Acxiom 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004.
OR
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from_____________to_________________________
Commission File Number 0-16163
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
Acxiom Corporation
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Acxiom Corporation
1 Information Way
Little Rock, AR 72202
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2004 and 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Table of Contents
Page
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Benefits - December 31, 2004 and 2003 2
Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2004 3
Notes to Financial Statements 4
Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2004 9
All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 are omitted as they are inapplicable or not required.
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Acxiom Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Acxiom Corporation Retirement Savings
Plan (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for
the year ended December 31, 2004. These financial statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available
for benefits of the Acxiom Corporation Retirement Savings Plan as of December 31, 2004 and 2003, and the changes in net assets
available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) is presented for purposes of additional analysis and is not a required
part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is
the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ KPMG LLP
Dallas, Texas
April 29, 2005
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
2004 2003
------------------- -------------------
Assets:
Investments, at fair value (note 3):
Acxiom Corporation common stock $ 85,390,879 67,060,591
Other common stock 866,875 191,080
Mutual funds 137,945,888 115,638,864
Common collective trust fund 20,960,329 15,186,509
Participant notes receivable 4,689,578 4,134,215
------------------- -------------------
Total investments 249,853,549 202,211,259
Cash ___ 84,208
------------------ -------------------
Net assets available for benefits (note 8) $ 249,853,549 202,295,467
=================== ===================
See accompanying notes to financial statements.
2
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2004
Additions to net assets attributed to:
Investment income:
Dividends $ 4,322,860
Interest 304,435
Net assets transferred from other plans (note 1) 1,434,553
Net appreciation in fair value of investments (note 3) 41,025,259
------------------
47,087,107
------------------
Contributions:
Participants 15,924,094
Employer, net of $1,350,096 of forfeitures 3,887,431
------------------
19,811,525
------------------
Total additions 66,898,632
------------------
Deductions from net assets attributed to:
Plan expenses 19,571
Distribution of benefits 19,320,979
------------------
Total deductions 19,340,550
------------------
Net increase in net assets available for benefits 47,558,082
Net assets available for benefits, beginning of year 202,295,467
------------------
Net assets available for benefits, end of year $ 249,853,549
==================
See accompanying notes to financial statements.
3
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(1) Plan Description
The following description of the Acxiom Corporation Retirement Savings Plan (the Plan) provides only general
information. Participants should refer to the Plan agreement (the Agreement) for a more complete description of the Plan's
provisions.
(a) General
The Plan is a defined contribution Plan covering substantially all employees of Acxiom Corporation and its
domestic subsidiaries (Acxiom, the Company or the Employer). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
(b) Contributions
The Plan includes a 401(k) provision whereby each non-highly compensated participant may defer up to 30% of
annual compensation not to exceed limits determined under Section 415(c) of the Internal Revenue Code (IRC).
Deferrals for highly compensated participants are limited to meet nondiscrimination requirements of the IRC and are
currently limited to 6% of annual compensation.
The Plan has historically provided a matching contribution of 50% of deferrals for deferrals up to 6% (maximum
matching contribution of 3%). During 2003 the Plan was amended to allow the Company to provide discretionary instead
of mandatory matching contributions. From August 1, 2003 until October 31, 2003, the discretionary matching
contribution was suspended. On November 1, 2003, the discretionary matching contribution was reinstated at the level
of 25% for deferrals up to 6% (maximum matching contribution of 1.5%). During the 2004 plan year, March 1, 2004, the
discretionary match was increased back to its prior level of 50% of 6%, for a maximum 3.0%.
Participant contributions to the Plan are invested as directed by participants into various investment options.
The Company's matching contributions are made with Acxiom common stock and are recorded based on the fair value
of the common stock at the date contributed. During the years ended December 31, 2004 and 2003 the Company
contributed 228,488 and 142,481 shares, respectively, of Acxiom common stock. Immediately upon deposit into the
Plan, the match shares are 100% diversifiable, at the election of the Participant, among the other investment options
with the Plan.
Certain fees for attorneys, accountants, and Plan administration have been paid by the Company during the year
ended December 31, 2004. The Company may continue to pay these fees in the future, if it so chooses; otherwise,
fees will be paid out of the trust of the Plan.
(c) Participant Accounts
Each participant's account is credited with the participant's contribution, the Company's matching contribution,
and discretionary contributions, if any, and is adjusted for investment income/losses. Allocations of income/losses
are made according to formulas specified in the Agreement based on participant compensation or account balances.
The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested
account.
4
(d) Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000
or 50% of their vested account balance. Loans are repayable through payroll deductions ranging up to five years
unless the loan is for the purchase of a primary residence, in which case the loan can be repaid over ten years.
The loans are secured by the balance in the participant's account and bear interest at the prime rate in effect
at the date of the loan plus 2%. The interest rates on outstanding participant loans at December 31, 2004 and 2003
range from 6.0% to 11.5%.
(e) Vesting
Participants are immediately vested in their voluntary contributions and the earnings thereon. Participants are
vested in the remainder of their accounts based on years of service, whereby partial vesting occurs in 20% increments
beginning after two years of service until participants become fully vested after six years of service. If
applicable, nonvested portions of Company contributions are forfeited as of an employee's termination date and
are used to reduce future Company matching contributions or to pay Plan expenses.
At December 31, 2004 and 2003, forfeited nonvested accounts totaled $854,378 and $431,925, respectively. These
accounts will be used to reduce future Employer contributions. During 2004 $1,552,062 of participants' accounts
were forfeited and Employer contributions were reduced by $1,350,096 from forfeited nonvested accounts. During
2004 the forfeiture account balance was also increased by $220,487 on the fair market value of the investments held
in the account.
(f) Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in any of 18 mutual funds and one
common collective trust fund currently offered by T. Rowe Price Investment Services, Inc. (T. Rowe Price) (see
note 4). In addition, participants have the option to open a self-directed brokerage account with T. Rowe Price in
order to invest in numerous other stocks, bonds, and mutual funds. Acxiom common stock is also an investment
option for employee contributions. For the years ended December 31, 2004 and 2003, employee contributions to the
Acxiom common stock fund were $216,858 and $158,601, respectively.
The Plan's investment in the T. Rowe Price Stable Value Fund (the Fund), a common trust fund, holds
substantial investments in guaranteed investment contracts, bank investment contracts, and synthetic investment
contracts. The value of the Fund reflects the value of the underlying contracts, which consist of changes in
principal value, reinvested dividends and capital gains distributions, and approximate fair market value. The
stated interest rates of the contracts vary and the average yield for the year ended December 31, 2004 was 4.40%
after expenses.
The Plan's investment in the T. Rowe Price Equity Index Trust (the Trust), a common trust fund, holds
substantial investments in common stocks of companies that comprise the S&P Index. The returns from the
investments vary and the average yield for the year ended December 31, 2004 was 10.94% after expenses.
5
(g) Withdrawals and Payment of Benefits
Benefits paid upon retirement, death, or disability are made in the form of a lump-sum payment of cash or common
stock of the Company. If a participant receives benefits prior to retirement, death, or disability, the benefits paid
from the participant's Employer contribution account shall not exceed the participant's vested balance therein.
(h) Net Assets Transferred from Other Plans
On March 31, 2004, the account balances of all current participants in the Computer Graphics of Arizona Retirement
Plan and Trust (CG 401(k) Plan) were transferred to the Plan. The sum of the participant account balances in
each Plan equaled the fair market value of the Plan (determined as of the date of the merger). Immediately after the
merger, each participant in the merged Plan had an account balance equal to the sum of the account balances he
or she had in the Plans immediately prior to the merger. Separate accounts for the affected participants shall be
established under the Plan to receive and account for the merged CG 401(k) account. There were no reductions
of accrued benefits to participants as a result of the merger.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of additions to and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
(c) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, based upon quoted market prices, except for participant
notes receivable, which are stated at unpaid principal balance, which approximates fair value. Purchases and
sales of securities and related income are recorded on a trade date basis.
The Plan provides for investment in investment securities that, in general, are exposed to various risks, such
as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain
investment securities, changes can materially affect the amounts reported in the statements of net assets available
for benefits.
(d) Payment of Benefits
Benefits are recorded when paid.
6
(3) Investments
The fair value of the individual investments held by the Plan is as follows:
2004 2003
----------------------------------- -----------------------------------
Number of Number of
shares or shares or
units Fair value units Fair value
---------------- ----------------- ----------------- ----------------
Acxiom common stock 3,246,801 $ 85,390,879 * 3,599,602 $ 67,060,591 *
Other common stock 866,875 191,080
Mutual funds:
** T. Rowe Price Equity Income
Fund 884,421 23,516,751 * 803,035 19,401,323 *
** T. Rowe Price Balanced Fund 969,011 19,089,526 * 932,819 17,173,203 *
** T. Rowe Price Growth Stock
Fund 777,127 20,725,990 * 773,103 18,809,597 *
** T. Rowe Price Small-Cap
Value Fund 453,771 16,190,559 * 388,226 11,409,965 *
** T. Rowe Price Mid-Cap
Growth Fund 391,127 19,509,410 * 359,851 15,437,602 *
** Other funds 38,913,652 33,407,174
----------------- ----------------
Total mutual funds 137,945,888 115,638,864
----------------- ----------------
Common collective trust funds:
** T. Rowe Price Stable Value
Fund 16,274,040 16,274,040 * 15,186,509 15,186,509 *
** T. Rowe Price Equity
Index Trust 137,146 4,686,289 ____ ____
Participant notes receivable
(6.0% - 11.5%) 4,689,578 4,134,215
----------------- ----------------
Total investments $ 249,853,549 $ 202,211,259
================= ================
* Represents 5% or more of total assets available for benefits.
** All T. Rowe Price Funds are a party in interest. Other Funds consist of various investments
including T. Rowe Price Funds in the amount of $27,400,367 for 2004 and $32,962,682 for 2003.
During 2004, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value
as follows:
Acxiom common stock $ 23,286,298
Other common stock 70,151
Mutual funds 17,668,810
-------------------
$ 41,025,259
===================
7
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(4) Plan Administration
The Plan is administered by the Company. During 2004 and 2003 participant records and assets have been maintained by T.
Rowe Price Trust Company as recordkeeper and trustee (see note 6).
(5) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated July 21, 2003 that the Plan is
designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination
letter. The Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the IRC.
(6) Parties in Interest
All investment transactions were executed with T. Rowe Price Trust Company, the Plan's trustee and recordkeeper, which is a
party in interest. During 2004 and 2003, total fees paid to T. Rowe Price were $19,569 and $19,519, respectively.
(7) Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the provisions of ERISA. Upon complete discontinuance of
contributions, termination, or partial termination of the Plan, participants will become 100% vested in their accounts,
in which event the value of such accounts shall be distributed as provided in the Plan.
(8) Reconciliation to Form 5500
Participant directed brokerage accounts are reported in the aggregate on Form 5500 but are classified according to
investment type in the statements of net assets available for benefits. As of December 31, 2004 and 2003, participant-
directed brokerage accounts included $0 and $444,492 of mutual fund investments and $0 and $191,080 of common stock
investments, respectively.
8
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
Identity of issuer, borrower, Current
lessor, or similar party Description Shares Cost value
_________________________________________________________________________________________________________________________
* Acxiom Corporation Common stock 3,246,801 $ 32,531,030 85,390,879
Participant Directed Investments Tradelink Investments 866,875 866,875 866,875
* T. Rowe Price Mutual funds:
PIMCO Total Return Admin. 58,299 635,001 622,050
American Growth Fund
of America 105,486 2,474,702 2,888,195
Retirement Income Fund 447 5,415 5,483
Retirement 2005 Fund 10,030 100,636 106,020
Retirement 2010 Fund 7,091 94,263 99,562
Retirement 2015 Fund 52,516 541,447 564,019
Retirement 2020 Fund 32,879 456,121 489,570
Retirement 2025 Fund 40,279 404,044 438,634
Retirement 2030 Fund 49,601 713,416 768,823
Retirement 2035 Fund 33,521 331,537 366,053
Retirement 2040 Fund 34,884 499,600 543,145
American Funds Europacific
Growth 178,395 5,548,532 6,356,225
J P Morgan Mid-Cap Value, A 74,686 1,543,242 1,646,815
Growth Stock Fund 777,127 20,513,119 20,725,990
New Horizons Fund 331,688 7,887,425 9,698,552
Small-Cap Value Fund 453,771 11,103,378 16,190,559
Mid-Cap Growth Fund 391,127 15,303,834 19,509,410
Balanced Fund 969,011 16,837,578 19,089,526
Equity Income Fund 884,421 20,862,177 23,516,751
Spectrum Income Fund 624,536 6,999,373 7,550,636
Spectrum Growth Fund 401,296 5,988,360 6,769,870
______________
Total mutual funds 137,945,888
* T. Rowe Price Common collective trust fund 16,411,186 20,537,176 20,960,329
* Participant notes receivable, loans to participants, interest rates range from 6.0% - 11.5% 4,689,578
______________
Total investments $ 249,853,549
===============
* Indicates a party in interest.
See accompanying report of independent registered public accounting firm.
9
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, Acxiom Corporation has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
Acxiom Corporation
As Sponsor and Administrator of the
Acxiom Corporation Retirement Savings Plan
Date: June 29, 2005 By: /s/ Rodger S. Kline
______________________________
Rodger S. Kline
Chief Finance and Administration Leader
10
Exhibit Index
Exhibit 23.1 Consent of KPMG LLP