Portions of the Proxy Statement for the 20112012 Annual Meeting of Shareholders (“20112012 Proxy Statement”) of Acxiom Corporation (“Acxiom,” the “Company,” “we” or “us”) are incorporated by reference into Part III of this Form 10-K.

 

This Annual Report on Form 10-K, including, without limitation, the items set forth on pages F-3 – F-19F-23 in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (as amended,( the “PSLRA”), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA.   These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation.  Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” and similar words or phrases.  These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Forward-looking statements may include but are not limited to the following:

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:

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

Other factors are detailed from time to time in periodic reports and registration statements filed with the United States Securities and Exchange Commission.SEC.  The Company believes 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, all of which are inherently difficult to forecast.

In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise.

Building upon a strong client roster, a talented team of associates and good technology, our technology and operations skills to serveChief Executive Officer has instituted the most progressive consumer marketers infollowing strategic imperatives throughout the world.

We help companies optimize their IT infrastructures, reduce costsbelieve our ability to deliver consumer insights enhances our clients’ marketing and transform information into meaningful intelligence. We achieve this by delivering standardized computing platforms, innovative technology solutions, best-in-class processesbusiness decisions. Acxiom’s abilities and expertise in data management. competitive strengths revolve around the following key competencies:

The growth of the online advertising and e-commerce industries are converging, with consumers expecting a seamless experience across all channels, in real time.   This challenges marketing organizations to balance the deluge of data and companies’ needs fordemands of the consumer information meanwith responsible, privacy-compliant methods of managing data internally and with advertising technology intermediaries.

We have policies governing Acxiom’s use of data that we must work even harder to assure that our history of privacy leadership translates to adequate protection of consumer information. Webelieve reflect leading best practices and actively promote a set of effective privacy guidelines for the direct marketing via all channels of addressable media, e-commerce, risk management and information industries as a whole. Industry-wide compliance helps address privacy concerns across the globe. Furthermore, weWe are certified under the European Union safe harborSafe Harbor and contractually comply with other international data protection requirements to ensure the continued ability to process information across borders. We have a dedicated team in place to oversee our compliance with the privacy regulations that govern our business activities in the various countries in which we operate.

The U.S. Congress continues to debate privacy legislation, and there are many different types of privacy legislation pending in the 50 states. In manyall of the non-U.S. locations in which we do business, laws and regulations governing the collection and use of personal data already exist. either exist or are being contemplated.

We expect the trend of enacting and revising data protection laws to continue and that new and expanded privacy legislation in various forms will be implemented in the U.S. and in non-USnon-U.S. countries around the globe. We are supportive of legislation that codifies the current industry guidelines of meaningful transparency for the individual and appropriate choices regarding whether information related to that individual is shared with independent third parties for marketing purposes. We also support legislation requiring all custodians of sensitive information to deploy reasonable information security safeguards to protect that information.

Our client base consists primarily of Fortune 1000 companies and organizations in the financial services, insurance, information services, direct marketing, media, retail, consumer packaged goods, technology, automotive, healthcare, travel and telecommunications industries.

Our globalThe process of buying marketing services has become more complex and therefore requires a more collaborative decision process between client and provider. As such, our approach to sales and marketing organizations are focusedis strategy-led and client-intimate. We generally employ both a diagnostic approach, guided by client needs, and a prescriptive approach, which focuses on ensuring that clients and prospects understand that Acxiom is equipped with the data assets, technology and intellectual capital required to implement fully integrated marketing and business solutions across multiple channels with readily measurable results.proven ideas.

Our Global Client Development Organization is focusedServices organization focuses on new business development across all markets – primarilysales to new clients and sales of new lines of business withto existing clients, and account management roles focused onas well as revenue growth within existing accountsaccounts.  We organize our go-to-market model around industries, as well as leading implementationswe believe that understanding and service delivery.speaking to the nuances of each industry is the most effective way to positively impact our clients’ businesses.

Our global marketing organization has actively promoted our ability to integrate services across the interactive channels now in use globally. In keeping with external market dynamics,The focus of our marketing teams have been increasingly focusedefforts is to disseminate our thought leadership.  We do this by promoting topical points of view across multiple touch points and by fueling our sales efforts with prescriptive insights.

We evaluate performance of the segments based on merging onlinesegment operating income, which excludes certain gains, losses and offline channels for greater market impact.other items.  Information concerning the financial results of our fiscal year 2012 business segments is included in note 17 of the Notes to Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are attached to this Annual Report as part of the Financial Supplement.

Our traditional competitors for data and marketing services and technology.  Within the industry, we compete against data content providers,have been database marketing serviceservices providers.  We find that the competitive landscape is becoming more complex and now includes database marketing services providers, analytical data application vendors, enterprise software providers, systems integrators, consulting firms, advertisingdirect marketing and CRM agencies, list brokerage/listdigital agencies, technology consultants, business process outsourcers, analytics consultants, management firms,consultants and teleservices companies. Many firms offer a limited number of services within a particular geographic area, and several are national or international companies that offer a broad array of information services.  We offer a range of products and services and have the ability to integrate these services effectively for marketing purposes.

Different types of competitors have different core competencies and assets that provide data warehousingthey bring to bear. We compete for both broad-based and database services, mailing list processing and consulting services. Competitionspecific solutions.  Our competitors can vary depending on the type of solution we are competing for.  Generally, competition is based on the quality and reliability of products and services, industry and technological expertise,the offering, whether the strategy will deliver the desired business results for the client, historical success abilityand market presence.  Competition for more granular offerings is based on variables that are more specific.  With regard to develop customized solutionsdata products in our Consumer Insights Solutions business, for clients, processing capabilities and price.

In local markets outside the United States, we face both global players as well as local market players.  Local market players vary between those offering a range of services and those who may compete with Acxiom in more limited areas, such as for data products or data integration services.

In AustraliaCompetition in our risk business comes from traditional data providers with risk divisions; companies specializing in broad risk management solutions; and New Zealand, our competitors in the services arena are predominantly well-established local businesses or companies’ in-house IT departments; however, some large global competitors have begun to offer their services in these countries.  Our competitors in the products arena are generally local Australiancompanies with various niche risk businesses.  Competition is based primarily on range of offering, reliability and New Zealand companies, although global competition in Australia and New Zealand is increasing.price.

In China, where we have had a presence since 2004, the competitionCompetition for our UK fulfillment business comes from both in-house call centers as well as from other out-sourced call centers.  Competition is fragmented, with only a few local firms providing similar services.  Well-known global providers, however, have recently been attracted by the potentialbased primarily on range of the Chinese marketoffering, reliability, agility/responsiveness to client needs and appear to be investing in that market.price.

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.

Our industry has experienced a variety of business combinations that consolidate our competitors.  The possibility of the consolidation or merger of companies who might combine forces to create a single-source provider of multiple services to the marketplace in which we compete could result in increased price competition for us which would negatively affect our business results.  As noted above, weWe currently compete against numerous providers of a single service or product in several separate market spaces.  Since we offer a larger variety of services than many of our current competitors, we have been able to successfully compete against them in most instances.  However, the dynamics of the marketplace could be significantly altered if some of the single-service providers were to combine with each other to provide a wider variety of services.

The complexity and uncertainty regarding the development of new technologies affect our business greatly, as does the loss of market share through competition, or the extent and timing of market acceptance of innovative products and technology.  We are also potentially affected by:

Historically, our traditional direct marketing operations experience theirand data services business has experienced the lowest revenue in the first quarter of each fiscal year.  In order to minimize the impact of these fluctuations, we continue to seekpursue long-term strategic partnershipscontracts with more predictable revenues.stable revenue.

Although we cannot accurately determine the amounts attributable to inflation, we are affected by inflation through increased costs of compensation and other operating expenses.  If inflation were to increase over the low levels of recent years, the impact in the short run would be to cause an increase in costs, which we would attempt to pass on to clients, although there is no assurance we would be able to do so.  Generally, the effects of inflation in recent years have been offset by technological advances, economies of scale and other operational efficiencies.

Given the diverse nature of the markets and industries in which our clients operate, we deploy a number of pricing techniques designed to yield acceptable margins and returns on invested capital.  In our top-tier markets, a substantial portion of Acxiom’s revenue is generated from highly customized, outsourced solutions in which prices are dictated by the scope, complexity, nature of assets deployed and service levels required for the individual client engagements.  For mid-tier markets, Acxiom offers pre-packaged or standard solutions for which prices are driven by standard rates applied to the volumes and frequencies of client inputs and outputs.  Some product offerings, such as consumer data or data hygiene, are priced under a transactional model and others are priced under a subscription or license model.  Acxiom’s consulting and analytical services are typically priced per engagement, using a professional services model or on a fee per modelfee-per-model basis.

Acxiom’s executive officers, their current positions, ages and business experience are listed below.  They are elected by the board of directors annually or as necessary to fill vacancies or to fill new positions.  There are no family relationships among any of the officers.officers or directors of the Company.

 

vendor.  In that capacity,the top two applications for enterprise software for advertising).  Earlier in his career, he was responsible forwith The Boston Consulting Group and Kidder, Peabody & Company, Inc.  He serves on the company’s outsourcing and hosting units as well as a numberboard of administrative functions.  From 2003 – 2004, he served as chief financial officer for Exult, Inc., a human resources

We have recently experienced significant changes in our executive leadership.  On March 28,In 2011, John A. Meyer resigned aswe announced the resignations of our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Executive Vice President and- Sales, Marketing & Consulting.  We have since appointed a Director of the Company.  The Board of Directors appointed Jerry D. Gramaglia, a member of the Company’s Board of Directors, as interimnew Chief Executive Officer, and President of the Company, while the Board conductsScott Howe, in July 2011; a search for a permanent replacement for Mr. Meyer.  Additionally, Christopher W. Wolf intends to resign as thenew Chief Financial Officer, of the Company effective June 1, 2011.

Maintaining the technological competitiveness inof our data products, processing functionality, software systems and services is key to our continued success.  However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competiveness.  Consumer needs and the business information industry as a whole are in a constant state of change.  For example, in recent years, we have seen a decline in the use of direct mail marketing and an increase in the use of alternative marketing channels such as on-line advertising.  Our ability to continually improve our current processes and products in response to changes in technology and to develop and introduce new products and services isare essential in order to maintainmaintaining our competitive position, preserving our market share and meetmeeting the increasingly sophisticated requirements of our clients.  If we fail to do so,enhance our current products and services or fail to develop new products in light of emerging technologies and industry standards, we could lose clients to current or future competitors, which could result in impairment of our growth prospects, loss of market share and decreased revenues, net income and earnings per share.revenues.

There could be a material adverse impact on our business due to the enactment of legislation or industry regulations, the issuance of judicial interpretations, or simply a change in customs, arising from the increasing public concern over consumer privacy issues.  In the U.S., both the Congress and the legislatures of various states have recently focused their attention on matters concerning the collection and use of consumer data.  In mostall of the non-U.S. locations in which we do business, legislation restricting the collection and use of personal data already exists.  Many times restrictionsexists or is being contemplated.  Restrictions are often placed on the use of data upon the occurrence of unanticipated events that rapidly drive the adoption of legislation or regulation.  Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting somecertain kinds of data.  In the U.S. the general data collection regime provides that, non-sensitive data is generally usable under current rules and regulations so long as the person does not affirmatively “opt-out” of the collection of such data.  In Europe the reverse is true.  If the European model were to be adopted in the U.S. it would lead to less data being available and at a higher cost.  It is also possible that weThe increased costs and decreased availability of information 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 potentially resultingand could result in decreased revenues, net income,revenues.  Additionally, legislative, regulatory or cultural change could negatively influence, change or reduce our current and earnings per share.prospective clients’ demand for our products and services, which could also adversely affect our results of operations.

We operate extremely complex computer systems that contain personally identifiable data.data, much of which must be maintained on a confidential basis.  Unauthorized third parties could attempt to gain entry to suchour systems for the purpose of stealing data or disrupting the systems.  We believe that we have taken adequate measures to protect themour systems from intrusion, but we cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information we possess.  In the event that our protection efforts are unsuccessful and we could suffer significant harm.  Further, we handle large quantitiesexperience an unauthorized disclosure of personally identifiableconfidential information that must be maintained on a confidential basis.  Inor the event the confidentialitysecurity of such information wasor our systems is compromised, we could suffer substantial harm.  Such a security breach could result in operation disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues.  Also, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future.  Further, we could be forced to expend significant harm.Company resources in response to a security breach, including repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims, all of which could divert the attention of our management and key personnel away from our business operations.  In any event, a significant security breach could result in significant harm to our business, financial condition and operating results.

Much of the data that we use is either purchased or licensed from third parties.third-party data suppliers, and we are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms.  We compile the remainder of the data that we use from public record sources.  We could suffer a material adverse effectconsequences if owners of theour data we usesuppliers were to withdraw thewithhold their data from us.  Data providersus, which could withdrawoccur either because we fail to maintain sufficient relationships with the suppliers or if they decline to provide (or are prohibited from providing) such data to us due to legal, contractual, privacy, competition or other economic concerns.  For example, data suppliers could withhold their data from us if there is a competitive reason to do so, orif we breach our contract with a supplier, if they are acquired by one of our competitors, if legislation is passed restricting the use of the data they provide, or if judicial interpretations are issued restricting use of such data.  Furthermore, we could terminate relationships with our data suppliers if they fail to adhere to our data quality standards.  If a substantial number of data providerssuppliers were to withdraw or withhold their data from us, 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.

While a significant amount of our total revenue is currently derived from clients who have long-term contracts (defined as contracts with initial terms of two years or more), these contracts have been entered into at various times, and therefore some of them are in the latter part of their terms and are approaching their originally scheduled expiration dates.  IfIn addition, many of these contracts contain provisions allowing the client to terminate prior to the end of the term upon giving advance notice.  There is no guarantee that these clients will renew their contracts upon expiration or will not terminate prior to then.  Even if renewed by the customer,these clients, the terms of the renewal contractcontracts may not have a term as long as, or may otherwise be on terms less favorable than, the original contract.  Revenue from customers with long-term contracts is not necessarily “fixed” or guaranteed as portions of the revenue from these customers is volume-driven or project-related.  With respect to the portion of our business that is not under long-term contract, revenues are even less predictable than with long-term contracts and are almost completely volume-driven or project-related.  Therefore, we must engage in continual sales efforts to maintain revenue stability and future growth with these customers.  In addition, ifall of our clients and customers or our operating results will suffer.  If a significant customer fails to renew a contract, or renews the contract on terms less favorable to us than before, our business could be negatively impacted if additional business iswere not obtained to replace the businessor supplement that which was lost.

The cost of executing our business plan to continue to pursue opportunities outside the U.S. and in order to do this 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 limitedlocations is increasingly expensive.  In those non-U.S. locations where legislation restricting the collection and use of personal data currently exists, less data is available and at a much higher cost.  In some foreign markets, the types of products and services we offer have not been generally available and thus are not fully understood by prospective customers.  Upon entering these markets, we have to educate and condition the markets, increasing the cost and difficulty of successfully executing our operating results could be materially adversely affected. In general,business plan in these markets.  Additionally, each of our foreign locations is generally expected to fund its own operations and cash flows, although periodically funds may be loaned or invested from the U.S. to the foreign subsidiaries.  Therefore,As a result of such loan or investment, exchange rate movements of foreign currencies may have an impact on our future costs of, or on future cash flows from, foreign investments.  Weinvestments, and we have not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.  From time to time we enter geographical markets where the types of products and services we offer have not been generally available. As a result of having to educate and condition those markets, it is very difficult to predict the success of such entry. 

Additional risks inherent in our non-U.S. business activities generally include, among others, potentially longer accounts receivable payment cycles, the costs and difficulties of managing international operations, potentially adverse tax consequences, and greater difficulty enforcing intellectual property rights.  The various risks which are inherent in doing business in the United StatesU.S. are also generally applicable to doing business outside of the United States andU.S., but such risks may be exaggerated by the difficulty of doing business in numerous sovereign jurisdictions due tofactors normally associated with international operations, such as differences in culture, laws and regulations.

As part of our growth strategyFrom time to time, we may continue to acquire other complementary businesses, products and technologies orand enter into joint ventures or similar strategic relationships.  While we believe we will be able to successfully integrate recentlynewly acquired businesses into our existing operations, there is no certainty that future acquisitions or alliances will be consummated on acceptable terms or that we will be able to integrate successfully the services, content, products and personnel of any such transaction into our operations.  In addition, any future acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business and distract our management.  There is also no assurance thatFurther, we would derivemay be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction.  The occurrence of any of these events could result in decreased revenues, net income and earnings per share.

Postal rate increases are now expected to occur every year.continue to increase from time to time based on the rate of inflation.  The most recent increase in the U.S. was announced in October 2011 and became effective in April 2011.2012.  As postal ratescosts continue to rise, we expect to see increased pressure on direct mailers to leverage digital and other forms of online communication and to mail fewer pieces.

Additionally, those in the traditional direct mail business, as well as the postal service,USPS, are under growing pressure to reduce their impact on the environment.  It is uncertain at this time what either marketers or the postal serviceUSPS will do to lessen their impact.  From a postal service perspective, the actions to be taken may involve changing certain aspects of mail service that would negatively affect direct marketers.  From a marketer’s perspective, such actions could have the same effect as increased rates, thereby causing them to mail fewer pieces.pieces, which may negatively impact the Company’s revenue derived from our traditional direct marketing business. 

Our industry has experienced a variety of business combinations that have consolidated our competitors.  The possibility of the consolidation or merger of companies who might combine forces to create a single-source provider of multiple services to the marketplace in which we compete could result in increased price competition for us which would negatively affect our business results.  We currentlyprimarily compete against numerous providers of a single service or product in several separate market spaces.markets.  (See the discussion above under “Competition.”)  Since we offer a larger variety of products and services than manymost of our current competitors, we have been able to successfully compete against them in most instances.  However, the dynamics of the marketplace couldwould be significantly altered if someseveral of the single-servicethese providers were to combine with each other to provideoffer a wider variety of products and services that more directly compete with our portfolio of products and services. If our competitors were to combine forces to create a single-source provider of multiple products and services to the markets in which we compete, we could experience increased price competition, lower demand for our products and services, and loss of market share, each of which could negatively affect our operating results.

Processing errors, couldor significant errors and defects in our products, can be harmful to our business and result in increases in operating costs.  Such errors may result in the issuance of credits to clients, the re-performance of work, and/or the payment of damages.damages, future rejection of our products and services by current and prospective customers and irreparable harm to our reputation.  Likewise, the failure to meet contractual service level requirements or to meet specified goals withwithin contractual timeframes could result in monetary penalties or lost revenue.  Taken together, these issues could result in loss of revenue and decreases in profit margins as service and support costs increase.

The pricing and other terms of our client contracts, particularly our long-term IT outsourcing agreements, require us to makeare based on estimates and assumptions we make at the time we enter into these contracts that could differ from actual results.contracts.  These estimates reflect our best judgments regarding the nature of the engagement and our expected costs to provide the contracted services.services and could differ from actual results.  Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse affecteffect on our profit margin.  Our exposure to this risk increases generally in proportion to the scope of the client contract and is higher in the early stages of such a contract.  In addition, a majority of our IT outsourcing contracts contain some fixed-price, incentive-based or other pricing terms that condition our fee on our ability to meet defined goals.  Our failure to meet a client's expectations in any type of contract may result in an unprofitable engagement which could adversely affect our operating results.

A fewCertain of our client contracts require significant investment in the early stages, which is expectedwe expect to be recoveredrecover through billings over the life of the contract.  These contracts oftenmay involve the construction of new computer systems and communications networks andor the development and deployment of new technologies.  Substantial performance risk exists in each contract with these characteristics, and some or all elements of service delivery under these contracts are dependent upon successful completion of the development, construction and deployment phases.  Failure to successfully meet our contractual requirements under these contracts over their life increases the possibility that we may not recover suchour capital investments in these contracts.  Failure to recover our capital investments could materially adversely affect ourbe detrimental to the profitability of the particular engagement as well as the Company’s operating results.

Not applicable.

Acxiom is headquartered in Little Rock, Arkansas with additional locations around the United States.  We also have operations in Europe, Asia-Pacific the Middle East and South America.  In general, our facilities are in good condition, and we believe that they are adequate to meet our current needs.  We do not anticipate that any substantial additional properties will be required for our existing business during fiscal year 2012.2013.  The table below sets forth the location, ownership and general use of our principal properties currently being used by each business segment.

The Company is involved in various claims and litigation matters that arise in the ordinary course of the business.  None of these, however, are believed by management to be material in their nature or scope, except those incorporated by reference under this Part I, Item 3.

Please refer to the discussion of certain legal proceedings pending against the Company in the Financial Supplement to this Annual Report on Form 10-K, Notes to Consolidated Financial Statements, Note 11 Commitments and Contingencies, Legal Matters, which discussion is incorporated herein by reference.

The outstanding shares of Acxiom’s common stock are listed and traded on the NASDAQ Global Select Market and trade under the symbol ACXM.  The following table reflects the range of high and low sales prices of Acxiom’s common stock as reported by NASDAQ Online for each quarter in fiscal 20112012 and 2010.2011.

As of May 25, 201123, 2012 the approximate number of record holders of the Company’s common stock was 2,050.

In November 2008, the board of directors suspended dividend paymentsThe Company has not paid dividends on the Company’sits common stock.  Prior to that, dividends of $.06 per share were paidstock in the firstpast two quartersfiscal years.  The Board of fiscal year 2009.  The boardDirectors may reconsider reinstituting dividend paymentsconsider paying dividends in the future but has no plans to reinstate thempay dividends in the short term.