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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG
ACT OF 1934
For the fiscal year ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-13163
ACXIOM(R) CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 71-0581897
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1 INFORMATION WAY, P.O. BOX 8180, LITTLE ROCK, ARKANSAS 72203-8180
(Address of principal executive offices) (Zip Code)
(501) 342-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the registrant's Common Stock,
$.10 par value per share, as of June 20, 2000 as reported on the Nasdaq National
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Market, was approximately $2,433,946,068. (For purposes of determination of the
above stated amount only, all directors, officers and 10% or more shareholders
of the registrant are presumed to be affiliates.)
The number of shares of Common Stock, $.10 par value per share, outstanding as
of June 20, 2000 was 88,135,363.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Acxiom Corporation's Annual Report to Shareholders for the
fiscal year ended March 31, 2000 ("Annual Report") are incorporated by reference
into Parts I and II of this Form 10-K.
Portions of the Proxy Statement for the Annual Meeting of Shareholders
("2000 Proxy Statement") are incorporated by reference into Part III of this
Form 10-K.
PART I
Item 1. Business
SUMMARY
We are a leader in customer data integration in support of customer relationship
management. We offer innovative database marketing services, advanced data
integration and delivery technologies, and premier data content. Acxiom enables
businesses to develop and deepen customer relationships by achieving a single
view of customers across the enterprise. Founded in 1969, Acxiom is based in
Little Rock, Arkansas, with operations throughout the United States and in the
United Kingdom, France, Spain and Australia.
Our products and services enable our clients to use information to improve their
business decision-making and effectively manage existing and prospective
customer relationships. We believe that we offer our clients the most
technologically advanced, accurate and timely solutions available. Our solutions
are customized to the specific needs of our clients and the industries in which
they operate.
We target organizations that view data as a strategic competitive advantage and
an integral component of their business decision-making process. Historically,
our client base has primarily been Fortune 1000 companies in the financial
services, insurance, information services, direct marketing, publishing, retail
and telecommunications industries. More recently, our industry focus has
expanded to include the pharmaceuticals/healthcare, e-commerce, Internet,
utilities, automotive, high technology, packaged goods and media/entertainment
industries. Our top 25 clients include:
ADP Financial Information Bank of America Household International,
Services, Inc. Chase Manhattan Bank Inc.
Advance Publications, Inc. Citigroup IBM Corporation
Allstate Insurance Company Conseco, Inc. The Polk Company
American Express Travel Deluxe Corporation Procter & Gamble
Related Services Company, Federated Department Rodale, Inc.
Inc. Stores, Inc. Sears, Roebuck and Co.
American National Can First USA Bank Trans Union LLC
Associates First Capital General Electric Vodafone Airtouch Plc
AT&T Corporation Capital Corporation Wal-Mart Stores, Inc.
Guideposts
Our primary development initiatives over the past three years have been
AbiliTecsm, our patented customer data integration technology, and the Acxiom
Data Network(SM), our proprietary delivery vehicle for AbiliTec and our
InfoBase(TM) data products. We believe that AbiliTec is the fastest, most
accurate customer data integration technology available in the global
marketplace today. The Acxiom Data Network is a web-enabled technology that
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allows us to cost effectively provide our clients with real-time desktop access
to actionable information over the Internet and via private networks. We expect
that the ease of use and low cost delivery of the Acxiom Data Network will allow
us to extend our scope of services in the existing markets we serve and, through
channel distribution partners, to expand our client base to include the middle
market and small office/home office companies seeking customer relationship
management solutions. For a more detailed discussion of AbiliTec and the Acxiom
Data Network, see the section below under "Acxiom's Business / Competitive
Strengths / AbiliTec and the Acxiom Data Network: Industry-leading customer data
integration and customer relationship management technologies."
We have increased revenue from $754.1 million in fiscal year 1999 to $964.5
million in fiscal year 2000, representing an increase of 28%. Over the same time
period, our diluted earnings per share has increased from $0.78 (excluding
special charges) to $1.00, also a 28% increase. Also during this time period,
our operating profit margin has improved from 15.6% in fiscal 1999 (excluding
special charges) to 17% in fiscal 2000. In fiscal 2000, approximately 62% of our
total revenue was under long-term contracts with initial terms of three years or
longer, up from 53% in the prior year. In addition, we reduced the number of
days sales outstanding from 80 days at the end of fiscal 1999 to 67 days at the
end of fiscal 2000, which was significantly better than our 72-day target.
Information Services Industry
We believe the following trends and dynamics in the information services
industry will continue to provide us with growth opportunities:
Increasing recognition of data as a competitive resource
Increasing amount of raw data to manage
Growth of the Internet and e-commerce
Increasing importance of customer relationship management and customer data
integration to major corporations
Evolution of one-to-one marketing
Growth in technology partnering
Competitive Strengths
We intend to reinforce our position as a leading provider of customer data
integration and information management solutions by capitalizing on our
competitive strengths, which include:
Industry-leading customer data integration and customer relationship
management technology: AbiliTec and the Acxiom Data Network
Ability to build and manage large-scale databases
Accurate and comprehensive data content
Comprehensive information management services
Ability to attract and retain talent
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Growth Strategy
Using our competitive strengths, we are continuing to pursue the following
strategic initiatives:
Leverage AbiliTec and the Acxiom Data Network
Further penetrate existing and new client industries
Expand data content
Capture cross-selling opportunities
Pursue international opportunities
Seek acquisitions and alliances that complement or expand our business
RISK FACTORS
The risks described below could materially and adversely affect our business,
financial condition and results of future operations. These risks are not the
only ones we face. Our business operations could also be impaired by additional
risks and uncertainties that are not presently known to us, or that we currently
consider immaterial.
We must continue to improve and gain market acceptance of our technology,
particularly AbiliTec and the Acxiom Data Network, in order to remain
competitive and grow.
The complexity and uncertainty regarding the development of new high
technologies affects our business greatly, as does the loss of market share
through competition, or the extent and timing of market acceptance of new
technologies like AbiliTec and the Acxiom Data Network. We are also affected by:
the potential lengthening of sales cycles due to the nature of AbiliTec
being an enterprise-wide solution;
the introduction of competent, competitive products or technologies by
other companies;
changes in the consumer and/or business information industries and markets;
the company's ability to protect proprietary information and technology or
to obtain necessary licenses on commercially reasonable terms; and
the impact of changing legislative, regulatory and consumer environments in
the geography where AbiliTec will be deployed.
Maintaining technological competitiveness in our data products, processing
functionality, software systems and services is key to our continued success.
Our ability to continually improve our current processes and to develop and
introduce new products and services is essential in order to maintain our
competitive position and meet the increasingly sophisticated requirements of our
clients. If we fail to do so, we could lose clients to current or future
competitors which could result in decreased revenues, net income and earnings
per share. In addition, there could be a change in the general economic climate
which would result in a reduction in demand for our products and services.
Changes in legislative, regulatory, or consumer environments relating to
consumer privacy or information collection and use may affect our ability to
collect and use data.
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There could be a material adverse impact on our direct marketing, data sales,
and AbiliTec business due to the enactment of legislation or industry
regulations, or simply a change in customs, arising from public concern over
consumer privacy issues. Restrictions could be placed upon the collection,
management, aggregation and use of information that is currently legally
available, in which case our cost of collecting some kinds of data might be
increased materially. It is also possible that we could be prohibited from
collecting or disseminating certain types of data, which could in turn
materially adversely affect our ability to meet our clients' requirements.
Data suppliers might withdraw data from us, leading to our inability to provide
products and services.
Much of the data that we use is either purchased or licensed from third parties.
We compile the remainder of the data that we use from public record sources. We
could suffer a material adverse effect if owners of the data we use were to
withdraw the data from us. Data providers could withdraw their data from us if
there is a competitive reason to do so or if legislation is passed restricting
the use of the data. If a substantial number of data providers were to withdraw
their data, our ability to provide products and services to our clients could be
materially adversely impacted which could result in decreased revenues, net
income and earnings per share.
Failure to attract and retain qualified personnel could adversely affect our
business.
In the current marketplace, competition for qualified technical, sales and other
personnel is intense, and we periodically are required to pay premium wages to
attract and retain personnel. There can be no assurance that we will be able to
continue to hire and retain sufficient qualified management, technical, sales
and other personnel necessary to conduct our operations successfully,
particularly if the planned growth occurs.
Short-term contracts affect the predictability of our revenues.
While approximately 62% of our total revenue is currently derived from long-term
client contracts (defined as contracts with initial terms of three years or
longer), the remainder is not. With respect to that portion of our business
which is not under long-term contract, revenues are less predictable, and we
must engage in continual sales efforts to maintain revenue stability and future
growth.
Our operations outside the U.S. subject us to risks normally associated with
international operations.
We conduct business outside of the United States. During the last fiscal year,
we received approximately 6% of our revenues from business outside the United
States. As part of our growth strategy, we plan to continue to pursue
opportunities outside the U.S. Accordingly, our future operating results could
be negatively affected by a variety of factors, some of which are beyond our
control. These factors include regulatory, political or economic conditions in a
specific country or region, trade protection measures, and other regulatory
requirements. In order to successfully expand non-U.S. revenues in future
periods, we must continue to strengthen our foreign operations, hire additional
personnel and continue to identify and execute beneficial strategic alliances.
To the extent that we are unable to do these things in a timely manner, our
growth, if any, in non-U.S. revenues will be limited, and our operating results
could be materially adversely affected. Although foreign currency translation
gains and losses are not currently material to our consolidated financial
position, results of operations or cash flows, an increase in our foreign
revenues could subject us to foreign currency translation risks in the future.
Additional risks inherent in our non-U.S. business activities generally include,
among others, potentially longer accounts receivable payment cycles, the costs
of and difficulties in managing international operations, potentially adverse
tax consequences, and greater difficulty enforcing intellectual property rights.
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Loss of data center capacity or interruption of telecommunication links could
adversely affect our business.
Our ability to protect our data centers against damage from fire, power loss,
telecommunications failure or other disasters is critical to our future. The
on-line services we provide are dependent on links to telecommunication
providers. We believe we have taken reasonable precautions to protect our data
centers and telecommunication links from events that could interrupt our
operations. Any damage to our data centers or any failure of our
telecommunications links that causes interruptions in our operations could
materially adversely affect our ability to meet our clients' requirements, which
could result in decreased revenues, income, and earnings per share.
Failure to favorably negotiate or effectively integrate acquisitions could
adversely affect our business.
From time to time, our growth strategy has included growth through acquisitions.
While we believe we have been relatively successful in implementing this
strategy during previous years, there is no certainty that future acquisitions
will be consummated on acceptable terms or that any acquired assets, data or
businesses will be successfully integrated into our operations. Our failure to
identify appropriate acquisition candidates, to negotiate favorable terms for
future acquisitions, or to successfully integrate them into our existing
operations could result in decreased revenues, net income and earnings per
share.
Postal rate increases could lead to reduced volume of business.
The direct marketing industry has been negatively impacted from time to time
during past years by postal rate increases. Any future increases will, in our
opinion, force direct mailers to mail fewer pieces and to target their prospects
more carefully. This sort of response by direct mailers could negatively affect
us by decreasing the amount of processing services purchased from us, which
could result in lower revenues, net income and earnings per share.
RECENT DEVELOPMENTS
Effective April 25, 2000, we sold a part of our DataQuick business group, which
is based in San Diego, California, for $55.5 million. We retained the real
property data sourcing and compiling portion of DataQuick. Of the total sale
price, we received $30 million on the sale date, and will receive the remainder
on October 25, 2000. We will report the gain on the sale of these assets in the
first quarter of fiscal 2001.
ACXIOM'S BUSINESS
Overview
We are a leader in customer data integration in support of customer relationship
management. We offer innovative database marketing services, advanced data
integration and delivery technologies, and premier data content. Acxiom enables
businesses to develop and deepen customer relationships by achieving a single
view of customers across the enterprise. Founded in 1969, Acxiom is based in
Little Rock, Arkansas, with operations throughout the United States and in the
United Kingdom, France, Spain and Australia.
Our products and services enable our clients to use information to improve their
business decision-making and effectively manage existing and prospective
customer relationships. We believe that we offer our clients the most
technologically advanced, accurate and timely solutions available. Our solutions
are customized to the specific needs of our clients and the industries in which
they operate.
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Information Services Industry
In today's technologically advanced and competitive business environment,
companies are using vast amounts of customer, prospect and marketplace
information to manage their businesses. As a result, an information services
industry has evolved that provides a broad range of products and services.
Within this industry, our products and services are centered on customer data
integration and customer relationship management. To this end, we provide data
warehousing, database management, real-time information delivery, data content,
and data center and network management. Our products and services enable our
clients to use information to improve business decision-making and manage
customer relationships. This information can be used to answer our clients'
important business questions such as:
What are the profiles of our existing customers?
Who are our prospective customers?
Who are our most profitable customers?
What do our customers want and when do they want it?
How do we service our customers?
How should we price our products and services?
What distribution channels should we use?
What new products should we develop?
We believe the trends and dynamics that will provide us growth opportunities
include the following:
Increasing recognition of data as a competitive resource. Since the 1970's,
businesses have gathered and maintained increasing amounts of customer, product,
financial, sales and marketing data in an electronic format in order to better
manage their operations. Generally, businesses have maintained this data in a
number of discrete and often incompatible systems, and therefore, the data has
not been readily accessible. More recently, advances in information technology
have allowed this data to be accessed and processed more cost effectively into
useful strategic information and shared more efficiently within an organization.
This has caused many companies to invest in managing and maintaining their own
internal data and integrating their data with external data sources to improve
business decision-making.
In a report published in October, 1999 by the Meta Group Inc., a Stamford,
Connecticut information technology consulting firm, Meta predicted that the
nation's largest companies will need to spend up to $250 million each over the
next three years on programs to help them attract and retain customers.
Corporations are continuing to increase the amount of expenditures allocated to
building data warehouses, which are central repositories for the data that
resides within businesses. International Data Corporation projects that the data
warehouse market will grow from $10.9 billion in 1999 to $27.6 billion in 2003.
Companies using data as a competitive resource have traditionally consisted of
Fortune 1000 companies in the financial services, insurance, publishing,
information service and retail industries. This group is expanding to include
companies in the telecommunications, pharmaceuticals/healthcare, e-commerce,
Internet, utilities, packaged goods, automotive, technology and
media/entertainment industries. Advances in technology and reductions in
hardware and software costs have also helped expand the universe of users to
include middle market and small office/home office companies across multiple
industries.
Increasing amount of raw data to manage. The combination of demographic shifts
and lifestyle changes, the proliferation of new products and services, and the
evolution of multiple marketing channels have made the information management
process increasingly complex. Marketing channels now include cable and satellite
television, telemarketing, direct mail, direct response, in-store point-of-sale,
on-line services and the Internet. The multiplicity of these marketing channels
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has created more data and compounded the growth and complexity of managing data.
Advances in computer and software technology have also unlocked vast amounts of
customer data which historically was inaccessible, further increasing the amount
of existing data to manage and analyze. Today, it is common for a business to
keep several thousand to tens of thousands of characters of information about
each customer. This compares to a few hundred characters of information kept ten
to twelve years ago. As these data resources expand and become more complex, it
also becomes increasingly difficult to maintain the quality and integrity of the
data.
Growth of the Internet and e-commerce. The emergence of the Internet is
dramatically changing how consumers and businesses are purchasing products and
services. International Data Corporation estimates that transactions over the
Internet will increase from approximately $80.5 billion worldwide in 1999 to
$726.1 billion worldwide in 2003. As a result of this change, traditional
marketing techniques are being challenged. Businesses are being forced to change
how they market to and interact with their customers. This shift is creating an
entirely new set of marketing complexities and opportunities, which will require
businesses to better understand and utilize customer and market data. Businesses
are seeking access to highly sophisticated technology resources in order to
manage this new data rich environment and to capitalize on the tremendous growth
opportunities associated with this new medium.
Increasing importance of customer relationship management and customer data
integration to major corporations. Customer relationship management has recently
emerged as one of the most important issues facing global companies. In
conjunction with the Internet and e-business, customer relationship management
is fundamentally changing the way companies organize and conduct their
businesses. Whole new markets are being created around the technologies and
services that underlie customer relationship management. The International Data
Corporation predicts that the total worldwide customer relationship management
services market will reach $109.4 billion by 2003, compared with $36.6 billion
in 1999. Within the customer relationship management field, there is a growing
recognition of the necessity of being able to quickly and efficiently integrate
customer data in order for customer relationship management to work effectively.
Evolution of one-to-one marketing. Advances in information technology combined
with the ever increasing amounts of raw data and the changing household and
population profiles in the United States have spurred the transition from
traditional mass media to targeted one-to-one marketing. One-to-one marketing
enables the delivery of a customized message to a defined audience and the
measurement of the response to that message. The Internet has rapidly emerged as
an ideal one-to-one marketing channel. It allows marketing messages to be
customized to specific consumers and allows marketers to make immediate
modifications to their messages based on consumer behavior and response. The
Internet can also accomplish these objectives far more cost effectively than
existing marketing mediums.
Growth in technology partnering. Companies are increasingly looking outside of
their own organizations for help in managing the complexities of their
information needs. The reasons for doing so include:
allowing a company to focus on its fundamental business operations
avoiding the difficulty of hiring and retaining scarce technical personnel
taking advantage of world-class expertise in particular specialty areas
benefiting from the cost efficiencies of outsourcing
avoiding the organizational and infrastructure costs of building in-house
capability
benefiting more from the latest technologies
Competitive Strengths
We believe we possess the following competitive strengths which allow us to
benefit from these industry trends and offer solutions to the information needs
of our clients:
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AbiliTec and the Acxiom Data Network: Industry-leading customer data integration
and customer relationship management technologies.
AbiliTec. We believe that AbiliTec and the Acxiom Data Network are emerging
as the leading solution for companies seeking to better integrate their customer
data and manage their customer relationships. Customer relationship management
involves studying, identifying, acquiring and retaining customers. Knowledge
delivered directly and immediately to a desktop or customer point of contact in
real time is critical to the customer relationship management process.
As the basic infrastructure for integrated customer relationship management
solutions, AbiliTec allows the linking of disparate databases across a client's
business and makes possible personalized, real-time customer relationship
management at every customer touch-point. It allows our clients to accomplish
goals that were not possible before. We believe that AbiliTec's unprecedented
accuracy and speed should quickly establish it as the industry standard for
customer data integration, both as an internal processing tool and as the
enabler of the single customer view that drives true, one-to-one marketing.
AbiliTec is a data integration tool that permits up-to-the-minute updating of
consumer and business information with our data, thereby creating a new level of
data accuracy within the industry. By applying this unique, patented technology,
we are able to properly cleanse data and eliminate redundancies, constantly
update the data to reflect real-time changes, and combine our data with our
clients' data.
We will continue with the strategy announced last year to pursue and invest in
the implementation of AbiliTec globally during the next 18 to 24 months. Our
goal is to continue to grow our revenue at our recent historical rates while
aggressively investing in AbiliTec in order to maintain our first-to-market
advantage with this unique technology. During the last year, we completed the
successful validation of the AbiliTec technology, noting substantial
improvements in the speed and accuracy of combining or appending data and in the
accurate matching of valid names and addresses. We are currently putting in
place the processes and production infrastructure to process massive amounts of
data, and we are continuing to improve the technology and taking the first steps
necessary for AbiliTec to become a global offering. In addition, we are holding
training sessions across the company designed to better equip our associates
with the knowledge and support they need to sell the AbiliTec technologies as
enterprise-wide solutions.
Some of the advantages already realized by the implementation of AbiliTec are:
We have estimated that a major retailing client can save $30 million a year
in postal costs alone due to a 5.2% improvement in the identification of
duplicates and unmailable addresses by applying AbiliTec links to its 60
million-record data warehouse.
A major database of e-mail addresses that once took 17 hours to update can
be updated with AbiliTec in 1.5 hours, a 91% improvement that gives
Internet marketers the crucial information they need much more quickly.
Using traditional processing methods, only 3.3% of name-and-address records
contained in a major financial services company's database were flagged for
suppression. With AbiliTec, 9.8% of the files were identified for
suppression, or almost a three-fold improvement.
Real estate data gathered from recorders' and assessors' offices across the
country, with AbiliTec links applied, can be ready for marketers' use
within three hours versus 24 hours with traditional processing methods, an
88% improvement.
As our business has grown over the years, more and more demand has been
placed on our mainframe computers. The speed of AbiliTec lessens that load.
For example, processing a leading national retailer's 250 million-record
data warehouse with AbiliTec saves 500 hours or almost 21 non-stop 24-hour
days of mainframe usage per month.
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The financial benefits for our clients generated by faster processing times are
multi-faceted. Our clients will gain advantages from AbiliTec by:
Greatly improving the speed in which campaigns are brought to market in
order to seize on opportunities more quickly than their competitors can.
Leveraging shorter turnaround times to increase the frequency of data
warehouse updates. With AbiliTec, some Acxiom clients have moved from
monthly to weekly updates, others from weekly to nightly, and some have
plans to utilize the technology in an on-line transaction process (OLTP)
mode to update their data continuously, as new information becomes
available.
Basing marketing and other business decisions on more accurate data. In the
world of customer or prospect data warehouses, fresher information equals
more accurate information.
We also believe that AbiliTec will enable our clients to better serve the
consumer privacy preferences of their customers. Just as AbiliTec allows
businesses to create a single view of their customers in real time for marketing
purposes, it will make it much easier for businesses to allow their customers to
access, correct and selectively opt-out their information, provide better
safeguards around their customers' information, and facilitate the addition of
information such as preference in time and manner of contact.
The Acxiom Data Network.
The Acxiom Data Network is an on-line access and web-enabled delivery system
that provides authorized clients with real-time desktop access to our AbiliTec
technology and our data via the Internet. It also enables our clients to have
real-time access from their desktops to our consumer and business data products,
as well as proprietary client data content from databases that we build and
manage for our clients. In addition, it allows clients to integrate their
existing databases together in ways that have previously been difficult or
impossible.
The Acxiom Data Network allows us and our clients to integrate data directly
into customer relationship applications such as:
customer analysis
interactive web pages
call centers
direct mail initiatives
campaign management
point-of-sale
customer service automation
sales force automation
Delivery of information over the Internet or via private network, as opposed to
traditional delivery through CD-ROM, floppy discs, tape cartridges and tapes,
significantly reduces the turnaround time from days to minutes or seconds and
reduces the operating costs associated with extended processing and turnaround.
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This affordable access to data content will enable us to more efficiently serve
our traditional Fortune 1000 client base and it will also enable us to expand
our potential client base to include what we believe to be over 20 million U.S.
middle market and small office/home office businesses. We are working with
channel partners, who are leading e-commerce and industry specialized software
solution providers, to expand the market presence of the Acxiom Data Network.
The use of channel partners opens new markets to us, stimulates product
development, and creates new revenue generating capabilities.
Ability to build and manage large-scale databases.
We have extensive experience in developing and managing large-scale databases
for some of the world's largest companies including: AT&T, Allstate, Citibank,
General Electric, IBM, and Wal-Mart. Our state-of-the-art data centers,
computing capacity and operating scale enable us to access and process vast
amounts of raw data and cost effectively transform the data into useful
information. We house over 300 terabytes of disk storage. A terabyte is
approximately one trillion bytes, and is the scale often used when measuring
computer storage.
We provide a complete solution that starts with consulting, integrates data
content, applies data management technology and delivers customer relationship
management applications to the desktop. Our open system client/server
environment allows our clients to use a variety of tools, and provides the
greatest flexibility in analyzing data relationships. This open system
environment also optimizes our clients' requirements for volume, speed,
scalability and functional performance.
Accurate and comprehensive data content.
We believe that we have the most comprehensive and accurate collection of United
States consumer, business, property and telephone marketing data available from
a single supplier. Our InfoBase consumer database contains approximately 17
billion data elements, which we believe covers over 95% of all households in the
United States. Our InfoBase business database covers approximately 15 million
United States businesses. Our real estate database, which includes most major
United States metropolitan areas, covers approximately 70 million properties in
41 states. We believe our InfoBase TeleSource product represents the most
comprehensive repository of accurate telephone number information for business
and consumer telephone numbers in the United States and Canada. We believe we
process more mailing lists than any other company in the United States. Our
clients use this data to manage existing customer relationships and to target
prospective customers.
Comprehensive information management services.
We offer our clients comprehensive, integrated information management solutions
tailored to their specific needs. We believe our total solution approach is a
competitive strength because it allows our clients to use a sole service
provider for all of their information management needs. Our IT solutions cover
the computing requirements of our clients, ranging from full mainframe
information processing centers to desktop applications. We currently operate
several large mainframe and midrange data centers, manage numerous networks, and
host Internet applications. We offer information management services in the
following areas:
mainframe computing operations
client server management
network management
web hosting and content change management
help desks
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high-speed electronic printing
print and mailing outsourcing
bill presentation services
Ability to attract and retain talent.
We believe our progressive culture allows us to attract and retain top
associates, especially those in technology fields where critical technical
skills are scarce. Our culture is based on concepts such as leadership,
associate development, and continuous improvement. Our business culture rewards
customer satisfaction, associate satisfaction and profitability. In addition to
our culture, our extensive geographic presence, with over 50 locations in the
United States, Europe, and Australia, including Atlanta, Chicago, London, Los
Angeles, New York, Phoenix, and Sydney, has enhanced our ability to attract
talented associates. In both 1998 and 1999, we were included on Fortune
magazine's listing of the 100 best companies to work for in America. In 2000, we
were named in ComputerWorld magazine as one of the top 100 information
technology companies to work for, and Business Week ranked us in its list of the
top 200 IT companies in the U.S.
Growth Strategy
Using our competitive strengths, we are pursuing a strategy that includes the
following initiatives:
Leverage AbiliTec and the Acxiom Data Network.
Our primary development initiative over the past three years has been AbiliTec
and the Acxiom Data Network. These are proprietary technologies that enable us
to provide our clients with what we believe to be the industry's most effective
means to integrate their customer information and then enhance it with our
consumer and business information in a real-time manner over the Internet or via
private network. The Abilitec and Acxiom Data Network technologies are available
to a broad range of business enterprises that desire to manage existing and
prospective customer relationships. Our technology to deliver this capability
over the Internet via the Acxiom Data Network was the first offered in the
marketplace in 1998. Our goal is to establish these technologies as the widely
accepted standard for integrating, managing and enhancing consumer and business
data, providing a single, accurate and comprehensive view of the customer in
real time across the enterprise. We are marketing AbiliTec and the Acxiom Data
Network through our existing sales organization and through alliances with our
channel partners, who include leading e-commerce and industry specialized
software solution providers such as Oracle and Hewlett Packard. We expect to
generate revenues from AbiliTec and the Acxiom Data Network in two primary ways:
Our clients can license the AbiliTec technology and access the Acxiom Data
Network as tools to integrate the customer data residing on their internal
systems on an ongoing basis and then enhance that information with our
InfoBase data product offerings.
Our clients can use the Acxiom Data Network as a cost effective channel for
accessing our data products. The ease of use and low cost delivery of the
Acxiom Data Network will allow us to extend our scope of services in our
existing markets and expand our client base to include the large pool of
smaller companies seeking customer relationship management solutions. These
markets have not historically been cost effective markets for us.
In addition to the benefits we expect to provide for our clients, we anticipate
that the full deployment of AbiliTec will also result in significant computer
and personnel cost saving to us internally.
Further penetrate existing and new client industries.
Our clients expect information management solutions tailored to the needs of
their industry. We have developed specific knowledge for the industries we
serve, including the financial services, insurance, information services, direct
-12-
marketing, publishing, retail, pharmaceuticals/healthcare, technology and
telecommunications industries. We expect to continue to expand our presence in
these industries as well as to penetrate new industries as their information
management needs increase. The telecommunications and utilities industries are
examples of industries where information about existing and prospective
customers is becoming increasingly important as they move into a deregulated
environment. Other industries which we believe are undergoing change that will
increase the need for data and information management services include the
e-commerce, Internet, automotive, packaged goods and media/entertainment
sectors.
Expand data content.
We continue to invest substantial resources to maintain the quality and increase
the scope of our databases. We enhance our databases by adding new data through
multiple sources and increasing the accuracy of the data through the use of
AbiliTec. Expanding our data content offerings enables us to grow existing
client relationships, capture new clients and enter new industries. Data content
also represents an attractive business model for us because we can repackage it
into multiple formats or sell it through various distribution channels,
including the Acxiom Data Network, at a minimal incremental cost.
Capture cross-selling opportunities.
Our established client base is primarily composed of Fortune 1000 companies.
These clients use a single product or service or a combination of multiple
products and services. Our consultative approach, comprehensive set of services
and products and long-standing client relationships, combined with the
increasing information needs of our clients, provide us with a significant
opportunity to offer our existing client base new and enhanced services
and products.
Pursue international opportunities.
We first entered the international marketplace with an acquisition in the United
Kingdom in 1986, and have made additional acquisitions in Spain and France to
further develop a European presence. Most recently, we have entered into a
strategic alliance with a German media and information services company, AZ
Bertelsmann Direct. Bertelsmann has a database of 35 million names in Germany
alone, and does extensive work in Austria and Switzerland, as well as in Spain.
Together with Bertelsmann, we intend to deliver international marketing data and
information management solutions to multinational clients operating in the major
European markets. The alliance will combine the geographic market strengths of
Bertelsmann operations in Germany and Austria with Acxiom operations in the
United Kingdom. The alliance also will leverage the complementary market
services of each company, notably the international data content assets of
Bertelsmann and the international customer data integration, customer
relationship management, and data access and delivery solutions offered by
Acxiom. The alliance will be an important step towards introducing AbiliTec as
the industry standard for customer data integration across Europe. We believe
that the introduction of AbiliTec to the European market will be accelerated and
enhanced by Bertelsmann's exceptional access to high quality data content.
The Bertelsmann alliance is complementary to the Levante Global(TM) CRM
Solutions alliance that was entered into during the last year with OgilvyOne, a
leading worldwide marketing agency owned by WPP Group. The Levante alliance
combines OgilvyOne's strategic and consultative skills with AbiliTec and other
Acxiom technology to help companies deploy international database marketing
programs. Also during the past year, we entered into a strategic alliance with
PBL, a large publisher and broadcasting company in Sydney, Australia, through
which we are offering our services in Australia and New Zealand.
Effective April 1, 2000, we changed our internal operations so as to integrate
what was formerly a separate international revenue division into the domestic
revenue divisions, so that each operating division now has an international
component. Our intention is to transform Acxiom from a company with
international offices into a global company capable of providing solutions to
our customers in any part of the world. This represents a fundamental change not
only in terms of organizational structure, but in all of our processes. It is
affecting how we communicate, how we sell, how we market, and how we team. We
have been configuring our European operations centers to support larger, more
-13-
complex software systems, and plans to market AbiliTec globally are underway. We
have formed a global solutions resource team which has the mission of helping
our sales force expand our global customer base. In addition to exploring new
business opportunities, this team consults with sales and account leaders in
building relationships with our largest international customers.
We believe that our existing international presence, combined with the emerging
market demand for our information services, represents a large growth
opportunity for us.
Seek acquisitions and alliances.
We will continue to seek acquisition and alliance opportunities with companies
that can complement or expand our business by offering unique data content,
strategic services or market presence in a new industry. Previous acquisitions
have significantly extended our range of products and services, increased our
client base, and expanded our industry coverage. We currently have a number of
strategic alliances and actively seek new alliances with channel partners,
software developers and data content providers that will strengthen our position
in the marketplace and help us better serve our customers.
-14-
Lines of Business
We have three primary lines of business: Services, Data Products, and
Information Technology Management.
Services
Our Services segment provides solutions which integrate and manage customer,
consumer, and business data using our information management skills and
technology. With the development and implementation of AbiliTec and the Acxiom
Data Network, we are poised to transition our traditional processing and data
delivery methods to the faster, more efficient methods described above. See the
discussion of AbiliTec and the Acxiom Data Network under "Competitive Strengths"
above. We use our core competencies of data integration, data management and
data delivery to build customized solutions for our clients. Our primary
services include the following:
Service Description
Marketing database and Develops strategies to effectively use and
data warehouse design transform data into actionable information
consulting
Selects data elements that are relevant for a
particular client's goals and industry
Lays foundation for data warehouse/database
development and marketing campaigns
Data integration Standardizes, converts, cleanses and validates
data to ensure accuracy and remove duplicative
and unnecessary data
Creates accurate and comprehensive standardized
customer profile from disparate data sources
Augments client's data with our proprietary data
Data warehouse/database Designs, models and builds data warehouse/
management and delivery database
Provides data warehouse/database maintenance and
updates
Delivers information through a variety of
channels including the Internet via the Acxiom
Data Network
Customer relationship Provides market planning, analytical and
applications statistical modeling, campaign management,
management channel implementation, and tracking and
reporting applications
Enables client to manage and monitor customer
relationships
List processing Provides processing tools to increase accuracy,
deliverability and efficiency of marketing lists
Addresses and pre-sorts mailing to maximize
postal discounts and minimize handling costs
Cleanses and integrates mailing list data
-15-
Data Products
Our InfoBase data products include both business and consumer data. We believe
InfoBase represents the industry's most comprehensive and accurate marketing
data product offerings that are sold on a stand-alone basis as well as
integrated with our customized service offerings.
Our primary products include the following:
Product Description
InfoBase Enhancement InfoBase Enhancement is the leading consumer data
(Consumer) enhancement product containing demographic and
lifestyle information on the majority of U.S.
households, and providing instant access to the first
and largest multi-source database in the U.S.
InfoBase Enhancement can process customer data
through multiple delivery options including
traditional or "batch" processing for large volumes
of data or online processing using the Acxiom Data
Network for smaller volumes for instant processing of
individual records.
InfoBase List (Consumer) InfoBase List is a comprehensive multi-sourced,
consumer list designed to help target prospects
more effectively and efficiently. InfoBase
List consists of base name and address records
combined with InfoBase's industry-leading consumer
data including key demographics, home ownership
characteristics, purchase behavior and lifestyle
data.
No other compiled list in the business offers better
value on the key areas of comparison--coverage,
selectivity, deliverability, accuracy, freshness and
customer service.
Acxiom Data Network gives you on-demand, instant
access to Acxiom's superior InfoBase Consumer Lists.
Through Acxiom Data Network, you obtain InfoBase-
enhanced snapshots of your existing records or host
prospects for customer acquisition and retention
efforts, quickly and inexpensively.
InfoBase Business InfoBase Business Enhancement gives you access to
Enhancement information on over 13 million businesses. Combine
information from this extensive, multi-sourced
database with your own customer records to pinpoint
good customers, the best prospects, and the market
segments with the highest profit potential.
InfoBase Business List InfoBase Business List is a powerful tool for
business-to-business marketing that combines Acxiom's
industry-leading record for superior data quality
with access to over 13 million unique businesses
nationwide and their key employees. No other business
list can beat InfoBase Business List's accuracy and
deliverability.
-16-
InfoBase TeleSource InfoBase TeleSource is the most comprehensive,
multi-sourced telephone data product in the United
States. Averaging a 94% match rate on phone
appends or reverse phone appends, it allows you to
reach a greater number of qualified customers and
prospects. In fact, InfoBase TeleSource's national
database contains more than 160 million consumer
names, telephone numbers and addresses. This includes
35 million not available from any other source and 12
million business listings.
InfoBase eMail A database that matches e-mail addresses to
Enhancement corresponding postal names and addresses. Its purpos
is to enhance existing customer files with accurate,
deliverable e-mail addresses, including reverse phone
append.
InfoBase Analytics: The DPA provides a comprehensive profile of customers
Data Profile Analysis using InfoBase data. DPA is provided as a printed
(DPA) document, but is also available in PC-compatible
formats.
InfoBase Analytics: Scoring applied to the InfoBase List file, putting
Scored List Rental into action models previously developed by the
customer or InfoBase Analytics.
InfoBase Analytics: Custom scoring applied to a customer's self-prepared
Scored Customer Files mail file, putting into action models previously
developed by the customer or by InfoBase Analytics.
InfoBase Analytics: Propensity scores or segmentation codes (e.g.,
Modeled Data income, net worth, internet users, etc.) modeled data
elements are utilized by other InfoBase products
(lists, enhancement, profiler). Modeled data
elements are created by InfoBase Analytics or by
outside sources.
Our clients use our data products for a range of decision-making and customer
relationship management functions including: identification, verification and
segmentation of customers and prospects for direct marketing purposes; campaign
management; Internet marketing; point-of-sale marketing; sales force automation;
customer service automation; risk management; fraud prevention; and other
information driven applications.
The data that we use is either purchased or licensed from third parties, or it
is obtained from public record. We utilize multiple data sources to compile our
consumer database, including telephone directories, motor vehicle registrations,
drivers licenses, voter registrations, product registration, questionnaires,
warranty cards, county real estate property records, purchase transactions,
mail-order transactions and postal service information. Our business database is
likewise obtained from multiple sources and covers practically every business
throughout the United States. Business data is verified by telephone at least
once a year or by matching against other sources of the data. Business data
sources include: yellow and white pages; annual reports and other SEC
information; federal, state and municipal government data; business magazines,
newsletters, and newspapers; business registries; the Internet; professional
directories; outbound telemarketers; and postal service information. Our real
estate database is obtained from county recorders' and assessors' files. We
update and maintain our databases frequently in order to provide current
information to our clients.
Information Technology Management
Information Technology (IT) outsourcing enables our customers to focus on their
core business while Acxiom manages their technology needs. We provide IT
services and solutions for large systems, mid-range processors, and networks.
-17-
Our IT outsourcing services give our customers a secure, high-performance
network and computing environment, supported by experienced IT professionals.
The benefits include:
computing and network capacity driven by customer demand
highly scalable computing and network environments
24 x 7 system availability
improved service levels
ability to implement new technologies
access to skilled personnel
significant reduction in operating costs while freeing up capital
- --------------------------------------------------------------------------------
Overview Services
- ------------------------------------ -------------------------------------
Our IT solutions cover the We offer technology services in
computing needs ofour clients the following areas:
ranging, from full mainframe mainframe computing operations
information processing centers client server management
to desktop applications. Acxiom network management
currently operates several large web hosting and content change
mainframe and midrange data centers, management
manages numerous networks, and hosts help desks
Internet applications. high-speed electronic printing
print and mailing outsourcing
bill presentation services
Clients
Our clients are primarily in the financial services, insurance, information
services, publishing, retail and telecommunications industries. Our ten largest
clients represented approximately 39% of our revenues in fiscal 2000. No one
client accounted for more than 10% of our revenue during the past fiscal year.
We seek to maintain long-term relationships with our clients. Many of our
clients typically operate under long-term contracts (defined as contracts with
initial terms of at least three years in length). In fiscal 2000, 62% of our
revenue was derived from long-term contracts.
-18-
Representative clients by the industries we serve include:
Financial Services Insurance Information Services
American Express Allstate ADP
Associates First Capital Physicians Mutual CCC Information Services
Bank One Prudential IBM
Bank of America Polk
Chase Manhattan Bank Trans Union
Citigroup
Conseco
Deluxe
Discover Financial Services
First USA Bank
GE Capital Corp
Household
Wachovia
Publishing Retail Telecommunications
Advance Publications Federated Department Stores AT&T
Guideposts Lands' End Sprint
Meredith Neiman Marcus Vodafone Airtouch
Rodale Sears
Wal-Mart
Wards
More recently, our industry focus has expanded to include the
pharmaceuticals/healthcare, e-commerce, Internet, utilities, automotive,
technology, packaged goods and media/entertainment industries. Representative
clients in these new industries include Abbot Laboratories, America On-Line,
DaimlerChrysler, Discovery.Com, Inc., National Geographic, Novell, Parke-Davis,
Procter & Gamble, Searle, TAP Pharmaceuticals and 3Com.
In addition, our Information Technology Management outsourcing customers include
a wide array of clients, such as AGL Resources, American National Can,
AmericanTours International, Borden Foods, the City of Chicago, DeVry
Institutes, Jack in the Box Restaurants, NuWorld Marketing, Outboard Marine,
National Steel and Shipbuilding, Ralston Purina, and Sonoco.
Sales and Marketing
We have separate sales forces dedicated to our Services, Data Products and
Information Technology Management lines of business. We maintain separate sales
forces to allow our sales representatives to concentrate on particular services,
technologies and client demands. However, we expect to increasingly leverage our
many and growing relationships to sell the full range of Acxiom solutions from
the entire corporation.
Both the Services and Information Technology Management sales forces are
decentralized and organized by industry. Our largest clients have their own
dedicated sales personnel. Sales to these and other large accounts typically
involve business unit leaders, group leaders and other members of our senior
management. Most major contracts are negotiated with the highest levels of our
clients' organizations and therefore necessitate the involvement of our senior
executives.
Our Data Products segment sells products rather than services and thus requires
a larger sales force. This sales force is organized into two groups. The direct
data sales team sells InfoBase data products directly to clients. The channels
sales team focuses on creating sales through business partners and other
alternate channels of distribution.
-19-
Pricing for Products and Services
We have standard list pricing guidelines for many services such as list
processing, national change of address processing, merge/purge processing and
other standard processing. Data warehousing/database management services tend to
be more custom-designed and are priced individually to each client. We have
built extensive pricing guidelines and case studies for pricing based on our
experience in building large-scale data warehouses and databases.
Pricing for data warehouses and databases normally includes separate fees for
design, initial build, ongoing updates, queries and outputs. We also price
separately for consulting and statistical analysis services.
We publish standard list prices for many of our data products. These products
are priced with volume discounts. Licenses for our entire consumer or business
database for one or more years are priced individually.
AbiliTec is priced as intellectual property and the right to use it is licensed
to our clients under one to three year license agreements. The pricing includes
separate fees for the annual license and for individual transactions. Both
components allow for volume discounts.
Information Technology Management services are priced based on the cost of
managing and operating the data center, network and client/server systems.
Strategic Alliances
In addition to our traditional sales force activity, we maintain and pursue
strategic alliances to further the development and distribution of our best
products and services. We partner with firms that can help us service our
clients. Current strategic alliances formed to facilitate the adoption of our
AbiliTec technology include Abacus, AZ Bertelsmann, Dun and Bradstreet,
E.piphany, Hewlett-Packard, OgilvyOne, Oracle, and USADATA.com, among others. We
also have alliances with Bigfoot (e-mail marketing), Trans Union (information
services), Xchange, Inc. (customer relationship management applications
software), and PBL (marketing services in Australia and New Zealand).
Our strategic alliances are structured in several ways. Because each of our
partners is unique, it is necessary to create a structure specifically suited to
our needs and the needs of our business partners. Examples of various alliance
structures in which we participate include:
joint ventures
channel partner relationships
minority interests in small, early-stage companies
joint marketing alliances
agreements to pay commissions for business directed to us
agreements to pay finders fees for new clients directed to us
Competition
The information services industry in which we operate is highly competitive,
with no single dominant competitor. Within the industry, there are data content
providers, database marketing service providers, analytical data application
vendors, enterprise software providers, systems integrators, consulting firms,
list brokerage/list management firms and teleservices companies. Many firms
offer a limited number of services within a particular geographic area, and
several participants tend to be national or international and offer a broad
array of information services. However, we do not know of a competitor that
offers our complete line of products and services.
-20-
In the Services market, we compete primarily with in-house information
technology departments of current clients, as well as firms that provide data
warehousing and database services, mailing list processing, and consulting
services. Competition is based on the quality and reliability of products and
services, technological expertise, historical experience, ability to develop
customized solutions for clients, processing capabilities and price. Competitors
in the data warehousing and database services and mailing list processing
sectors include Harte-Hanks, Metromail and Experian (both subsidiaries of Great
Universal Stores), Dynamark (a subsidiary of Fair Isaac), Epsilon, and
KnowledgeBase Marketing (a subsidiary of Young & Rubicam).
In the Data Products market, we compete with two types of firms: data providers
and list providers. Competition is based on the quality and comprehensiveness of
the information provided, the ability to deliver the information in products and
formats that the customer needs and, to a lesser extent, on the pricing of
information products and services. Our principal competitors in this market are
Abacus Direct, Experian, R. L. Polk and infoUSA. We also compete with hundreds
of smaller firms that provide list brokerage and list management services.
In the Information Technology Management services market, competition is based
on the quality and reliability of services, technical expertise, processing
capabilities, processing environment and price. Our primary competitors include
Affiliated Computer Services; Lockheed Martin; PKS Information Services;
Structure, Systems Management Specialists and the in-house information
technology departments of current clients and those of potential clients. In
addition, but on a less frequent basis, we compete with IBM, Electronic Data
Systems, Computer Sciences Corporation, Perot Systems, and Worldcom IDC.
Privacy
We have always taken an active approach with respect to consumer privacy rights.
The growth of e-commerce and companies wanting consumer information means that
we must work even harder to guarantee that our policies offer individuals the
protection to which they are entitled.
Consequently, we actively promote adherence to a common set of strict privacy
guidelines for the direct marketing, e-commerce, and data industries as a whole.
Industry wide compliance helps address U.S. privacy concerns and the rigorous
safe-harbor requirements of the European Union to ensure the continued free flow
of information.
Our own Fair Information Practices Policy outlines the variety of measures we
currently take to protect consumers' privacy rights. A copy of this policy is
posted on our website at www.acxiom.com. Our multi-level security systems, for
example, are designed to ensure that only authorized clients can access our
data. We go to great lengths to educate clients and associates regarding
consumer right-to-privacy issues, guidelines, and laws. Our policy also explains
the simple steps that consumers may take to have their names removed from our
InfoBase line of marketing products and to learn what non-public information we
maintain about them in our reference products.
Companies are assessing their consumer privacy policies and beginning to
recognize that newly developed customer data integration technology can help
them honor individual privacy rights and address consumers' concerns. We believe
that technologies such as AbiliTec will enable businesses to move beyond mere
privacy "protection" and toward aggressive consumer advocacy. Just as AbiliTec
allows businesses to create a single view of their customers in real time for
marketing purposes, it should make it much easier for businesses to allow their
customers to access, correct and selectively opt-out their information, provide
better safeguards around their customers' information, and facilitate the
addition of information such as preference in time and manner of contact.
Privacy legislation has been introduced in the Congress and in most of the fifty
states, and we anticipate that additional legislation will be introduced in the
future. We are supportive of legislation which codifies the current industry
guidelines of notice and opt-out regarding whether or not a consumer's personal
information is used for marketing purposes. With regard to certain types of
sensitive personal information (such as medical data), we support choice on an
opt-in basis for third-party use.
-21-
Employees
Acxiom employs approximately 5,600 employees (associates) worldwide. With the
exception of approximately 45 associates who are engaged in lettershop and
fulfillment activities at Acxiom's Skokie, Illinois facility, none of Acxiom's
associates are represented by a labor union or are the subject of a collective
bargaining agreement. Acxiom has never experienced a work stoppage and believes
that its employee relations are good.
Forward-Looking Statements
Certain statements in this report and in other filings by Acxiom with the
Securities and Exchange Commission, and in other documents such as press
releases, presentations by Acxiom or its management and oral statements may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements, which are not
statements of historical fact, may contain estimates, assumptions, projections
and/or expectations regarding Acxiom's financial position, results of
operations, market position, product development, regulatory matters, growth
opportunities and growth rates, acquisition and divestiture opportunities, and
other similar forecasts and statements of expectation. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended to
identify these forward-looking statements. Forward-looking statements are not
guarantees of future performance. They involve known and unknown risks,
uncertainties, and other factors which may cause the actual results, performance
or achievements of Acxiom to be materially different from any future results,
performance or achievements expressed or implied by any forward-looking
statements.
The forward-looking statements contained in this report and in Acxiom's Annual
Report to Stockholders, portions of which are incorporated by reference into
this report, include: statements on Acxiom's future results of operations;
statements concerning future revenue and earnings per share growth; statements
concerning the length and future impact of our investment in AbiliTec products
and Acxiom Data Network on our client base, future revenue and margins;
statements concerning the benefits of AbiliTec and Acxiom Data Network for our
customers; statements concerning any competitive lead; statements concerning the
impact of implementation of AbiliTec and Acxiom Data Network technology in
customer relationship management applications; statements concerning the
momentum of CRM applications and e-commerce initiatives; statements concerning
the future growth and size of the CRM market; statements regarding our ability
to penetrate existing and new client industries; statements concerning AbiliTec
becoming an industry standard; statements concerning efficiency gains related to
the implementation of AbiliTec; and statements concerning potential growth of
international markets.
The following are important factors that could cause actual results to differ
materially from these forward-looking statements: With regard to all statements
concerning AbiliTec and the Acxiom Data Network: the complexity and uncertainty
regarding the development of new high technologies; the loss of market share
through competition or the acceptance of these or other company offerings on a
less rapid basis than expected; changes in the length of sales cycles due to the
nature of AbiliTec being an enterprise-wide solution; the introduction of
competent, competitive products or technologies by other companies; changes in
the consumer and/or business information industries and markets; our ability to
protect proprietary information and technology or to obtain necessary licenses
on commercially reasonable terms; and the impact of changing legislative,
regulatory and consumer environments in the geography where AbiliTec will be
deployed.
With regard to the statements that generally relate to our business: all of the
above factors; the possibility that economic or other conditions might lead to a
reduction in demand for our products and services; our continued ability to
attract and retain qualified technical and leadership associates and the
possible loss of associates to other organizations; the ability to properly
motivate our sales force and other associates; our ability to achieve cost
reductions; changes in the legislative, regulatory and consumer environments
affecting our business including but not limited to legislation, regulations and
customs relating to our ability to collect, manage, aggregate and use data; the
fact that data suppliers might withdraw data from us, leading to our inability
to provide certain products and
-22-
services; the effect of short-term contracts on the predictability of our
revenues; the potential loss of data center capacity or interruption of
telecommunication links; postal rate increases that could lead to reduced
volumes of business; and customers that may cancel or modify their agreements
with us.
With specific reference to all statements that relate to the providing of
products or services outside our primary base of operations in the United
States: all of the above factors and the difficulty of doing business in
numerous sovereign jurisdictions due to differences in culture, laws and
regulations.
These and other risk factors are more specifically described in this report
under the caption "Risk Factors" above. We believe that we have the product and
technology offerings, facilities, associates and competitive and financial
resources for continued business success, but future revenues, costs, margins
and profits are all influenced by a number of factors, including those discussed
above and described under "Risk Factors," all of which are inherently difficult
to forecast. We undertake no obligation to publicly release any revision to any
forward-looking statement to reflect any future events or circumstances.
Item 2. Properties
The following table sets forth the location, ownership and general use of
the principal properties of Acxiom.
Location Held Use
Acxiom Corporation:
(a) Phoenix, Arizona Held in fee Customer service facilities;
data center; office space
(b) Conway, Arkansas Six facilities Customer service facilities;
held in fee; data center; office space
one facility
secures a
$2,874,000
encumbrance
and another
secures a
$6,775,000
encumbrance
(c) Little Rock, Arkansas Lease Principal executive offices;
customer service facilities;
office space
(d) Denver, Colorado Lease Customer service facilities
(e) Stamford, Connecticut Lease Office space
(f) Southfield, Michigan Lease Office space; data center
(g) Bloomington, Minnesota Lease Customer service facilities;
office space
(h) Carmel, New York Lease Office space; data center
(i) Cincinnati, Ohio Lease Customer service facilities
(j) Memphis, Tennessee Lease Customer service facilities;
office space
-23-
Acxiom CDC, Inc.:
(a) Chicago, Illinois Lease Office space; data center
Acxiom Limited:
(a) London, England Lease Customer service facilities;
office space
(b) Sunderland, England Held in fee Office space; data center;
warehouse space; data
processing and fulfillment
service center
(c) Cedex, France Lease Office space
(d) Barcelona, Spain Lease Office space
Acxiom / May & Speh, Inc.:
(a) Chatsworth, California Lease Office space; data center;
customer service facilities;
print facilities
(b) Woodland Hills, California Lease Office space; data center;
service facilities; print
facilities
(c) Atlanta, Georgia Lease Office space
(d Chicago, Illinois Lease Office space; warehouse
facility
(e) Downer's Grove, Illinois Lease Office space; data center;
customer service facilities
(f) Melville, New York Lease Office space; print
facilities
(g) Rochester, New York Lease Office
space
Acxiom Australia Pty Ltd:
(a) Sydney, Australia Lease Office space
Acxiom SDC, Inc. (d/b/a
Buckley
Dement, an Acxiom Company):
(a) Skokie, Illinois Lease Office space; data center;
customer service facilities;
warehouse facility;
lettershop
Acxiom also leases additional sales office space in Arizona, California,
Georgia, Illinois, Kansas, Massachusetts, Missouri, Nevada, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington,
Washington, D.C., Canada, and the United Kingdom.
Acxiom's headquarters is in Little Rock, Arkansas, located in a building
completed during the last fiscal year. We also completed construction of a new
customer service facility in Little Rock, Arkansas last year, and during the
first quarter of fiscal year 2001 we completed construction of a new customer
service facility in Conway, Arkansas. The Conway facilities consist of office
buildings and a data processing center. During fiscal year 2001, construction is
expected to begin on new customer service facilities in Little Rock and in
Phoenix.
-24-
In general, our offices, customer service and data processing facilities
are in good condition. Management believes that our facilities are suitable and
adequate to meet our current needs. Management believes that, except for the
planned expansions noted above, no substantial additional properties will be
required during fiscal year 2001.
Item 3. Legal Proceedings
On September 20, 1999 Acxiom and certain of its directors and officers were sued
by an individual shareholder in a purported class action filed in the United
States District Court for the Eastern District of Arkansas. The action alleges
that the defendants violated Section 11 of the Securities Act of 1933 in
connection with the July 23, 1999 public offering of 5,421,000 shares of our
common stock. In addition, the action seeks to assert liability against Company
Leader Charles Morgan pursuant to Section 15 of the Securities Act of 1933. The
action seeks to have a class certified of all purchasers of the stock sold in
the public offering. Two additional suits were subsequently filed in the same
venue against the same defendants and asserting the same allegations. The
plaintiffs have now filed a consolidated complaint. The cases are still in the
initial phase of litigation, with the defendants having filed their initial
response to the lawsuit. We believe the allegations are without merit and the
defendants intend to vigorously contest the cases, and at the appropriate time,
seek their dismissal.
There are various other litigation matters that arise in the normal course of
our business. We don't believe any of these, however, are material in their
nature or scope.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
EXECUTIVE OFFICERS OF ACXIOM
Each of Acxiom's executive officers, including position held, age, and year
of initial appointment as an executive officer and business experience for the
past five years, is listed below:
Name Position Held Age Year Elected
Charles D. Morgan Chairman of the Board 57 1972
and President (Company Leader)
Rodger S. Kline Chief Operating Officer, 57 1975
Treasurer and Director
James T. Womble Division Leader and Director 57 1975
C. Alex Dietz Division Leader 57 1979
Paul L. Zaffaroni Division Leader 53 1990
L. Lee Hodges Division Leader 53 1998
Jerry C. Jones Business Development 44 1999
and Legal Leader
Robert S. Bloom Chief Financial Officer 44 1992
- -------------------------
-25-
Mr. Morgan joined Acxiom in 1972. He has been Chairman of the Board of
Directors since 1975, and serves as Acxiom's President (Company Leader). He
is also a director and Chairman of the Board-elect of the Direct Marketing
Association. In addition, he serves as Chairman of the Board of Hendrix
College. He was employed by IBM Corporation prior to joining Acxiom. Mr.
Morgan holds a mechanical engineering degree from the University of
Arkansas.
Mr. Kline joined Acxiom in 1973 and serves as Acxiom's Treasurer and Chief
Operating Officer (Operations Leader). Prior to joining Acxiom, Mr. Kline
was employed by IBM Corporation. He holds an electrical engineering degree
from the University of Arkansas.
Mr. Womble joined Acxiom in 1974 and serves as one of Acxiom's four
Division Leaders. Mr. Womble is also a director of Sedona Corporation.
Prior to joining Acxiom, he was employed by IBM Corporation. He holds a
degree in civil engineering from the University of Arkansas.
Mr. Dietz joined Acxiom in 1970 and served as a Vice President until 1975.
Between 1975 and 1979 he was an officer of a commercial bank responsible
for data processing matters. Following his return to Acxiom in 1979, Mr.
Dietz served as a senior-level officer of Acxiom and is presently one of
Acxiom's Division Leaders. Mr. Dietz holds a degree in electrical
engineering from Tulane University.
Mr. Zaffaroni joined Acxiom in 1990. He serves as one of Acxiom's Division
Leaders. Prior to joining Acxiom, he was employed by IBM for 21 years, most
recently serving as regional sales manager. Mr. Zaffaroni holds a degree in
marketing from Youngstown State University.
Mr. Hodges joined Acxiom in 1998. He serves as one of Acxiom's Division
Leaders. Prior to joining Acxiom, he was employed for 6 years with Tascor,
the outsourcing subsidiary of Norrell Corporation, most recently serving as
a senior vice president. Prior to that time, Mr. Hodges served in a number
of engineering, sales, marketing and executive positions with IBM for 24
years. Mr. Hodges holds a degree in industrial engineering from
Pennsylvania State University.
Mr. Jones joined Acxiom in 1999. Prior to joining Acxiom, he was employed
for nineteen years as an attorney in private practice with the Rose Law
Firm, representing a broad range of business interests. Mr. Jones holds a
degree in public administration from the University of Arkansas and a law
degree from the University of Arkansas School of Law.
Mr. Bloom joined Acxiom in 1992 as Chief Financial Officer. Prior to
joining Acxiom, he was employed for six years with Wilson Sporting Goods
Co. as chief financial officer of its international division. Prior to his
employment with Wilson, Mr. Bloom was employed by Arthur Andersen & Co. for
nine years, serving most recently as manager. Mr. Bloom, a Certified Public
Accountant, holds a degree in accounting from the University of Illinois.
There are no family relationships among any of Acxiom's executive officers
and/or directors.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information required by this Item appears in Acxiom's Annual Report at p.
52, which information is incorporated herein by reference.
Item 6. Selected Financial Data
The information required by this Item appears in Acxiom's Annual Report at p.
18, which information is incorporated herein by reference.
-26-
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this Item appears in Acxiom's Annual Report at pp.
19-28, which information is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Acxiom's earnings are affected by changes in short-term interest rates primarily
as a result of its revolving credit agreement, which bears interest at a
floating rate. Acxiom does not use derivative or other financial instruments to
mitigate the interest rate risk. Risk can be estimated by measuring the impact
of a near-term adverse movement of 10% in short-term market interest rates. If
short-term market interest rates average 10% more in fiscal 2001 than in 2000,
there would be no material adverse impact on Acxiom's results of operations.
Acxiom has no material future earnings or cash flow expenses from changes in
interest rates related to its other long-term debt obligations as substantially
all of Acxiom's remaining long-term debt obligations have fixed rates. At March
31, 2000, the fair value of Acxiom's fixed rate long-term obligations
approximated carrying value.
Although Acxiom conducts business in foreign countries, principally the United
Kingdom, foreign currency translation gains and losses are not material to
Acxiom's consolidated financial position, results of operations or cash flows.
Accordingly, Acxiom is not currently subject to material foreign currency
exchange rate risks from the effects that exchange rate movements of foreign
currencies would have on Acxiom's future costs or on future cash flows it would
receive from its foreign investment. To date, Acxiom has not entered into any
foreign currency forward exchange contracts or other derivative financial
instruments to hedge the effects of adverse fluctuations in foreign currency
exchange rates.
As discussed in note 8 to the consolidated financial statements, Acxiom is a
party to two equity forward purchase agreements under which it will purchase 3.1
million and 0.2 million shares of its common stock at average total costs of
approximately $20.81 and $26.51 per share, respectively, for a total notional
purchase price of $69.4 million. The value of the equity forward contracts at
March 31, 2000 was $38.6 million, based on the market value of Acxiom common
stock of $33.25 at March 31, 2000. The value of the equity forward contracts
will vary based on the market price of the common stock. For each $1.00 increase
or decrease in the stock price, the value of the equity forward contracts will
increase or decrease by approximately $3.3 million.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by this Item appear in Acxiom's Annual
Report at pp. 29-49, which information is incorporated herein by reference. The
Financial Statement Schedule which constitutes the Supplementary Data required
by this Item is attached hereto.
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to general instruction G(3) of the instructions to Form 10-K,
information concerning Acxiom's executive officers is included under the caption
"Executive Officers of Acxiom" at the end of Part I of this Report. The
remaining information required by this Item appears under the captions
"Proposals You May Vote On," "Information About the Board of Directors," and
"Section 16(a) Reporting Delinquencies" in Acxiom's 2000 Proxy Statement, which
information is incorporated herein by reference.
-27-
Item 11. Executive Compensation
The information required by this Item appears under the heading "Executive
Compensation" in Acxiom's 2000 Proxy Statement, which information is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item appears under the heading "Stock
Ownership" in Acxiom's 2000 Proxy Statement, which information is incorporated
herein by reference.
Item 13. Certain Relationships and Transactions
The information required by this Item appears under the heading "Certain
Transactions" in Acxiom's 2000 Proxy Statement, which information is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements.
The following consolidated financial statements of the registrant and
its subsidiaries included on pages 29 through 49 of Acxiom's Annual Report and
the Independent Auditors' Report on page 50 thereof are incorporated herein by
reference. Page references are to page numbers in the Annual Report.
Page
Consolidated Balance Sheets as of March 31, 2000 and 1999 29
Consolidated Statements of Operations for the years ended
March 31, 2000, 1999 and 1998 30
Consolidated Statements of Cash Flows for the years ended
March 31, 2000, 1999 and 1998 31
Consolidated Statements of Stockholders' Equity for the
years ended March 31, 2000, 1999 and 1998 32-33
Notes to Consolidated Financial Statements 34-49
Independent Auditors' Report 50
2. Financial Statement Schedule.
The following additional information for the years 2000, 1999 and 1998
is submitted herewith and appears on the two pages immediately preceding the
signature page of this Report on Form 10-K.
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts for the years ended March
31, 2000, 1999 and 1998
-28-
All other schedules are omitted because they are not applicable or not
required or because the required information is included in the consolidated
financial statements or notes thereto.
3. Exhibits and Executive Compensation Plans.
The following exhibits are filed with this Report or are incorporated
by reference to previously filed material.
Exhibit No.
3(a) Amended and Restated Certificate of Incorporation (previously filed as
Exhibit 3(i) to Acxiom's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, Commission File No. 0-13163, and
incorporated herein by reference)
3(b) Amended and Restated Bylaws (previously filed as Exhibit 3(b) to
Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31,
1991, Commission File No. 0-13163, and incorporated herein by
reference)
4(a) Rights Agreement dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent, including the forms
of Rights Certificate and of Election to Exercise, included in Exhibit
A to the Rights Agreement and the form of Certificate of Designation
and Terms of Participating Preferred Stock of Acxiom, included in
Exhibit B to the Rights Agreement (previously filed as Exhibit 4.1 to
Acxiom's Current Report on Form 8-K dated February 10, 1998, Commission
File No. 0-13163, and incorporated herein by reference)
4(b) Form of Indenture with Form of Note attached as Exhibit "A" for the
5.25% Convertible Subordinated Notes due 2003 of Acxiom May & Speh,
Inc. (f/k/a May & Speh, Inc.) (previously filed as Exhibit 4.1 to the
Form S-3 Registration Statement of May & Speh, Inc., filed on February
19, 1998, Commission File No.
333-46547, and incorporated herein by reference)
10(a) Data Center Management Agreement dated July 27, 1992 between Acxiom and
Trans Union Corporation (previously filed as Exhibit A to Schedule 13-D
of Trans Union Corporation dated August 31, 1992, Commission File No.
5-36226, and incorporated herein by reference)
10(b) Agreement to Extend and Amend Data Center Management Agreement and to
Amend Registration Rights Agreement dated August 31, 1994 (previously
filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
1995, as amended, Commission File No. 0-13163, and incorporated herein
by reference)
10(c) Data Management Outsourcing Agreement dated April 1, 1999 between
Acxiom and Allstate Insurance Company (previously filed as Exhibit
10(c) to Acxiom's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, Commission file No. 0-13163, and incorporated herein by
reference)
10(d) Acxiom Corporation Deferred Compensation Plan (previously filed as
Exhibit 10(b) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1990, Commission File No. 0-13163, and
incorporated herein by reference)
10(e) Amended and Restated Key Associate Stock Option Plan of Acxiom
Corporation
10(f) 2000 Associate Stock Option Plan of Acxiom Corporation
10(g) Acxiom Corporation U.K. Share Option Scheme (previously filed as
Exhibit 10(f) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, Commission File No. 0-13163, and
incorporated herein by reference)
-29-
10(h) Leadership Compensation Plan
10(i) Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
filed as Exhibit 10(i) to Acxiom's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, Commission File No.
0-13163, and incorporated herein by reference)
10(j) Credit Agreement, dated as of December 29, 1999, among Acxiom
Corporation and Chase Bank of Texas, National Association, individually
and as co-administrative agent for certain other Lenders (the "Credit
Agreement")
10(k) Increased Commitment Supplement to Credit Agreement, dated as of
February 22, 2000
10(l) Increased Commitment Supplement to Credit Agreement, dated as of June
15, 2000
13 Portions of Acxiom's Annual Report
21 Subsidiaries of Acxiom
23 Consent of KPMG LLP
24 Powers of Attorney for Robert S. Bloom, Dr. Ann H. Die, William T.
Dillard II, Harry L. Gambill, Rodger S. Kline, Thomas F. (Mack)
McLarty, III, Charles D. Morgan, Stephen M. Patterson and James T.
Womble
27 Financial Data Schedule
Listed below are the executive compensation plans and arrangements
currently in effect and which are required to be filed as exhibits to this
Report:
2000 Associate Stock Option Plan of Acxiom Corporation
Amended and Restated Key Associate Stock Option Plan of Acxiom
Corporation
Acxiom Corporation U.K. Share Option Scheme
Leadership Compensation Plan
Acxiom Non-Qualified Deferred Compensation Plan
- ----------------
(b) Reports on Form 8-K.
None.
-30-
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Acxiom Corporation:
Under date of May 2, 2000, we reported on the consolidated balance sheets of
Acxiom Corporation and subsidiaries as of March 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended March 31, 2000, which
are included in the 2000 annual report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended March 31, 2000. In connection with
our audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedule of valuation and qualifying
accounts. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
/s/ KPMG LLP
Dallas, Texas
May 2, 2000
Schedule II
ACXIOM CORPORATION AND SUBSIDIARIES
Schedule of Valuation and Qualifying Accounts
Years ended March 31, 2000, 1999 and 1998
(In thousands)
Additions Bad Balance
Balance at charged to Other debts Bad at end
beginning costs and additions written debts of
of period expenses (note) off recovered period
2000:
Allowance for
doubtful
accounts,
returns and
credits $ 5,619 2,313 1,010 3,910 320 5,352
===== ===== ===== ===== === =====
1999:
Allowance for
doubtful
accounts,
returns and
credits $ 3,847 2,373 710 2,026 715 5,619
===== ===== === ===== === =====
1998:
Allowance for
doubtful
accounts,
returns and
credits $ 4,898 3,105 224 4,777 397 3,847
===== ===== === ===== === =====
Note - Other additions represent the valuation accounts acquired in connection
with business combinations.
-32-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned.
ACXIOM CORPORATION
Date: June 26, 2000 By: /s/ Catherine L. Hughes
------------------------
Catherine L. Hughes
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the dates indicated.
Signature
Robert S. Bloom* Chief Financial Officer June 26, 2000
- ---------------- (Principal accounting officer)
Robert S. Bloom
Dr. Ann H. Die* Director June 26, 2000
- ---------------
Dr. Ann H. Die
William T. Dillard II* Director June 26, 2000
- ----------------------
William T. Dillard II
Harry C. Gambill* Director June 26, 2000
Harry C. Gambill
Rodger S. Kline* Chief Operating Officer, June 26, 2000
- ---------------- Treasurer and Director
Rodger S. Kline (Principal financial officer)
Thomas F. McLarty, III* Director June 26, 2000
- -----------------------
Thomas F. McLarty, III
Charles D. Morgan* Chairman of the Board and June 26, 2000
- ------------------ President (Company Leader)
Charles D. Morgan (Principal executive officer)
Stephen M. Patterson* Director June 26, 2000
- --------------------
Stephen M. Patterson
James T. Womble* Division Leader and Director June 26, 2000
- ----------------
James T. Womble
*By: /s/ Catherine L. Hughes
------------------------
Catherine L. Hughes
Attorney-in-Fact
-33-
EXHIBIT INDEX
Exhibits to Form 10-K
Exhibit Exhibit
No.
3(a) Amended and Restated Certificate of Incorporation (previously filed as
Exhibit 3(i) to Acxiom's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, Commission File No. 0-13163, and
incorporated herein by reference)
3(b) Amended and Restated Bylaws (previously filed as Exhibit 3(b) to
Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31,
1991, Commission File No. 0-13163, and incorporated herein by
reference)
4(a) Rights Agreement dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent, including the forms
of Rights Certificate and of Election to Exercise, included in Exhibit
A to the Rights Agreement and the form of Certificate of Designation
and Terms of Participating Preferred Stock of Acxiom, included in
Exhibit B to the Rights Agreement (previously filed as Exhibit 4.1 to
Acxiom's Current Report on Form 8-K dated February 10, 1998, Commission
File No. 0-13163, and incorporated herein by reference)
4(b) Form of Indenture with Form of Note attached as Exhibit "A" for the
5.25% Convertible Subordinated Notes due 2003 of Acxiom May & Speh,
Inc. (f/k/a May & Speh, Inc.) (previously filed as Exhibit 4.1 to the
Form S-3 Registration Statement of May & Speh, Inc., filed on February
19, 1998, Commission File No.
333-46547, and incorporated herein by reference)
10(a) Data Center Management Agreement dated July 27, 1992 between Acxiom and
Trans Union Corporation (previously filed as Exhibit A to Schedule 13-D
of Trans Union Corporation dated August 31, 1992, Commission File No.
5-36226, and incorporated herein by reference)
10(b) Agreement to Extend and Amend Data Center Management Agreement and to
Amend Registration Rights Agreement dated August 31, 1994 (previously
filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
1995, as amended, Commission File No. 0-13163, and incorporated herein
by reference)
10(c) Data Management Outsourcing Agreement dated April 1, 1999 between
Acxiom and Allstate Insurance Company (previously filed as Exhibit
10(c) to Acxiom's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, Commission file No. 0-13163, and incorporated herein by
reference)
10(d) Acxiom Corporation Deferred Compensation Plan (previously filed as
Exhibit 10(b) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1990, Commission File No. 0-13163, and
incorporated herein by reference)
10(e) Amended and Restated Key Associate Stock Option Plan of Acxiom
Corporation
10(f) 2000 Associate Stock Option Plan of Acxiom Corporation
10(g) Acxiom Corporation U.K. Share Option Scheme (previously filed as
Exhibit 10(f) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, Commission File No. 0-13163, and
incorporated herein by reference)
10(h) Leadership Compensation Plan
10(i) Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
filed as Exhibit 10(i) to Acxiom's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, Commission File No.
0-13163, and incorporated herein by reference)
10(j) Credit Agreement, dated as of December 29, 1999, among Acxiom
Corporation and Chase Bank of Texas, National Association, individually
and as co-administrative agent for certain other Lenders (the "Credit
Agreement")
10(k) Increased Commitment Supplement to Credit Agreement, dated as of
February 22, 2000
10(l) Increased Commitment Supplement to Credit Agreement, dated as of June
15, 2000
13 Portions of Acxiom's Annual Report
21 Subsidiaries of Acxiom
23 Consent of KPMG LLP
24 Powers of Attorney for Robert S. Bloom, Dr. Ann H. Die, William T.
Dillard II, Harry L. Gambill, Rodger S. Kline, Thomas F. (Mack)
McLarty, III, Charles D. Morgan, Stephen M. Patterson and James T.
Womble
27 Financial Data Schedule