Edgar Filing: ACXIOM CORP

f11k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT

TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

(Mark One)

[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012.

[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to ______________

Commission File Number 0-13163

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Acxiom Corporation

Retirement Savings Plan

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Acxiom Corporation

601 E. Third Street

Little Rock, AR 72201

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Financial Statements and Supplemental Schedule

December 31, 2012 and 2011

(With Report of Independent Registered Public Accounting Firm Thereon)

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm		1

Statements of Net Assets Available for Benefits – December 31, 2012 and 2011		2

Statement of Changes in Net Assets Available for Benefits – Year ended December 31, 2012		3

Notes to Financial Statements		4

Supplemental Schedule

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2012		15

Note: All other supplemental schedules have been omitted because they are not applicable or are not required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended.

Exhibits
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Acxiom Corporation Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Acxiom Corporation Retirement Savings Plan (the Plan) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Acxiom Corporation Retirement Savings Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Dallas, Texas

June 25, 2013

ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2012 and 2011
	2012			2011
Assets:
Noninterest-bearing cash	$	—		$	4,293
Investments, at fair value:
Acxiom Corporation common stock		57,548,084			41,123,607
Participant brokerage accounts		3,475,551			2,810,180
Mutual funds		284,939,181			246,539,865
Common collective trust funds		45,942,078			41,445,821
Total investments at fair value		391,904,894			331,919,473
Notes receivable from Participants		7,760,781			7,728,492
Net assets available for benefits before adjustment		399,665,675			339,652,258
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts		(1,524,980	)		(1,175,446	)
Net assets available for benefits	$	398,140,695		$	338,476,812
See accompanying notes to financial statements.

ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2012
Additions:
	Investment income:
		Dividends		$ 9,491,262
		Interest		331,472
		Net appreciation in fair value of investments		51,150,528
			Net investment income	60,973,262
Contributions:
	Participants			19,549,117
	Employer			6,638,410
	Rollovers			1,122,630
			Total contributions	27,310,157
			Total additions, net	88,283,419
Deductions:
	Benefits paid to participants and beneficiaries			28,507,207
	Plan expenses			112,329
			Total deductions	28,619,536
			Net increase in net assets available for benefits	59,663,883
Net assets available for benefits, beginning of year				338,476,812
Net assets available for benefits, end of year				$ 398,140,695
See accompanying notes to financial statements.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(1)	Plan Description

The following description of the Acxiom Corporation Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement (the Agreement) for a more complete description of the Plan’s provisions.

(a)

General

The Plan is a defined contribution plan covering substantially all employees of Acxiom Corporation and its domestic subsidiaries (Acxiom, the Company, or the Employer). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The investment committee, as appointed by the board of directors, is the administrator for the Plan.

(b)	Participation

Employees of the Company may participate in the Plan upon commencement of employment, except for those employees, if any, who already receive retirement benefits in connection with a collective bargaining agreement, certain nonresident employees, and leased employees.

(c)	Contributions

The Plan includes a 401(k) provision whereby each non highly compensated participant may defer up to 30% of annual compensation, not to exceed limits determined under Section 415(c) of the Internal Revenue Code (IRC). Deferrals for highly compensated participants are limited to meet nondiscrimination requirements of the IRC and are currently limited to 6% of annual compensation.

The Plan provides a discretionary matching contribution of 50% of deferrals for deferrals up to 6% (maximum matching contribution of 3%).

Participant contributions to the Plan are invested as directed by participants into various investment options. The Company’s matching contributions are made with Acxiom common stock and are recorded based on the fair value of the common stock at the date contributed. During the years ended December 31, 2012 and 2011, the Company contributed 437,254 and 486,649 shares, respectively, of Acxiom common stock. Immediately upon deposit into the Plan, the match shares are 100% diversifiable, at the election of the participant, among the other investment options with the Plan.

(d)	Participant Accounts

Each participant’s account is credited with the participant’s contribution, rollovers, if any, the Company’s matching contribution, and discretionary contributions, if any, and is adjusted for investment income/losses and expenses. Allocations of income/losses and expenses are made according to formulas specified in the Agreement based on participant compensation or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(1)	Plan Description (Continued)

(e)	Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, less the highest outstanding balance in the previous 12 months or 50% of their vested account balance. Loans are repayable through payroll deductions ranging up to five years unless the loan is for the purchase of a primary residence, in which case the loan can be repaid over ten years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate in effect at the date of the loan plus 1.0%. The interest rates on outstanding participant loans at December 31, 2012 and 2011 range from 4.25% to 10.25%, with maturity dates ranging from January 2013 to October 2022.

(f)

Vesting

Participants are immediately vested in their voluntary contributions, rollovers, if any, and the earnings thereon. Participants are vested in the remainder of their accounts based on years of service, whereby partial vesting occurs in 20% increments beginning after two years of service until participants become fully vested after six years of service. If applicable, nonvested portions of Company contributions are forfeited as of an employee’s termination date and are used to reduce future Company matching contributions or to pay plan expenses.

At December 31, 2012 and 2011, forfeited nonvested accounts totaled $26,060 and $14,466, respectively. These accounts will be used to reduce future employer contributions. During 2012, $510,376 of participants’ accounts was forfeited, and employer contributions were reduced by $530,919 from forfeited nonvested accounts. During 2012, the forfeiture account balance was increased by $32,137 on the fair market value of the investments held in the account.

(g)	Investment Options

Upon enrollment in the Plan, a participant may direct employee contributions in any of 29 mutual funds, two common collective trust funds, or the Acxiom common stock fund. In addition, participants have the option to open a self-directed brokerage account with T. Rowe Price in order to invest in numerous other stocks, bonds, and mutual funds.

The Plan’s investment in the T. Rowe Price Stable Value Fund (the Fund), a common trust fund, holds substantial investments in guaranteed investment contracts, bank investment contracts, and synthetic investment contracts. The value of the Fund reflects the value of the underlying contracts, which consist of changes in principal value, reinvested dividends, and capital gains distributions. The stated interest rates of the contracts vary and the average yield for the years ended December 31, 2012 and 2011 were 2.54% and 2.93%, respectively, after expenses.

The Plan’s investment in the T. Rowe Price Equity Index Trust (the Trust), a common trust fund, holds substantial investments in common stocks of companies that comprise the S&P Index. The returns from the investments vary and the average yield for the years ended December 31, 2012 and 2011 were 15.82% and 5.08%, respectively, after expenses.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(1)	Plan Description (Continued)

(h)	Benefits Paid to Participants and Beneficiaries

Benefits paid upon retirement, death, or disability are made in the form of a lump-sum payment of cash or common stock of the Company. If a participant receives benefits prior to retirement, death, or disability, the benefits paid from the participant’s employer contribution account shall not exceed the participant’s vested balance therein.

(2)	Summary of Significant Accounting Policies

(a)	Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

(b)	New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 generally provides a uniform framework for fair value measurements and related disclosures between U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS). Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation process used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosures of all transfers between Level 1 and Level 2 of the fair value hierarchy. This ASU is effective for annual and interim periods beginning on or after December 31, 2011. The adoption of ASU 2011-04 in 2012 did not have a material impact on the disclosure requirements for the Plan’s financial statements.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2)	Summary of Significant Accounting Policies (Continued)

(c)	Fair Value Measurements

The Plan applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and requires disclosure about assets and liabilities measured at fair value. Specifically, ASC 820:

·	Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value;

Establishes a three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and lowest priority to unobservable inputs (Level 3); and

·	Expands disclosures about instruments measured at fair value.

The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. These are inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2)	Summary of Significant Accounting Policies (Continued)

(c)

Fair Value Measurements (Continued)

The following tables present a summary of the Plan’s investments measured at fair value as of December 31, 2012 and 2011:

	Investments at fair value as of December 31, 2012
							Total
							carrying
	Quoted		Significant				value in
	prices		other				statement
	in active		observable		Unobservable		of net assets
	market		inputs		inputs		available
	(Level 1)		(Level 2)		(Level 3)		for benefits
Acxiom Corporation
common stock (a)	$	57,548,084	$	—	$	—	$	57,548,084
Common and collective
trusts (b):
Money market		—		36,997,601		—		36,997,601
Large cap equity		—		8,944,477		—		8,944,477
Mutual funds (b):
Fixed income		23,209,772		—		—		23,209,772
Balanced		85,937,738		—		—		85,937,738
Large cap equity		77,908,980		—		—		77,908,980
Mid cap equity		41,091,323		—		—		41,091,323
Small cap equity		38,000,819		—		—		38,000,819
International equity		18,790,549		—		—		18,790,549
Participant-directed
brokerage accounts		3,475,551		—		—		3,475,551
Total investment
assets at fair
value	$	345,962,816	$	45,942,078	$	—	$	391,904,894

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2)	Summary of Significant Accounting Policies (Continued)

(c)

Fair Value Measurements (Continued)

	Investments at fair value as of December 31, 2011
							Total
							carrying
	Quoted		Significant				value in
	prices		other				statement
	in active		observable		Unobservable		of net assets
	market		inputs		inputs		available
	(Level 1)		(Level 2)		(Level 3)		for benefits
Acxiom Corporation
common stock (a)	$	41,123,607	$	—	$	—	$	41,123,607
Common and collective
trusts (b):
Money market		—		33,704,843		—		33,704,843
Large cap equity		—		7,740,978		—		7,740,978
Mutual funds (b):
Fixed income		20,547,261		—		—		20,547,261
Balanced		71,078,067		—		—		71,078,067
Large cap equity		67,734,213		—		—		67,734,213
Mid cap equity		36,681,241		—		—		36,681,241
Small cap equity		33,907,734		—		—		33,907,734
International equity		16,591,349		—		—		16,591,349
Participant-directed
brokerage accounts (a)(b)		2,810,180		—		—		2,810,180
Total investment
assets at
fair value	$	290,473,652	$	41,445,821	$	—	$	331,919,473

Following is a description of the valuation methodologies used for assets measured at fair value. See also note 2(d) for more information.

(a)

Common stock: Valued at the closing price reported in the active market in which the individual securities are traded.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2)	Summary of Significant Accounting Policies (Continued)

(c)

Fair Value Measurements (Continued)

(b)

Common and collective trusts; mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year-end. The following table summarizes the Plan’s investments in common collective trusts with a reported fair value using NAV per share:

						Redemption
	Fair value as of December 31				Redemption	notice
	2012		2011		frequency	period
T. Rowe Price Stable
Value Fund		$ 36,997,601		33,704,843	Daily	None
T. Rowe Price Equity
Index Fund		8,944,477		7,740,978	Daily	90 Days

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement as of the reporting date. There have been no transfers of investments between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2012.

(d)	Investment Valuation and Income Recognition

The Plan’s investments in mutual funds, Acxiom common stock, and participant brokerage accounts are stated at fair value, based upon quoted market prices. Investments in common collective trusts are valued based on their NAV as determined by the trustee, based on the fair value of the underlying assets. Investment contracts held by a defined contribution plan are required to be recorded at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan’s T. Rowe Price Stable Value Common Trust Fund invests in investment contracts. The statements of net assets available for benefits present the fair value of the investments in the collective trust as well as the adjustment of the investments in the collective trust from fair value to contract value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on contract-value basis.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded as earned. Net appreciation/depreciation in fair value of investments represents realized gains (losses) on investments sold and unrealized appreciation (depreciation) on investments held at year-end.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(2)	Summary of Significant Accounting Policies (Continued)

(e)	Notes Receivable from Participants

Notes receivable from participants are stated at amortized cost, which represents the unpaid principal balance plus accrued interest.

(f)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(g)	Payment of Benefits

Benefits are recorded when paid.

(3)	Investments

The fair value of individual investments representing 5% or more of net assets available for benefits as of December 31 is as follows:

			2012			2011
		Number of			Number of
		shares or			shares or
		units		Fair value	units		Fair value
**Acxiom Corporation common
	stock	3,295,996		$ 57,548,084	3,368,027		$ 41,123,607
Mutual funds:
**T. Rowe Price Equity Income
	Fund	1,079,491		28,552,547	1,079,734		24,898,671
**T. Rowe Price Balanced Fund		1,218,357		25,146,881	1,199,617		22,720,747
**T. Rowe Price Growth Stock
	Fund	724,195		27,360,103	750,483		23,887,888
**T. Rowe Price Small-Cap
	Value Fund	592,213		23,196,968	600,135		20,692,645
**T. Rowe Price Mid-Cap
	Growth Fund	597,557		33,744,055	576,634		30,405,911
Common collective trust funds:
** T. Rowe Price Stable Value
	Fund	35,472,621		36,997,601	32,529,397		33,704,843
** Party in interest to the Plan.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(3)	Investments (Continued)

The Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

		2012
Acxiom common stock	$	18,002,002
Common collective trusts		1,220,897
Mutual funds		31,423,185
Participant brokerage accounts		504,444
	$	51,150,528

(4)	Plan Administration

The Plan is administered by the Investment Committee. T. Rowe Price Trust Company (T. Rowe Price) is the recordkeeper and trustee of the Plan.

(5)	Tax Status

The Internal Revenue Service (IRS) has determined and informed the Company in a letter dated November 24, 2009, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.

GAAP require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

(6)	Related Party Transactions

Certain investments represent mutual funds managed by T. Rowe Price, the trustee. Other related party transactions involve the common stock of the Company and notes receivable from participants. During 2012 and 2011, total fees paid to related parties were $112,329 and $122,007, respectively.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(7)	Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2012 and 2011 to the Form 5500:

	2012		2011
Net assets available for benefits per financial statements	$	398,140,695		338,476,812
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts		1,524,980		1,175,446
Net assets available for benefits per Form 5500	$	399,665,675		339,652,258

The following is a reconciliation of net changes in net assets per the financial statements to the Form 5500:

	December 31,
	2012
Net changes in net assets per financial statements	$	59,663,883
Adjustment from fair value to contract value for fully benefit-responsive
investment contracts as of December 31, 2012		1,524,980
Reverse adjustment from contract value to fair value for fully
benefit-responsive investment contracts as of December 31, 2011		(1,175,446	)
Participant loans in default-deemed distributions		4,037
Total changes in net assets per Form 5500	$	60,017,454

(8)	Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon complete discontinuance of contributions, termination, or partial termination of the Plan, participants will become 100% vested in their accounts. Upon full termination of the Plan, the value of such accounts shall be distributed as provided in the Plan.

ACXIOM CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

(9)	Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and those changes could materially affect the amounts reported in the statements of net assets available for benefits.

Recent market conditions have resulted in a high degree of volatility and increased the risks and short-term liquidity associated with certain investments held by the Plan, which could impact the value of investments after the date of these financial statements. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements.

ACXIOM CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2012
Identity of issuer, borrower,						Shares		Fair
lessor, or similar party			Description			or units		value
*	Acxiom Corporation		Common stock			3,295,996	$	57,548,084
	Participant Brokerage Accounts		Tradelink Investments			3,475,551		3,475,551
*	T. Rowe Price		Mutual funds:
				PIMCO Total Return Instl.		997,224		11,208,803
				American Funds Growth Fund of America – R5		342,494		11,747,536
				Prime Reserve Fund		7,663		7,663
				Retirement Income Fund		53,003		739,394
				Retirement 2005 Fund		52,145		633,042
				Retirement 2010 Fund		82,380		1,356,803
				Retirement 2015 Fund		228,676		2,945,351
				Retirement 2020 Fund		516,227		9,230,147
				Retirement 2025 Fund		716,032		9,394,334
				Retirement 2030 Fund		691,803		13,088,905
				Retirement 2035 Fund		559,864		7,490,984
				Retirement 2040 Fund		566,904		10,822,194
				Retirement 2045 Fund		145,478		1,849,020
				Retirement 2050 Fund		79,768		850,326
				Retirement 2055 Fund		41,856		441,160
				BlackRock Global Allocation, I		50,001		991,527
				Harbor International Fund		15,293		950,007
				Ivy Asset Strategy Class I		25,402		662,229
				American Funds Europacific Growth – R5		456,858		18,790,549
				J P Morgan Mid-Cap Value Instl.		262,496		7,347,268
				Growth Stock Fund		724,195		27,360,103
				Eagle Small Cap Growth R5		126,088		5,531,502
				New Horizons Fund		279,540		9,272,349
				Small-Cap Value Fund		592,213		23,196,968
				Mid-Cap Growth Fund		597,557		33,744,055
				Balanced Fund		1,218,357		25,146,881
				Equity Income Fund		1,079,491		28,552,547
				Spectrum Income Fund		923,151		12,000,969
				Spectrum Growth Fund		494,153		9,586,565
					Total mutual funds			284,939,181
			Common collective trust funds:
*	T. Rowe Price			Stable Value Fund – Sch A		35,472,621		36,997,601
*	T. Rowe Price			Equity Index Trust – Sch A		189,662		8,944,477
					Total common collective trust funds			45,942,078
					Total investments at fair value			391,904,894
*	Notes receivable from Participants, interest rates range from 4.25% – 10.25%							7,760,781
		and maturities of January 2013 to October 2022.

					Noninterest-bearing cash			—

					Total assets		$	399,665,675
Historical cost information is not presented on this schedule, as all investments are participant directed.
*	Indicates a party in interest to the Plan.
See accompanying report of independent registered public accounting firm.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Acxiom Corporation has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

Acxiom Corporation

As Sponsor and Administrator of the

Acxiom Corporation Retirement Savings Plan

Date: June 25, 2013	By: /s/ Jerry C. Jones
	Jerry C. Jones
	Chief Ethics and Legal Officer & Executive Vice President