UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
|
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2014.
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-13163
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Acxiom Corporation
601 E. Third Street
Little Rock, AR 72201
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2014 and 2013
(With Report of Independent Registered Public Accounting Firm Thereon)
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Table of Contents
| | Report of Independent Registered Public Accounting Firm | 1 |
| | Statements of Net Assets Available for Benefits – December 31, 2014 and 2013 | 2 |
| | Statement of Changes in Net Assets Available for Benefits – Year ended December 31, 201 | 3 |
| | Notes to Financial Statements | 4 |
Supplemental Schedule
| | Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2014 | 15 |
| Note: | All other supplemental schedules have been omitted because they are not applicable or are not required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. |
Exhibits
| | Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm |
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, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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 Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
The supplemental information in the accompanying schedule of schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2014 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2014 is fairly stated in all material respects in relation to the 2014 financial statements as a whole.
Dallas, Texas
June 22, 2015
| ACXIOM CORPORATION | |
| RETIREMENT SAVINGS PLAN | |
| Statements of Net Assets Available for Benefits | |
| December 31, 2014 and 2013 | |
| | | 2014 | | | 2013 | |
| Assets: | | | | | | |
| Noninterest-bearing cash | | $ | 383 | | | | 55,021 | |
| Investments, at fair value: | | | | | | | | |
| Acxiom Corporation common stock | | | 59,207,613 | | | | 106,083,186 | |
| Participant brokerage accounts | | | 4,269,075 | | | | 4,046,010 | |
| Mutual funds | | | 200,316,199 | | | | 370,142,834 | |
| Common collective trust funds | | | 224,690,885 | | | | 52,941,101 | |
| Total investments at fair value | | | 488,483,772 | | | | 533,213,131 | |
| Notes receivable from participants | | | 7,118,165 | | | | 8,167,738 | |
| Net assets available for benefits before adjustment | | | 495,602,320 | | | | 541,435,890 | |
| Adjustment from fair value to contract value for fully | | | | | | | | |
| benefit-responsive investment contracts | | | (528,460 | ) | | | (556,746 | ) |
| Net assets available for benefits | | $ | 495,073,860 | | | | 540,879,144 | |
| See accompanying notes to financial statements. | | | | | | | | |
| | | | | | | | | |
| ACXIOM CORPORATION | |
| RETIREMENT SAVINGS PLAN | |
| Statement of Changes in Net Assets Available for Benefits | |
| Year ended December 31, 2014 | |
| Investment income (loss): | | | |
| Dividends | | $ | 13,674,864 | |
Net depreciation in fair value of investments | | | (32,743,792 | ) |
Net investment loss | | | (19,068,928 | ) |
| | | | | |
| Interest income on notes receivable from participants | | | 322,807 | |
| | | | | |
| Contributions: | | | | |
Participants | | | 20,318,015 | |
| Employer | | | 6,605,962 | |
| Rollovers | | | 1,696,402 | |
| | | | 28,620,379 | |
| Deductions from net assets attributed to: | | | | |
| Benefits paid to participants and beneficiaries | | | 55,509,855 | |
| Plan expenses | | | 169,687 | |
| Total deductions | | | 55,679,542 | |
| Net decrease in net assets available for benefits | | | (45,805,284 | ) |
| Net assets available for benefits, beginning of year | | | 540,879,144 | |
| Net assets available for benefits, end of year | | $ | 495,073,860 | |
| See accompanying notes to financial statements. | | | | |
| | | | | |
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
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.
The Plan is a defined contribution plan covering substantially all employees of Acxiom Corporation and its domestic subsidiaries (Acxiom, the Company, or the Employer). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The investment committee, as appointed by the board of directors, is the administrator for the Plan.
Employees of the Company may participate in the Plan upon commencement of employment, except for those employees, if any, who already receive retirement benefits in connection with a collective bargaining agreement, certain nonresident employees, and leased employees.
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 8% as of June 1, 2014 (formerly limited to 6%) of annual compensation.
The Plan provides a discretionary matching contribution of 50% of deferrals for deferrals up to 6% (maximum matching contribution of 3%) and remains unchanged.
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, 2014, the Company contributed 295,819 shares 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.
Each participant’s account is credited with the participant’s contribution, rollovers, if any, the Company’s matching contribution, and discretionary contributions, if any, and is adjusted for investment income/losses and expenses. Allocations of income/losses and expenses are made according to formulas specified in the Agreement based on participant compensation or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| (e) | Notes Receivable from Participants |
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, less the highest outstanding balance in the previous 12 months or 50% of their vested account balance. Loans are repayable through payroll deductions ranging up to five years unless the loan is for the purchase of a primary residence, in which case the loan can be repaid over ten years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate in effect at the date of the loan plus 1.0%. The interest rates on outstanding participant loans at December 31, 2014 range from 4.25% to 10.25%, with maturity dates ranging from January 2015 to October 2024.
Participants are immediately vested in their voluntary contributions, rollovers, if any, and the earnings thereon. Participants are vested in the remainder of their accounts based on years of service, whereby partial vesting occurs in 20% increments beginning after two years of service until participants become fully vested after six years of service. If applicable, nonvested portions of Company contributions are forfeited as of an employee’s termination date and are used to reduce future Company matching contributions or to pay plan expenses.
At December 31, 2014 and 2013, forfeited nonvested accounts totaled $11,807 and $77,717, respectively. These accounts will be used to reduce future employer contributions. During 2014, $768,630 of participants’ accounts was forfeited, and employer contributions were reduced by $764,738 from forfeited nonvested accounts. During 2014, the forfeiture account balance was decreased by $69,802 on the fair market value of the investments held in the account.
Upon enrollment in the Plan, a participant may direct employee contributions in any of 14 mutual funds, 17 common collective trust funds, or the Acxiom common stock fund. In addition, participants have the option to open a self-directed brokerage account with T. Rowe Price in order to invest in numerous other stocks, bonds, and mutual funds.
The Plan’s investment in the T. Rowe Price Stable Value Fund (the Fund), a common trust fund, holds substantial investments in guaranteed investment contracts, bank investment contracts, and synthetic investment contracts. The value of the Fund reflects the value of the underlying contracts, which consist of changes in principal value, reinvested dividends, and capital gains distributions. The stated interest rates of the contracts vary and the average yields for the years ended December 31, 2014 and 2013 were 2.34% and 2.30%, respectively, 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 yields for the years ended December 31, 2014 and 2013 were 13.45% and 32.12%, respectively, after expenses.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| (h) | Benefits Paid to Participants and Beneficiaries |
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 |
The financial statements of the Plan are prepared under the accrual method of accounting.
| (b) | Fair Value Measurements |
The Plan applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and requires disclosure about assets and liabilities measured at fair value. Specifically, ASC 820:
| · | Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value; |
| · | Establishes a three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and lowest priority to unobservable inputs (Level 3); and |
| · | Expands disclosures about instruments measured at fair value. |
The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. These are inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
The following tables present a summary of the Plan’s investments measured at fair value as of December 31, 2014 and 2013:
| | | Investments at fair value as of December 31, 2014 | |
| | | | | | | | | | | | Total | |
| | | | | | | | | | | | carrying | |
| | | Quoted | | | Significant | | | | | | value in | |
| | | prices | | | other | | | | | | statement | |
| | | in active | | | observable | | | Unobservable | | | of net assets | |
| | | market | | | inputs | | | inputs | | | available | |
| | | (Level 1) | | | (Level 2) | | | (Level 3) | | | for benefits | |
| Acxiom Corporation | | | | | | | | | | | | |
| common stock (i) | | $ | 59,207,613 | | | | — | | | | — | | | | 59,207,613 | |
| Common collective | | | | | | | | | | | | | | | | |
| trusts (ii): | | | | | | | | | | | | | | | | |
| Money market | | | — | | | | 36,453,713 | | | | — | | | | 36,453,713 | |
| Large cap equity | | | — | | | | 15,159,807 | | | | — | | | | 15,159,807 | |
| Retirement Trusts | | | — | | | | 89,263,040 | | | | — | | | | 89,263,040 | |
| Other Trusts | | | — | | | | 83,814,325 | | | | — | | | | 83,814,325 | |
| Mutual funds (iii): | | | | | | | | | | | | | | | | |
| Fixed income | | | 23,138,329 | | | | — | | | | — | | | | 23,138,329 | |
| Balanced | | | 33,790,318 | | | | — | | | | — | | | | 33,790,318 | |
| Large cap equity | | | 102,599,921 | | | | — | | | | — | | | | 102,599,921 | |
| Mid cap equity | | | 12,194,153 | | | | — | | | | — | | | | 12,194,153 | |
| Small cap equity | | | 8,678,956 | | | | — | | | | — | | | | 8,678,956 | |
| International equity | | | 19,914,522 | | | | — | | | | — | | | | 19,914,522 | |
| Participant-directed | | | | | | | — | | | | — | | | | | |
| brokerage accounts | | | 4,269,075 | | | | — | | | | — | | | | 4,269,075 | |
| Total investment | | | | | | | | | | | | | | | | |
| assets at fair value | | $ | 263,792,887 | | | | 224,690,885 | | | | — | | | | 488,483,772 | |
| | | | | | | | | | | | | | | | | |
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| | | Investments at fair value as of December 31, 2013 | |
| | | | | | | | | | | | Total | |
| | | | | | | | | | | | carrying | |
| | | Quoted | | | Significant | | | | | | value in | |
| | | prices | | | other | | | | | | statement | |
| | | in active | | | observable | | | Unobservable | | | of net assets | |
| | | market | | | inputs | | | inputs | | | available | |
| | | (Level 1) | | | (Level 2) | | | (Level 3) | | | for benefits | |
| Acxiom Corporation | | | | | | | | | | | | |
| common stock (i) | | $ | 106,083,186 | | | | — | | | | — | | | | 106,083,186 | |
| Common collective | | | | | | | | | | | | | | | | |
| trusts (ii): | | | | | | | | | | | | | | | | |
| Money market | | | — | | | | 39,838,922 | | | | — | | | | 39,838,922 | |
| Large cap equity | | | — | | | | 13,102,179 | | | | — | | | | 13,102,179 | |
| Mutual funds (iii): | | | | | | | | | | | | | | | | |
| Fixed income | | | 22,895,049 | | | | — | | | | — | | | | 22,895,049 | |
| Balanced | | | 116,036,932 | | | | — | | | | — | | | | 116,036,932 | |
| Large cap equity | | | 102,971,885 | | | | — | | | | — | | | | 102,971,885 | |
| Mid cap equity | | | 55,914,596 | | | | — | | | | — | | | | 55,914,596 | |
| Small cap equity | | | 50,680,538 | | | | — | | | | — | | | | 50,680,538 | |
| International equity | | | 21,643,834 | | | | — | | | | — | | | | 21,643,834 | |
| Participant-directed | | | | | | | | | | | | | | | | |
| brokerage accounts | | | 4,046,010 | | | | — | | | | — | | | | 4,046,010 | |
| Total investment | | | | | | | | | | | | | | | | |
| assets at fair value | | $ | 480,272,030 | | | | 52,941,101 | | | | — | | | | 533,213,131 | |
| | | | | | | | | | | | | | | | | |
| | (i) | Common stock: Valued at the closing price reported in the active market in which the individual securities are traded. |
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| (ii) | Common collective trusts: Valued at the net asset value (NAV) of units of a collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. |
The following table summarizes the Plan’s investments in common collective trusts:
| | | | | | | | | Redemption |
| | | Fair value as of December 31 | | Redemption | notice |
| | | 2014 | | | 2013 | | frequency | period |
| T. Rowe Price Stable | | | | | | | | |
| Value Fund | | $ | 36,453,713 | | | | 39,838,922 | | Daily | None |
| T. Rowe Price Equity | | | | | | | | | | |
| Index Fund | | $ | 15,159,807 | | | | 13,102,179 | | Daily | 90 Days |
| T. Rowe Price Retirement | | | | | | | | | | |
| Active Trust Funds | | $ | 89,263,040 | | | | — | | Daily | 90 Days |
| T. Rowe Price U.S. | | | | | | | | | | |
| Mid-Cap Growth | | | | | | | | | | |
| Equity Trust Fund | | $ | 45,959,639 | | | | — | | Daily | 90 Days |
| T. Rowe Price U.S. | | | | | | | | | | |
| Small-Cap Value | | | | | | | | | | |
| Equity Trust Fund | | $ | 25,928,477 | | | | — | | Daily | 90 Days |
| T. Rowe Price | | | | | | | | | | |
| New Horizons Trust Fund | | $ | 11,926,209 | | | | — | | Daily | 90 Days |
| (iii) | Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded. |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement as of the reporting date. The previous T. Rowe Price Retirement Funds were replaced with the T. Rowe Price Trust Funds effective April 28, 2014. These funds were added to the plan in order to reduce investments costs and fees.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| (c) | Investment Valuation and Income Recognition |
The Plan’s investments in mutual funds, Acxiom common stock, and participant brokerage accounts are stated at fair value, based upon quoted market prices. Investments in common collective trusts are valued based on their NAV as determined by the trustee, based on the fair value of the underlying assets. Investment contracts held by a defined contribution plan are required to be recorded at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan’s T. Rowe Price Stable Value Common Trust Fund invests in investment contracts. The statements of net assets available for benefits present the fair value of the investments in the collective trust as well as the adjustment of the investments in the collective trust from fair value to contract value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on contract-value basis.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded as earned. Net appreciation/depreciation in fair value of investments represents realized gains (losses) on investments sold and unrealized appreciation (depreciation) on investments held at year-end.
| (d) | Notes Receivable from Participants |
Notes receivable from participants are stated at amortized cost, which represents the unpaid principal balance plus accrued interest.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Benefits are recorded when paid.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
The fair value of individual investments representing 5% or more of net assets available for benefits as of December 31 is as follows:
| | | 2014 | | | 2013 | |
| | | Number of | | | | | | Number of | | | | |
| | | shares or | | | | | | shares or | | | | |
| | | units | | | Fair value | | | units | | | Fair value | |
| **Acxiom Corporation common | | | | | | | | | | |
| stock | | | 2,920,948 | | | $ | 59,207,613 | | | | 2,868,663 | | | $ | 106,083,186 | |
| | | | | | | | | | | | | | | | | |
| Mutual funds: | | | | | | | | | | | | | | | | |
| **T. Rowe Price Equity Income | | | | | | | | | | | | | | | | |
| Fund | | | 1,066,357 | | | | 34,976,525 | | | | 1,099,287 | | | | 36,100,580 | |
| **T. Rowe Price Balanced Fund | | | 1,295,035 | | | | 29,643,362 | | | | 1,279,414 | | | | 29,707,993 | |
| **T. Rowe Price Growth Stock | | | | | | | | | | | | | | | | |
| Fund | | | 745,809 | | | | 38,744,764 | | | | 713,764 | | | | 37,522,595 | |
| **T. Rowe Price Small-Cap | | | | | | | | | | | | | | | | |
| Value Fund | | | — | | | | — | | | | 580,791 | | | | 29,254,451 | |
| **T. Rowe Price Mid-Cap | | | | | | | | | | | | | | | | |
| Growth Fund | | | — | | | | — | | | | 626,312 | | | | 45,582,992 | |
| | | | | | | | | | | | | | | | | |
| Common collective trust funds: | | | | | | | | | | | | | | | | |
| **T. Rowe Price U.S. Small-Cap | | | | | | | | | | | | | | | | |
| Value Equity Trust Fund | | | 1,708,068 | | | | 25,928,477 | | | | — | | | | — | |
| **T. Rowe Price U.S. Mid-Cap | | | | | | | | | | | | | | | | |
| Growth Equity Trust Fund | | | 2,679,862 | | | | 45,959,639 | | | | — | | | | — | |
| ** T. Rowe Price Stable Value | | | | | | | | | | | | | | | | |
| Fund | | | 35,925,253 | | | | 36,453,713 | | | | 39,282,176 | | | | 39,838,922 | |
| ** Party in interest to the Plan. | | | | | | | | | | | | | | | | |
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
The Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
| | | 2014 | |
| Acxiom common stock | | $ | (40,859,591 | ) |
| Common collective trusts | | | 12,482,161 | |
| Mutual funds | | | (4,858,461 | ) |
| Participant brokerage accounts | | | 492,099 | |
| | | $ | (32,743,792 | ) |
| | | | | |
The Plan is administered by the investment committee. T. Rowe Price Trust Company (T. Rowe Price) is the recordkeeper and trustee of the Plan.
The Internal Revenue Service (IRS) has determined and informed the Company in a letter dated May 30, 2014, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. The amendments to the plan included the definition of “spouse” and a discretionary matching contribution. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
Management is required to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and concluded that as of December 31, 2014 and 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
| (6) | Related Party Transactions |
Certain investments represent mutual funds and common and collective trusts managed by T. Rowe Price, the trustee. Other related party transactions involve the common stock of the Company and notes receivable from participants. During 2014 and 2013, total fees paid to related parties were $169,687 and $115,017, respectively.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
| (7) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2014 and 2013 to the Form 5500:
| | | 2014 | | | 2013 | |
| Net assets available for benefits per financial statements | | $ | 495,073,860 | | | | 540,879,144 | |
| Adjustment from fair value to contract value for fully | | | | | | | | |
| benefit-responsive investment contracts | | | 528,460 | | | | 556,746 | |
| Participant loans in default-deemed distributions | | | — | | | | (3,573 | ) |
| Net assets available for benefits per Form 5500 | | $ | 495,602,320 | | | | 541,432,317 | |
| | | | | | | | | |
The following is a reconciliation of net changes in net assets per the financial statements to the Form 5500:
| | | December 31, | |
| | | 2014 | |
| Net decrease in net assets available for benefits per financial statements | | $ | (45,805,284 | ) |
| Adjustment from fair value to contract value for fully benefit-responsive | | | | |
| investment contracts as of December 31, 2014 | | | 528,460 | |
| Reverse adjustment from fair value to contract value for fully | | | | |
| benefit-responsive investment contracts as of December 31, 2013 | | | (556,746 | ) |
| Participant loans in default-deemed distributions | | | 3,573 | |
| Total changes in net assets per Form 5500 | | $ | (45,829,997 | ) |
| | | | | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon complete discontinuance of contributions, termination, or partial termination of the Plan, participants will become 100% vested in their accounts. Upon full termination of the Plan, the value of such accounts shall be distributed as provided in the Plan.
| (9) | Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and those changes could materially affect the amounts reported in the statements of net assets available for benefits.
ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
Market conditions may result in a high degree of volatility and increase the risks and short-term liquidity associated with certain investments held by the Plan, which could impact the value of investments after the date of these financial statements. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements.
| ACXIOM CORPORATION |
RETIREMENT SAVINGS PLAN |
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
| December 31, 2014 |
| Identity of issuer, borrower, | | | | | | | | Fair |
| lessor, or similar party | | Description | Shares | | value |
| * | Acxiom Corporation | | Common stock | 2,920,948 | $ | 59,207,613 |
| | Participant Brokerage Accounts | Tradelink Investments | 4,269,075 | | 4,269,075 |
| | | | | | | | | Mutual funds: | | | |
| | | | | | | | | | PIMCO Total Return Instl. | 975,705 | | 10,401,018 |
| | | | | | | | | | Spectrum Income Fund | 1,002,938 | | 12,737,311 |
| | | | | | | | | | Prime Reserve Fund | 169,863 | | 169,863 |
| | | | | | | | | | BlackRock Global Allocation, I | 97,764 | | 1,942,565 |
| | | | | | | | | | Harbor International Fund | 31,407 | | 2,034,528 |
| * | T. Rowe Price | | | Balanced Fund | 1,295,035 | | 29,643,362 |
| | | | | | | | | | JP Morgan Large Cap Growth Fund, R6 | 456,512 | | 15,950,518 |
| | | | | | | | | | Ivy Asset Strategy Class I | 49,913 | | 1,284,768 |
| * | T. Rowe Price | | | Growth Stock Fund | 745,809 | | 38,744,764 |
| * | T. Rowe Price | | | Equity Income Fund | 1,066,357 | | 34,976,525 |
| * | T. Rowe Price | | | Spectrum Growth Fund | 496,730 | | 11,643,346 |
| | | | | | | | | | J P Morgan Mid-Cap Value Instl. | 328,241 | | 12,194,153 |
| | | | | | | | | | Eagle Small Cap Growth R6 | 157,171 | | 8,678,956 |
| | | | | | | | | | American Funds Europacific Growth – R6 | 422,903 | | 19,914,522 |
| | | | | | | | | | | | Total mutual funds | | | 200,316,199 |
| | | | | | | | | Common collective trust funds: | | | |
| * | T. Rowe Price | | | New Horizons Trust D | 502,156 | | 11,926,209 |
| * | T. Rowe Price | | | U.S. Mid-Cap Growth Equity Trust D | 2,679,862 | | 45,959,639 |
| * | T. Rowe Price | | | U.S. Small-Cap Value Equity Trust D | 1,708,068 | | 25,928,477 |
| * | T. Rowe Price | | | Retirement Balance Active A Fund | 88,269 | | 1,084,823 |
| * | T. Rowe Price | | | Retirement 2005 Active Trust A Fund | 53,230 | | 670,697 |
| * | T. Rowe Price | | | Retirement 2010 Active Trust A Fund | 102,292 | | 1,327,751 |
| * | T. Rowe Price | | | Retirement 2015 Active Trust A Fund | 212,030 | | 2,873,011 |
| * | T. Rowe Price | | | Retirement 2020 Active Trust A Fund | 1,087,759 | | 15,272,139 |
| * | T. Rowe Price | | | Retirement 2025 Active Trust A Fund | 971,835 | | 14,111,041 |
| * | T. Rowe Price | | | Retirement 2030 Active Trust A Fund | 1,233,792 | | 18,395,846 |
| * | T. Rowe Price | | | Retirement 2035 Active Trust A Fund | 851,502 | | 12,942,834 |
| * | T. Rowe Price | | | Retirement 2040 Active Trust A Fund | 989,333 | | 15,215,935 |
| * | T. Rowe Price | | | Retirement 2045 Active Trust A Fund | 278,057 | | 4,276,519 |
| * | T. Rowe Price | | | Retirement 2050 Active Trust A Fund | 129,166 | | 1,986,574 |
| * | T. Rowe Price | | | Retirement 2055 Active Trust A Fund | 72,044 | | 1,105,870 |
| * | T. Rowe Price | | | Stable Value Fund – Sch N | 35,925,253 | | 36,453,713 |
| * | T. Rowe Price | | | Equity Index Trust Class C | 645,098 | | 15,159,807 |
| | | | | | | | | | | | Total common collective trust funds | | | 224,690,885 |
| * | Notes receivable from Participants, interest rates range from 4.25% – 10.25% | | 7,118,165 |
| | | and maturities of January 2015 to October 2024. | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | Noninterest-bearing cash | | | 383 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | Total investments | | $ | 495,602,320 |
| Historical cost information is not presented on this schedule, as all investments are participant directed. |
| * | Indicates a party in interest to the Plan. | | | |
| See accompanying report of independent registered public accounting firm. | | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Acxiom Corporation has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
Acxiom Corporation
As Sponsor and Administrator of the
Acxiom Corporation Retirement Savings Plan
June 25, 2015 By: /s/ Jerry C. Jones
Jerry C. Jones
Chief Ethics and Legal Officer
& Executive Vice President
