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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 of 1934
For the fiscal year ended December 31, 2001.
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, 2001 and 2000
(With Independent Auditors' Report Thereon)
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits - December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2001 3
Notes to Financial Statements 4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9
All other schedules are omitted because there is no information to report.
i
Independent Auditors' Report
The Plan Administrator
Acxiom Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits of Acxiom Corporation Retirement Savings Plan
as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended
December 31, 2001. 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 auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended
December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.
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 the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing procedures applied in the 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
July 11, 2002
1
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2001 and 2000
2001 2000
----------------------- --------------------
Assets
Investments, at fair value:
Acxiom Corporation common stock $ 68,661,909 155,744,946
Other common stock 133,802 --
Mutual funds 90,627,544 91,051,874
Common collective trust 14,513,103 12,992,607
Participant notes receivable 4,294,669 4,195,667
----------------------- --------------------
Total investments 178,231,027 263,985,094
Cash 2,339 4,081
Escrow receivable (note 7) 102,060 227,473
----------------------- --------------------
Net assets available for benefits $ 178,335,426 264,216,648
======================= ====================
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, 2001
Additions to net assets attributed to:
Investment income:
Dividends $ 3,701,523
Interest 427,211
--------------------
4,128,734
--------------------
Contributions:
Participants 15,415,228
Employer, net of $871,180 of forfeitures 4,384,378
--------------------
19,799,606
--------------------
Total additions 23,928,340
Deductions from net assets attributed to:
Net depreciation in fair value of investments (note 3) $ (90,003,486)
Net depreciation in fair value of escrow receivable (note 7) (125,413)
Distribution of benefits (19,680,663)
--------------------
Total deductions (109,809,562)
Net decrease (85,881,222)
Net assets available for benefits:
Beginning of year 264,216,648
--------------------
End of year $ 178,335,426
====================
See accompanying notes to financial statements.
3
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(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 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 "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 (22% prior to May 1, 2001), not to exceed limits determined under Section
415(c) of the Internal Revenue Code (the "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 requires the Company to make a matching contribution equal to 50% of the amount of each
participant's deferred compensation up to 6% of total compensation (maximum matching contribution is
3% of total compensation). The Plan also allows the Company to make a discretionary contribution as
determined by the Board of Directors.
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 year ended
December 31, 2001, the Company contributed 338,789 shares of Acxiom common stock.
All fees for attorneys, accountants and Plan administration have been paid by the Company during the
year ended December 31, 2001. The Company may continue to pay these fees in the future, if it so
chooses; otherwise, fees will be paid out of the trust fund for 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 contributions are made according to formulas specified in the Plan 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.
(Continued)
4
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(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%
(6.75% and 9.5% at December 31, 2001 and 2000, respectively). The interest rate on outstanding
participant loans at December 31, 2001 ranges from 7.0% 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.
At December 31, 2001 and 2000, forfeited nonvested accounts totaled $197,536 and $537,964,
respectively. These accounts will be used to reduce future Employer contributions. During 2001,
$530,107 of participants' accounts were forfeited and Employer contributions were reduced by $871,180
from forfeited nonvested accounts.
(f) Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in any of eighteen
mutual funds and one common collective trust currently offered by T. Rowe Price Investment Services,
Inc. ("T. Rowe Price"). In addition, beginning in 2001, 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. Effective, May 1, 2001, the Plan was amended to make Acxiom common stock
an investment option for employee contributions. For the year ended December 31, 2001, employee
contributions to the Acxiom common stock fund were approximately $53,000.
(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.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
(Continued)
5
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(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 provides for investments in various investments and investment securities that, in general,
are exposed to various risks, such as interest rates, 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.
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.
(d) Payment of Benefits
Benefits are recorded when paid.
(Continued)
6
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(3) Investments
The fair value of the individual investments held by the Plan are as follows (investments that represent
5% or more of the Plan's net assets are separately identified):
2001 2000
----------------------------------- -----------------------------------
Number of Fair value Number of Fair value
shares or units shares or units
---------------- ---------------- ---------------- -----------------
Acxiom common stock 3,930,275 $ 68,661,909 3,999,870 $ 155,744,946
Other common stock 133,802 -
Mutual funds:
T. Rowe Price Equity Income Fund 655,292 15,497,655 592,339 14,613,011
T. Rowe Price Balanced Fund 902,127 15,778,205 949,260 18,197,307
T. Rowe Price Growth Stock Fund 652,194 15,770,063 618,770 16,830,537
T. Rowe Price Mid-Cap Growth
Fund 295,690 11,650,174 268,702 10,691,653
Other funds 31,931,447 30,719,366
---------------- -----------------
Total mutual funds 90,627,544 91,051,874
---------------- -----------------
Common collective trust - T. Rowe Price
Stable Value Fund 14,513,103 14,513,103 12,992,607 12,992,607
Participant notes receivable (7.0% -
11.5%) 4,294,669 4,195,667
---------------- -----------------
Total investments $ 178,231,027 $ 263,985,094
================ =================
During 2001, the Plan's investments (including investments bought, sold, and held during the year) depreciated in value as follows:
Acxiom common stock $ (84,217,861)
Other common stock (9,241)
Mutual funds (5,776,384)
-------------------
$ (90,003,486)
===================
(4) Plan Administration
The Plan is administered by the Company. During 2001 and 2000, participant records and assets have been
maintained by T. Rowe Price Trust Company as recordkeeper and trustee.
(5) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated March 27,1996, that
the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter, and the Company has requested an updated
determination letter. The Plan administrator and the Plan's tax counsel
(Continued)
7
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
believe that the Plan is currently designed and being operated in compliance with the applicable
requirements of the IRC. Therefore, they believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
(6) Parties-In-Interest
All investment transactions were executed with T. Rowe Price Trust Company, the Plan trustee and
recordkeeper. Accordingly, all investment transactions during the respective years were with a
party-in-interest.
(7) Escrow Receivable
The purchase price of Computer Graphics of Arizona, Inc. (CGA), which was acquired by the Company in 1999,
has not been finalized. The contingent portion of the purchase price is being held in escrow. As of
December 31, 2001 and 2000, 5,842 shares of Acxiom common stock related to the Plan was in the escrow
account. These shares are scheduled to be released in 2002 if purchase contingencies are met. These
shares resulted in escrow receivable with a fair market value of $102,060 and $227,473 at December 31,
2001 and 2000, respectively.
(8) 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.
(9) Reconciliation to Form 5500
As discussed in Note 7, at December 31, 2001 and 2000, there is an escrow receivable in the amount of
$102,060 and $227,473, respectively, related to the 1999 acquisition of CGA. At December 31, 2001 and
2000, these amounts are reflected in the Statement of Net Assets Available for Benefits but are not
reflected in the 2001 and 2000 Form 5500.
Participant-directed brokerage accounts are reported in the aggregate on Form 5500 but are classified
according to investment type in the Statement of Net Assets Available for Benefits. As of December 31,
2001, participant-directed brokerage accounts included $293,255 of mutual fund investments and $133,802 of
common stock investments.
(10) Subsequent Event
Effective June 1, 2002, the Plan was amended to allow participants to reinvest all or a portion of their
vested employer contribution balance in investment options other than the Acxiom common stock fund.
8
Schedule 1
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
Issuer or Borrower Description Shares Current Value
- ------------------------------ ------------------------------------------- ----------------- ----------------------
* Acxiom Corporation Common stock 3,930,275 $ 68,661,909
* T. Rowe Price Mutual Funds:
Franklin Small-Mid Cap Growth 925 28,824
American Growth Fund of America 19,598 464,665
Strong Common Stock Fund 5,552 109,815
BGI Lifepath Income 26,761 286,080
BGI Lifepath 2010 3,454 41,589
BGI Lifepath 2020 3,511 48,561
BGI Lifepath 2030 3,443 48,413
BGI Lifepath 2040 2,198 33,448
International Stock Fund 355,947 3,911,861
Growth Stock Fund 652,194 15,770,063
New Horizons Fund 250,317 5,664,671
Small-Cap Value Fund 315,836 7,156,841
Equity Index 500 Fund 95,464 2,943,192
Mid-Cap Growth Fund 295,690 11,650,174
Balanced Fund 902,127 15,778,205
Equity Income Fund 655,292 15,497,655
Spectrum Income Fund 597,062 6,328,854
Spectrum Growth Fund 324,902 4,571,378
----------------------
Total mutual funds 90,334,289
* T. Rowe Price Stable Value Fund 14,513,103 14,513,103
* T. Rowe Price Participant-directed brokerage accounts 427,057
----------------------
* Participant notes receivable, 7.0% - 11.5% 4,294,669
----------------------
Total investments $ 178,231,027
======================
* Indicates a party-in-interest
See accompanying independent auditors' report.
9
SIGNATURES
Pursuant to the requirements of the Securities 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
Retirement Savings Plan
Date: July 12, 2002 By: /s/ Jefferson D. Stalnaker
------------------------------------------
Jefferson D. Stalnaker
Financial Operations Leader
10
EXHIBIT INDEX
Exhibit 23.1 Consent of KPMG LLP
EXHIBIT 23.1
Independent Auditors' Consent
The Plan Administrator
Acxiom Corporation Retirement Savings Plan:
We consent to incorporation by reference in registration statements Nos. 333-72009, 333-81211, 333-49740, 333-55814, and
333-88376 on Form S-3 and Nos. 33-17115, 33-37610, 33-42351, 333-72310, 33-72312, 33-63423, 333-03391, 333-40114, 333-57470
and 333-68620 on Form S-8 of Acxiom Corporation of our report dated July 11, 2002, with respect to the statements of net
assets available for benefits of Acxiom Corporation Retirement Savings Plan as of December 31, 2001 and 2000, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2001, and the related supplemental
schedule, which report appears in the December 31, 2001 annual report on Form 11-K of Acxiom Corporation Retirement Savings Plan.
/s/ KPMG LLP
Dallas, Texas
July 11, 2002