
|
·
|
the possibility that we will not be able to properly motivate our sales force or other associates;
|
·
|
the possibility that we may not be able to attract and retain qualified technical and leadership associates, or that we may lose key associates to other organizations;
|
·
|
the possibility that we may be unable to quickly and seamlessly integrate our new executive officers;
|
·
|
the possibility that we will not be able to continue to receive credit upon satisfactory terms and conditions;
|
·
|
the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
|
·
|
the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
|
·
|
the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
|
·
|
the possibility that there will be changes in the legislative, accounting, regulatory and consumer environments affecting our business, including but not limited to litigation, legislation, regulations and customs relating to our ability to collect, manage, aggregate and use data;
|
·
|
the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services;
|
·
|
the possibility that we may enter into short-term contracts which would affect the predictability of our revenues;
|
·
|
the possibility that the amount of ad hoc, volume-based and project work will not be as expected;
|
·
|
the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources;
|
·
|
the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
|
·
|
the possibility that our clients may cancel or modify their agreements with us;
|
·
|
the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue;
|
·
|
the possibility that we experience processing errors which result in credits to customers, re-performance of services or payment of damages to customers; and
|
·
|
general and global negative economic conditions.
|
·
|
Marketing and data services
is our largest business segment. In this business, we help our clients: connect and analyze online, offline, customer and partner data to help organizations better
know
their customers; connect and personalize customer experiences – across channels and partners, and over time – to help organizations better
engage
their customers; and connect partners via a “safe haven” (a privacy-compliant environment that allows advertisers and partners to responsibly shield sensitive information across multiple media channels) and create software to help organizations
optimize
customer value. This focus is grounded in our belief that better connections enable marketing that is more effective, drives greater customer value and improves margins. The range of capabilities we provide includes: data sourcing; data activation via analytics, integration and enhancement; the building and managing of customer marketing databases; partner integration; and the application of insights to the range of business applications that our clients’ value. Our offerings span technology, applications and tools, analytics and consulting.
|
·
|
Our
IT Infrastructure management
segment provides mainframe, server hosting and cloud computing services. We have unique experience hosting complex, processing-intensive database environments and maintaining a highly secure IT environment.
|
·
|
The
Other services
segment includes e-mail fulfillment – the execution of e-mail campaigns for our clients; our risk business – providing solutions that assist clients in predicting and managing risk (predominantly in the U.S.); and our U.K. fulfillment business – providing outsourced call-center operations.
|
·
|
Big
Data Challenges
– Organizations
will likely continue to struggle with the management, activation and retrieval of data across customer engagement channels. Managing increasing data volume, velocity, veracity and variety is affecting all parts of the business world.
|
·
|
Analytical & Consumer Insight Needs
– In addition to managing the data, we believe organizations will be challenged by an increasing demand for business intelligence requiring marketers and business analysts to transform huge stores of structured and unstructured data into insight for operational decision making.
|
·
|
Consumer Driven Engagement Model
– Consumer empowerment is changing the way marketers engage and disrupting entire business and industry models. Technologies enable individuals to better choose, receive and reject information across all channels of communication, from search engines to blogs to social networking and addressable TV.
|
·
|
Global
– While the highest absolute advertising spend is in the U.S., we see higher projected growth rates in advertising spend in four other top ten markets.
|
·
|
Partner Ecosystems
– The classic agency interaction and media buying models are long gone. Collaboration across the lines of online and offline data, media options, insight, real-time decisioning, recognition, consumer autonomy and privacy – done in a cohesive, efficient fashion – is a necessity for many businesses.
|
·
|
Privacy & Compliance
– Diligence in the areas of consumer privacy and security is and will continue to be paramount. Threats are increasing, and new demands are coming from government agencies and consumer advocacy groups across the world. These factors increase the liability every company faces when managing consumer data, thus driving the demand for data, insight and recognition services.
|
1.
|
Delivering Innovation
– We are investing in products innovation that enables one-to-one marketing at scale with privacy compliance. In response to what we view as the market’s needs, we are investing in, (a) improving the quality and usability of data, (b) transforming data into insights, and (c) an “Audience Operating System,” which connects data, experiences and partners. We believe these innovations are meaningful both to existing and new clients and partners.
|
2.
|
Enabling Great Results For Our Clients
– We are committed to continuous improvement in client relationship-building, strong execution, and creating a steady stream of ideas that advance our clients’ business.
|
3.
|
Building a Better Business
– We are focused on operational excellence by improving tools, processes and resource allocation. We are reinventing our culture around “PACT” – Passion, Accountability, Creativity and Teamwork – in order to achieve a high performance organization.
|
4.
|
Assessing Our Business Through a Portfolio Approach
– We intend to continue to make our business segments operationally independent to further our goals of simplicity, efficiency and accountability.
|
·
|
Strong Client Relationships
– We have relationships with 47 of the Fortune 100 companies and the business-to-consumer marketing leaders in key industries, including financial services, retail, telecommunications, media, insurance, health care, automotive, technology, and travel and entertainment.
|
·
|
Security and Privacy
– As noted above, we utilize a “safe haven,” a privacy-compliant environment that allows advertisers and partners to responsibly shield sensitive information across multiple media channels. We have expertise in unifying datasets to connect the online and offline world and facilitate sharing between trusted partners in ways that protect consumers and form seamless bridges between traditional channels/media and constantly evolving new ones. We created a Chief Privacy Officer role in 1991, focused on the protection and responsible use of consumer data.
|
·
|
Expertise in Big Data
– We are currently maintaining approximately 15,000 databases for 7,000 clients around the world, executing more than 1 trillion global data transactions per week.
|
·
|
Breadth and Depth of Privacy-Compliant Consumer Data
– For over 40 years, Acxiom has been an innovator in every important source and use of data for marketing. We know data’s intricacies and how to responsibly leverage them.
|
·
|
Data and Insight
|
o
|
Multi-sourced insight into approximately 700 million consumers worldwide
|
o
|
Over 3,000 propensities for nearly every U.S. consumer
|
·
|
Partner and Consumer Connections
|
o
|
Can responsibly reach nearly 1 billion addresses across a wide range of media and partners
|
o
|
Have adopted a channel and media neutral model focused on utilizing a broad array of data – client data, partner data and external data – to help our clients solve for customer value
|
·
|
Enterprise Data Management, Data Quality and Recognition
|
o
|
Manage over 15,000 databases and process roughly 13 trillion transactions per quarter for clients
|
o
|
Manage over 2.5 billion customer relationships and maintain over 3.7 billion prospect records for our clients
|
o
|
Perform nearly 11 trillion consumer record updates per year (including updates to an estimated 25 trillion individual fields or elements within those records)
|
·
|
Strategy, Analytics and Cross-Channel Enablement
|
o
|
Perform due diligence on all external sources of data which includes data from hundreds of offline sources and data from thousands of websites per year
|
o
|
Execute over 800 strategy and analytics projects per year
|
·
|
Longer sales cycles for our solutions due to the nature of that technology as an enterprise-wide solution;
|
·
|
The introduction of competent, competitive products or technologies by other companies;
|
·
|
Changes in the marketing mix away from direct mail and toward alternate channels such as online advertising which, if we fail to address with sales of new offerings, could result in lower revenues and profit margins;
|
·
|
The ability to protect our proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; and
|
·
|
The impact of changing legislative, judicial, accounting, regulatory, cultural and consumer environments in the geographies where our products and services are deployed.
|
·
|
disruption of our ongoing business
|
·
|
reductions of our revenues or earnings per share
|
·
|
unanticipated liabilities, legal risks and costs
|
·
|
the potential loss of key personnel
|
·
|
distraction of management from our ongoing business
|
·
|
impairment of relationships with employees and clients as a result of migrating a business to new owners.
|
Location
|
Held
|
Use
|
Business Segment
|
United States:
|
|||
Conway, Arkansas
|
Eleven facilities held in fee
|
Data center; office space
|
Marketing and Data Services, IT Infrastructure Management, and Other Services
|
Little Rock, Arkansas
|
Two buildings held in fee
|
Principal executive offices; office space; data center
|
Marketing and Data Services, IT Infrastructure Management, and Other Services
|
Foster City, California
|
Lease
|
Office space
|
Marketing and Data Services, Other Services
|
Downers Grove, Illinois
|
Lease
|
Data center; office space
|
Marketing and Data Services, IT Infrastructure Management
|
Southfield, Michigan
|
Lease
|
Office space
|
IT Infrastructure Management
|
Shoreview, Minnesota
|
Lease
|
Office space
|
IT Infrastructure Management
|
New York, New York
|
Lease
|
Office space
|
Marketing and Data Services, IT Infrastructure Management, and Other Services
|
Memphis, Tennessee |
Lease
|
Office space
|
Marketing and Data
Services
|
Nashville, Tennessee
|
Lease
|
Office space
|
Marketing and Data
Services
|
Location
|
Held
|
Use
|
Business Segment
|
Europe:
|
|||
London, England
|
Lease
|
Office space
|
Marketing and Data Services
|
Normanton, England
|
Lease
|
Data center; office space
|
Marketing and Data Services
|
Sunderland, England
|
Two leased
offices
|
Data center; fulfillment service center; office space; warehouse space
|
Marketing and Data Services; Other Services
|
Paris, France
|
Lease
|
Data center; office space
|
Marketing and Data Services
|
Frankfurt, Germany
|
Lease
|
Office space
|
Marketing and Data Services
|
Munich, Germany
|
Lease
|
Office space
|
Marketing and Data Services
|
Gdansk, Poland
|
Lease
|
Office space
|
Marketing and Data Services
|
Warsaw, Poland
|
Lease
|
Office space
|
Marketing and Data Services
|
Australia:
|
|||
Sydney, Australia
|
Lease
|
Office space
|
Marketing and Data Services
|
China:
|
|||
Shanghai, China
|
Lease
|
Office space
|
Marketing and Data Services
|
Nantong, China
|
Lease
|
Data center; office space
|
Marketing and Data Services
|
Porto Alegre, Brazil
|
Lease
|
Office space
|
Marketing and Data Services
|
Fiscal 2013
|
High
|
Low
|
||||||
Fourth Quarter
|
$ 20.46 | $ 16.43 | ||||||
Third Quarter
|
18.98 | 16.18 | ||||||
Second Quarter
|
18.99 | 15.13 | ||||||
First Quarter
|
15.14 | 12.66 |
Fiscal 2012
|
High
|
Low
|
||||||
Fourth Quarter
|
$ 14.92 | $ 12.04 | ||||||
Third Quarter
|
14.33 | 9.30 | ||||||
Second Quarter
|
14.37 | 8.94 | ||||||
First Quarter
|
15.40 | 11.70 |
3/08
|
3/09
|
3/10
|
3/11
|
3/12
|
3/13
|
||
Acxiom Corporation
|
$100.00
|
$62.88
|
$152.43
|
$121.93
|
$124.73
|
$173.33
|
|
NASDAQ Composite
|
100.00
|
67.15
|
105.94
|
124.71
|
139.71
|
150.83
|
|
NASDAQ Computer & Data Processing
|
100.00
|
72.40
|
112.48
|
128.69
|
139.45
|
145.22
|
Period
|
Total Number
of Shares Purchased
|
Average Price Paid
Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the
Plans or Programs
|
|||||
1/1/13 – 1/31/13
|
0
|
n/a
|
0
|
$ 69,108,980
|
|||||
2/1/13 – 2/28/13
|
264,348
|
$17.94
|
264,348
|
64,365,955
|
|||||
3/1/13 – 3/31/13
|
229,604
|
18.64
|
229,604
|
60,086,067
|
|||||
Total
|
493,952
|
18.27
|
493,952
|
$ 60,086,067
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
||
(a)
|
(b)
|
(c)
|
|||
Equity compensation plans approved by shareholders
|
7,972,142
1
|
$21.05
|
4,194,017
3
|
||
Equity compensation plans not approved by shareholders
|
221,106
2
|
13.74
|
47,500
|
||
Total
|
8,193,248
|
$20.85
|
4,241,517
|
||
1
|
This figure represents stock options issued under shareholder-approved stock option plans, of which 16,859 options were assumed in connection with our acquisitions of Digital Impact, Inc. in 2006.
|
||||
2
|
Issued pursuant to the Company’s 2011 Nonqualified Equity Compensation Plan described below, which does not require shareholder approval under the exception provided for in NASDAQ Marketplace Rule 5635(c)(4).
|
||||
3
|
This figure includes 1,567,009 shares available for future issuance under the 1983 Plan. On May 23, 2013, the Board terminated the 1983 Plan, effectively reducing the number of shares of common stock available for future issuance under the Company’s stockholder-approved equity compensation plans by 1,567,009 shares.
|
|
1.
Financial Statements.
|
|
2.
Financial Statement Schedules.
|
3.1
|
Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3(i) to Acxiom Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996, Commission File No. 0-13163, and incorporated herein by reference)
|
3.2
|
Amended and Restated Bylaws (previously filed on August 20, 2012, as Exhibit 3(a) to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.1
|
2005 Stock Purchase Plan of Acxiom Corporation (previously filed as Appendix B to Acxiom Corporation’s Proxy Statement dated June 24, 2005, Commission File No. 0-13163, and incorporated herein by reference)
|
10.2
|
Amended and Restated Key Associate Stock Option Plan of Acxiom Corporation (previously filed as Exhibit 10(e) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000, Commission File No. 0-13163, and incorporated herein by reference)
|
10.3
|
2005 Equity Compensation Plan of Acxiom Corporation (formerly known as the Amended and Restated 2000 Associate Stock Option Plan of Acxiom Corporation) (previously filed as Appendix A to Acxiom Corporation’s Proxy Statement dated June 19, 2008, Commission File No. 0-13163, and incorporated herein by reference)
|
10.4
|
UK Addendum to the 2005 Equity Compensation Plan of Acxiom Corporation adopted by the Compensation Committee of the Board on February 14, 2012 (previously filed as Exhibit 10.4 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, and incorporated herein by reference)
|
10.5
|
Acxiom Corporation U.K. Share Option Scheme (previously filed as Exhibit 10(f) to Acxiom Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, Commission File No. 0-13163, and incorporated herein by reference)
|
10.6
|
2010 Executive Cash Incentive Plan of Acxiom Corporation
(previously filed as Exhibit 10(g) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, and incorporated herein by reference)
|
10.7
|
Acxiom Corporation Executive Officer 2014 Cash Incentive Plan
|
10.8
|
2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.9
|
Form of Performance Unit Award Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.3 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.10
|
Form of Stock Option Grant Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.4 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.11
|
Form of Restricted Stock Unit Award Agreement under the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed on July 27, 2011, as Exhibit 10.5 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
|
10.12
|
General Electric Capital Corporation Master Lease Agreement, dated as of September 30, 1999 (previously filed as Exhibit 10(m) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001, Commission File No. 0-13163, and incorporated herein by reference)
|
10.13
|
Amendment to General Electric Capital Corporation Master Lease Agreement dated as of December 6, 2002 (previously filed as Exhibit 10 (j) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, Commission File No. 0-13163, and incorporated herein by reference)
|
10.14
|
Fourth Amended and Restated Credit Agreement dated as of September 15, 2006, by and among Acxiom Corporation, a Delaware corporation, the lenders party thereto and JPMorgan Chase Bank, N.A. (previously filed on September 19, 2006, as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.15
|
First Amendment to Fourth Amended and Restated Credit Agreement dated as of November 13, 2009, among Acxiom Corporation, a Delaware corporation, the lenders party thereto and JPMorgan Chase Bank, N.A. (previously filed on November 19, 2009, as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.16
|
Assignment of Head Lease dated as of February 10, 2003, by and between Wells Fargo Bank Northwest, National Association, as Owner Trustee under the AC Trust 2001-1 (“Assignor”) and Acxiom Corporation, assigning all of Assignor’s rights, title and interest in that certain Head Lease Agreement dated as of May 1, 2000, between the City of Little Rock, AR and Assignor, each relating to the lease of an office building in downtown Little Rock which was previously financed pursuant to a terminated synthetic real estate facility (previously filed as Exhibit 10 (l) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, Commission File No. 0-13163, and incorporated herein by reference)
|
10.17
|
Employment Agreement by and between Acxiom Corporation and Scott E. Howe dated as of July 26, 2011
(previously filed on July 27, 2011 as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.18
|
Employment Agreement by and between Acxiom Corporation and Warren C. Jenson dated as of January 11, 2012
(previously filed on January 11, 2012 as Exhibit 10.1 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.19
|
Employment Offer Letter dated January 30, 2012, between Acxiom Corporation and Nada C. Stirratt (previously filed as Exhibit 10.23 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, and incorporated herein by reference)
|
10.20
|
Employment Offer Letter dated April 19, 2012, between Acxiom Corporation and Philip L. Mui (previously filed as Exhibit 10.24 to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, and incorporated herein by reference)
|
10.21
|
Retention Agreement by and between Acxiom Corporation and Cindy Childers dated as of December 12, 2011
|
10.22
|
Acxiom Corporation Chief Revenue Officer 2013 Cash Incentive Plan
|
10.23
|
Acxiom Corporation Chief Revenue Officer 2014 Commission Plan
|
10.24
|
Acxiom Corporation 2010 Executive Officer Severance Policy (previously filed on November 16, 2010 as Exhibit 10.3 to Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein by reference)
|
10.25
|
Form of director indemnity agreement (previously filed as Exhibit 10(x) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, and incorporated herein by reference)
|
10.26
|
Form of officer and director indemnity agreement (previously filed as Appendix C to Acxiom Corporation’s Proxy Statement dated January 22, 1987, Commission File No. 0-13163, and incorporated herein by reference)
|
10.27
|
Acxiom Corporation Non-Qualified Deferral Plan, amended and restated effective January 1, 2009
|
10.28
|
First Amendment to the Acxiom Corporation Non-Qualified Deferral Plan, effective July 1, 2009
|
10.29
|
Acxiom Corporation Non-Qualified Matching Contribution Plan, amended and restated effective January 1, 2009
|
10.30
|
First Amendment to the Acxiom Corporation Non-Qualified Matching Contribution Plan, effective July 1, 2009
|
|
21
|
Subsidiaries of Acxiom Corporation
|
23
|
Consent of KPMG LLP
|
24
|
Powers of Attorney
|
31.1
|
Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended March 31, 2013, formatted in XBRL: (i) Consolidated Balance Sheets as of March 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2013, 2012 and 2011; (iv) Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2013, 2012 and 2011; and (vi) Notes to the Consolidated Financial Statements
|
Date: May 29, 2013
|
By:
|
/s/Warren C. Jenson
|
|
Warren C. Jenson
|
John L. Battelle*
|
Director
|
May 29, 2013
|
John L. Battelle
|
|
Timothy R. Cadogan*
|
Director
|
May 29, 2013
|
Timothy R. Cadogan
|
|
William T. Dillard II*
|
Director
|
May 29, 2013
|
Richard P. Fox*
|
Director
|
May 29, 2013
|
Richard P. Fox
|
|
Jerry D. Gramaglia*
|
Director (Non-Executive Chairman of the Board)
|
May 29, 2013
|
Jerry D. Gramaglia
|
|
Ann Die Hasselmo*
|
Director
|
May 29, 2013
|
William J. Henderson* | Director | May 29, 2013 |
Scott E. Howe* | Director, CEO & President (principal executive officer) | May 29, 2013 |
Clark M. Kokich*
|
Director
|
May 29, 2013
|
Clark M. Kokich
|
|
Kevin M. Twomey*
|
Director
|
May 29, 2013
|
Kevin M. Twomey
|
|
/s/Warren C. Jenson
Warren C. Jenson
|
Chief Financial Officer & Executive Vice President
(principal financial and accounting officer)
|
May 29, 2013 |
*By:
|
/s/ Catherine L. Hughes
|
Selected Financial Data
|
F-2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
F-3
|
Management’s Report on Internal Control Over Financial Reporting
|
F-20
|
Reports of Independent Registered Public Accounting Firm
|
F-21
|
Annual Financial Statements:
|
|
Consolidated Balance Sheets as of March 31, 2013 and 2012
|
F-23
|
Consolidated Statements of Operations
for the years ended March 31, 2013, 2012 and 2011
|
F-24
|
Consolidated Statements of Comprehensive Income (Loss)
for the years ended March 31, 2013, 2012 and 2011
|
F-25
|
Consolidated Statements of Stockholders’ Equity
for the years ended March 31, 2013, 2012 and 2011
|
F-26
|
Consolidated Statements of Cash Flows
for the years ended March 31, 2013, 2012 and 2011
|
F-27
|
Notes to the Consolidated Financial Statements
|
F-29
|
Years ended March 31,
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||
Statement of operations data:
|
||||||||||||||||||||
Revenue
|
$ | 1,099,359 | $ | 1,130,624 | $ | 1,113,755 | $ | 1,063,598 | $ | 1,235,711 | ||||||||||
Net earnings (loss) from continuing operations
|
$ | 57,119 | $ | 37,617 | $ | (31,838 | ) | $ | 43,427 | $ | 36,498 | |||||||||
Net earnings from discontinued operations, net of tax
|
- | 33,899 | 3,396 | 732 | 1,006 | |||||||||||||||
Net earnings (loss)
|
$ | 57,119 | $ | 71,516 | $ | (28,442 | ) | $ | 44,159 | $ | 37,504 | |||||||||
Net earnings (loss) attributable to Acxiom
|
$ | 57,607 | $ | 77,263 | $ | (23,147 | ) | $ | 44,549 | $ | 37,504 | |||||||||
Basic earnings (loss) per share:
|
||||||||||||||||||||
Net earnings (loss) from continuing operations
|
$ | 0.76 | $ | 0.47 | $ | (0.40 | ) | $ | 0.55 | $ | 0.47 | |||||||||
Net earnings from discontinued operations
|
- | 0.43 | 0.04 | 0.01 | 0.01 | |||||||||||||||
Net earnings (loss)
|
$ | 0.76 | $ | 0.90 | $ | (0.36 | ) | $ | 0.56 | $ | 0.48 | |||||||||
Net earnings (loss) attributable to Acxiom
|
$ | 0.77 | $ | 0.97 | $ | (0.29 | ) | $ | 0.56 | $ | 0.48 | |||||||||
Diluted earnings (loss) per share:
|
||||||||||||||||||||
Net earnings (loss) from continuing operations
|
$ | 0.75 | $ | 0.47 | $ | (0.40 | ) | $ | 0.54 | $ | 0.47 | |||||||||
Net earnings from discontinued operations
|
- | 0.42 | 0.04 | 0.01 | 0.01 | |||||||||||||||
Net earnings (loss)
|
$ | 0.75 | $ | 0.89 | $ | (0.36 | ) | $ | 0.55 | $ | 0.48 | |||||||||
Net earnings (loss) attributable to Acxiom
|
$ | 0.75 | $ | 0.96 | $ | (0.29 | ) | $ | 0.56 | $ | 0.48 | |||||||||
Cash dividend per common share
|
$ | - | $ | - | $ | - | $ | - | $ | 0.12 | ||||||||||
As of March 31,
|
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Balance sheet data:
|
||||||||||||||||||||
Current assets
|
$ | 461,096 | $ | 472,005 | $ | 480,276 | $ | 458,705 | $ | 458,522 | ||||||||||
Current liabilities
|
$ | 224,576 | $ | 256,401 | $ | 229,494 | $ | 255,056 | $ | 254,554 | ||||||||||
Total assets
|
$ | 1,187,706 | $ | 1,232,777 | $ | 1,306,625 | $ | 1,363,420 | $ | 1,366,792 | ||||||||||
Long-term debt, excluding current installments
|
$ | 237,400 | $ | 251,886 | $ | 394,260 | $ | 458,629 | $ | 537,272 | ||||||||||
Total equity
|
$ | 619,368 | $ | 611,855 | $ | 591,033 | $ | 578,497 | $ | 503,414 |
·
|
Revenue of $1.099 billion, a 2.8% decrease from $1.131 billion in the prior fiscal year.
|
·
|
Income from operations was $102.7 million compared to $85.6 million in the prior fiscal year.
|
·
|
Diluted earnings per share from continuing operations was $0.75 compared to $0.47 in the prior fiscal year.
|
·
|
Operating cash flow was $150.1 million compared to $229.5 million in the prior fiscal year.
|
·
|
The Company acquired $71.7 million of its stock as part of a stock repurchase program.
|
2013
|
2012
|
2011
|
% Change
2013-2012
|
% Change
2012-2011
|
||||||||||||||||
Revenues
|
$ | 1,099.4 | $ | 1,130.6 | $ | 1,113.8 | (3 | )% | 2 | % | ||||||||||
Total operating costs and expenses
|
996.7 | 1,045.0 | 1,088.6 | (5 | ) | (4 | ) | |||||||||||||
Income from operations
|
$ | 102.7 | $ | 85.6 | $ | 25.2 | 20 | % | 240 | % | ||||||||||
Diluted earnings (loss) per share from continuing operations
|
$ | 0.75 | $ | 0.47 | $ | (0.40 | ) | 60 | % | 118 | % |
2013
|
2012
|
2011
|
% Change
2013-2012
|
% Change
2012-2011
|
||||||||||||||||
Revenues
|
||||||||||||||||||||
Marketing and data services
|
$ | 767.7 | $ | 771.7 | $ | 736.1 | (1 | )% | 5 | % | ||||||||||
IT Infrastructure management services
|
275.5 | 291.5 | 302.7 | (6 | ) | (4 | ) | |||||||||||||
Other services
|
56.2 | 67.4 | 75.0 | (17 | ) | (10 | ) | |||||||||||||
Total revenues
|
$ | 1,099.4 | $ | 1,130.6 | $ | 1,113.8 | (3 | )% | 2 | % | ||||||||||
2013
|
2012
|
2011
|
% Change
2013-2012
|
% Change
2012-2011
|
||||||||||||||||
Cost of revenue
|
$ | 841.9 | $ | 863.5 | $ | 848.4 | (3 | )% | 2 | % | ||||||||||
Selling, general and administrative
|
152.8 | 151.1 | 155.9 | 1 | (3 | ) | ||||||||||||||
Impairment of goodwill and other intangibles
|
- | 17.8 | 79.7 | (100 | ) | (78 | ) | |||||||||||||
Gains, losses and other items, net
|
2.0 | 12.6 | 4.6 | (84 | ) | 175 | ||||||||||||||
Total operating costs and expenses
|
$ | 996.7 | $ | 1,045.0 | $ | 1,088.6 | (5 | )% | (4 | )% |
2013
|
2012
|
2011
|
||||||||||
Restructuring plan charges and adjustments
|
$ | 2,894 | $ | 12,778 | $ | 4,435 | ||||||
Earnout liability adjustment
|
- | (2,598 | ) | (1,058 | ) | |||||||
Other
|
(884 | ) | 2,458 | 1,223 | ||||||||
$ | 2,010 | $ | 12,638 | $ | 4,600 |
Associate-related reserves
|
Ongoing
contract costs
|
Total
|
||||||||||
March 31, 2010
|
$ | 2,870 | $ | 12,904 | $ | 15,774 | ||||||
Restructuring charges and adjustments
|
5,773 | (1,338 | ) | 4,435 | ||||||||
Payments
|
(3,081 | ) | (2,024 | ) | (5,105 | ) | ||||||
March 31, 2011
|
$ | 5,562 | $ | 9,542 | $ | 15,104 | ||||||
Restructuring charges and adjustments
|
10,126 | 2,652 | 12,778 | |||||||||
Payments
|
(6,091 | ) | (1,145 | ) | (7,236 | ) | ||||||
March 31, 2012
|
$ | 9,597 | $ | 11,049 | $ | 20,646 | ||||||
Restructuring charges and adjustments
|
2,836 | 58 | 2,894 | |||||||||
Payments
|
(8,744 | ) | (2,086 | ) | (10,830 | ) | ||||||
March 31, 2013
|
$ | 3,689 | $ | 9,021 | $ | 12,710 | ||||||
2013
|
2012
|
2011
|
||||||||||
Operating profit and profit margin:
|
||||||||||||
Marketing and data services
|
$ | 80,513 | $ | 95,820 | $ | 87,254 | ||||||
10.5 | % | 12.4 | % | 11.9 | % | |||||||
IT Infrastructure management services
|
$ | 29,330 | $ | 24,988 | $ | 24,467 | ||||||
10.6 | % | 8.6 | % | 8.1 | % | |||||||
Other services
|
$ | (5,114 | ) | $ | (4,804 | ) | $ | (2,270 | ) | |||
(9.1 | )% | (7.1 | )% | (3.0 | )% | |||||||
Corporate
|
$ | (2,010 | ) | $ | (30,441 | ) | $ | (84,274 | ) | |||
Total operating profit
|
$ | 102,719 | $ | 85,563 | $ | 25,177 | ||||||
Total operating profit margin
|
9.3 | % | 7.6 | % | 2.3 | % |
March 31,
2013
|
March 31,
2012
|
|||||||
Numerator – trade accounts receivable, net
|
$ | 159,882 | $ | 169,446 | ||||
Denominator:
|
||||||||
Quarter revenue
|
277,131 | 287,255 | ||||||
Number of days in quarter
|
90 | 91 | ||||||
Average daily revenue
|
$ | 3,079 | $ | 3,157 | ||||
Days sales outstanding
|
52 | 54 |
For the years ending March 31
|
||||||||||||||||||||||||||||
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||||||||||
Term loan
|
$ | 6,000 | $ | 212,000 | $ | - | $ | - | $ | - | $ | - | $ | 218,000 | ||||||||||||||
Capital lease and installment payment obligations
|
8,405 | 3,944 | 926 | 1,001 | 1,157 | 5,935 | 21,368 | |||||||||||||||||||||
Other long-term debt
|
1,700 | 5,677 | 6,760 | - | - | - | 14,137 | |||||||||||||||||||||
Total long-term debt
|
16,105 | 221,621 | 7,686 | 1,001 | 1,157 | 5,935 | 253,505 | |||||||||||||||||||||
Operating lease payments
|
21,972 | 17,144 | 13,885 | 13,388 | 11,535 | 32,145 | 110,069 | |||||||||||||||||||||
Total contractual cash obligations
|
$ | 38,077 | $ | 238,765 | $ | 21,571 | $ | 14,389 | $ | 12,692 | $ | 38,080 | $ | 363,574 |
For the years ending March 31
|
||||||||||||||||||||||||||||
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||||||||||
Total purchase commitments
|
$ | 74,502 | $ | 50,738 | $ | 33,242 | $ | 18,844 | $ | 1,232 | $ | 1,257 | $ | 179,815 |
Loan guarantee
|
$ | 1,050 | ||
Lease guarantee
|
2,014 | |||
Outstanding letters of credit
|
2,238 | |||
Surety bonds
|
388 |
·
|
The macroeconomic environment has a direct impact on overall marketing and advertising expenditures in the U.S. and abroad. As marketing budgets are often more discretionary in nature, they are easier to reduce in the short term as compared to other corporate expenses. Future widespread economic slowdowns in any of the industries or markets our clients serve, particularly in the United States, could reduce the marketing expenditures of our clients and prospective customers.
|
·
|
As online advertising and e-commerce continue to grow and mature, businesses and marketers are increasingly challenged to manage large amounts of structured and unstructured data and transform such data into insights for operational decision making. This challenge continues to drive t
echnological and cost efficiencies, strategies and competition in the “big data” marketplace.
|
·
|
With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, governmental bodies and others regarding marketing and privacy matters, particularly as they relate to individual privacy interests and global reach of the online marketplace. The U.S. Congress continues to debate privacy legislation, and there are many different types of privacy legislation pending at the state level. In all of the non-U.S. locations in which we do business, laws and regulations governing the collection and use of personal data either exist or are being contemplated. We expect the trend of enacting and revising data protection laws to continue and that new and expanded privacy legislation in various forms will be implemented in the U.S. and in other countries around the globe. Increased restrictions on the collection, management, aggregation and use of information could result in decreased availability of certain kinds of data and/or a material increase in the cost of collecting certain kinds of data.
|
·
|
In recent years, we have witnessed an ongoing shift from direct marketing to alternative marketing channels. We believe this trend will continue and that, in the long term, a substantial portion of overall marketing and advertising expenditures will be moved to alternative marketing channels.
|
·
|
Many
businesses are moving towards an outsourced model as an alternative to a traditional information technology infrastructure. As they do, we see demand increasing for cloud computing services.
|
·
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
2013 |
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 222,974 | $ | 229,648 | ||||
Trade accounts receivable, net
|
159,882 | 169,446 | ||||||
Deferred income taxes
|
13,496 | 15,107 | ||||||
Refundable income taxes
|
5,809 | - | ||||||
Other current assets
|
58,935 | 57,804 | ||||||
Total current assets
|
461,096 | 472,005 | ||||||
Property and equipment, net of accumulated depreciation and amortization
|
230,752 | 253,373 | ||||||
Software, net of accumulated amortization of $235,491 in 2013 and $227,280 in 2012
|
24,471 | 13,211 | ||||||
Goodwill
|
381,129 | 382,285 | ||||||
Purchased software licenses, net of accumulated amortization of $262,169 in 2013 and $276,692 in 2012
|
23,604 | 25,294 | ||||||
Deferred costs, net
|
42,971 | 61,977 | ||||||
Data acquisition costs, net
|
10,631 | 15,009 | ||||||
Other assets, net
|
13,052 | 9,623 | ||||||
$ | 1,187,706 | $ | 1,232,777 | |||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current installments of long-term debt
|
$ | 16,105 | $ | 26,336 | ||||
Trade accounts payable
|
35,786 | 31,030 | ||||||
Accrued expenses
|
||||||||
Payroll
|
62,390 | 54,839 | ||||||
Other
|
68,270 | 67,847 | ||||||
Deferred revenue
|
41,388 | 59,949 | ||||||
Income taxes payable
|
637 | 16,400 | ||||||
Total current liabilities
|
224,576 | 256,401 | ||||||
Long-term debt
|
237,400 | 251,886 | ||||||
Deferred income taxes
|
94,918 | 98,965 | ||||||
Other liabilities
|
11,444 | 13,670 | ||||||
Commitments and contingencies
|
||||||||
Equity:
|
||||||||
Common stock, $0.10 par value (authorized 200 million shares; issued 121.3 million and 120.0 million shares at March 31, 2013 and 2012, respectively)
|
12,134 | 12,003 | ||||||
Additional paid-in capital
|
885,184 | 860,165 | ||||||
Retained earnings
|
593,966 | 536,359 | ||||||
Accumulated other comprehensive income
|
11,423 | 13,601 | ||||||
Treasury stock, at cost (47.8 million and 43.2 million shares at March 31, 2013 and 2012, respectively)
|
(882,959 | ) | (810,381 | ) | ||||
Total Acxiom stockholders' equity
|
619,748 | 611,747 | ||||||
Noncontrolling interest
|
(380 | ) | 108 | |||||
Total equity
|
619,368 | 611,855 | ||||||
$ | 1,187,706 | $ | 1,232,777 | |||||
See accompanying notes to consolidated financial statements.
|
2013
|
2012
|
2011
|
||||||||||
Revenues
|
$ | 1,099,359 | $ | 1,130,624 | $ | 1,113,755 | ||||||
Operating costs and expenses:
|
||||||||||||
Cost of revenue
|
841,826 | 863,489 | 848,411 | |||||||||
Selling, general and administrative
|
152,804 | 151,131 | 155,893 | |||||||||
Impairment of goodwill and other intangibles
|
- | 17,803 | 79,674 | |||||||||
Gains, losses and other items, net
|
2,010 | 12,638 | 4,600 | |||||||||
Total operating costs and expenses
|
996,640 | 1,045,061 | 1,088,578 | |||||||||
Income from operations
|
102,719 | 85,563 | 25,177 | |||||||||
Other expense:
|
||||||||||||
Interest expense
|
(12,694 | ) | (17,448 | ) | (23,823 | ) | ||||||
Other, net
|
152 | (1,369 | ) | (1,466 | ) | |||||||
Total other expense
|
(12,542 | ) | (18,817 | ) | (25,289 | ) | ||||||
Earnings (loss) from continuing operations before income taxes
|
90,177 | 66,746 | (112 | ) | ||||||||
Income taxes
|
33,058 | 29,129 | 31,726 | |||||||||
Net earnings (loss) from continuing operations
|
57,119 | 37,617 | (31,838 | ) | ||||||||
Earnings from discontinued operations, net of tax
|
- | 33,899 | 3,396 | |||||||||
Net earnings (loss)
|
57,119 | 71,516 | (28,442 | ) | ||||||||
Less: Net loss attributable to noncontrolling interest
|
(488 | ) | (5,747 | ) | (5,295 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | 57,607 | $ | 77,263 | $ | (23,147 | ) | |||||
Basic earnings (loss) per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | 0.76 | $ | 0.47 | $ | (0.40 | ) | |||||
Net earnings from discontinued operations
|
- | 0.43 | 0.04 | |||||||||
Net earnings (loss)
|
$ | 0.76 | $ | 0.90 | $ | (0.36 | ) | |||||
Net earnings (loss) attributable to Acxiom stockholders
|
$ | 0.77 | $ | 0.97 | $ | (0.29 | ) | |||||
Diluted earnings (loss) per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | 0.75 | $ | 0.47 | $ | (0.40 | ) | |||||
Net earnings from discontinued operations
|
- | 0.42 | 0.04 | |||||||||
Net earnings (loss)
|
$ | 0.75 | $ | 0.89 | $ | (0.36 | ) | |||||
Net earnings (loss) attributable to Acxiom stockholders
|
$ | 0.75 | $ | 0.96 | $ | (0.29 | ) | |||||
See accompanying notes to consolidated financial statements.
|
2013
|
2012
|
2011
|
||||||||||
Net earnings (loss)
|
$ | 57,119 | $ | 71,516 | $ | (28,442 | ) | |||||
Other comprehensive income (loss):
|
||||||||||||
Change in foreign currency translation adjustment
|
(2,489 | ) | (2,219 | ) | 9,518 | |||||||
Unrealized gain (loss) on interest rate swap
|
311 | (171 | ) | 2,306 | ||||||||
Other comprehensive income (loss)
|
(2,178 | ) | (2,390 | ) | 11,824 | |||||||
Comprehensive income (loss)
|
54,941 | 69,126 | (16,618 | ) | ||||||||
Less: comprehensive loss attributable to noncontrolling interest
|
(488 | ) | (5,747 | ) | (5,295 | ) | ||||||
Comprehensive income (loss) attributable to Acxiom stockholders
|
$ | 55,429 | $ | 74,873 | $ | (11,323 | ) | |||||
See accompanying notes to consolidated financial statements.
|
Common Stock
|
Treasury stock
|
Number of shares
|
Amount
|
Additional paid-in capital
|
Retained earnings
|
Accumulated other comprehensive income (loss)
|
Number
of shares
|
Amount
|
Noncontrolling interest
|
Total equity
|
||||||||||
Balances at March 31, 2010
|
116,619,682
|
$11,662
|
$
814,929
|
$ 482,243
|
$ 4,167
|
(37,154,236)
|
$(738,601)
|
$ 4,097
|
$578,497
|
|||||||||
Employee stock awards, benefit plans and other issuances
|
662,988
|
66
|
9,778
|
-
|
-
|
(29,538)
|
(524)
|
-
|
9,320
|
|||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
(316)
|
-
|
-
|
-
|
-
|
-
|
(316)
|
|||||||||
Non-cash share-based compensation
|
-
|
-
|
13,097
|
-
|
-
|
-
|
-
|
-
|
13,097
|
|||||||||
Restricted stock units vested
|
484,865
|
49
|
(49)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Purchase of GoDigital
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6,573
|
6,573
|
|||||||||
Noncontrolling interest equity contribution
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
480
|
480
|
|||||||||
Comprehensive income (loss):
|
||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
9,518
|
-
|
-
|
-
|
9,518
|
|||||||||
Unrealized gain on interest rate swap
|
-
|
-
|
-
|
-
|
2,306
|
-
|
-
|
-
|
2,306
|
|||||||||
Net loss
|
-
|
-
|
-
|
(23,147)
|
-
|
-
|
(5,295)
|
(28,442)
|
||||||||||
Balances at March 31, 2011
|
117,767,535
|
$11,777
|
$
837,439
|
$ 459,096
|
$15,991
|
(37,183,774)
|
$(739,125)
|
$ 5,855
|
$591,033
|
|||||||||
Employee stock awards, benefit plans and other issuances
|
1,281,649
|
128
|
15,295
|
-
|
-
|
(239,171)
|
(3,218)
|
-
|
12,205
|
|||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
(1,310)
|
-
|
-
|
-
|
-
|
-
|
(1,310)
|
|||||||||
Non-cash share-based compensation
|
-
|
-
|
8,839
|
-
|
-
|
8,262
|
131
|
-
|
8,970
|
|||||||||
Restricted stock units vested
|
977,829
|
98
|
(98)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Acquisition of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(5,798,344)
|
(68,169)
|
-
|
(68,169)
|
|||||||||
Comprehensive income (loss):
|
||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
(2,219)
|
-
|
-
|
-
|
(2,219)
|
|||||||||
Unrealized loss on interest rate swap
|
-
|
-
|
-
|
-
|
(171)
|
-
|
-
|
-
|
(171)
|
|||||||||
Net earnings (loss)
|
-
|
-
|
-
|
77,263
|
-
|
-
|
-
|
(5,747)
|
71,516
|
|||||||||
Balances at March 31, 2012
|
120,027,013
|
$12,003
|
$
860,165
|
$ 536,359
|
$13,601
|
(43,213,027)
|
$(810,381)
|
$ 108
|
$611,855
|
|||||||||
Employee stock awards, benefit plans and other issuances
|
845,618
|
84
|
12,707
|
-
|
-
|
(58,966)
|
(834)
|
-
|
11,957
|
|||||||||
Tax impact of stock options, warrants and restricted stock
|
-
|
-
|
357
|
-
|
-
|
-
|
-
|
-
|
357
|
|||||||||
Non-cash share-based compensation
|
-
|
-
|
12,002
|
-
|
-
|
-
|
-
|
-
|
12,002
|
|||||||||
Restricted stock units vested
|
470,285
|
47
|
(47)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Acquisition of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(4,553,042)
|
(71,744)
|
-
|
(71,744)
|
|||||||||
Comprehensive income (loss):
|
||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
(2,489)
|
-
|
-
|
-
|
(2,489)
|
|||||||||
Unrealized gain on interest rate swap
|
-
|
-
|
-
|
-
|
311
|
-
|
-
|
-
|
311
|
|||||||||
Net earnings (loss)
|
-
|
-
|
-
|
57,607
|
-
|
-
|
-
|
(488)
|
57,119
|
|||||||||
Balances at March 31, 2013
|
121,342,916
|
$12,134
|
$
885,184
|
$ 593,966
|
$11,423
|
(47,825,035)
|
$(882,959)
|
$ (380)
|
$619,368
|
|||||||||
|
See accompanying notes to consolidated financial statements
|
2013
|
2012
|
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings (loss)
|
$ | 57,119 | $ | 71,516 | $ | (28,442 | ) | |||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
116,208 | 134,662 | 146,355 | |||||||||
Loss (gain) on disposal or impairment of assets
|
25 | (48,197 | ) | 3,883 | ||||||||
Impairment of goodwill and other intangibles
|
- | 17,803 | 79,674 | |||||||||
Deferred income taxes
|
(3,578 | ) | 2,228 | 18,579 | ||||||||
Non-cash share-based compensation expense
|
12,002 | 8,970 | 13,097 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
6,678 | (947 | ) | (13,024 | ) | |||||||
Other assets
|
(9,185 | ) | (4,907 | ) | (2,394 | ) | ||||||
Deferred costs
|
(1,564 | ) | (2,301 | ) | (29,385 | ) | ||||||
Accounts payable and other liabilities
|
(8,888 | ) | 46,624 | (22,899 | ) | |||||||
Deferred revenue
|
(18,685 | ) | 4,000 | 775 | ||||||||
Net cash provided by operating activities
|
150,132 | 229,451 | 166,219 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Payments from (for) the disposition of operations
|
- | 72,425 | (1,079 | ) | ||||||||
Capitalized software development costs
|
(19,879 | ) | (5,262 | ) | (4,555 | ) | ||||||
Capital expenditures
|
(38,491 | ) | (51,591 | ) | (59,021 | ) | ||||||
Payments received for investments
|
- | 370 | 175 | |||||||||
Data acquisition costs
|
(8,570 | ) | (12,312 | ) | (13,366 | ) | ||||||
Net cash paid in acquisitions
|
- | (255 | ) | (12,927 | ) | |||||||
Net cash provided by (used in) investing activities
|
(66,940 | ) | 3,375 | (90,773 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Payments of debt
|
(26,871 | ) | (154,876 | ) | (102,101 | ) | ||||||
Acquisition liability payment
|
(288 | ) | (326 | ) | - | |||||||
Acquisition of treasury stock
|
(74,378 | ) | (65,535 | ) | - | |||||||
Sale of common stock
|
11,957 | 12,205 | 9,320 | |||||||||
Noncontrolling interests equity contributions
|
- | - | 480 | |||||||||
Income tax impact of stock options, warrants and restricted stock
|
357 | (1,310 | ) | (316 | ) | |||||||
Net cash used in financing activities
|
(89,223 | ) | (209,842 | ) | (92,617 | ) | ||||||
Effect of exchange rate changes on cash
|
(643 | ) | (309 | ) | 90 | |||||||
Net change in cash and cash equivalents
|
(6,674 | ) | 22,675 | (17,081 | ) | |||||||
Cash and cash equivalents at beginning of period
|
229,648 | 206,973 | 224,054 | |||||||||
Cash and cash equivalents at end of period
|
$ | 222,974 | $ | 229,648 | $ | 206,973 | ||||||
See accompanying notes to consolidated financial statements
|
2013
|
2012
|
2011
|
||||||||||
Supplemental cash flow information:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
$ | 12,709 | $ | 19,059 | $ | 23,886 | ||||||
Income taxes
|
57,464 | 20,765 | 25,339 | |||||||||
Payments on capital leases and installment payment arrangements
|
16,514 | 18,331 | 22,357 | |||||||||
Payments on software and data license liabilities
|
1,769 | 2,916 | 5,316 | |||||||||
Prepayment of debt
|
- | 125,000 | 66,000 | |||||||||
Other debt payments
|
8,588 | 8,629 | 8,428 | |||||||||
Noncash investing and financing activities:
|
||||||||||||
Acquisition of property and equipment under capital leases and installment payment arrangements
|
2,157 | 11,242 | 23,753 | |||||||||
See accompanying notes to consolidated financial statements.
|
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2013, 2012 AND 2011
|
ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2013, 2012 AND 2011
|
(dollars in thousands)
|
2013
|
2012
|
2011
|
|||||||||
Basic earnings per share:
|
||||||||||||
Net earnings (loss) from continuing operations
|
$ | 57,119 | $ | 37,617 | $ | (31,838 | ) | |||||
Net earnings from discontinued operations
|
- | 33,899 | 3,396 | |||||||||
Net earnings (loss)
|
$ | 57,119 | $ | 71,516 | $ | (28,442 | ) | |||||
Net loss attributable to noncontrolling interest
|
(488 | ) | (5,747 | ) | (5,295 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | 57,607 | $ | 77,263 | $ | (23,147 | ) | |||||
Basic weighted-average shares outstanding
|
74,814 | 79,483 | 80,111 | |||||||||
Basic earnings (loss) per share:
|
||||||||||||
Continuing operations
|
$ | 0.76 | $ | 0.47 | $ | (0.40 | ) | |||||
Discontinued operations
|
0.00 | 0.43 | 0.04 | |||||||||
Net earnings (loss)
|
$ | 0.76 | $ | 0.90 | $ | (0.36 | ) | |||||
Net loss attributable to noncontrolling interest
|
(0.01 | ) | (0.07 | ) | (0.07 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | 0.77 | $ | 0.97 | $ | (0.29 | ) | |||||
Diluted earnings per share:
|
||||||||||||
Basic weighted-average shares outstanding
|
74,814 | 79,483 | 80,111 | |||||||||
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method
|
1,683 | 911 | - | |||||||||
Diluted weighted-average shares outstanding
|
76,497 | 80,394 | 80,111 | |||||||||
Diluted earnings (loss) per share:
|
||||||||||||
Continuing operations
|
$ | 0.75 | $ | 0.47 | $ | (0.40 | ) | |||||
Discontinued operations
|
0.00 | 0.42 | 0.04 | |||||||||
Net earnings (loss)
|
$ | 0.75 | $ | 0.89 | $ | (0.36 | ) | |||||
Net loss attributable to noncontrolling interest
|
(0.01 | ) | (0.07 | ) | (0.07 | ) | ||||||
Net earnings (loss) attributable to Acxiom
|
$ | 0.75 | $ | 0.96 | $ | (0.29 | ) |
2013
|
2012
|
2011
|
||||
Number of shares outstanding under options, warrants and restricted stock units
|
6,709
|
9,344
|
5,938
|
|||
Range of exercise prices for options and warrants
|
$13.10-$62.06
|
$13.14-$62.06
|
$16.71-$75.55
|
Associate-related reserves
|
Ongoing
contract costs
|
Total
|
||||||||||
March 31, 2010
|
$ | 2,870 | $ | 12,904 | $ | 15,774 | ||||||
Restructuring charges and adjustments
|
5,773 | (1,338 | ) | 4,435 | ||||||||
Payments
|
(3,081 | ) | (2,024 | ) | (5,105 | ) | ||||||
March 31, 2011
|
$ | 5,562 | $ | 9,542 | $ | 15,104 | ||||||
Restructuring charges and adjustments
|
10,126 | 2,652 | 12,778 | |||||||||
Payments
|
(6,091 | ) | (1,145 | ) | (7,236 | ) | ||||||
March 31, 2012
|
$ | 9,597 | $ | 11,049 | $ | 20,646 | ||||||
Restructuring charges and adjustments
|
2,836 | 58 | 2,894 | |||||||||
Payments
|
(8,744 | ) | (2,086 | ) | (10,830 | ) | ||||||
March 31, 2013
|
$ | 3,689 | $ | 9,021 | $ | 12,710 | ||||||
2013
|
2012
|
2011
|
||||||||||
Restructuring plan charges and adjustments
|
$ | 2,894 | $ | 12,778 | $ | 4,435 | ||||||
Earnout liability adjustment (see note 3)
|
- | (2,598 | ) | (1,058 | ) | |||||||
Other
|
(884 | ) | 2,458 | 1,223 | ||||||||
$ | 2,010 | $ | 12,638 | $ | 4,600 |
GoDigital
|
XYZ
|
|||||||
Assets acquired:
|
||||||||
Cash
|
$ | 776 | $ | 547 | ||||
Goodwill
|
15,546 | 1,446 | ||||||
Other intangible assets
|
6,500 | 779 | ||||||
Other current and noncurrent assets
|
1,178 | 184 | ||||||
24,000 | 2,956 | |||||||
Accounts payable, accrued expenses and capital leases assumed
|
2,091 | 120 | ||||||
Net assets acquired
|
21,909 | 2,836 | ||||||
Less:
|
||||||||
Cash acquired
|
776 | 547 | ||||||
Earnout liability
|
3,611 | 532 | ||||||
Noncontrolling interest
|
6,573 | - | ||||||
Net cash paid
|
$ | 10,949 | $ | 1,757 |
2013
|
2012
|
2011
|
||||||||||
Developed technology assets, gross
|
$ | 18,014 | $ | 18,417 | $ | 21,165 | ||||||
Accumulated amortization
|
(17,881 | ) | (17,557 | ) | (15,679 | ) | ||||||
Net developed technology assets
|
$ | 133 | $ | 860 | $ | 5,486 | ||||||
Customer/trademark assets, gross
|
$ | 18,823 | $ | 24,946 | $ | 25,042 | ||||||
Accumulated amortization
|
(18,259 | ) | (23,421 | ) | (18,146 | ) | ||||||
Net customer/trademark assets
|
$ | 564 | $ | 1,525 | $ | 6,896 | ||||||
Total intangible assets, gross
|
$ | 36,837 | $ | 43,363 | $ | 46,207 | ||||||
Total accumulated amortization
|
(36,140 | ) | (40,978 | ) | (33,825 | ) | ||||||
Net intangible assets
|
$ | 697 | $ | 2,385 | $ | 12,382 | ||||||
Amortization expense
|
$ | 1,671 | $ | 5,512 | $ | 6,950 |
2012
|
2011
|
|||||||
Revenues
|
$ | 42,819 | $ | 46,215 | ||||
Earnings from discontinued operations before income taxes
|
$ | 4,907 | $ | 5,747 | ||||
Gain on sale of discontinued operations before income taxes
|
48,380 | - | ||||||
Income taxes
|
(19,388 | ) | (2,351 | ) | ||||
Income from discontinued operations, net of tax
|
$ | 33,899 | $ | 3,396 | ||||
March 31,
2013
|
March 31,
2012
|
|||||||
Prepaid expenses
|
$ | 45,032 | $ | 43,768 | ||||
Assets of non-qualified retirement plan
|
13,771 | 13,344 | ||||||
Other miscellaneous assets
|
132 | 692 | ||||||
Other current assets
|
$ | 58,935 | $ | 57,804 |
March 31,
2013
|
March 31,
2012
|
|||||||
Acquired intangible assets, net
|
$ | 564 | $ | 1,525 | ||||
Deferred income tax asset
|
7,099 | 5,926 | ||||||
Other miscellaneous noncurrent assets
|
5,389 | 2,172 | ||||||
Noncurrent assets
|
$ | 13,052 | $ | 9,623 |
(dollars in thousands)
|
Marketing and Data Services
|
IT Infrastructure Management
|
Other Services
|
Total
|
||||||||||||
Balance at March 31, 2011
|
$ | 321,772 | $ | 71,508 | $ | 4,709 | $ | 397,989 | ||||||||
Goodwill impairment
|
(13,599 | ) | - | - | (13,599 | ) | ||||||||||
Change in foreign currency translation adjustment
|
(2,096 | ) | - | (9 | ) | (2,105 | ) | |||||||||
Balance at March 31, 2012
|
$ | 306,077 | $ | 71,508 | $ | 4,700 | $ | 382,285 | ||||||||
Change in foreign currency translation adjustment
|
(1,011 | ) | - | (145 | ) | (1,156 | ) | |||||||||
Balance at March 31, 2013
|
$ | 305,066 | $ | 71,508 | $ | 4,555 | $ | 381,129 |
March 31,
2013
|
March 31,
2012
|
|||||||
Land
|
$ | 6,737 | $ | 6,737 | ||||
Buildings and improvements
|
263,172 | 263,115 | ||||||
Data processing equipment
|
492,626 | 583,696 | ||||||
Office furniture and other equipment
|
59,904 | 59,525 | ||||||
822,439 | 913,073 | |||||||
Less accumulated depreciation and amortization
|
591,687 | 659,700 | ||||||
$ | 230,752 | $ | 253,373 |
March 31,
2013
|
March 31,
2012
|
|||||||
Term loan credit agreement
|
$ | 218,000 | $ | 224,000 | ||||
Capital leases and installment payment obligations on land, buildings and equipment payable in monthly payments of principal plus interest at rates ranging from approximately 3% to 8%; remaining terms up to nine years
|
21,368 | 35,726 | ||||||
Other debt and long-term liabilities
|
14,137 | 18,496 | ||||||
Total long-term debt and capital leases
|
253,505 | 278,222 | ||||||
Less current installments
|
16,105 | 26,336 | ||||||
Long-term debt, excluding current installments
|
$ | 237,400 | $ | 251,886 | ||||
Year ending March 31,
|
||||
2014
|
$ | 16,105 | ||
2015
|
221,621 | |||
2016
|
7,686 | |||
2017
|
1,001 | |||
2018
|
1,157 | |||
Thereafter
|
5,935 | |||
$ | 253,505 |
Balance at beginning of period
|
Additions charged to costs and expenses
|
Other changes
|
Bad debts written off, net of amounts recovered
|
Balance at end of period
|
||||||||||||||||
2011:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 6,341 | $ | 940 | $ | 198 | $ | (1,857 | ) | $ | 5,622 | |||||||||
2012:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 5,622 | $ | 1,731 | $ | (164 | ) | $ | (2,313 | ) | $ | 4,876 | ||||||||
2013:
|
||||||||||||||||||||
Allowance for doubtful accounts, returns and credits
|
$ | 4,876 | $ | 902 | $ | (112 | ) | $ | (1,525 | ) | $ | 4,141 |
Number of warrants outstanding
|
Issued
|
Vesting date
|
Expiration date
|
Weighted average exercise price
|
|||||||
AISS acquisition (fiscal 2003)
|
1,272,024 |
August 2002
|
August 2002
|
August 12, 2017
|
$ | 16.32 | |||||
Toplander acquisition (fiscal 2003)
|
102,935 |
March 2004
|
March 2004
|
March 17, 2019
|
$ | 13.24 | |||||
1,374,959 | $ | 16.09 |
Number of shares
|
Weighted-average exercise price per share
|
Weighted-average remaining contractual term (in years)
|
Aggregate Intrinsic value (in thousands)
|
|||||||||||||
Outstanding at March 31, 2012
|
8,322,077 | $ | 20.91 | |||||||||||||
Granted
|
497,409 | |||||||||||||||
Exercised
|
(402,830 | ) | $ | 2,651 | ||||||||||||
Forfeited or cancelled
|
(223,408 | ) | ||||||||||||||
Outstanding at March 31, 2013
|
8,193,248 | $ | 20.85 | 3.64 | $ | 24,429 | ||||||||||
Exercisable at March 31, 2013
|
7,045,869 | $ | 22.05 | 2.81 | $ | 16,481 |
Options outstanding
|
Options exercisable
|
||||||||||||||||||
Range of
exercise price
per share
|
Options
outstanding
|
Weighted- average remaining contractual life
|
Weighted-average
exercise price
per share
|
Options
exercisable
|
Weighted-average
exercise price
per share
|
||||||||||||||
$ | 6.32 - $ 9.62 | 98,798 |
5.27 years
|
$ | 8.69 | 71,798 | $ | 8.61 | |||||||||||
$ | 10.22 - $ 15.00 | 2,308,398 |
6.45 years
|
$ | 13.04 | 1,211,163 | $ | 12.62 | |||||||||||
$ | 15.10 - $ 19.82 | 1,700,968 |
3.05 years
|
$ | 16.71 | 1,677,824 | $ | 16.70 | |||||||||||
$ | 20.12 - $ 25.00 | 2,081,052 |
3.10 years
|
$ | 22.92 | 2,081,052 | $ | 22.92 | |||||||||||
$ | 25.98 - $ 29.30 | 1,095,987 |
1.45 years
|
$ | 26.69 | 1,095,987 | $ | 26.69 | |||||||||||
$ | 30.93 - $ 39.12 | 668,512 |
1.22 years
|
$ | 35.81 | 668,512 | $ | 35.81 | |||||||||||
$ | 40.88 - $ 62.06 | 239,533 |
1.57 years
|
$ | 44.07 | 239,533 | $ | 44.07 | |||||||||||
8,193,248 |
3.64 years
|
$ | 20.85 | 7,045,869 | $ | 22.05 |
Number
of shares
|
Weighted- average
fair value per share at
grant date
|
Weighted-average remaining contractual term (in years)
|
||||||||||
Outstanding at March 31, 2012
|
1,175,161 | $ | 13.40 | 2.21 | ||||||||
Granted
|
681,408 | $ | 14.07 | |||||||||
Vested
|
(470,285 | ) | $ | 12.64 | ||||||||
Forfeited or cancelled
|
(173,998 | ) | $ | 13.99 | ||||||||
Outstanding at March 31, 2013
|
1,212,286 | $ | 13.97 | 2.24 |
Number
of shares
|
Weighted- average
fair value
per share at grant date
|
Weighted-average remaining contractual term (in years)
|
||||||||||
Outstanding at March 31, 2012
|
511,864 | $ | 10.91 | 2.31 | ||||||||
Granted
|
384,563 | $ | 13.50 | |||||||||
Forfeited or Cancelled
|
(32,706 | ) | $ | 25.25 | ||||||||
Outstanding at March 31, 2013
|
863,721 | $ | 11.52 | 1.63 |
March 31,
2013
|
March 31,
2012
|
|||||||
Foreign currency translation
|
$ | 12,175 | $ | 14,664 | ||||
Unrealized loss on interest rate swap
|
(752 | ) | (1,063 | ) | ||||
$ | 11,423 | $ | 13,601 |
2013
|
2012
|
2011
|
||||||||||
Income from continuing operations
|
$ | 33,058 | $ | 29,129 | $ | 31,726 | ||||||
Income from discontinued operations
|
- | 19,388 | 2,351 | |||||||||
Stockholders’ equity:
|
||||||||||||
Tax impact of stock options, warrants and restricted stock
|
(357 | ) | 1,310 | 316 | ||||||||
$ | 32,701 | $ | 49,827 | $ | 34,393 |
2013
|
2012
|
2011
|
||||||||||
Current:
|
||||||||||||
U.S. Federal
|
$ | 32,782 | $ | 22,919 | $ | 10,860 | ||||||
Non-U.S.
|
716 | 295 | 176 | |||||||||
State
|
3,138 | 3,687 | 2,111 | |||||||||
36,636 | 26,901 | 13,147 | ||||||||||
Deferred:
|
||||||||||||
U.S. Federal
|
(3,874 | ) | 900 | 19,477 | ||||||||
Non-U.S.
|
(574 | ) | 2,359 | (264 | ) | |||||||
State
|
870 | (1,031 | ) | (634 | ) | |||||||
(3,578 | ) | 2,228 | 18,579 | |||||||||
Total
|
$ | 33,058 | $ | 29,129 | $ | 31,726 |
2013
|
2012
|
2011
|
||||||||||
U.S.
|
$ | 89,791 | $ | 100,051 | $ | 93,503 | ||||||
Non-U.S.
|
386 | (33,305 | ) | (93,615 | ) | |||||||
Total
|
$ | 90,177 | $ | 66,746 | $ | (112 | ) |
2013
|
2012
|
2011
|
||||||||||
Computed expected tax expense (benefit)
|
$ | 31,562 | $ | 23,361 | $ | (39 | ) | |||||
Increase (reduction) in income taxes resulting from:
|
||||||||||||
State income taxes, net of federal benefit
|
1,631 | 1,672 | 1,892 | |||||||||
Research, experimentation and other tax credits
|
(1,408 | ) | (518 | ) | (3,897 | ) | ||||||
Impairment of goodwill and intangibles not deductible for tax
|
- | 5,031 | 28,006 | |||||||||
Permanent differences between book and tax expense
|
(481 | ) | (9,507 | ) | (58 | ) | ||||||
Non-U.S. subsidiaries taxed at other than 35%
|
1,761 | 3,670 | 4,409 | |||||||||
Adjustment to valuation allowances
|
726 | 4,598 | 1,312 | |||||||||
Other, net
|
(733 | ) | 822 | 101 | ||||||||
$ | 33,058 | $ | 29,129 | $ | 31,726 |
2012
|
2011
|
|||||||
Computed expected tax expense (benefit)
|
$ | 18,650 | $ | 2,011 | ||||
Increase (reduction) in income taxes resulting from:
|
||||||||
State income taxes, net of federal benefit
|
737 | 187 | ||||||
Other, net
|
1 | 153 | ||||||
$ | 19,388 | $ | 2,351 |
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Accrued expenses not currently deductible for tax purposes
|
$ | 9,183 | $ | 11,228 | ||||
Revenue recognized for tax purposes in excess of revenue for financial reporting purposes
|
4,314 | 3,878 | ||||||
Net operating loss and tax credit carryforwards
|
45,746 | 51,153 | ||||||
Other
|
11,945 | 10,410 | ||||||
Total deferred tax assets
|
71,188 | 76,669 | ||||||
Less valuation allowance
|
35,981 | 39,083 | ||||||
Net deferred tax assets
|
35,207 | 37,586 | ||||||
Deferred tax liabilities:
|
||||||||
Intangible assets, principally due to differences in amortization
|
$ | (66,959 | ) | $ | (64,798 | ) | ||
Costs capitalized for financial reporting purposes in excess of amounts capitalized for tax purposes
|
(24,869 | ) | (26,072 | ) | ||||
Property and equipment, principally due to differences in depreciation
|
(17,702 | ) | (24,648 | ) | ||||
Total deferred tax liabilities
|
(109,530 | ) | (115,518 | ) | ||||
Net deferred tax liability
|
$ | (74,323 | ) | $ | (77,932 | ) |
(dollars in thousands)
|
2013
|
2012
|
2011
|
|||||||||
Balance at beginning of period
|
$ | 3,109 | $ | 3,043 | $ | 6,379 | ||||||
Additions based on tax positions related to the current year
|
342 | 189 | 360 | |||||||||
Reduction due to expiration of statute of limitations
|
- | (94 | ) | (3,460 | ) | |||||||
Adjustments to tax positions taken in prior years
|
195 | (29 | ) | (236 | ) | |||||||
Balance at end of period included in other liabilities
|
$ | 3,646 | $ | 3,109 | $ | 3,043 |
2013
|
2012
|
2011
|
||||||||||
United States
|
$ | 954,467 | $ | 969,961 | $ | 951,642 | ||||||
Foreign
|
||||||||||||
Europe
|
$ | 105,278 | $ | 118,278 | $ | 118,072 | ||||||
Asia/Pacific
|
34,876 | 36,158 | 32,282 | |||||||||
Other
|
4,738 | 6,227 | 11,759 | |||||||||
All Foreign
|
$ | 144,892 | $ | 160,663 | $ | 162,113 | ||||||
$ | 1,099,359 | $ | 1,130,624 | $ | 1,113,755 |
2013
|
2012
|
|||||||
United States
|
$ | 654,550 | $ | 678,044 | ||||
Foreign
|
||||||||
Europe
|
$ | 42,690 | $ | 54,241 | ||||
Asia/Pacific
|
28,139 | 26,900 | ||||||
Other
|
1,231 | 1,587 | ||||||
All Foreign
|
$ | 72,060 | $ | 82,728 | ||||
$ | 726,610 | $ | 760,772 |
Fiscal 2013
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Other current assets
|
$ | 13,771 | $ | - | $ | - | $ | 13,771 | ||||||||
Total assets
|
$ | 13,771 | $ | - | $ | - | $ | 13,771 | ||||||||
Liabilities:
|
||||||||||||||||
Other noncurrent liabilities
|
- | 752 | - | 752 | ||||||||||||
Total liabilities
|
$ | - | $ | 752 | $ | - | $ | 752 |
Fiscal 2012
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Other current assets
|
$ | 13,344 | $ | - | $ | - | $ | 13,344 | ||||||||
Total assets
|
$ | 13,344 | $ | - | $ | - | $ | 13,344 | ||||||||
Liabilities:
|
||||||||||||||||
Other noncurrent liabilities
|
- | 1,063 | - | 1,063 | ||||||||||||
Total liabilities
|
$ | - | $ | 1,063 | $ | - | $ | 1,063 |
2013
|
2012
|
2011
|
||||||||||
Revenue:
|
||||||||||||
Marketing and data services
|
$ | 767,738 | $ | 771,714 | $ | 736,105 | ||||||
IT Infrastructure management
|
275,469 | 291,525 | 302,630 | |||||||||
Other services
|
56,152 | 67,385 | 75,020 | |||||||||
Total revenue
|
$ | 1,099,359 | $ | 1,130,624 | $ | 1,113,755 | ||||||
Income (loss) from operations:
|
||||||||||||
Marketing and data services
|
$ | 80,513 | $ | 95,820 | $ | 87,254 | ||||||
IT Infrastructure management
|
29,330 | 24,988 | 24,467 | |||||||||
Other services
|
(5,114 | ) | (4,804 | ) | (2,270 | ) | ||||||
Corporate
|
(2,010 | ) | (30,441 | ) | (84,274 | ) | ||||||
Income from operations
|
$ | 102,719 | $ | 85,563 | $ | 25,177 | ||||||
Depreciation and amortization:
|
||||||||||||
Marketing and data services
|
$ | 52,782 | $ | 61,443 | $ | 69,428 | ||||||
IT Infrastructure management
|
60,042 | 66,497 | 67,876 | |||||||||
Other services
|
3,384 | 6,722 | 9,051 | |||||||||
Depreciation and amortization
|
$ | 116,208 | $ | 134,662 | $ | 146,355 | ||||||
Total assets:
|
||||||||||||
Marketing and data services
|
$ | 641,897 | $ | 665,029 | ||||||||
IT Infrastructure management
|
316,009 | 326,673 | ||||||||||
Other services
|
18,696 | 20,293 | ||||||||||
Corporate
|
211,104 | 220,782 | ||||||||||
Total assets
|
$ | 1,187,706 | $ | 1,232,777 |
(dollars in thousands except per-share amounts)
|
Quarter ended
June 30,
2012
|
Quarter ended September 30, 2012
|
Quarter ended December 31, 2012
|
Quarter ended
March 31,
2013
|
||||||||||||
Revenue
|
$ | 271,659 | $ | 277,467 | $ | 273,102 | $ | 277,131 | ||||||||
Gross profit
|
62,333 | 67,581 | 64,075 | 63,544 | ||||||||||||
Income from operations
|
25,424 | 30,208 | 26,898 | 20,189 | ||||||||||||
Net earnings
|
13,199 | 16,372 | 14,449 | 13,099 | ||||||||||||
Net earnings attributable to Acxiom
|
13,333 | 16,511 | 14,525 | 13,238 | ||||||||||||
Basic earnings per share:
|
||||||||||||||||
Net earnings
|
0.17 | 0.22 | 0.19 | 0.18 | ||||||||||||
Attributable to Acxiom stockholders
|
0.17 | 0.22 | 0.20 | 0.18 | ||||||||||||
Diluted earnings per share:
|
||||||||||||||||
Net earnings
|
0.17 | 0.21 | 0.19 | 0.17 | ||||||||||||
Attributable to Acxiom stockholders
|
0.17 | 0.21 | 0.19 | 0.18 |
(dollars in thousands except per-share amounts)
|
Quarter ended
June 30,
2011
|
Quarter ended September 30, 2011
|
Quarter ended December 31, 2011
|
Quarter ended
March 31,
2012
|
||||||||||||
Revenue
|
$ | 276,044 | $ | 286,432 | $ | 280,893 | $ | 287,255 | ||||||||
Gross profit
|
57,755 | 68,945 | 66,968 | 73,467 | ||||||||||||
Income from operations
|
20,704 | 27,051 | 15,518 | 22,290 | ||||||||||||
Earnings from discontinued operations, net of tax
|
916 | 1,138 | 814 | 31,031 | ||||||||||||
Net earnings
|
10,015 | 12,977 | 2,651 | 45,873 | ||||||||||||
Net earnings attributable to Acxiom
|
10,975 | 12,292 | 7,930 | 46,066 | ||||||||||||
Basic earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
0.11 | 0.15 | 0.02 | 0.19 | ||||||||||||
From discontinued operations
|
0.01 | 0.01 | 0.01 | 0.40 | ||||||||||||
Attributable to Acxiom stockholders
|
0.14 | 0.15 | 0.10 | 0.59 | ||||||||||||
Diluted earnings (loss) per share:
|
||||||||||||||||
From continuing operations
|
0.11 | 0.15 | 0.02 | 0.19 | ||||||||||||
From discontinued operations
|
0.01 | 0.01 | 0.01 | 0.39 | ||||||||||||
Attributable to Acxiom stockholders
|
0.13 | 0.15 | 0.10 | 0.58 | ||||||||||||
a.
|
Executive must onboard her replacement for the position of SVP and effectively transition her duties as SVP to her replacement by the end of the Retention Period;
|
b.
|
Executive must execute upon any new company structure introduced by the CEO, provided that, if a new structure is introduced, it is complete and actionable during the Retention Period; and
|
c.
|
Executive must create and carry out onboarding plans for any senior executives hired during the Retention Period, provided that, such positions are filled in a timely manner to permit on boarding during the Retention Period.
|
EXECUTIVE | ACXIOM CORPORATION | |
/s/ Cindy K. Childers | By: /s/ Scott E. Howe | |
Cindy Childers | Signed Name | |
12/12/2011 | Scott E. Howe | |
Date | ||
President & CEO | ||
Title | ||
12/14/2011 | ||
Date |
Performance Measure
|
Target
|
Operating Income
1
|
$87,000,000
|
Performance Goal
|
Target
|
|
Revenue
1
|
$802,200,000
|
Exhibit 10.27
|
|
1.1
|
Purpose of the Plan
|
1
|
|
1.2
|
Definitions
|
1
|
|
1.3
|
Construction
|
3
|
ARTICLE 2
|
ELIGIBILITY
|
3
|
|
2.1
|
Eligibility Requirements
|
3
|
|
2.2
|
Termination of Eligibility
|
3
|
ARTICLE 3
|
CONTRIBUTIONS TO THE PLAN
|
3
|
|
3.1
|
Participant Contributions
|
3
|
|
3.2
|
Matching Contributions
|
4
|
|
3.3
|
Establishing of Account
|
4
|
ARTICLE 4
|
ALLOCATION AND INVESTMENT
|
5
|
|
4.1
|
Allocation
|
5
|
|
4.2
|
Establishment of Trust
|
5
|
|
4.3
|
Allocation of Investment Earnings
|
5
|
ARTICLE 5
|
DETERMINATION OF PAYMENT OF ACCOUNT
|
5
|
|
5.1
|
Vesting of Account
|
5
|
|
5.2
|
Determination of Account
|
6
|
|
5.3
|
Timing of Payment
|
6
|
|
5.4
|
Unforeseeable Emergency
|
7
|
|
5.5
|
Payment Election
|
7
|
|
5.6
|
Distribution Delay for Specified Employees
|
8
|
|
5.7
|
Beneficiaries
|
8
|
ARTICLE 6
|
MISCELLANEOUS
|
8
|
|
6.1
|
Administration of the Plan
|
8
|
|
6.2
|
Claims
|
8
|
|
6.3
|
Amendment of the Plan
|
10
|
|
6.4
|
Termination of the Plan
|
11
|
|
6.5
|
Withholding
|
11
|
|
6.6
|
Domestic Relations Orders
|
11
|
|
6.7
|
Notices to Participants
|
12
|
|
6.8
|
Non-Alienation
|
12
|
|
6.9
|
Arbitration
|
12
|
|
6.10
|
Law Governing
|
12
|
|
6.11
|
Validity
|
12
|
|
6.12
|
Status of Participants
|
12
|
|
6.13
|
Effect on Successors in Interest
|
12
|
1.1
|
Purpose of the Plan
|
1.2
|
Definitions
|
(a)
|
Account
: All amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.
|
(b)
|
Account Balance
: At any time, the total of all amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.
|
(c)
|
Beneficiary
: The individual(s) and/or trust(s) entitled to receive benefits under the Plan upon the death of a Participant.
|
(d)
|
Code
: The Internal Revenue Code of 1986, as it may be amended from time to time, including any successor.
|
(e)
|
Compensation
: The total cash remuneration paid by the Employer during each Plan Year, as reported on Form W-2 or its subsequent equivalent, including bonuses, fees, commissions, amounts deferred under Code Sections 401(k) and 125, and amounts deferred under any other non-qualified program of salary reduction. Compensation hereunder shall not be subject to any limitations applicable to tax qualified plans, such as pursuant to Code Section 401(a)(17) or 415.
|
(f)
|
Disability
: A physical or mental condition of a Participant resulting from bodily injury, disease or mental disorder which renders him incapable of continuing his usual and customary employment with the Employer. The determination of Disability shall be made by a licensed physician chosen by the Employer.
|
(g)
|
Effective Date
: The original effective date was January 1, 2006. This amended and restated plan is effective January 1, 2009.
|
(h)
|
Eligible Employee
: A person employed by the Employer or by any member of a “controlled group” (as defined in Code Section 414(b)) or any entity under “common control” (as defined in Code Section 414(c)) who is a participant in the Retirement Savings Plan and who is a highly compensated employee within the meaning of Code Section 414(q) and the Department of Treasury regulations thereunder or any other person designated as a Participant in writing by the President of the Employer or the Employer’s Board of Directors whether by name, position or in any other matter; provided, however, such designated person is a member of the select group of management or a highly compensated employee within the meaning of Section 201 of the Employee Retirement Income Security Act of 1974 and the regulations and rulings promulgated thereunder by the Department of Labor.
|
(i)
|
Employer
: Acxiom Corporation, a corporation organized and existing under the laws of the State of Delaware, and any successor or successors.
|
(j)
|
Fiscal Year Compensation
: Compensation relating to a period of service coextensive with one or more consecutive tax years of the Employer, of which no amount is paid or payable during the Employer’s taxable year or years constituting the period of service (including, for example, a bonus based on the fiscal year but excluding base salary).
|
(k)
|
Participant
: An Eligible Employee who has met the requirements of Section 2.1 hereof, and whose participation has not been terminated.
|
(l)
|
Performance-Based Compensation
: Compensation that is paid contingent upon an Employee satisfying pre-established organization or individual performance criteria over a period of at least 12 months consistent with Section 409A of the Code and regulations promulgated thereunder.
|
(m)
|
Plan
: The Acxiom Corporation Non-Qualified Deferral Plan, as set forth herein, and as it may be amended from time to time.
|
(n)
|
Plan Year
: The twelve month period beginning on January 1 and ending on December 31 of each year.
|
(o)
|
Retirement Savings Plan
: The Acxiom Corporation Retirement Savings Plan.
|
(p)
|
Specified Employee
: Any employee or former employee (including any deceased employee) who, as of the date of such person’s termination of employment from the Employer, was an officer having annual compensation greater than the adjusted limit specified in Code Section 416(i) ($160,000 for 2009), a five-percent owner of the Employer or a one-percent owner of the Employer having annual compensation of more than $150,000. No more than 50 employees shall be treated as officers. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Specified Employee will be made in accordance with Code Sections 416(i) and 409A, including regulations and guidance issued thereunder.
|
(q)
|
Trust
: The irrevocable trust agreement executed by the Employer in connection with this Plan which shall hold the amounts contributed to this Plan, and which shall provide that its assets shall be subject to the claims of the Employer’s creditors.
|
1.3
|
Construction
|
2.1
|
Eligibility Requirements
|
2.2
|
Termination of Eligibility
|
3.1
|
Participant Contributions
|
3.2
|
Matching Contributions
|
|
(a)
|
50% of the Participant’s Salary Reduction Contributions withheld under Section 3.1 hereof plus the Participant’s Deferred Compensation withheld under the Retirement Savings Plan for such payroll period, which total shall not exceed six percent (6%) of the Participant’s total Compensation for the payroll period, minus
|
|
(b)
|
the matching contribution allocated to the Participant’s account under the Retirement Savings Plan on account of the amounts deferred under subsection (a).
|
3.3
|
Establishing of Account
|
4.1
|
Allocation
|
4.2
|
Establishment of Trust
|
4.3
|
Allocation of Investment Earnings
|
5.1
|
Vesting of Account
|
Years of Service
With the Employer
|
Vested Percentage
|
Less than 2
|
0%
|
2
|
20%
|
3
|
40%
|
4
|
60%
|
5
|
80%
|
6
|
100%
|
|
(a)
|
the Participant’s separation of service from the Employer at or after the first day of the month coincident with or next following the date on which the Participant attains age 65;
|
5.2
|
Determination of Account
|
5.3
|
Timing of Payment
|
|
(a)
|
Termination of Employment
. A Participant is entitled to payment of his vested Account Balance following the termination of his employment status with the Employer. The amount payable will be paid in the form elected by the Participant under Section 5.5. Payment will be made based on the Participant’s Account Balance as of the fifteenth day of the first full month following the month of the Participant’s termination. Payment on account of termination of employment will be made or begin within 90 days of the termination of employment.
|
|
(b)
|
Fixed Time
. A Participant may receive payment of benefits under the Plan for a Plan Year in the form and during the year specified by the Participant in his election under Section 5.5. Fixed time distributions will be made on January 31 of the year elected by the Participant based on the Participant’s Account Balance as of the 15
th
day of such January.
|
5.4
|
Unforeseeable Emergency
|
5.5
|
Payment Election
|
|
(a)
|
Distribution Forms
. Distribution of the balance credited to a Participant’s Account (to the extent vested) shall be made based upon the Participant’s distribution election in accordance with Section 5.5(b) in one of the following forms as elected by the Participant
:
|
|
(b)
|
Elections.
A Participant must elect the time of distribution pursuant to Section 5.3 and the form of distribution pursuant to Section 5.5(a) of his benefits for a particular Plan Year prior to the first day of that Plan Year, or within thirty (30) days of his initial entry into the Plan, if later. All such elections are irrevocable for the Plan Year for which made and shall remain in effect for all future Plan Years in which the Participant remains an Eligible Employee; however, the Participant may amend his election effective as of the first day of any subsequent Plan Year if the Participant executes such amendment prior to the first day of such Plan Year.
|
|
(c)
|
Change in Elections
.
Notwithstanding the foregoing, a Participant may alter the time or form of an election, but the change will not take effect until twelve (12) months after the date of the new election and the payment with respect to the changed election must be deferred for five years from the date such payment would otherwise have been first paid. Further, in the case of distributions under Section 5.3(b), the change must be made at least 12 months prior to the first day of the first payment.
|
5.6
|
Distribution Delay for Specified Employees
|
5.7
|
Beneficiaries
|
6.1
|
Administration of the Plan
|
6.2
|
Claims
|
|
(i)
|
In general.
In any case in which a claim for Plan benefits of Claimant is denied or modified, the Employer will notify such person of its decision in writing. Such notification will contain (a) specific reasons for the denial; (b) specific reference to pertinent plan provisions; (c) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary; and (d) information as to the Plan’s claim review procedure. Such notification will be given within 90 days after the claim is received by the Employer (or within 180 days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstances is given to such person within the initial 90-day period). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.
|
|
(ii)
|
Appeals
. Within 60 days after the date on which Claimant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which denial is considered to have occurred) such person (or his duly authorized representative) may (a) file a written request with the Employer for a review of his denied claim and of pertinent documents and (b) submit written issues and comments to the Employer. The Employer will notify Claimant of its decision in writing. Such notification will be written in a manner calculated to be understood by the Claimant and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the Employer (or within 120 days if special circumstances, such as an election by the Employer to hold a hearing, require an extension of time for processing the request, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). If the decision on review is not made within such period, the claim will be considered denied.
|
|
(b)
|
Disability Claims.
If a claim for benefit is based on the Participant’s Disability, the claim will be processed as specified in Section 6.2(a), except that the following additional rules shall apply:
|
|
(i)
|
Notice of Decision.
The Employer will notify the Claimant of his decision within 45 days of receipt of the claim. The 45-day period may be extended for an additional 30 days if the extension is necessary due to matters beyond the Employer’s control, and the Employer notifies the Claimant prior to the expiration of the initial 45-day period of the circumstances requiring the extension and the date by which the Employer expects to render a decision. The 30-day extension period can be extended for a second period of 30 days due to matters beyond the Employer’s control, provided the Employer again notifies the Claimant prior to the expiration of the first extension period in the same manner as the first extension. If the Claimant is asked to provide additional information so that the claim can be processed, the Claimant will have 45 days to provide the additional information. In the case of an adverse determination with respect to a claim, if an internal rule, guideline, protocol or other similar criterion was relied upon in making the decision the Employer will notify the Claimant of such reliance and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the Claimant upon written request.
|
|
(ii)
|
Review Procedures
. A Claimant will have 180 days following the receipt of an adverse determination involving a Disability benefit to request a review of the determination. If a review of the adverse decision is requested, the following shall apply:
|
|
(A)
|
No deference will be given to the initial decision and the review will be conducted by an appropriate individual who is neither the individual who made the initial decision nor a subordinate of that individual.
|
|
(B)
|
If the initial decision was based in whole or in part on a medical judgment, the appropriate individual will consult with a health care professional who has the appropriate training and experience in the field of medicine involved in the medical judgment.
|
|
(C)
|
The Employer will provide to the Claimant the identity of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse determination, without regard to whether the advice was relied on in making the determination.
|
|
(D)
|
Any health care professional engaged for purposes of reviewing the initial decision will be an individual who is neither an individual who was consulted in connection with the initial decision, nor a subordinate of that individual.
|
|
(E)
|
The Employer shall notify the Claimant of his decision on review within 45 days after the request for review is received, or within 90 days if special circumstances require an extension of time, the Claimant is given written notice of the extension with the first 45-day period, and the notice describes the special circumstances and indicates the date a decision is expected to be made.
|
6.3
|
Amendment of the Plan
|
6.4
|
Termination of the Plan
|
(a)
|
Corporate Dissolution or Bankruptcy
. If termination of the Plan is due to corporate dissolution or bankruptcy, the Employer may make an accelerated payment as allowed under Section 409A of the Code upon the later of the calendar year the Plan terminates, or the first calendar year in which payment is administratively practicable;
|
(b)
|
Change in Control
. If termination of the Plan is due to a change in control, as defined by Code Section 409A and the guidance thereunder, the Employer may make distributions during the period beginning 30 days prior to and ending 12 months following the change in control event; or
|
(c)
|
Termination in the Ordinary Course.
If the Employer terminates the Plan along with all other programs that would be aggregated with the Plan as provided in Code Section 409A and the guidance thereunder, and this termination is not proximate to a downturn in the financial health of the Employer, the Employer may make distributions no earlier than 12 months after and no later than 24 months after the termination of the Plan. Under this scenario, the Employer shall not adopt a new plan that would be aggregated with the Plan within three years after the termination.
|
6.5
|
Withholding
|
6.6
|
Domestic Relations Orders
|
6.7
|
Notices to Participants
|
6.8
|
Non-Alienation
|
6.9
|
Arbitration
|
6.10
|
Law Governing
|
6.11
|
Validity
|
6.12
|
Status of Participants
|
6.13
|
Effect on Successors in Interest
|
ATTEST: | ACXIOM CORPORATION | ||
/s/ Catherine L. Hughes
|
/s/ Cindy K. Childers, SVP - HR | ||
Secretary Catherine L. Hughes
|
Name and Title Cindy K. Childers, SVP - HR
|
||
3.2
|
Matching Contributions
|
|
(a)
|
A percentage of the Participant’s Salary Reduction Contributions withheld under Section 3.1 hereof plus the Participant’s Deferred Compensation withheld under the Retirement Savings Plan as determined by the Board of Directors of the Employer or a properly authorized committee of the Board for the Plan Year, minus
|
|
(b)
|
the matching contribution allocated to the Participant’s account under the Retirement Savings Plan on account of the amounts deferred under subsection (a).
|
ACXIOM CORPORATION
|
||||
A ttest: /s/ Catherine L. Hughes |
By /s/ Cindy K. Childers
|
|||
Name Cindy K. Childers | ||||
Title Senior Vice President - Human Resources |
|
1.1
|
Purpose of the Plan
|
1
|
|
1.2
|
Definitions
|
1
|
|
1.3
|
Construction
|
3
|
ARTICLE 2
|
ELIGIBILITY
|
3
|
|
2.1
|
Eligibility Requirements
|
3
|
|
2.2
|
Termination of Eligibility
|
3
|
ARTICLE 3
|
CONTRIBUTIONS TO THE PLAN
|
3
|
|
3.1
|
Participant Contributions
|
3
|
|
3.2
|
Employer Discretionary Contributions
|
3
|
|
3.3
|
Employer Matching Contributions
|
3
|
|
3.4
|
Establishing of Account
|
4
|
ARTICLE 4
|
ALLOCATION AND INVESTMENT
|
4
|
|
4.1
|
Allocation
|
4
|
|
4.2
|
Establishment of Trust
|
4
|
|
4.3
|
Allocation of Investment Earnings
|
4
|
ARTICLE 5
|
DETERMINATION OF PAYMENT OF ACCOUNT
|
5
|
|
5.1
|
Vesting of Account
|
5
|
|
5.2
|
Determination of Account
|
5
|
|
5.3
|
Timing of Payment
|
5
|
|
5.4
|
Unforeseeable Emergency
|
6
|
|
5.5
|
In-Service Distribution
|
6
|
|
5.6
|
Payment Election
|
6
|
|
5.7
|
Distribution Delay for Specified Employees
|
8
|
|
5.8
|
Beneficiaries
|
8
|
ARTICLE 6
|
MISCELLANEOUS
|
8
|
|
6.1
|
Administration of the Plan
|
8
|
|
6.2
|
Claims
|
8
|
|
6.3
|
Amendment of the Plan
|
10
|
|
6.4
|
Termination of the Plan
|
11
|
|
6.5
|
Withholding
|
11
|
|
6.6
|
Domestic Relations Order
|
11
|
|
6.7
|
Notices to Participants
|
11
|
|
6.8
|
Non-Alienation
|
12
|
|
6.9
|
Arbitration
|
12
|
|
6.10
|
Law Governing
|
12
|
|
6.11
|
Validity
|
12
|
|
6.12
|
Status of Participants
|
12
|
|
6.13
|
Effect on Successors in Interest
|
12
|
(a)
|
Account
: All amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.
|
(b)
|
Account Balance
: At any time, the total of all amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.
|
(c)
|
Beneficiary
: The individual(s) and/or trust(s) entitled to receive benefits under the Plan upon the death of a Participant.
|
(d)
|
Code
: The Internal Revenue Code of 1986, as it may be amended from time to time, including any successor.
|
(e)
|
Compensation
: The total cash remuneration paid by the Employer during each Plan Year, as reported on Form W-2 or its subsequent equivalent, including bonuses, fees, commissions, amounts deferred under Code Sections 401(k) and 125, and amounts deferred under any other non-qualified program of salary reduction. Compensation hereunder shall not be subject to any limitations applicable to tax qualified plans, such as pursuant to Code Section 401(a)(17) or 415.
|
(g)
|
Effective Date
: The original effective date was December 1, 1995. This amended and restated plan is effective January 1, 2009.
|
(h)
|
Eligible Employee
: A person employed by the Employer or by any member of a “controlled group” (as defined in Code Section 414(b)) or any entity under “common control” (as defined in Code Section 414(c)) who is a participant in the Non-Qualified Deferral Plan.
|
(i)
|
Employer
: Acxiom Corporation, a corporation organized and existing under the laws of the State of Delaware, and any successor or successors.
|
(j)
|
Non-Qualified Deferral Plan
: The Acxiom Corporation Non-Qualified Deferral Plan.
|
(k)
|
Participant
: An Eligible Employee who has met the requirements of Section 2.1 hereof, and whose participation has not been terminated.
|
(l)
|
Plan
: The Acxiom Corporation Non-Qualified Matching Contribution Plan, as set forth herein, and as it may be amended from time to time.
|
(m)
|
Plan Year
: The twelve month period beginning on January 1 and ending on December 31 of each year.
|
(n)
|
Retirement Savings Plan
: The Acxiom Corporation Retirement Savings Plan.
|
(o)
|
Salary Reduction Contributions
: The amount the Employer contributes to the Non-Qualified Deferral Plan which represents a Participant’s elective deferral of compensation under that plan.
|
(p)
|
Service
: The period of a Participant’s employment considered in the calculation of the vested amount of his benefits. A Participant’s Service shall be determined in twelve (12) month periods, commencing with the twelve (12) month period that begins on his date of hire with the Employer, and thereafter based on Plan Years, including the Plan Year within which falls his date of hire. During such twelve (12) month periods, a Year of Service will be granted if the Participant completes at least one thousand (1,000) Hours of Service. An Hour of Service is each hour for which the Participant is paid by virtue of his employment with the Employer, including hours paid but not worked (other than hours for which payment is made or due under any plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws), and including hours completed prior to the date he actually becomes a Participant hereunder.
|
(q)
|
Specified Employee
: Any
employee
or former employee (including any deceased employee) who, as of the date of such person’s termination of employment from the Employer, was an officer having annual compensation greater than the adjusted limit specified in Code Section 416(i) ($160,000 for 2009), a five-percent owner of the Employer or a one-percent owner of the Employer having annual compensation of more than $150,000. No more than 50 employees shall be treated as officers. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Specified Employee will be made in accordance with Code Sections 416(i) and 409A, including regulations and guidance issued thereunder.
|
(r)
|
Trust
: The irrevocable trust agreement executed by the Employer in connection with this Plan which shall hold the amounts contributed to this Plan, and which shall provide that its assets shall be subject to the claims of the Employer’s creditors.
|
|
(a)
|
50% of the Participant’s Salary Reduction Contributions withheld under the Non-Qualified Deferral Plan plus the Participant’s Deferred Compensation withheld under the Retirement Savings Plan for such payroll period, which total shall not exceed six percent (6%) of the Participant’s total Compensation for the payroll period, minus
|
|
(b)
|
the matching contribution allocated to the Participant’s account under the Retirement Savings Plan on account of the amounts deferred under subsection (a).
|
Years of Service
With the Employer
|
Vested Percentage
|
1
|
0%
|
2
|
20%
|
3
|
40%
|
4
|
60%
|
5
|
80%
|
6
|
100%
|
|
(a)
|
Upon the termination of employment of the Participant on or after the first day of the month coincident with or next following the date on which the Participant attains age 65;
|
|
(b)
|
Upon a determination of Disability in accordance with Section 1.2(f) hereof while the Participant is employed by the Employer; or
|
|
(c)
|
Upon the Participant’s death while the Participant is employed by the Employer.
|
|
(a)
|
Termination of Employment
. A Participant is entitled to payment of his vested Account Balance following the termination of his employment status with the Employer. The amount payable will be paid in the form elected by the Participant under Section 5.6.
Payment shall be made based on
the
Participant’s Account Balance as of the fifteenth day of the first full month following the month of the Participant’s termination. Payment on account of termination of employment will be made or begin within 90 days of the termination of employment.
|
|
(b)
|
Fixed Time
. Effective for amounts that accrue and become earned and vested on or after January 1, 2005, a Participant may receive payment of benefits under the Plan for a Plan Year during the year and in the form specified by the Participant in his election under Section 5.6. Fixed time distributions will be made on January 31 of the year elected by the Participant based on the Participant’s Account Balance as of the 15
th
day of such January.
|
|
(
a
)
|
Distribution
Elections
. Except as provided in Section 5.6(b), distribution of the balance credited to a Participant’s
Account
(to the extent vested) shall be made based upon the Participant’s distribution election in accordance with Section 5.6(c) in one of the following forms as elected by the Participant:
|
|
(i
)
|
a lump sum
payment
comprising a complete distribution of the vested balance credited to the Participant’s Account;
|
|
(b)
|
Grandfathered Elections.
With respect to amounts credited under the Plan that accrued and became vested and earned prior to January 1, 2005, a Participant or Beneficiary entitled to payment will receive, based on the Participant’s irrevocable election made prior to each Plan Year, a single lump sum payment in cash, equal annual installment payments over a period of years elected by the Participant and/or an equivalent annuity. If an annuity is elected, it shall be purchased from a commercial insurer, based upon the single lump sum that would otherwise be paid, net of all costs of acquiring the annuity, in a form as available from such insurer, and based on the applicable market rates at that time.
|
|
Via written election not to become effective until the end of the Plan Year following the Plan Year in which the election is made, the Participant may change his election of the form of payment if the Participant has not terminated his employment and if the payments under the Plan are not due and ascertainable in amount as of the date of the election. Notwithstanding the foregoing, an election executed by a Participant prior to his termination of employment may become effective after his termination of employment, in which case any distribution required to be made prior to the effective date of the new election will be made consistent with the original election and the changed election will apply to any portion of the Participant’s Account not distributed under the original election consistent with the changed election.
|
|
(c)
|
Non-Grandfathered Elections.
With respect to amounts credited under the Plan that accrue and become vested and earned after December 31, 2004, a Participant must elect the time of distribution pursuant to Section 5.3 and the form of distribution pursuant to Section 5.6(a), of his benefits for a particular Plan Year prior to the first day of that Plan Year, or within thirty (30) days of his initial entry into the Plan, if later. All such elections shall remain in effect for all future Plan Years in which the Participant remains an Eligible Employee; however, the Participant may amend his election effective as of the first day of any subsequent Plan Year if the Participant executes such amendment prior to the first day of such Plan Year.
|
|
(d)
|
Change in Elections
.
Notwithstanding the foregoing, a Participant may alter the time or form of an election, but the change will not take effect until twelve (12) months after the date of the new election and the payment with respect to the changed election must be deferred for five years from the date such payment would otherwise have been first paid. Further, in the case of distributions under Section 5.3(b), the change must be made at least 12 months prior to the first day of the payment.
|
5.7
|
Distribution Delay for Specified Employees
|
6.2
|
Claims
|
|
(i)
|
In general.
In any case in which a claim for Plan benefits of Claimant is denied or modified, the Employer will notify such person of its decision in writing. Such notification will contain (a) specific reasons for the denial; (b) specific reference to pertinent plan provisions; (c) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary; and (d) information as to the Plan’s claim review procedure. Such notification will be given within 90 days after the claim is received by the Employer (or within 180 days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstances is given to such person within the initial 90-day period). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.
|
|
(ii)
|
Appeals
. Within 60 days after the date on which Claimant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which denial is considered to have occurred) such person (or his duly authorized representative) may (a) file a written request with the Employer for a review of his denied claim and of pertinent documents and (b) submit written issues and comments to the Employer. The Employer will notify Claimant of its decision in writing. Such notification will be written in a manner calculated to be understood by the Claimant and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the Employer (or within 120 days if special circumstances, such as an election by the Employer to hold a hearing, require an extension of time for processing the request, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). If the decision on review is not made within such period, the claim will be considered denied.
|
|
(b)
|
Disability Claims.
If a claim for benefit is based on the Participant’s Disability, the claim will be processed as specified in Section 6.2(a), except that the following additional rules shall apply:
|
|
(i)
|
Notice of Decision.
The Employer will notify the Claimant of his decision within 45 days of receipt of the claim. The 45-day period may be extended for an additional 30 days if the extension is necessary due to matters beyond the Employer’s control, and the Employer notifies the Claimant prior to the expiration of the initial 45-day period of the circumstances requiring the extension and the date by which the Employer expects to render a decision. The 30-day extension period can be extended for a second period of 30 days due to matters beyond the Employer’s control, provided the Employer again notifies the Claimant prior to the expiration of the first extension period in the same manner as the first extension. If the Claimant is asked to provide additional information so that the claim can be processed, the Claimant will have 45 days to provide the additional information. In the case of an adverse determination with respect to a claim, if an internal rule, guideline, protocol or other similar criterion was relied upon in making the decision the Employer will notify the Claimant of such reliance and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the Claimant upon written request.
|
|
(ii)
|
Review Procedures
. A Claimant will have 180 days following the receipt of an adverse determination involving a Disability benefit to request a review of the determination. If a review of the adverse decision is requested, the following shall apply:
|
|
(A)
|
No deference will be given to the initial decision and the review will be conducted by an appropriate individual who is neither the individual who made the initial decision nor a subordinate of that individual.
|
|
(B)
|
If the initial decision was based in whole or in part on a medical judgment, the appropriate individual will consult with a health care professional who has the appropriate training and experience in the field of medicine involved in the medical judgment.
|
|
(C)
|
The Employer will provide to the Claimant the identity of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse determination, without regard to whether the advice was relied on in making the determination.
|
|
(D)
|
Any health care professional engaged for purposes of reviewing the initial decision will be an individual who is neither an individual who was consulted in connection with the initial decision, nor a subordinate of that individual.
|
|
(E)
|
The Employer shall notify the Claimant of his decision on review within 45 days after the request for review is received, or within 90 days if special circumstances require an extension of time, the Claimant is given written notice of the extension with the first 45-day period, and the notice describes the special circumstances and indicates the date a decision is expected to be made.
|
(a)
|
Corporate Dissolution or
Bankruptcy
. If termination of the
Plan
is due to corporate dissolution or bankruptcy, the Employer may make an accelerated payment as allowed under Section 409A of the Code upon the later of the calendar year the Plan terminates, or the first calendar year in which payment is administratively practicable;
|
(b)
|
Change in
Control
. If termination of the Plan is due to a
change
in control, as defined by Code Section 409A and the guidance thereunder, the Employer may make distributions during the period beginning 30 days prior to and ending 12 months following the change in control event; or
|
(c)
|
Termination in the
Ordinary
Course.
If the Employer terminates the Plan along with all other programs that would be aggregated with the Plan as provided in Code Section 409A and the guidance thereunder, and this termination is not proximate to a
downturn
in the financial health of the Employer, the Employer may make distributions no earlier than 12 months after and no later than 24 months after the termination of the Plan. Under this scenario, the Employer shall not adopt a new plan that would be aggregated with the Plan within three years after the termination.
|
ATTEST: | ACXIOM CORPORATION | ||
/s/ Catherine L. Hughes | /s/ Cindy K. Childers, SVP - HR | ||
Secretary Catherine L. Hughes
|
Name and Title Cindy K. Childers, SVP - HR
|
||
|
(a)
|
A percentage of the Participant’s
Salary Reduction Contributions withheld under the Non-Qualified Deferral Plan
plus the Participant’s Deferred Compensation withheld under the Retirement Savings Plan as determined by the Board of Directors of the Employer or a properly authorized committee of the Board for the Plan Year, minus
|
|
(b)
|
the matching contribution allocated to the Participant’s account under the Retirement Savings Plan on account of the amounts deferred under subsection (a).
|
/s/ Catherine L. Hughes | By /s/ Cindy K. Childers | ||
Name Cindy K. Childers | |||
Title Senior Vice President - Human Resources |
Signed: /s/ John L. Battelle | ||
Name: JOHN L. BATTELLE, Director
|
|
|
Signed: /s/ Timothy R. Cadogan | ||
Name: TIMOTHY R. CADOGAN, Director
|
|
|
Signed: /s/ William T. Dillard II | ||
Name: WILLIAM T. DILLARD II, Director
|
|
|
Signed: /s/ Richard P. Fox | ||
Name: RICHARD P. FOX, Director
|
|
|
Signed: /s/ Jerry D. Gramaglia | ||
Name:
JERRY D. GRAMAGLIA, Director
(Non-Executive Chairman of the Board)
|
|
|
Signed: /s/ Ann Die Hasselmo | ||
Name: ANN DIE HASSELMO, Director
|
|
|
Signed: /s/ William J. Henderson | ||
Name: WILLIAM J. HENDERSON, Director
|
|
|
Signed: /s/ Scott E. Howe | ||
Name: SCOTT E. HOWE, Director and Chief Executive Officer
(principal executive officer)
|
|
|
Signed:
/s/
Clark M. Kokich
|
||
N
ame: CLARK M. KOKICH, Director
|
|
|
Signed: /s/ Kevin M. Twomey | ||
Name: KEVIN M. TWOMEY, Director |
|
1.
|
I have reviewed this annual report on Form 10-K
of Acxiom Corporation;
|
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 our supervision, 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.
|
Dated: May 29, 2013
|
By:
|
/s/ Scott E. Howe
|
Scott E. Howe
Chief Executive Officer & President
|
1.
|
I have reviewed this annual report on Form 10-K
of Acxiom Corporation;
|
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;
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3.
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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;
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4.
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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:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Dated: May 29, 2013
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By:
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/s/ Warren C. Jenson
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Warren C. Jenson
Chief Financial Officer & Executive Vice President
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