LiveRamp (RAMP) 8-K Acxiom Announces Fourth Quarter and Fiscal Year Results

ACXIOM ANNOUNCES FOURTH QUARTER AND FISCAL YEAR RESULTS

Full Year Connectivity Revenue Increases 44% Year-Over-Year

Company Expects Strong Revenue Growth in FY18

CONWAY, Ark., May 16, 2017—Acxiom® (Nasdaq: ACXM), the data foundation for the world's best marketers, today announced financial results for its fourth quarter and fiscal year ended March 31, 2017.

Fourth Quarter Financial Highlights

· Revenue: Total revenue was $225 million or flat compared to the fourth quarter of last year. Strong growth in Connectivity and Audience Solutions was offset by revenue declines associated with the second quarter divestiture of Acxiom Impact.

· Operating Income (Loss): GAAP operating loss from continuing operations was $9 million compared to a loss of $8 million in the prior year. Non-GAAP operating income from continuing operations improved 5% to approximately $21 million.

· Earnings (Loss) per Share: GAAP diluted loss per share from continuing operations was $0.10 compared to a loss per share of $0.02 in the prior year. Non-GAAP diluted earnings per share from continuing operations were $0.15 compared to $0.18 a year ago.

· Operating Cash Flow: Operating cash flow from continuing operations was $31 million, down from $43 million in the prior year.

· Free Cash Flow to Equity: Free cash flow to equity improved to $26 million, up from $17 million in the prior year driven by proceeds from the sale of real estate assets.

Fiscal Year Financial Highlights

· Revenue: Total revenue was $880 million, up 4% compared to fiscal 2016 driven by growth in Connectivity and Audience Solutions, partially offset by the divestiture of Acxiom Impact.

· Operating Income (Loss): GAAP operating income from continuing operations was $16 million compared to a loss of $13 million in the prior year. Non-GAAP operating income from continuing operations improved 33% to approximately $100 million.

· Earnings (Loss) per Share: GAAP diluted earnings per share from continuing operations were $0.05 compared to a loss per share of $0.11 in the prior year. Non-GAAP diluted earnings per share from continuing operations were $0.71 compared to $0.59 a year ago.

· Operating Cash Flow: Operating cash flow from continuing operations improved to $116 million, up from $114 million in the prior year.

· Free Cash Flow to Equity: Free cash flow to equity improved to $63 million, up from $18 million in the prior year driven by proceeds from the sale of Acxiom Impact and the fourth quarter sale of real estate assets.

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Segment Results

$M

Connectivity	Q417	Q416	Y/Y Δ	FY17	FY16	Y/Y Δ
Revenue	$ 44	$ 31	42%	$ 147	$ 102	44%
Gross Profit	$ 28	$ 20	41%	$ 88	$ 61	44%
Gross Margin	63%	63%	(10 bps)	60%	60%	20 bps
Segment Operating Income	$ 2	$ (0)	454%	$ 5	$ (3)	262%
Segment Margin	3%	(1%)	480 bps	4%	(3%)	680 bps
Audience Solutions	Q417	Q416	Y/Y Δ	FY17	FY16	Y/Y Δ
Revenue	$ 86	$ 80	8%	$ 322	$ 298	8%
Gross Profit	$ 55	$ 46	19%	$ 198	$ 168	18%
Gross Margin	64%	58%	580 bps	62%	56%	520 bps
Segment Operating Income	$ 34	$ 30	14%	$ 123	$ 110	12%
Segment Margin	39%	37%	200 bps	38%	37%	150 bps
Marketing Services	Q417	Q416	Y/Y Δ	FY17	FY16	Y/Y Δ
Revenue	$ 94	$ 113	(17%)	$ 411	$ 450	(9%)
Gross Profit	$ 31	$ 40	(22%)	$ 141	$ 152	(8%)
Gross Margin	33%	35%	(230 bps)	34%	34%	30 bps
Segment Operating Income	$ 20	$ 19	1%	$ 81	$ 74	8%
Segment Margin	21%	17%	370 bps	20%	17%	310 bps

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.

"Fiscal 2017 was a milestone year for Acxiom," said Acxiom CEO Scott Howe. "Each of our businesses delivered revenue growth and margin improvement, and we made a number of strategic moves to accelerate our vision of powering a world where all marketing is relevant. We enter fiscal 2018 from a position of strength and industry leadership and remain committed to delivering even more value to our clients and shareholders."

Recent Business Highlights

· LiveRamp® product revenue was up 59% compared to the fourth quarter of last year. LiveRamp added approximately 25 new direct clients during the quarter and added over 50 new partner integrations. Marketers can now onboard and activate their data across a growing network of more than 500 publishers and marketing technology providers.

· LiveRamp launched IdentityLink™ for data owners allowing data providers to better monetize their assets. Data can be distributed directly to clients or made available through IdentityLink's Data Store feature.

· LiveRamp and AppNexus launched an open industry consortium to make people-based marketing widely available in programmatic channels. In forming the consortium, LiveRamp and leading supply side platform AppNexus have agreed to create a standard identity framework that enables buyers and sellers of programmatic digital advertising to create more relevant campaigns and improve the consumer experience.

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· Audience Solutions announced several new and expanded partnerships, including a new DaaS partnership with ShareThis and a deeper integration with the Viant Advertising Cloud platform.

· Acxiom was named to the 2017 Bay Area Best Places to Work list, ranking among the top large companies. The awards program, presented by the San Francisco Business Times and the Silicon Valley Business Journal, annually recognizes Bay Area companies that rise to the top in terms of having a happy and engaged workforce.

Financial Outlook

Acxiom's non-GAAP guidance excludes the impact of non-cash compensation, purchased intangible asset amortization, restructuring charges and separation costs.

For fiscal 2018, Acxiom expects to report:

· Revenue of approximately $945 million, an increase of 7% year-over-year. This represents an increase of 10% year-over-year after adjusting for the Acxiom Impact divestiture.

· GAAP diluted loss per share of approximately $0.09

· Non-GAAP diluted earnings per share of approximately $0.80, an increase of 13% year-over-year

Conference Call

Acxiom will hold a conference call at 4:00 p.m. CT today to further discuss this information. Interested parties are invited to listen to the call which will be broadcast via the Internet and can be found on our investor site. A slide presentation will be referenced during the call and can be accessed here.

About Acxiom

Acxiom provides the data foundation for the world's best marketers. We enable people-based marketing everywhere through a simple, open approach to connecting systems and data that drives seamless customer experiences and higher ROI. A leader in identity and ethical data use for more than 45 years, Acxiom helps thousands of clients and partners around the globe work together to create a world where all marketing is relevant. Acxiom is a registered trademark of Acxiom Corporation. For more information, visit Acxiom.com.

Forward-Looking Statements

This release and today's conference call contain forward-looking statements including, without limitation, statements regarding expected levels of revenue and earnings per share. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The following are factors, among others, that could cause actual results to differ materially from these forward-looking statements: the possibility that the expected revenue from the divisions may not be realized within the expected timeframe; the possibility that the integration of acquired businesses may not be successful as planned; the possibility that certain contracts may not generate the anticipated revenue or profitability or may not be closed within the anticipated time frames; the possibility that significant customers may experience extreme, severe economic difficulty or otherwise reduce or cancel the amount of business they do 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 data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories; the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services to our clients; the possibility that we may not be able to attract, retain or motivate qualified technical, sales and leadership associates, or that we may lose key associates; the possibility that we may not be able to adequately adapt to rapidly changing computing environments, technologies and marketing practices; the possibility that we will not be able to continue to receive credit upon satisfactory terms and conditions; the possibility that negative changes in economic conditions in general or other conditions might lead to a reduction in demand for our products and services; the possibility that there will be changes in consumer or business information industries and markets that negatively impact the company; the possibility that the historical seasonality of our business may change; the possibility that we will not be able to achieve anticipated cost reductions and avoid unanticipated costs; 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 unusual charges may be incurred; the possibility that changes in accounting pronouncements may occur and may impact these forward-looking statements; the possibility that we may encounter difficulties when entering new markets or industries; the possibility that we could experience loss of data center capacity or interruption of telecommunication links; the possibility that new laws may be enacted which limit our ability to provide services to our clients and/or which limit the use of data; and the possibility that other risks and uncertainties may emerge, including those detailed from time to time in our current and periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption "Item 1A. RISK FACTORS" in our Annual Report on Form 10-K for the year ended March 31, 2016, which was filed with the Securities and Exchange Commission on May 27, 2016.

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With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.

We undertake no obligation to update the information contained in this press release or any other forward-looking statement.

To automatically receive Acxiom Corporation financial news by email, please visit www.acxiom.com and subscribe to email alerts.

For more information, contact:

Lauren DillardAcxiom Investor Relations(650) 372-2242investor.relations@acxiom.com

EACXM

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ACXIOM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Dollars in thousands, except per share amounts)
	For the Three Months Ended    March 31,
							$				%
	2017			2016			Variance			Variance
Revenues		224,867			224,655			212			0.1	%
Cost of revenue		118,294			123,626			(5,332	)		(4.3	%)
Gross profit		106,573			101,029			5,544			5.5	%
% Gross margin		47.4	%		45.0	%
Operating expenses:
Research and development		23,478			16,758			6,720			40.1	%
Sales and marketing		48,433			45,842			2,591			5.7	%
General and administrative		37,721			35,330			2,391			6.8	%
Impairment of goodwill and other		1,315			6,100			(4,785	)		(78.4	%)
��Gains, losses and other items, net		4,335			4,763			(428	)		(9.0	%)
Total operating expenses		115,282			108,793			6,489			6.0	%
Loss from operations		(8,709	)		(7,764	)		(945	)		(12.2	%)
% Margin		-3.9	%		-3.5	%
Other income (expense):
Interest expense		(2,137	)		(1,880	)		(257	)		(13.6	%)
Other, net		199			(214	)		413			193.0	%
Total other expense		(1,937	)		(2,094	)		157			7.5	%
Loss from continuing operations before income taxes		(10,646	)		(9,858	)		(788	)		(8.0	%)
Income taxes		(2,565	)		(8,176	)		5,611			68.6	%
Net loss from continuing operations		(8,081	)		(1,682	)		(6,399	)		(380.5	%)
Earnings from discontinued operations, net of tax		-			111			(111	)		(100.0	%)
Net loss		(8,081	)		(1,571	)		(6,510	)		(414.4	%)
Basic loss per share:
Net loss from continuing operations		(0.10	)		(0.02	)		(0.08	)		(372.7	%)
Net earnings from discontinued operations		-			0.00			(0.00	)		(100.0	%)
Net loss		(0.10	)		(0.02	)		(0.08	)		(406.1	%)
Diluted loss per share:
Net loss from continuing operations		(0.10	)		(0.02	)		(0.08	)		(372.7	%)
Net earnings from discontinued operations		-			0.00			(0.00	)		(100.0	%)
Net loss		(0.10	)		(0.02	)		(0.08	)		(406.1	%)
Basic weighted average shares		78,012			76,753
Diluted weighted average shares		78,012			76,753

5

ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
	For the Twelve Months Ended
	March 31,
							$				%
	2017			2016			Variance			Variance
Revenues		880,247			850,088			30,159			3.5	%
Cost of revenue		477,686			488,382			(10,696	)		(2.2	%)
Gross profit		402,561			361,706			40,855			11.3	%
% Gross margin		45.7	%		42.5	%
Operating expenses:
Research and development		82,109			74,247			7,862			10.6	%
Sales and marketing		166,676			146,176			20,500			14.0	%
General and administrative		129,714			135,385			(5,671	)		(4.2	%)
Impairment of goodwill and other		1,315			6,829			(5,514	)		(80.7	%)
Gains, losses and other items, net		7,058			12,132			(5,074	)		(41.8	%)
Total operating expenses		386,872			374,769			12,103			3.2	%
Income (loss) from operations		15,689			(13,063	)		28,752			220.1	%
% Margin		1.8	%		-1.5	%
Other income (expense):
Interest expense		(7,381	)		(7,669	)		288			3.8	%
Other, net		334			452			(118	)		(26.1	%)
Total other expense		(7,047	)		(7,217	)		170			2.4	%
Income (loss) from continuing operations before income taxes		8,642			(20,280	)		28,922			142.6	%
Income taxes (benefit)		4,534			(11,632	)		16,166			139.0	%
Net earnings (loss) from continuing operations		4,108			(8,648	)		12,756			147.5	%
Earnings from discontinued operations, net of tax		-			15,351			(15,351	)		(100.0	%)
Net earnings		4,108			6,703			(2,595	)		(38.7	%)
Basic earnings per share:
Net earnings (loss) from continuing operations		0.05			(0.11	)		0.16			147.5	%
Net earnings from discontinued operations		-			0.20			(0.20	)		(100.0	%)
Net earnings		0.05			0.09			(0.03	)		(38.7	%)
Diluted earnings per share:
Net earnings (loss) from continuing operations		0.05			(0.11	)		0.16			146.2	%
Net earnings from discontinued operations		-			0.20			(0.20	)		(100.0	%)
Net earnings		0.05			0.09			(0.03	)		(40.4	%)
Basic weighted average shares		77,609			77,616
Diluted weighted average shares		79,848			77,616

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ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
	For the Three Months Ended						For the Twelve Months Ended
	March 31,						March 31,
	2017			2016			2017			2016
Earnings (loss) from continuing operations before income taxes		(10,646	)		(9,858	)		8,642			(20,280	)
Income taxes		(2,565	)		(8,176	)		4,534			(11,632	)
Net earnings (loss) from continuing operations		(8,081	)		(1,682	)		4,108			(8,648	)
Earnings from discontinued operations, net of tax		-			111			-			15,351
Net earnings (loss)		(8,081	)		(1,571	)		4,108			6,703
Earnings (loss) per share:
Basic		(0.10	)		(0.02	)		0.05			0.09
Diluted		(0.10	)		(0.02	)		0.05			0.09
Excluded items:
Purchased intangible asset amortization  (cost of revenue)		6,056			4,204			18,644			15,466
Non-cash stock compensation (cost of revenue and operating expenses)		15,190			7,934			49,145			31,463
Impairment of goodwill and other		1,315			6,100			1,315			6,829
Restructuring and merger charges (gains, losses, and other)		7,321			4,763			10,045			12,132
Gain on sales of assets (gains, losses, and other)		(2,986	)		-			(2,986	)		-
Separation and transformation costs (general and administrative)		3,066			4,686			8,639			20,826
Accelerated amortization (cost of revenue)		-			252			-			1,850
Total excluded items, continuing operations		29,962			27,939			84,802			88,566
Earnings from continuing operations before income taxes
and excluding items		19,316			18,081			93,444			68,286
Income taxes (2)		7,139			4,262			36,652			21,456
Non-GAAP net earnings		12,177			13,819			56,792			46,830
Non-GAAP earnings per share:
Basic		0.16			0.18			0.73			0.60
Diluted		0.15			0.18			0.71			0.59
Basic weighted average shares		78,012			76,753			77,609			77,616
Diluted weighted average shares		80,912			78,386			79,848			79,099
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures,
and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the
adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures,
please see Appendix A.
(2) Income taxes were calculated using an effective non-GAAP tax rate of 37.0% and 23.6% in the fourth quarter of fiscal 2017 and 2016, respectively, and 39.2% and 31.4%
for the twelve months ended March 31, 2017 and 2016, respectively. The differences between our GAAP and non-GAAP tax rates were primarily due to the net tax effects
of the excluded items, including the federal and state income tax benefit related to the sale of Impact.

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ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
	For the Three Months Ended						For the Twelve Months Ended
	March 31,						March 31,
	2017			2016			2017			2016
Income (loss) from operations		(8,709	)		(7,764	)		15,689			(13,063	)
Excluded items:
Purchased intangible asset amortization  (cost of revenue)		6,056			4,204			18,644			15,466
Non-cash stock compensation (cost of revenue and operating expenses)		15,190			7,934			49,145			31,463
Impairment of goodwill and other		1,315			6,100			1,315			6,829
Restructuring and merger charges (gains, losses, and other)		7,321			4,763			10,045			12,132
Gain on sales of assets (gains, losses and other)		(2,986	)		-			(2,986	)		-
Separation and transformation costs (general and administrative)		3,066			4,686			8,639			20,826
Accelerated amortization (cost of revenue)		-			252			-			1,850
Total excluded items, continuing operations		29,962			27,939			84,802			88,566
Income from operations before excluded items		21,253			20,175			100,491			75,503
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures,
and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the
adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures,
please see Appendix A.

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ACXIOM CORPORATION AND SUBSIDIARIES
RESULTS BY SEGMENT
(Unaudited)
(Dollars in thousands)
	For the Three Months Ended
	March 31,
							$				%
	2017			2016			Variance			Variance
Revenues
Marketing Services		94,269			113,342			(19,073	)		(16.8	%)
Audience Solutions		86,396			80,128			6,268			7.8	%
Connectivity		44,203			31,185			13,018			41.7	%
Total operating segment revenues		224,867			224,655			212			0.1	%
Gross profit
Marketing Services		31,207			40,117			(8,910	)		(22.2	%)
Audience Solutions		55,154			46,457			8,697			18.7	%
Connectivity		27,742			19,617			8,125			41.4	%
Total operating segment gross profit		114,104			106,191			7,913			7.5	%
Gross margin %
Marketing Services		33.1	%		35.4	%
Audience Solutions		63.8	%		58.0	%
Connectivity		62.8	%		62.9	%
Total operating segment gross margin		50.7	%		47.3	%
Income (loss) from operations
Marketing Services		19,513			19,301			212			1.1	%
Audience Solutions		33,598			29,598			4,000			13.5	%
Connectivity		1,502			(424	)		1,926			454.3	%
Total operating segment income from operations		54,613			48,475			6,138			12.7	%
Operating income (loss) margin %
Marketing Services		20.7	%		17.0	%
Audience Solutions		38.9	%		36.9	%
Connectivity		3.4	%		-1.4	%
Total operating segment operating margin		24.3	%		21.6	%
Some totals may not add due to rounding

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ACXIOM CORPORATION AND SUBSIDIARIES
RESULTS BY SEGMENT
(Unaudited)
(Dollars in thousands)
	For the Twelve Months Ended
	March 31,
							$				%
	2017			2016			Variance			Variance
Revenues
Marketing Services		410,840			449,772			(38,932	)		(8.7	%)
Audience Solutions		322,065			297,846			24,219			8.1	%
Connectivity		147,342			102,470			44,872			43.8	%
Total operating segment revenues		880,247			850,088			30,159			3.5	%
Gross profit
Marketing Services		140,647			152,258			(11,611	)		(7.6	%)
Audience Solutions		198,185			167,715			30,470			18.2	%
Connectivity		88,251			61,199			27,052			44.2	%
Total operating segment gross profit		427,084			381,172			45,912			12.0	%
Gross margin %
Marketing Services		34.2	%		33.9	%
Audience Solutions		61.5	%		56.3	%
Connectivity		59.9	%		59.7	%
Total operating segment gross margin		48.5	%		44.8	%
Income (loss) from operations
Marketing Services		80,622			74,371			6,251			8.4	%
Audience Solutions		123,238			109,598			13,640			12.4	%
Connectivity		5,333			(3,298	)		8,631			261.7	%
Total operating segment income from operations		209,193			180,671			28,522			15.8	%
Operating income (loss) margin %
Marketing Services		19.6	%		16.5	%
Audience Solutions		38.3	%		36.8	%
Connectivity		3.6	%		-3.2	%
Total operating segment operating margin		23.8	%		21.3	%
Some totals may not add due to rounding

10

ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF SEGMENT RESULTS
(Unaudited)
(Dollars in thousands)
	For the Three Months Ended						For the Twelve Months Ended
	March 31,						March 31,
	2017			2016			2017			2016
Total operating segment gross profit		114,104			106,191			427,084			381,172
Less:
Purchased intangible asset amortization		6,056			4,204			18,644			15,466
Non-cash stock compensation		1,475			707			5,879			2,150
Accelerated amortization		-			252			-			1,850
Gross profit		106,573			101,029			402,561			361,706
Total operating segment income from operations		54,613			48,475			209,193			180,671
Less:
Corporate expenses		33,360			28,300			108,702			105,168
Purchased intangible asset amortization		6,056			4,204			18,644			15,466
Non-cash stock compensation		15,190			7,934			49,145			31,463
Impairment of goodwill and other		1,315			6,100			1,315			6,829
Restructuring and merger charges		7,321			4,763			10,045			12,132
Gain on sales of assets		(2,986	)		-			(2,986	)		-
Separation and transformation costs		3,066			4,686			8,639			20,826
Accelerated amortization		-			252			-			1,850
Income (loss) from operations		(8,709	)		(7,764	)		15,689			(13,063	)
Some totals may not add due to rounding

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ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
	For the Three Months Ended						For the Twelve Months Ended
	March 31,						March 31,
	2017			2016			2017			2016
Net earnings (loss) from continuing operations		(8,081	)		(1,682	)		4,108			(8,648	)
Income taxes		(2,565	)		(8,176	)		4,534			(11,632	)
Other expense		(1,937	)		(2,094	)		(7,047	)		(7,217	)
Income (loss) from operations		(8,709	)		(7,764	)		15,689			(13,063	)
Depreciation and amortization		21,593			22,242			82,690			85,463
Less:
Deferred interest amortization		-			306			-			1,206
Adjusted depreciation and amortization		21,593			21,936			82,690			84,257
EBITDA		12,884			14,172			98,379			71,194
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)		15,190			7,934			49,145			31,463
Impairment of goodwill and other		1,315			6,100			1,315			6,829
Gains, losses, and other items, net		4,335			4,763			7,059			12,132
Separation and transformation costs (general and administrative)		3,066			4,686			8,639			20,826
Other adjustments		23,906			23,483			66,158			71,250
Adjusted EBITDA		36,790			37,655			164,537			142,444
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a
substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial
statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP
measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on
the usefulness of these measures, please see Appendix A.

12

ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
	March 31,			March 31,			$				%
	2017			2016			Variance			Variance
Assets
Current assets:
Cash and cash equivalents		170,343			189,629			(19,286	)		(10.2	%)
Trade accounts receivable, net		142,768			138,650			4,118			3.0	%
Refundable income taxes		7,098			9,834			(2,736	)		(27.8	%)
Other current assets		48,310			37,897			10,413			27.5	%
Total current assets		368,519			376,010			(7,491	)		(2.0	%)
Property and equipment		476,281			528,675			(52,394	)		(9.9	%)
Less - accumulated depreciation and amortization		320,307			345,632			(25,325	)		(7.3	%)
Property and equipment, net		155,974			183,043			(27,069	)		(14.8	%)
Software, net of accumulated amortization		47,638			55,735			(8,097	)		(14.5	%)
Goodwill		592,731			492,745			99,986			20.3	%
Purchased software licenses, net of accumulated amortization		7,972			10,116			(2,144	)		(21.2	%)
Deferred income taxes		10,261			6,885			3,376			49.0	%
Other assets, net		51,443			25,315			26,128			103.2	%
		1,234,538			1,149,849			84,689			7.4	%
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt		39,819			32,243			7,576			23.5	%
Trade accounts payable		40,208			37,717			2,491			6.6	%
Accrued payroll and related expenses		53,238			61,309			(8,071	)		(13.2	%)
Other accrued expenses		59,861			48,254			11,607			24.1	%
Deferred revenue		37,087			44,477			(7,390	)		(16.6	%)
Total current liabilities		230,213			224,000			6,213			2.8	%
Long-term debt		189,241			157,897			31,344			19.9	%
Deferred income taxes		58,374			53,964			4,410			8.2	%
Other liabilities		17,730			15,020			2,710			18.0	%
Stockholders' equity:
Common stock		13,288			13,039			249			1.9	%
Additional paid-in capital		1,154,429			1,082,220			72,209			6.7	%
Retained earnings		602,609			598,501			4,108			0.7	%
Accumulated other comprehensive income		7,999			8,590			(591	)		(6.9	%)
Treasury stock, at cost		(1,039,345	)		(1,003,382	)		(35,963	)		(3.6	%)
Total stockholders' equity		738,980			698,968			40,012			5.7	%
		1,234,538			1,149,849			84,689			7.4	%

13

ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net loss		(8,081	)		(1,571	)
Earnings from discontinued operations, net of tax		-			(111	)
Non-cash operating activities:
Depreciation and amortization		21,593			22,242
Loss on disposal of assets		2,245			-
Impairment of goodwill and other assets		1,315			6,100
Deferred income taxes		(6,836	)		(4,266	)
Non-cash stock compensation expense		15,201			7,934
Changes in operating assets and liabilities:
Accounts receivable		(5,000	)		2,224
Other assets		(8,825	)		(13,531	)
Accounts payable and other liabilities		16,110			22,370
Deferred revenue		2,943			1,879
Net cash provided by operating activities		30,665			43,270
Cash flows from investing activities:
Capitalized software		(3,306	)		(4,520	)
Capital expenditures		(17,897	)		(13,601	)
Data acquisition costs		(418	)		(418	)
Proceeds from sales of assets		25,494			-
Equity investments		(1,000	)		-
Net cash provided by (used in) investing activities		2,873			(18,539	)
Cash flows from financing activities:
Payments of debt		(8,070	)		(8,048	)
Sale of common stock, net of stock acquired for withholding taxes		6,039			4,074
Excess tax benefits from share-based compensation		1,067			1,529
Acquisition of treasury stock		-			(15,229	)
Net cash used in financing activities		(964	)		(17,674	)
Cash flows from discontinued operations:
From operating activities		-			(3,954	)
Net cash provided by discontinued operations		-			(3,954	)
Effect of exchange rate changes on cash		(81	)		136
Net change in cash and cash equivalents		32,493			3,239
Cash and cash equivalents at beginning of period		137,850			186,390
Cash and cash equivalents at end of period		170,343			189,629
Supplemental cash flow information:
Cash paid during the period for:
Interest		2,478			1,925
Income taxes		2,070			96

14

ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the Twelve Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net earnings		4,108			6,703
Earnings from discontinued operations, net of tax		-			(15,351	)
Non-cash operating activities:
Depreciation and amortization		82,690			85,463
Loss on disposal of assets		1,725			232
Impairment of goodwill and other assets		1,315			6,829
Deferred income taxes		(8,818	)		(11,664	)
Non-cash stock compensation expense		49,145			31,463
Changes in operating assets and liabilities:
Accounts receivable		(11,161	)		(13,014	)
Other assets		(172	)		(13,632	)
Accounts payable and other liabilities		4,302			25,529
Deferred revenue		(7,304	)		11,084
Net cash provided by operating activities		115,830			113,642
Cash flows from investing activities:
Capitalized software		(14,477	)		(14,880	)
Capital expenditures		(47,993	)		(47,423	)
Data acquisition costs		(881	)		(1,553	)
Proceeds from sales of assets		25,494			-
Equity investments		(1,000	)		-
Cash paid in acquisitions, net of cash acquired		(137,383	)		(5,386	)
Net cash received in disposition		16,988			-
Net cash used in investing activities		(159,252	)		(69,242	)
Cash flows from financing activities:
Proceeds from debt		70,000			-
Payments of debt		(32,243	)		(87,231	)
Sale of common stock, net of stock acquired for withholding taxes		15,709			10,417
Excess tax benefits from share-based compensation		2,852			3,551
Acquisition of treasury stock		(30,542	)		(52,764	)
Net cash provided by (used in) financing activities		25,776			(126,027	)
Cash flows from discontinued operations:
From operating activities		-			6,323
From investing activities		-			124,506
From financing activities		-			(206	)
Net cash provided by discontinued operations		-			130,623
Effect of exchange rate changes on cash		(1,640	)		(377	)
Net change in cash and cash equivalents		(19,286	)		48,619
Cash and cash equivalents at beginning of period		189,629			141,010
Cash and cash equivalents at end of period		170,343			189,629
Supplemental cash flow information:
Cash paid during the period for:
Interest		7,779			8,145
Income taxes		6,866			6,100
Prepayment of debt		-			55,000
Other debt payments		32,243			32,231

15

ACXIOM CORPORATION AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
	06/30/15			09/30/15			12/31/15			03/31/16			FY2016			06/30/16			09/30/16			12/31/16			03/31/17			FY2017
Net Cash Provided by Operating Activities		11,997			21,357			37,018			43,270			113,642			750			35,482			48,933			30,665			115,830
Less (plus):
Capitalized software		(2,797	)		(3,936	)		(3,627	)		(4,520	)		(14,880	)		(3,982	)		(3,893	)		(3,296	)		(3,306	)		(14,477	)
Capital expenditures		(12,876	)		(10,244	)		(10,702	)		(13,601	)		(47,423	)		(10,694	)		(9,845	)		(9,557	)		(17,897	)		(47,993	)
Data acquisition costs		(430	)		(281	)		(424	)		(418	)		(1,553	)		(20	)		(247	)		(196	)		(418	)		(881	)
Required debt payments		(8,099	)		(8,039	)		(8,045	)		(8,048	)		(32,231	)		(8,053	)		(8,058	)		(8,062	)		(8,070	)		(32,243	)
Net cash received in disposition		-			-			-			-			-			-			16,988			-			-			16,988
Proceeds from sales of assets		-			-			-			-			-			-			-			-			25,494			25,494
Free Cash Flow to Equity		(12,205	)		(1,143	)		14,220			16,683			17,555			(21,999	)		30,427			27,822			26,468			62,718
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures,
and should be read only in conjunction with our condensed consolidated financial
statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures
and the material limitations on the usefulness of these measures, please see Appendix A.

16

ACXIOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
																															Q4 FY17 to Q4 FY16
	06/30/15			09/30/15			12/31/15			03/31/16			FY2016			06/30/16			09/30/16			12/31/16			03/31/17			FY2017			%			$
Revenues		196,895			207,345			221,193			224,655			850,088			214,801			217,267			223,312			224,867			880,247			0.1	%	212
Cost of revenue		117,709			121,312			125,735			123,626			488,382			122,819			120,105			116,468			118,294			477,686			-4.3	%	(5,332	)
Gross profit		79,186			86,033			95,458			101,029			361,706			91,982			97,162			106,844			106,573			402,561			5.5	%	5,544
% Gross margin		40.2	%		41.5	%		43.2	%		45.0	%		42.5	%		42.8	%		44.7	%		47.8	%		47.4	%		45.7	%
Operating expenses
Research and development		20,011			19,078			18,400			16,758			74,247			18,652			19,029			20,950			23,478			82,109			40.1	%	6,720
Sales and marketing		29,494			34,259			36,581			45,842			146,176			37,348			37,847			43,048			48,433			166,676			5.7	%	2,591
General and administrative		31,743			31,519			36,793			35,330			135,385			27,506			32,866			31,620			37,721			129,714			6.8	%	2,391
Impairment of goodwill and other		-			729			-			6,100			6,829			-			-			-			1,315			1,315			-78.4	%	(4,785	)
Gains, losses and other items, net		807			2,504			4,058			4,763			12,132			314			300			2,111			4,335			7,058			-9.0	%	(428	)
Total operating expenses		82,055			88,089			95,832			108,793			374,769			83,820			90,042			97,729			115,282			386,872			6.0	%	6,489
Income (loss) from operations		(2,869	)		(2,056	)		(374	)		(7,764	)		(13,063	)		8,162			7,120			9,115			(8,709	)		15,689			-12.2	%	(945	)
% Margin		-1.5	%		-1.0	%		-0.2	%		-3.5	%		-1.5	%		3.8	%		3.3	%		4.1	%		-3.9	%		1.8	%
Other income (expense)
Interest expense		(1,885	)		(1,956	)		(1,948	)		(1,880	)		(7,669	)		(1,812	)		(1,689	)		(1,743	)		(2,137	)		(7,381	)		-13.6	%	(257	)
Other, net		304			59			303			(214	)		452			307			(207	)		35			199			334			193.0	%	413
Total other expense		(1,581	)		(1,897	)		(1,645	)		(2,094	)		(7,217	)		(1,505	)		(1,896	)		(1,708	)		(1,937	)		(7,047	)		7.5	%	157
Earnings (loss) from continuing operations before income taxes		(4,450	)		(3,953	)		(2,019	)		(9,858	)		(20,280	)		6,657			5,224			7,407			(10,646	)		8,642			-8.0	%	(788	)
Income taxes		732			(2,608	)		(1,580	)		(8,176	)		(11,632	)		2,681			(1,916	)		6,334			(2,565	)		4,534			68.6	%	5,611
Net earnings (loss) from continuing operations		(5,182	)		(1,345	)		(439	)		(1,682	)		(8,648	)		3,976			7,140			1,073			(8,081	)		4,108			-380.4	%	(6,399	)
Earnings (loss) from discontinued operations, net of tax		4,143			12,068			(971	)		111			15,351			-			-			-			-			-			-100.0	%	(111	)
Net earnings (loss)		(1,039	)		10,723			(1,410	)		(1,571	)		6,703			3,976			7,140			1,073			(8,081	)		4,108			-414.4	%	(6,510	)
Diluted earnings (loss) per share		(0.01	)		0.14			(0.02	)		(0.02	)		0.09			0.05			0.09			0.01			(0.10	)		0.05			-406.1	%	(0.08	)
Diluted earnings (loss) per share continuing operations		(0.07	)		(0.02	)		(0.01	)		(0.02	)		(0.11	)		0.05			0.09			0.01			(0.10	)		0.05			-372.7	%	(0.08	)
Some earnings (loss) per share amounts may not add due to rounding

17

ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
	06/30/15			09/30/15			12/31/15			03/31/16			FY2016			06/30/16		09/30/16			12/31/16		03/31/17			FY2017
Earnings (loss) from continuing operations before income taxes		(4,450	)		(3,953	)		(2,019	)		(9,858	)		(20,280	)		6,657		5,224			7,407		(10,646	)		8,642
Income taxes		732			(2,608	)		(1,580	)		(8,176	)		(11,632	)		2,681		(1,916	)		6,334		(2,565	)		4,534
Net earnings (loss) from continuing operations		(5,182	)		(1,345	)		(439	)		(1,682	)		(8,648	)		3,976		7,140			1,073		(8,081	)		4,108
Earnings (loss) from discontinued operations, net of tax		4,143			12,068			(971	)		111			15,351			-		-			-		-			-
Net earnings (loss)		(1,039	)		10,723			(1,410	)		(1,571	)		6,703			3,976		7,140			1,073		(8,081	)		4,108
Earnings (loss) per share:
Basic		(0.01	)		0.14			(0.02	)		(0.02	)		0.09			0.05		0.09			0.01		(0.10	)		0.05
Diluted		(0.01	)		0.14			(0.02	)		(0.02	)		0.09			0.05		0.09			0.01		(0.10	)		0.05
Excluded items:
Purchased intangible asset amortization  (cost of revenue)		3,754			3,754			3,754			4,204			15,466			4,077		3,890			4,621		6,056			18,644
Non-cash stock compensation (cost of revenue and operating expenses)		8,123			7,360			8,046			7,934			31,463			8,590		11,938			13,427		15,190			49,145
Impairment of goodwill and other		-			729			-			6,100			6,829			-		-			-		1,315			1,315
Restructuring and merger charges (gains, losses, and other)		807			2,504			4,058			4,763			12,132			314		300			2,111		7,321			10,045
Gain on sales of assets (gains, losses and other)		-			-			-			-			-			-		-			-		(2,986	)		(2,986	)
Separation and transformation costs (general and administrative)		3,414			6,098			6,628			4,686			20,826			-		1,455			4,118		3,066			8,639
Accelerated amortization (cost of revenue)		1,442			78			78			252			1,850			-		-			-		-			-
Total excluded items, continuing operations		17,540			20,523			22,564			27,939			88,566			12,981		17,583			24,277		29,962			84,803
Earnings from continuing operations before income taxes
and excluding items		13,090			16,570			20,545			18,081			68,286			19,638		22,807			31,684		19,315			93,444
Income taxes		5,632			5,163			6,399			4,262			21,456			7,852		8,910			12,751		7,139			36,652
Non-GAAP net earnings		7,458			11,407			14,146			13,819			46,830			11,786		13,897			18,933		12,177			56,792
Non-GAAP earnings per share:
Basic		0.10			0.15			0.18			0.18			0.60			0.15		0.18			0.24		0.16			0.73
Diluted		0.09			0.14			0.18			0.18			0.59			0.15		0.18			0.24		0.15			0.71
Basic weighted average shares		77,918			77,960			77,831			76,753			77,616			77,471		77,446			77,507		78,012			77,609
Diluted weighted average shares		79,352			79,310			79,346			78,386			79,099			79,353		79,277			79,851		80,912			79,848
Some totals may not add due to rounding
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

18

ACXIOM CORPORATION AND SUBSIDIARIES
RESULTS BY SEGMENT
(Unaudited)
(Dollars in thousands)
																															Q4 FY17 to Q4 FY16
	06/30/15			09/30/15			12/31/15			03/31/16			FY2016			06/30/16			09/30/16			12/31/16			03/31/17			FY2017			%			$
Revenues:
Marketing Services		107,726			112,979			115,725			113,342			449,772			109,715			105,679			101,177			94,269			410,840			-16.8	%	(19,073	)
Audience Solutions		68,550			72,122			77,046			80,128			297,846			73,744			78,526			83,399			86,396			322,065			7.8	%	6,268
Connectivity		20,619			22,244			28,422			31,185			102,470			31,342			33,062			38,736			44,203			147,342			41.7	%	13,017
Total operating segment revenues		196,895			207,345			221,193			224,655			850,088			214,801			217,267			223,312			224,867			880,247			0.1	%	212
Gross profit:
Marketing Services		36,034			37,545			38,561			40,117			152,258			37,466			34,480			37,494			31,207			140,647			-22.2	%	(8,910	)
Audience Solutions		36,824			39,170			45,265			46,457			167,715			41,912			47,998			53,120			55,154			198,185			18.7	%	8,698
Connectivity		11,953			13,499			16,130			19,617			61,199			17,575			19,843			23,091			27,742			88,251			41.4	%	8,125
Total operating segment gross profit		84,811			90,214			99,956			106,191			381,172			96,953			102,321			113,705			114,104			427,084			7.5	%	7,913
Gross margin:
Marketing Services		33.4	%		33.2	%		33.3	%		35.4	%		33.9	%		34.1	%		32.6	%		37.1	%		33.1	%		34.2	%
Audience Solutions		53.7	%		54.3	%		58.8	%		58.0	%		56.3	%		56.8	%		61.1	%		63.7	%		63.8	%		61.5	%
Connectivity		58.0	%		60.7	%		56.8	%		62.9	%		59.7	%		56.1	%		60.0	%		59.6	%		62.8	%		59.9	%
Total operating segment gross margin		43.1	%		43.5	%		45.2	%		47.3	%		44.8	%		45.1	%		47.1	%		50.9	%		50.7	%		48.5	%
Income (loss) from operations:
Marketing Services		16,853			17,908			20,309			19,301			74,371			20,145			19,837			21,127			19,513			80,622			1.1	%	212
Audience Solutions		24,087			25,190			30,723			29,598			109,598			25,096			29,972			34,572			33,598			123,238			13.5	%	4,000
Connectivity		(791	)		(1,068	)		(1,015	)		(424	)		(3,298	)		291			1,663			1,877			1,502			5,333			454.3	%	1,926
Total operating segment income from operations		40,149			42,030			50,017			48,475			180,671			45,532			51,472			57,576			54,613			209,193			12.7	%	6,138
Operating income (loss) margin:
Marketing Services		15.6	%		15.9	%		17.5	%		17.0	%		16.5	%		18.4	%		18.8	%		20.9	%		20.7	%		19.6	%
Audience Solutions		35.1	%		34.9	%		39.9	%		36.9	%		36.8	%		34.0	%		38.2	%		41.5	%		38.9	%		38.3	%
Connectivity		-3.8	%		-4.8	%		-3.6	%		-1.4	%		-3.2	%		0.9	%		5.0	%		4.8	%		3.4	%		3.6	%
Total operating segment operating margin		20.4	%		20.3	%		22.6	%		21.6	%		21.3	%		21.2	%		23.7	%		25.8	%		24.3	%		23.8	%
Some totals may not add due to rounding.

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ACXIOM CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS GUIDANCE (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
	For the year ending
	March 31, 2018
Earnings before income taxes		500
Income taxes		7,500
Net loss		(7,000	)
Diluted loss per share	$	(0.09	)
Excluded items:
Purchased intangible asset amortization		24,000
Non-cash stock compensation		66,000
Gains, losses and other items, net		5,000
Separation and transformation costs		15,000
Total excluded items		110,000
Earnings before income taxes and excluding items		110,500
Income taxes (2)		44,200
Non-GAAP net earnings		66,300
Non-GAAP diluted earnings per share	$	0.80
Basic weighted average shares		80,000
Diluted weighted average shares		83,000
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a
substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial
statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP
measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on
the usefulness of these measures, please see Appendix A.
(2) Income taxes were calculated using an effective non-GAAP tax rate of 40.0%. The difference between our GAAP and Non-GAAP
tax rates was due to the effect of excluded items.

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ACXIOM CORPORATION	APPENDIX A
Q4 FISCAL 2017 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES
To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related
expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in
understanding our past performance and our future results. Our non-GAAP financial measures and schedules are
not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only
in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP
financial measures internally to understand, manage and evaluate our business and to make operating decisions.
These measures are among the primary factors management uses in planning for and forecasting future periods.
Compensation of our executives is also based in part on the performance of our business based on these
non-GAAP measures.
Our non-GAAP financial measures, including non-GAAP earnings per share and adjusted EBITDA,
reflect adjustments based on the following items, as well as the related income tax effects when applicable:
Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our
acquisitions. Purchased intangibles include (i) developed technology, (ii) customer relationships, and (iii) trade
names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the
pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated.
Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash
in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful
supplemental information regarding our operational performance.
Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock
units, performance shares and stock options in accordance with current GAAP related to stock-based
compensation including expense associated with stock-based compensation related to unvested options assumed
in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it
is useful to investors to understand the impact of the application of these standards to our operational
performance. Although stock-based compensation expense is calculated in accordance with current GAAP and
constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is
not an expense that typically requires or will require cash settlement by us and because such expense is not used
by us to assess the core profitability of our business operations.
Restructuring charges: During the past several years, we have initiated certain restructuring activities
in order to align our costs in connection with both our operating plans and our business strategies
based on then-current economic conditions. As a result, we recognized costs related to termination
benefits for associates whose positions were eliminated, lease termination charges, and leasehold improvement
write offs. During the current year, we also recognized gains on the sale of the Acxiom Impact business and certain real
estate. These items, reported as gains, losses, and other items, net, are excluded from non-GAAP results because
such amounts are not used by us to assess the core profitability of our business operations.
Merger expenses:  During the current year we have incurred certain third party expenses associated with the
acquisitions of Arbor and Circulate.  These items, reported as gains, losses and other items, net, are excluded from
non-GAAP results because such amounts are used by us to assess the core profitability of our business operations.

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Separation and transformation costs: In prior years, we incurred significant expenses in connection with the

separation of our IT Infrastructure Management ("ITO") and the subsequent transformation of our remaining

operating segments. This work enabled us to transform our external reporting and provide investors with enhanced

transparency and more granular segment-level disclosures in addition to facilitating the ITO disposition. In the

current year, we are incurring expenses to further separate the financial statements of our three operating segments,

with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding

separation and transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in

nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and

3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our

business. We expect to complete these current projects in the next fiscal year. We believe excluding these items from

our non-GAAP financials measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:

Non-GAAP EPS and Non-GAAP Income (loss) from Operations: Our non-GAAP earnings per share and Non-

GAAP income (loss) from operations reflect adjustments as described above, as well as the related tax effects

where applicable.

Adjusted EBITDA: Adjusted EBITDA is defined as net income (loss) from continuing operations before income

taxes, other expenses, depreciation and amortization, and including adjustments as described above.  We use

Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as

within our operating segments and to compare our results to those of our competitors. We believe that the

inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors

in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be

considered in isolation or as an alternative to net earnings as an indicator of our performance.

Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash

flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow

less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments

of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash

flow is meaningful since it represents the amount of money available from continuing operations for the

Company's discretionary spending after funding all required obligations including scheduled debt payments.

The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an

alternative to cash flows from operating activities as a measure of liquidity.

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