Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2014 vs FY2013

[removed: If the economic environment] worsens, we could face a reduction in demand from current and potential clients for our products and services, which could have a material adverse effect on our business, results of operations and financial condition.

We vigorously compete with a variety of software vendors [added: and service providers] in all of our major product lines.

Security risks may result in liability to [removed: us] [added: our customers, damage to our reputation,] and [removed: also] may deter financial institutions from purchasing our products.

[added: If we are unable to obtain such ACH services] in the future, that could have a material adverse effect on our business, financial position and results of operations.

[removed: A] [added: Any] significant interruption of service could [added: reduce revenue,] have a negative impact on our reputation, result in damage claims, lead our present and potential customers to choose other service providers, and lead to increased regulatory scrutiny of the critical services we provide to financial institutions, with resulting increases in compliance burdens and costs.

[removed: Any such] [added: Such] claims, whether with or without merit, [removed: could be] [added: are] time-consuming, [added: may] result in costly litigation and may not be resolved on terms favorable to us.

[added: If our defense of such claims is not successful,] we could be forced to pay damages or could be subject to injunctions that would cause us to cease making or selling certain applications or force us to redesign applications.

If we fail to adapt our products and services to changes in [removed: technology,] [added: technology and the markets] we [added: serve, we] could lose existing customers and be unable to attract new business.

The markets for our software and hardware products and services are characterized by changing customer [added: and regulatory] requirements and rapid technological changes.

Our primary market consists of approximately [removed: 7,000] [added: 6,800] commercial and savings banks and [removed: 7,100] [added: 6,800] credit unions.

We depend on the contributions and abilities of our senior [removed: management.][added: management and other key employees.]

Our Company has grown significantly in recent years and our management remains concentrated in a small number of [removed: key employees.][added: highly qualified individuals.]

Some of our recent acquisitions include business lines that are marketed outside our traditional, regulated, and litigation-averse base of financial [removed: institution customers.]

In 2012, we experienced a disruption to our operations at our Lyndhurst, NJ processing center as a result of Super Storm Sandy.

If the economic environment

In December 2013 we entered into an agreement with The Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the Federal Reserve Bank of St. Louis, which together regulate the Company's operations as the Federal Financial Institutions Examination Council ("FFIEC").

In 2012, operations at the Company's Lyndhurst, NJ processing center were temporarily but significantly disrupted by Super Storm Sandy, impacting the financial institutions served by that facility until the Company was able to return to normal operations.

The agreement commits the Company to a process of assessing, improving and monitoring its disaster recovery and business continuity plans and the management of related risks across the Company.

The agreement also commits the Company to a process of reporting on corrective actions and to monitoring of its compliance with applicable regulations and guidance from the Regulators and the FFIEC.

Regular reports of progress have been made to clients and to the regulators.

The Company has met all of the deadlines stipulated in the agreement and continues to mature the identified processes with the objective of achieving full compliance.

We are unable to predict what effect, if any, this agreement will have on our business.

Failure to comply with the agreement could have a material adverse effect on our business.

Infringement claims have been and will in the future be asserted with regard to our software solutions and services.

institution customers.

If we are unable to obtain such ACH services

We anticipate that the number of infringement claims will increase as the number of our software solutions and services increases and the functionality of our products and services expands.

If our defense of such claims is not successful,

Jack Henry & Associates, Inc. (JHA) is headquartered in Monett, Missouri, employs approximately [removed: 5,200] [added: 5,600] associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.

Its solutions serve [removed: more than] [added: nearly] 11,300 customers and are marketed and supported through three primary brands.

ProfitStars® provides specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities outside the financial services [removed: industry] [added: industry,] to mitigate and control risks, optimize revenue and growth opportunities, and contain costs.

The majority of our revenue is derived from recurring outsourcing fees and transaction processing fees that predominantly have contract terms of five years or [removed: greater.][added: greater at inception.]

Less predictable software license fees and hardware [removed: sales complement our primary revenue sources.]

During the last five fiscal years, our revenues have grown from [removed: $745,593] [added: $836,586] in fiscal [removed: 2009] [added: 2010] to [removed: $1,129,386] [added: $1,210,053] in fiscal [removed: 2013.][added: 2014.]

This growth has resulted primarily from internal [removed: expansion supplemented by strategic acquisitions.][added: expansion.]

We continue to focus on [removed: areas of] our [removed: company to accomplish our ongoing] objective of providing the best integrated solutions, products and customer service [removed: available] to our clients.

We are [removed: currently] cautiously optimistic regarding ongoing economic improvement and expect our clients to continue investing in our products and services [removed: that are needed] to improve their operating efficiencies and performance.

Regulatory conditions and legislation such as the Dodd-Frank Wall Street Reform and Consumer Protection Act will continue to impact the financial services industry and [removed: potentially] [added: could] motivate some financial institutions to postpone discretionary spending.

All dollar amounts are in thousands and discussions compare fiscal [removed: 2013] [added: 2014] to fiscal [removed: 2012] [added: 2013] and compare fiscal [removed: 2012] [added: 2013] to fiscal [removed: 2011.][added: 2012.]

The growth in revenue and the Company's continued focus on cost management continued to drive up gross margins, which has resulted in a [removed: 13%] [added: 9%] increase in gross profit.

We move into fiscal [removed: 2014] [added: 2015] following record revenue achieved in fiscal [removed: 2013.][added: 2014.]

Our strong balance sheet, access to extensive lines of credit, the strength of our existing product line and an unwavering commitment to superior customer service position us well to address current and future [removed: opportunities to extend our customer base and produce returns for our stockholders.][added: opportunities.]

License revenue [removed: has] remained consistent [removed: to last] [added: with the prior] year due to strong results from our core and complementary Credit Union products being offset by reduced revenue from our Alogent® products (our suite of deposit and image capture products targeted at large financial institutions) which reduced from a particularly strong prior year.

| Support and Service Revenue | Year Ended [added: June 30,] | | | | | | | | % [added: Change] | |

| | [added: Year Ended] June 30, | | | | | | | | [added: %] Change | |

| | Year over Year [removed: Change] | | | | | | | | [added: | |]

| | $ Change | | | | % Change | | | | [added: | |]

In-house support and other services revenue increased due to annual maintenance fee increases as our customers’ assets [removed: grow.][added: grew.]

Revenue from our complementary products [removed: has] also [removed: grown] [added: grew] as the total number of supported in-house products [removed: has grown.][added: grew.]

Electronic payment services continue to experience the largest [added: dollar] growth.

The revenue increases are attributable to strong performance across debit/credit card [added: transaction] processing services, online bill payment services and ACH processing.

Outsourcing services for banks and credit unions [removed: continue] [added: continued] to drive revenue growth as customers continue to show a preference for outsourced delivery of our solutions.

| Hardware Revenue | Year Ended [added: June 30,] | | | | | | | | % [added: Change] | |

| | June 30, | | | | | | | [removed: | Change | |]

| Percentage of total revenue | [removed: 5] [added: 91] | | % | | [removed: 6] [added: 90] | | % | | | |

Although there will be continuing [added: quarterly] fluctuations, we expect [added: there to be] an overall decreasing trend in hardware sales due to the change in sales mix towards outsourcing [removed: contracts (which] [added: contracts, which] typically do not include [removed: hardware)] [added: hardware,] and the [added: general] deflationary trend of computer [removed: prices generally.][added: prices.]

Cost of license [removed: represents] [added: represented] the cost of software from third party vendors through remarketing agreements associated with license fee revenue.

These costs [removed: are] [added: were] recognized when license revenue [removed: is] [added: was] recognized.

Cost of support and service [removed: represents] [added: represented] costs associated with conversion and implementation efforts, ongoing support for our in-house customers, operation of our data and item centers providing services for our outsourced customers, electronic payment services and direct operating costs.

These costs [removed: are] [added: were] recognized as they [removed: are] [added: were] incurred.

Cost of hardware [removed: consists] [added: consisted] of the direct and indirect costs of purchasing the equipment from the manufacturers and delivery to our customers.

These costs [removed: are] [added: were] recognized at the same time as the related hardware revenue [removed: is] [added: was] recognized.

Ongoing operating costs to provide support to our customers [removed: are] [added: were] recognized as they [removed: are] [added: were] incurred.

Sales of third party software products decreased compared to [removed: last] [added: the prior] year, leading to lower related costs and slightly increased gross profit margins.

In general, changes in cost of hardware [removed: trend] [added: trended] consistently with hardware revenue.

For the fiscal year, margins [removed: have] decreased slightly, [removed: being] impacted by reduced sales of higher margin products related to hardware upgrades.

| Selling and Marketing | Year Ended [added: June 30,] | | | | | | | | % [added: Change] | |

Dedicated sales forces, inside sales teams, technical sales support teams and channel partners [removed: conduct] [added: conducted] our sales efforts for our two reportable segments, and [removed: are] [added: were] overseen by regional sales managers.

sales complement our primary revenue sources.

Income from continuing operations has grown from $117,870 in fiscal 2010 to $201,136 in fiscal 2014.

We anticipate that consolidation within the financial services industry will continue.

FISCAL 2014 COMPARED TO FISCAL 2013

Operating expenses decreased 2% for the year mainly due to $12,436 of expenses in the prior year related to the impact of Hurricane Sandy flooding on our Lyndhurst, New Jersey item processing center.

Provision for income taxes increased over the prior year.

The prior year provision for income tax was low due to the tax impact of the Lyndhurst, New Jersey expenses and the release of previously unrecognized tax benefits.

Increased revenue and gross margin, coupled with the above changes, resulted in a combined 14% increase in net income for fiscal 2014.

| | 2014 | | | | 2013 | | | | | |

| License | $ | 53,009 | | | $ | 54,818 | | | (3 | )% |

License revenue decreased slightly due mainly to a decrease in license revenue from complementary products, particularly our remote deposit capture suite of products.

| | 2014 | | | | 2013 | | | | | |

| Support and service | $ | 1,098,386 | | | $ | 1,015,211 | | | 8 | % |

| | 2014 | | | | 2013 | | | | | |

| Hardware | $ | 58,658 | | | $ | 59,357 | | | (1 | )% |

Hardware revenue decreased slightly.

| | 2014 | | | | 2013 | | | | | |

| Cost of License | $ | 4,273 | | | $ | 4,824 | | | (11 | )% |

| Cost of support and service | $ | 643,443 | | | $ | 603,920 | | | 7 | % |

| Cost of hardware | $ | 43,708 | | | $ | 43,650 | | | — | % |

| TOTAL COST OF SALES | $ | 691,424 | | | $ | 652,394 | | | 6 | % |

| TOTAL GROSS PROFIT | $ | 518,629 | | | $ | 476,992 | | | 9 | % |

For the fiscal year, margins are slightly lower due to decreased sales of higher margin hardware upgrade products.

| | 2014 | | | | 2013 | | | | | |

| | 2014 | | | | 2013 | | | | | |

Research and development expenses increased primarily due to increased headcount and related salaries.

| | 2014 | | | | 2013 | | | | | |

General and administrative expenses in the current year includes $2,900 of insurance recoveries of costs related to the impact of Hurricane Sandy flooding on our Lyndhurst, New Jersey item processing center, whereas the prior year includes $12,436 of expenses related to the same event.

General and administrative expenses, excluding the Lyndhurst expenses and subsequent insurance recoveries, increased slightly year-over-year due to additional headcount and related salaries.

| | 2014 | | | | 2013 | | | | | |

| Interest Expense | $ | (1,105 | ) | | $ | (6,337 | ) | | (83 | )% |

Interest income fluctuated due to changes in invested balances and yields on invested balances.

Interest expense decreased due to full repayment of our term loan in the fourth quarter of fiscal 2013.

The provision for income taxes was $110,135 or 35.4% of income before income taxes in fiscal 2014 compared with $83,205 or 32.0% of income before income taxes in fiscal 2013.

The increase in the effective tax rate was primarily due to the recognition of previously unrecognized tax benefits during the prior year quarter following the close of an Internal Revenue Service audit of fiscal years 2010 and 2011, as well as the retroactive extension of the research and experimentation credit during the prior year quarter.

Net income increased from $176,645, or $2.04 per diluted share, in fiscal 2013 to $201,136, or $2.36 per diluted share, in fiscal 2014.

The growth in revenue and the Company's continued focus on cost management continued to drive up gross margins, which resulted in a 13% increase in gross profit.

Cost of license consisted of the direct costs of third party software.

| | | | | | | | | | | |

The increase was due mainly to increased support and service revenue.

Income from continuing operations has grown from $103,102 in fiscal 2009 to $176,645 in fiscal 2013.

We anticipate consolidation within the financial services industry to continue, including some reduced amount of bank failures and an increasing amount of merger and acquisition activity.

Insurance claims have been made by JHA to recover the portions of the remaining expenses incurred related to Hurricane Sandy.

These open insurance recovery claims have not been finalized and no amounts have been recorded in the financial results for the year ended June 30, 2013.

The amount recovered will likely be less than the amount of the expense.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

We expect the trend towards outsourced product delivery to benefit outsourcing services revenue for the foreseeable future.

| | June 30, | | | | | | | | Change | |

| | June 30, | | | | | | | | Change | |

| | June 30, | | | | | | | | Change | |

| | June 30, | | | | | | | | Change | |

| | June 30, | | | | | | | | Change | |

FISCAL 2012 COMPARED TO FISCAL 2011

During fiscal 2012, the Company continued to focus on cost management and also reduced interest cost through our sustained repayment of long-term debt.

These changes have resulted in a 13% increase in net income.

The current condition of the U.S. financial markets continues to impact the overall demand and spending for new products and services by some of our customers.

The profitability of many financial institutions continues to improve, but in many cases remains low and this appears to have resulted in some reduction of demand for new products and services.

During the past four years, a number of financial institutions have closed or merged due to regulatory action.

We believe that regulatory closings will continue to decline through fiscal 2013, absent a significant downturn in the economy.

Furthermore, the increase in bank failures and forced consolidations has been, to some extent, offset by a general decline in the level of acquisition activity among financial institutions.

| | June 30, | | | | | | | | Change | |

| | 2012 | | | | 2011 | | | | | |

| License | $ | 54,811 | | | $ | 53,067 | | | 2 | % |

The increase in license revenue is due to strong results from our Silverlake® and Episys® core systems and related complementary products including 4|Sight™ Item Imaging and our ProfitStar® financial management and budgeting solutions.

The increase was partially offset by reduced revenue from our Alogent® products (our suite of deposit and image capture products targeted at large financial institutions) and our Argo products (our suite of retail solutions, including branch sales automation) which have both reduced slightly from a particularly strong prior year.

| | 2012 | | | | 2011 | | | | | |

| Support and service | $ | 909,176 | | | $ | 852,253 | | | 7 | % |

Revenue from our complementary products has also grown as the total number of supported in-house products has grown.

| | 2012 | | | | 2011 | | | | | |

| Hardware | $ | 63,122 | | | $ | 61,577 | | | 3 | % |

Hardware revenue increased slightly due to an increase in the number of third party hardware systems and components delivered as existing customers upgraded their hardware systems.

Although there will be continuing fluctuations, we expect there to be an overall decreasing trend in hardware sales due to the change in sales mix towards outsourcing contracts (which typically do not include hardware) and the deflationary trend of computer prices generally.

| Cost of Sales and Gross Profit | Year Ended | | | | | | | | % | |

| | 2012 | | | | 2011 | | | | | |

| Cost of License | $ | 6,111 | | | $ | 6,285 | | | (3 | )% |

| Cost of support and service | $ | 551,285 | | | $ | 515,917 | | | 7 | % |

| Cost of hardware | $ | 45,983 | | | $ | 45,361 | | | 1 | % |

| TOTAL COST OF SALES | $ | 603,379 | | | $ | 567,563 | | | 6 | % |

We have no outstanding debt with variable interest rates as of June 30, [removed: 2013] [added: 2014] and are therefore not currently exposed to interest risk.

Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for [removed: more than] [added: nearly] 11,300 financial institutions and diverse corporate entities.

| • | Jack Henry Banking is a leading provider of integrated data processing systems to [removed: almost 1,300] [added: more than 1,200] banks ranging from community institutions to mid-tier banks with assets of up to $30 billion. Our banking solutions support both in-house and outsourced operating environments with three functionally distinct core processing platforms and more than 100 integrated complementary solutions. |

| • | Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with over [removed: 760] [added: 780] credit union customers. Symitar markets two functionally distinct core processing platforms and more than 50 integrated complementary solutions that support both in-house and outsourced operating environments. |

| • | ProfitStars is a leading provider of highly specialized products and services to financial institutions that are primarily not core customers of the Company. ProfitStars offers highly specialized financial performance, imaging and payments processing, information security and risk management, retail delivery, and online and mobile solutions. ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with approximately [removed: 11,000] [added: 10,800] domestic and international customers. |

JHA ended fiscal [removed: 2013] [added: 2014] with [removed: $1,129.4] [added: $1,210.1] million gross revenue.

This has increased from [removed: $742.9] [added: $745.6] million at the end of fiscal [removed: 2008,] [added: 2009,] representing a compound annual growth rate during this challenging five-year period of [removed: 9] [added: 10] percent.

[removed: Net income] from continuing operations has grown from [removed: $105.3] [added: $103.1] million to [removed: $176.6] [added: $201.1] million during this same five-year period, [added: representing a compound annual growth rate of 14 percent.]

Information regarding the classification of our business into separate segments serving the banking and credit union industries is set forth in Note [removed: 12] [added: 13] to the Consolidated Financial Statements (see Item 8).

According to the Federal Deposit Insurance Corporation (“FDIC”), there were more than [removed: 7,000] [added: 6,800] commercial banks and savings institutions in this asset range as of December 31, [removed: 2012.][added: 2013.]

Jack Henry Banking currently supports [removed: almost 1,300] [added: more than 1,200] of these banks with its core information processing platforms and complementary products and services.

According to the Credit Union National Association (“CUNA”), there were approximately [removed: 7,100] [added: 6,800] domestic credit unions as of December 31, [removed: 2012.][added: 2013.]

Symitar currently supports over [removed: 760] [added: 780] of these credit unions with core information processing platforms and complementary products and services.

ProfitStars currently supports approximately [removed: 11,000] [added: 10,800] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.

The FDIC reports the number of commercial banks and savings institutions declined [removed: 17] [added: 18] percent from the beginning of calendar year [removed: 2008] [added: 2009] to the end of calendar year [removed: 2012.][added: 2013.]

Although the number of banks declined at a 4 percent compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 4] [added: 2] percent and totaled [removed: $13.4] [added: $13.7] trillion as of December 31, [removed: 2012.][added: 2013.]

There were [removed: no] [added: two] new bank charters issued in calendar year [removed: 2012,] [added: 2013,] compared to [removed: 3] [added: none] in calendar [removed: 2011.][added: 2012.]

Comparing calendar years [removed: 2012] [added: 2013] to [removed: 2011,] [added: 2012,] mergers increased [removed: 5] [added: 12] percent.

CUNA reports the number of credit unions also declined 16 percent from the beginning of calendar year [removed: 2008] [added: 2009] to the end of calendar year [removed: 2012.][added: 2013.]

Although the number of credit unions declined at a 3 percent compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 6] [added: 5] percent and totaled [removed: $1.0] [added: $1.1] trillion as of December 31, [removed: 2012.][added: 2013.]

We have a disciplined approach to acquisitions and have been successful in supplementing our organic growth with strategic acquisitions, including [removed: 27] [added: 28] material acquisitions since the end of fiscal 1999.

We have [removed: not] [added: only] completed [removed: an] [added: one] acquisition since fiscal year 2010.

After [removed: 37] [added: 38] years in business we have very few gaps in our product line, so it is increasingly difficult to find proven products or services that would enable our clients and prospects to better optimize their business opportunities or solve specific operational issues.

Our [removed: three] [added: four] most recent [removed: material] acquisitions were:

| • | Jack Henry Banking supports commercial banks with information and transaction processing platforms that provide enterprise-wide automation. We have three functionally distinct core bank processing systems and more than 100 complementary solutions, including business intelligence and bank management, retail and business [added: banking, internet banking and electronic funds transfer (“EFT”), risk management and protection, and item and document imaging solutions. Our banking solutions have state-of-the-art functional capabilities, and we can provide the hardware required by each software system. Our banking solutions can be delivered in-house or through outsourced implementation, and are backed by a company-wide commitment to provide exceptional personal service. Jack Henry Banking is a recognized market leader, currently supporting more than 1,200 banks with its technology platforms.] |

| • | Symitar supports credit unions of all sizes with information and transaction processing platforms that provide enterprise-wide automation. Its solutions include two functionally distinct core processing systems and more than 50 complementary solutions, including business intelligence and credit union management, member and member business services, Internet banking and EFT, risk management and protection, and item and document imaging solutions. Our credit union solutions also have state-of-the-art functional capabilities, and we can provide the hardware required by each software system. Our credit union solutions can be delivered in-house or through outsourced implementation, and are also backed by our company-wide commitment to provide exceptional personal service. Symitar currently supports over [removed: 760] [added: 780] credit union customers. |

| • | ProfitStars is a leading provider of specialized products and services assembled through our focused diversification acquisition strategy. These solutions are compatible with a wide variety of information technology platforms and operating environments, and include proven solutions for generating additional revenue and growth, increasing security and mitigating operational risks, and/or controlling operating costs. ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with approximately [removed: 11,000] [added: 10,800] domestic and international customers. These distinct products and services can be implemented individually or as solution suites to address specific business problems and enable effective responses to dynamic industry trends. |

| • | CIF 20/20® is a parameter-driven, easy-to-use system that now supports over [removed: 650] [added: 610] banks ranging from de novo institutions to those with assets exceeding $2 billion. CIF 20/20 is the most widely used IBM System i-based core processing system in the community bank market. |

| • | Episys® is a robust IBM System p™-based system primarily designed for credit unions with more than $50 million in assets. It has been implemented by over [removed: 580] [added: 610] credit unions and is ranked as the system implemented by more credit unions with assets exceeding $25 million than any other alternative. |

| • | Cruise® is a Windows-based, client/server system designed primarily for credit unions with less than $50 million in assets. It has been implemented by [removed: almost 180] [added: more than 170] credit unions, is cost-efficient, and provides intuitive point-and-click, drag-and-drop operation. |

[added: In-house customers generally] license our core software systems under a standard license agreement that provides a fully paid, nonexclusive, nontransferable right to use the software on a single computer at a single location.

[added: Know-It-All Education supports distinct learning preferences with a variety of delivery channels,] including classroom-based courses offered in JHA’s regional training centers, Internet-based live instruction, eLearning courses, on-site training, and train-the-trainer programs.

| • | A best practices methodology developed and refined through the company-wide, day-to-day experience supporting [removed: more than] [added: nearly] 11,300 diverse clients. |

Approximately [removed: $311.7] [added: $300.0] million of the outsourcing services backlog as of June 30, [removed: 2013] [added: 2014] is not expected to be realized during fiscal [removed: 2014] [added: 2015] due to the long-term nature of many outsourcing contracts.

Backlog as of June 30, [removed: 2012] [added: 2014] totaled [removed: $435.3] [added: $513.2] million, consisting of [removed: $92.7] [added: $118.7] million for in-house products and services, and [removed: $342.6] [added: $394.5] million for outsourcing services.

[removed: We also continually] evaluate and implement process improvements that expedite the delivery of new products and enhancements to our customers, and reduce related costs.

Research and development expenses for fiscal years [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] were [removed: $63.2] [added: $66.7] million, [removed: $60.9] [added: $63.2] million, and [removed: $63.4] [added: $60.9] million, respectively.

Capitalized software for fiscal years [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] was [removed: $51.3] [added: $62.2] million, [removed: $37.9] [added: $51.3] million, and [removed: $27.0] [added: $37.9] million, respectively.

International sales account for less than [removed: one] [added: 1] percent of JHA’s total revenue in each of the three years ended June 30, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011.][added: 2012.]

Jack Henry Banking and Symitar compete with large vendors that provide information and transaction processing solutions to banks and credit unions, including Fidelity National Information Services, Inc.; Fiserv, Inc.; and [removed: Harland Financial Solutions – Ultradata.][added: DH Corporation.]

JHA provides outsourced data and item processing through [removed: geographically dispersed] OutLink™ Data Centers, electronic transaction processing through our PassPort and Enterprise Payments Solutions™, Internet banking through NetTeller, ProfitStar’s Teleweb, and MemberConnect™ online solutions, bill payment through iPay, network security monitoring through our Gladiator unit, Enterprise Payment Solutions and business recovery services through Centurion Disaster Recovery.

Net income

| 2014 | Banno | Mobile banking, web development and data-enriched marketing technology |

We also continually

representing a compound annual growth rate of 11 percent.

banking, internet banking and electronic funds transfer (“EFT”), risk management and protection, and item and document imaging solutions.

Our banking solutions have state-of-the-art functional capabilities, and we can provide the hardware required by each software system.

Our banking solutions can be delivered in-house or through outsourced implementation, and are backed by a company-wide commitment to provide exceptional personal service.

Jack Henry Banking is a recognized market leader, currently supporting almost 1,300 banks with its technology platforms.

In-house customers generally

Know-It-All Education supports distinct learning preferences with a variety of delivery channels,

Information with respect to our legal proceedings may be found [added: at "Litigation"] in Note 6 to the Financial Statements in Item 8, which is incorporated herein by reference.

10-K 1 [removed: jkhy-2013630x10k.htm] [added: jkhy-2014630x10k.htm] FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2013][added: 2014]

| | For the fiscal year ended June 30, [removed: 2013] [added: 2014] |

As of August [removed: 21, 2013,] [added: 20, 2014,] the Registrant had [removed: 85,268,567] [added: 82,481,908] shares of Common Stock outstanding ($0.01 par value).

On December 31, [removed: 2012,] [added: 2013,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $3,300,462,978] [added: $4,998,746,579] (based on the average of the reported high and low sales prices on NASDAQ on December 31, [removed: 2012).][added: 2013).]

Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2013] [added: 2014] Annual Meeting of Stockholders (the "Proxy [removed: Statement"), to the Table of Contents below,] [added: Statement")] are incorporated by reference into Part II, Item 5 and into Part III of this Report.

| ITEM 1. | BUSINESS | [removed: [4](#sB6EAB17F37A13B5E20BD862722A6E7F1)] [added: [4](#sdb0244d5b59c42cfb13bd3274b00c8ac)] |

| ITEM 1A. | RISK FACTORS | [removed: [12](#sBDC0BB9DD3371F64B8DA862722D8E07D)] [added: [12](#s1bd285de669c4db5b82102c3229ed3be)] |

| ITEM 1B. | UNRESOLVED STAFF COMMENTS | [removed: [14](#sB785ABBABBACDB37859F862722F67958)] [added: [15](#sea176e31a1304c9cb42ec6921aea7137)] |

| ITEM 2. | PROPERTIES | [removed: [14](#sD9295AA5853A9FEC3387862723289B0E)] [added: [15](#sf47bf4f79c5b42458632d8fc99823cd2)] |

| ITEM 3. | LEGAL PROCEEDINGS | [removed: [15](#s8A8FDE6101765D30C36986272346E66D)] [added: [15](#sa8313176c62e4b359227631571d576c9)] |

| ITEM 4. | MINE SAFETY DISCLOSURES | [removed: [15](#s4785AFA3CFAE84C9987986272378F972)] [added: [15](#s4e77d4aab466458cade7d2d6c7caf970)] |

| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | [removed: [15](#s17A66D7C69BC84D3271D86271E469FFF)] [added: [15](#s941A843D8F3BBA9428C5B61DFECD9183)] |

| ITEM 6. | SELECTED FINANCIAL DATA | [removed: [17](#s9D1526EB234DFE1A5C98862723FAA5FC)] [added: [18](#s087b1487839d4cbda6c5693e11356e09)] |

| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | [removed: [17](#s2C487D2580265351741E86272422680C)] [added: [18](#s2955C9D2B6354BE5E855B61E0448049E)] |

| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | [removed: [30](#s4E23FCFE2D45F711D05C8627258A0BFE)] [added: [31](#sdaf37e79f7e6431b8a4f820c71b80844)] |

| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | [removed: [31](#sF4A762EE9AC0058AC57F862725C6C04A)] [added: [32](#s5F05F9BF101471A2AB4FB61E01CC3B07)] |

| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | [removed: [56](#s440E36BC263139A19516862729EA4DEC)] [added: [57](#s46C4CABDB6FE3DD2279AB61E050E0D54)] |

| ITEM 9A. | CONTROLS AND PROCEDURES | [removed: [56](#s2CBFDF74D7C9F3B13E7B862729FE8F13)] [added: [57](#s4C054C84AD63A41A90F0B61E0541FC03)] |

| ITEM 9B. | OTHER INFORMATION | [removed: [56](#s77A09D1652C64C9C060386272A1C0F63)] [added: [57](#s0e1d4f944f32481699dfcf6d586facb9)] |

| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | [removed: [57](#s13EAF86DBBF8A582EA9886272A6C89DE)] [added: [58](#se51517f53d1241b49fb729b659f01e5c)] |

| ITEM 11. | EXECUTIVE COMPENSATION | [removed: [57](#sC7700BE97B95F7347F1F86272AA81AA8)] [added: [58](#s7da4a59245da485fbadaed372243860e)] |

| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | [removed: [57](#s4F35BF269841ACD0B09F86272AC6360C)] [added: [58](#s294262833e234a4d9edf9c46e590bdaf)] |

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | [removed: [57](#s233EBB04339EE358CAED86272AF8EECA)] [added: [58](#sb4d09a9a58f94b89bdfa74d0e9c77254)] |

| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | [removed: [57](#sFC853ACA20F9130B4F4486272B167894)] [added: [58](#sbc7bdf70dc5e4775b7f3f63e96751281)] |

| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | [removed: [57](#sF1822291AB55F16FAAE786272B66249F)] [added: [58](#s052BC7B1DD8AD9F7A3E9B61E05E75543)] |

In this report, all references to “JHA”, the “Company”, “we”, “us”, and “our”, refer to Jack Henry & Associates, Inc., and its [removed: consolidated] [added: wholly owned] subsidiaries.

\[X\]

\[ \]

[added: We have 40 leased office facilities in 21] states, which total approximately [removed: 378,000] [added: 465,000] square feet.

Of our facilities, the credit union segment uses office space totaling approximately [removed: 162,000] [added: 177,000] square feet in [removed: ten] [added: eleven] facilities.

The majority of our San Diego, California offices are used in the credit union segment, as are portions of [removed: nine] [added: ten] other office facilities.

The remainder of our leased and owned facilities, approximately [removed: 1,216,000] [added: 1,288,000] square feet of office space, is primarily devoted to serving our bank segment or supports our whole business.

We own [removed: five] [added: four] aircraft.

We have 37 leased office facilities in 21

| | | Fiscal [removed: 2013] [added: 2014] | | | | | | | | Fiscal [removed: 2012] [added: 2013] | | | | | | |

| Fourth Quarter | | $ | [removed: 48.24] [added: 60.02] | | | $ | [removed: 37.90] [added: 52.87] | | | $ | [removed: 34.76] [added: 48.24] | | | $ | [removed: 32.17] [added: 37.90] | |

| Third Quarter | | [removed: 46.31] [added: 60.34] | | | | [removed: 39.60] [added: 53.55] | | | | [removed: 35.37] [added: 46.31] | | | | [removed: 32.11] [added: 39.60] | | |

| Second Quarter | | [removed: 40.71] [added: 59.37] | | | | [removed: 37.12] [added: 49.08] | | | | [removed: 34.50] [added: 40.71] | | | | [removed: 27.33] [added: 37.12] | | |

| First Quarter | | [removed: 38.22] [added: 52.42] | | | | [removed: 33.92] [added: 47.14] | | | | [removed: 31.15] [added: 38.22] | | | | [removed: 24.41] [added: 33.92] | | |

Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended June 30, [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013] are as follows:

| | | Fiscal [removed: 2013] [added: 2014] | | | | Fiscal [removed: 2012] [added: 2013] | | |

| Fourth Quarter | | $ | [removed: 0.200] [added: 0.220] | | | $ | [removed: 0.115] [added: 0.200] | |

| Third Quarter | | [removed: 0.130] [added: 0.220] | | | | [removed: 0.115] [added: 0.130] | | |

| Second Quarter | | [removed: 0.115] [added: 0.200] | | | | [removed: 0.105] [added: 0.115] | | |

| First Quarter | | [removed: 0.115] [added: 0.200] | | | | [removed: 0.105] [added: 0.115] | | |

On August [removed: 16, 2013,] [added: 15, 2014,] there were approximately [removed: 54,000] [added: 55,000] holders of the Company’s common stock.

On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $50.47] [added: $56.44] per share.

The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2013:][added: 2014:]

| | Total Number of Shares Purchased [added: (1)] | | | Average Price of Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans [added: (1)] | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans [removed: (1)] [added: (2)] | |

[removed: (1)] [added: (2)] Stock repurchase authorizations approved by the Company's Board of Directors as of [removed: April 1,] [added: May 3,] 2013 was [removed: 20.0] [added: 25.0] million shares.

The following chart presents a comparison for the five-year period ended June 30, [removed: 2013,] [added: 2014,] of the market performance of the Company’s common stock with the S & P 500 Index and an index of peer companies selected by the Company:

[removed: ][added: ]

| | [removed: 2008 | |] 2009 | | 2010 | | 2011 | | 2012 | | 2013 | | [added: 2014 | |]

This comparison assumes $100 was invested on June 30, [removed: 2008,] [added: 2009,] and assumes reinvestments of dividends.

Companies in the [added: Old] Peer Group are ACI Worldwide, Inc., Bottomline Technology, Inc., Cerner Corp., DST Systems, Inc., Euronet Worldwide, Inc., Fair Isaac Corp., Fidelity National [added: Information Services, Inc., Fiserv, Inc., SEI Investments Company, Telecommunications Systems, Inc., and Tyler Technologies Corp.]

| April 1 - April 30, 2014 | — | | | $ | — | | | — | | | 7,137,063 | |

| May 1 - May 31, 2014 | 1,073,046 | | | 57.39 | | | | 1,073,046 | | | 6,064,017 | |

| June 1 - June 30, 2014 | 867,960 | | | 58.90 | | | | 867,960 | | | 5,196,057 | |

| Total | 1,941,006 | | | 58.06 | | | | 1,941,006 | | | 5,196,057 | |

(1) 1,941,006 shares were purchased through a publicly announced repurchase plan.

There were no shares surrendered to the Company to satisfy tax withholding obligations in connection with employee restricted stock awards.

| JKHY | 100.00 | | 116.85 | | 148.92 | | 173.67 | | 240.25 | | 307.57 | |

| Old Peer Group | 100.00 | | 112.45 | | 150.77 | | 176.12 | | 220.42 | | 275.73 | |

| New Peer Group | 100.00 | | 115.50 | | 159.31 | | 171.86 | | 198.72 | | 273.95 | |

| S & P 500 | 100.00 | | 114.43 | | 149.55 | | 157.70 | | 190.18 | | 236.98 | |

In fiscal 2014, we changed our peer group of companies used for this analysis to maintain alignment with peer companies selected by our Compensation Committee for use in determining compensation for executive management.

Companies in the New Peer Group are ACI Worldwide, Inc., Bottomline Technology, Inc., Broadridge Financial Solutions, Cardtronics, Inc., Convergys Corp., Corelogic, Inc., DST Systems, Inc., Euronet Worldwide, Inc., Fair Isaac Corp., Fidelity National Information Services, Inc., Fiserv, Inc., Global Payments, Inc., Heartland Payment Systems, Inc., Micros Systems, Inc., Moneygram International, Inc., SS&C Technologies Holdings, Inc., Total Systems Services, Inc., Tyler Technologies, Inc., Verifone Systems, Inc., and WEX, Inc..

| April 1 - April 30, 2013 | — | | | $ | — | | | — | | | 4,140,316 | |

| May 1 - May 31, 2013 | 436,034 | | | 46.98 | | | | 436,034 | | | 8,704,282 | |

| June 1 - June 30, 2013 | 467,555 | | | 46.74 | | | | 467,555 | | | 8,236,727 | |

| Total | 903,589 | | | 46.86 | | | | 903,589 | | | 8,236,727 | |

This was increased by 5.0 million shares on May 3, 2013.

| JKHY | 100.00 | | 97.64 | | 114.10 | | 145.41 | | 169.58 | | 234.60 | |

| Peer Group | 100.00 | | 97.18 | | 109.28 | | 146.52 | | 171.16 | | 214.21 | |

| S & P 500 | 100.00 | | 73.79 | | 84.43 | | 110.35 | | 116.36 | | 140.32 | |

Information Services, Inc., Fiserv, Inc., SEI Investments Company, Telecommunications Systems, Inc., and Tyler Technologies Corp.

| Income Statement Data | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Revenue (1) | | $ | [removed: 1,129,386] [added: 1,210,053] | | | $ | [removed: 1,027,109] [added: 1,129,386] | | | $ | [removed: 966,897] [added: 1,027,109] | | | $ | [removed: 836,586] [added: 966,897] | | | $ | [removed: 745,593] [added: 836,586] | |

| Income from continuing operations | | $ | [removed: 176,645] [added: 201,136] | | | $ | [removed: 154,984] [added: 176,645] | | | $ | [removed: 137,471] [added: 154,984] | | | $ | [removed: 117,870] [added: 137,471] | | | $ | [removed: 103,102] [added: 117,870] | |

| Basic net income per share, continuing operations | | $ | [removed: 2.05] [added: 2.37] | | | $ | [removed: 1.79] [added: 2.05] | | | $ | [removed: 1.60] [added: 1.79] | | | $ | [removed: 1.39] [added: 1.60] | | | $ | [removed: 1.23] [added: 1.39] | |

| Diluted net income per share, continuing operations | | $ | [removed: 2.04] [added: 2.36] | | | $ | [removed: 1.78] [added: 2.04] | | | $ | [removed: 1.59] [added: 1.78] | | | $ | [removed: 1.38] [added: 1.59] | | | $ | [removed: 1.22] [added: 1.38] | |

| Dividends declared per share | | $ | [removed: 0.56] [added: 0.84] | | | $ | [removed: 0.44] [added: 0.56] | | | $ | [removed: 0.40] [added: 0.44] | | | $ | [removed: 0.36] [added: 0.40] | | | $ | [removed: 0.32] [added: 0.36] | |

| Working capital | | $ | [removed: 35,627] [added: (44,435] | [added: )] | | $ | [removed: 66,406] [added: 35,627] | | | $ | [removed: (26,561] [added: 66,406] | [removed: )] | | $ | [removed: (51,283] [added: (26,561] | ) | | $ | [removed: 15,239] [added: (51,283] | [added: )] |

| Total assets | | $ | [removed: 1,629,155] [added: 1,624,292] | | | $ | [removed: 1,619,492] [added: 1,629,155] | | | $ | [removed: 1,505,797] [added: 1,619,492] | | | $ | [removed: 1,560,560] [added: 1,505,797] | | | $ | [removed: 1,050,700] [added: 1,560,560] | |

| Long-term debt | | $ | [removed: 7,366] [added: 3,729] | | | $ | [removed: 106,166] [added: 7,366] | | | $ | [removed: 127,939] [added: 106,166] | | | $ | [removed: 272,732] [added: 127,939] | | | $ | [removed: —] [added: 272,732] | |

| Stockholders’ equity | | $ | [removed: 1,072,169] [added: 1,038,161] | | | $ | [removed: 983,056] [added: 1,072,169] | | | $ | [removed: 879,776] [added: 983,056] | | | $ | [removed: 750,372] [added: 879,776] | | | $ | [removed: 626,506] [added: 750,372] | |

| | [Report of Independent Registered Public Accounting Firm](#sF372B8262CFFE39A853A8627261664AA) | [removed: [32](#sF372B8262CFFE39A853A8627261664AA)] [added: [33](#s0d9a7cc33dd64d3cac9bb0a2b4f7ecd7)] |

| | [Management's Annual Report on Internal Control over Financial Reporting](#s671F71F0084F653365FC862726347FC4) | [removed: [33](#s671F71F0084F653365FC862726347FC4)] [added: [34](#sdc445c531fc64641a23ff8ba4ac157a1)] |

| | [Report of Independent Registered Public Accounting Firm](#s834FC91F0351EE4B1D5D86272666AAAA) | [removed: [34](#s834FC91F0351EE4B1D5D86272666AAAA)] [added: [35](#sca1422d9475f4515899d9d6c2ca3bbd0)] |

| | Years Ended June 30, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] | [removed: [35](#sB4BD284195D36C653A9186271A68439B)] [added: [36](#sC456894E942E11CF16C9B61DFAA891E2)] |

| | [added: Years Ended] June 30, [removed: 2013] [added: 2014, 2013,] and 2012 | [removed: [36](#s0D922F061A1FC14C718F86271A7C87E2)] [added: [38](#s5ca39e7cde394c3aa734369098274a18)] |

| | Years Ended June 30, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011] [added: 2012] | [removed: [37](#s305DB83605E83C1E9E0D86271A4A01E0)] [added: [39](#s2D34209DC1B1F460D682B61DFA1C2EBF)] |

| | [Notes to Consolidated Financial Statements](#sFE13327E87C410EC7AC68627272ECAAD) | [removed: [39](#sFE13327E87C410EC7AC68627272ECAAD)] [added: [40](#s511B3CD3B00D16ECBF1EB61E0273A625)] |

We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, changes in [removed: stockholders'] [added: stockholders’] equity, and cash flows for each of the three years in the period ended June 30, [removed: 2013.][added: 2014.]

Our responsibility is to express an opinion on [removed: the] [added: these] financial statements based on our audits.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Jack Henry & Associates, Inc. and subsidiaries as of June 30, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the results of their operations and their cash flows for each of the three years in the period [added: ended] June 30, [removed: 2013,] [added: 2014,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, [removed: 2013,] [added: 2014,] based on the criteria established in Internal Control [removed: —] [added: -] Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission] [added: Commission,] and our report dated August [removed: 27, 2013] [added: 26, 2014] expressed an unqualified opinion on the Company’s internal control over financial reporting.

As of the end of the Company’s [removed: 2013] [added: 2014] fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined the Company’s internal control over financial reporting as of June 30, [removed: 2013] [added: 2014] was effective.

The Company’s internal control over financial reporting as of June 30, [removed: 2013] [added: 2014] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing on the next page.

We have audited the internal control over financial reporting of Jack Henry & [removed: Associates,] [added: Associates] Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control [removed: —] [added: -] Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2013,] [added: 2014,] based on the criteria established in Internal Control [removed: —] [added: -] Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended June 30, [removed: 2013] [added: 2014] of the [removed: Company] [added: Company,] and our report dated August [removed: 27, 2013] [added: 26, 2014] expressed an unqualified opinion on those financial statements.

| | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| License | $ | [removed: 54,818] [added: 53,009] | | | $ | [removed: 54,811] [added: 54,818] | | | $ | [removed: 53,067] [added: 54,811] | |

| Support and service | [removed: 1,015,211] [added: 1,098,386] | | | | [removed: 909,176] [added: 1,015,211] | | | | [removed: 852,253] [added: 909,176] | | |

| Hardware | [removed: 59,357] [added: 58,658] | | | | [removed: 63,122] [added: 59,357] | | | | [removed: 61,577] [added: 63,122] | | |

| Total revenue | [removed: 1,129,386] [added: 1,210,053] | | | | [removed: 1,027,109] [added: 1,129,386] | | | | [removed: 966,897] [added: 1,027,109] | | |

| Cost of license | [removed: 4,824] [added: 4,273] | | | | [removed: 6,111] [added: 4,824] | | | | [removed: 6,285] [added: 6,111] | | |

| Cost of support and service | [removed: 603,920] [added: 643,443] | | | | [removed: 551,285] [added: 603,920] | | | | [removed: 515,917] [added: 551,285] | | |

| Cost of hardware | [removed: 43,650] [added: 43,708] | | | | [removed: 45,983] [added: 43,650] | | | | [removed: 45,361] [added: 45,983] | | |

| Total cost of sales | [removed: 652,394] [added: 691,424] | | | | [removed: 603,379] [added: 652,394] | | | | [removed: 567,563] [added: 603,379] | | |

| GROSS PROFIT | [removed: 476,992] [added: 518,629] | | | | [removed: 423,730] [added: 476,992] | | | | [removed: 399,334] [added: 423,730] | | |

| Selling and marketing | [removed: 81,619] [added: 86,570] | | | | [removed: 76,500] [added: 81,619] | | | | [removed: 68,061] [added: 76,500] | | |

| Research and development | [removed: 63,202] [added: 66,748] | | | | [removed: 60,876] [added: 63,202] | | | | [removed: 63,395] [added: 60,876] | | |

| General and administrative | [removed: 66,624] [added: 53,312] | | | | [removed: 50,119] [added: 66,624] | | | | [removed: 51,561] [added: 50,119] | | |

| Total operating expenses | [removed: 211,445] [added: 206,630] | | | | [removed: 187,495] [added: 211,445] | | | | [removed: 183,017] [added: 187,495] | | |

| OPERATING INCOME | [removed: 265,547] [added: 311,999] | | | | [removed: 236,235] [added: 265,547] | | | | [removed: 216,317] [added: 236,235] | | |

| Interest income | [removed: 640] [added: 377] | | | | [removed: 1,176] [added: 640] | | | | [removed: 125] [added: 1,176] | | |

| Interest expense | [removed: (6,337] [added: (1,105] | | ) | | [removed: (5,743] [added: (6,337] | | ) | | [removed: (8,930] [added: (5,743] | | ) |

| Total interest income (expense) | [removed: (5,697] [added: (728] | | ) | | [removed: (4,567] [added: (5,697] | | ) | | [removed: (8,805] [added: (4,567] | | ) |

| INCOME BEFORE INCOME TAXES | [removed: 259,850] [added: 311,271] | | | | [removed: 231,668] [added: 259,850] | | | | [removed: 207,512] [added: 231,668] | | |

| PROVISION FOR INCOME TAXES | [removed: 83,205] [added: 110,135] | | | | [removed: 76,684] [added: 83,205] | | | | [removed: 70,041] [added: 76,684] | | |

| NET INCOME | $ | [removed: 176,645] [added: 201,136] | | | $ | [removed: 154,984] [added: 176,645] | | | $ | [removed: 137,471] [added: 154,984] | |

| Diluted earnings per share | $ | [removed: 2.04] [added: 2.36] | | | $ | [removed: 1.78] [added: 2.04] | | | $ | [removed: 1.59] [added: 1.78] | |

| Diluted weighted average shares outstanding | [removed: 86,619] [added: 85,396] | | | | [removed: 87,287] [added: 86,619] | | | | [removed: 86,687] [added: 87,287] | | |

| | June 30, 2014 and 2013 | [37](#s0D7971F3924D6D1803DDB61DFA481E12) |

August 26, 2014

August 26, 2014

| Other intangible assets, net of amortization | 25,653 | | | | 9,380 | | |

| Tax withholding related to share based compensation | (6,598 | | ) | | (3,926 | | ) | | (4,112 | | ) |

| Change in income taxes | 5,251 | | | | 4,575 | | | | 9,257 | | |

| Payment for acquisitions, net of cash acquired | (27,894 | | ) | | — | | | | — | | |

| Internal use software | (16,288 | | ) | | — | | | | — | | |

| Excess tax benefits from stock-based compensation | 3,406 | | | | 3,621 | | | | 3,465 | | |

PRIOR PERIOD RECLASSIFICATION

Certain amounts included within the consolidated statements of cash flows for the years ended June 30, 2013 and 2012 have been restated to correct an error related to the presentation of excess tax benefits from stock based compensation within cash flows from operating activities.

Such correction adjusted the cash flow statement for 2013 and 2012 by presenting excess tax benefits from stock based compensation as a separate line item and increasing the change in income taxes by $3,621 and $3,465 for the respective periods.

There was no change in total cash flows from operating, investing or financing activities.

Dividends declared per share were $0.84, $0.56, and $0.44 for the years ended June 30, 2014, 2013, and 2012, respectively.

The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers in May 2014.

The new standard will supersede much of the existing authoritative literature for revenue recognition.

The standard and related amendments will be effective for the Company for its annual reporting period beginning July 1, 2017, including interim periods within that reporting period.

Early application is not permitted.

Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect.

The Company is currently evaluating the newly issued guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements.

| June 30, 2014 | | | | | | | | | | | | | | | | |

| | 578,602 | | | | 573,097 | | | | | |

| Goodwill, acquired during the year | 19,470 | | | | — | | |

| | 2014 | | | | 2013 | | |

| Other intangible assets | $ | 29,660 | | | $ | 10,735 | |

| Other intangible assets, net | $ | 25,653 | | | $ | 9,380 | |

| 2015 | $ | 39,051 | | | $ | 14,398 | | | $ | 4,493 | | | $ | 57,942 | |

| 2016 | 31,820 | | | | 13,814 | | | | 4,267 | | | | 49,901 | | |

| 2017 | 23,006 | | | | 13,585 | | | | 2,761 | | | | 39,352 | | |

| 2018 | 15,496 | | | | 13,050 | | | | 894 | | | | 29,440 | | |

| 2019 | 7,151 | | | | 12,829 | | | | 697 | | | | 20,677 | | |

| | 2014 | | | | 2013 | | |

| | 7,757 | | | | 14,281 | | |

| 2015 | $ | 5,407 | |

| 2016 | 3,729 | | |

| 2019 | — | | |

| | $ | 9,136 | |

| 2015 | $ | 7,851 | |

| 2016 | 7,587 | | |

| 2017 | 6,437 | | |

| | Years Ended June 30, 2013, 2012, and 2011 | [38](#s4F397286893EDE6549FA86271A8621E9) |

August 27, 2013

August 27, 2013

| Cash dividends paid per share | $ | 0.560 | | | $ | 0.440 | | | $ | 0.400 | |

| Trade names, net of amortization | 9,380 | | | | 10,380 | | |

| Change in income taxes | 954 | | | | 5,792 | | | | (10,933 | | ) |

To the extent hardware revenue is part of such an

The total cost of treasury shares at June 30, 2012 is $343,956.

During fiscal 2012, the Company repurchased 1,045 treasury shares for $34,371.

The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-05, Comprehensive Income in June 2011, which was effective for the Company beginning July 1, 2012 and ASU No. 2013-02, Comprehensive Income in February 2013, which was effective for the Company beginning January 1, 2013.

The updated guidance adjusted the reporting requirements related to comprehensive income.

Adoption of these updates did not have any impact on the financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, which was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.

The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test.

The provisions in this update were effective for the Company beginning July 1, 2012 and its adoption did not have any impact on the financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles - Goodwill and Other.

The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test.

The provisions in this update will be effective for the Company beginning July 1, 2013 and we do not anticipate that this update will materially impact the financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes.

The amendments update guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.

The provisions in this update will be effective for the Company beginning January 1, 2014 and we do not anticipate that this update will materially impact the financial statements.

| | 573,097 | | | | 518,159 | | | | | |

| Trade names | $ | 10,735 | | | $ | 11,064 | |

| Trade names, net | $ | 9,380 | | | $ | 10,380 | |

| 2014 | $ | 32,127 | | | $ | 14,337 | | | $ | 690 | | | $ | 47,154 | |

| 2015 | 26,696 | | | | 13,898 | | | | 672 | | | | 41,266 | | |

| 2016 | 19,665 | | | | 13,380 | | | | 472 | | | | 33,517 | | |

| 2017 | 10,852 | | | | 13,209 | | | | 472 | | | | 24,533 | | |

| 2018 | 3,349 | | | | 12,723 | | | | 472 | | | | 16,544 | | |

| Term loan | $ | — | | | $ | 127,500 | |

| | 14,281 | | | | 131,463 | | |

| 2014 | $ | 7,929 | |

| 2015 | 5,768 | | |

| 2016 | 1,598 | | |

| | $ | 15,295 | |

Revolving credit facility

The revolving loan terminates June 4, 2015.

Term loan

The term loan had an original principal balance of $150,000, with quarterly principal payments of $5,625 that began on September 30, 2011.

The remaining balance was repaid in full during fiscal 2013 and at June 30, 2013, there was no outstanding balance.

The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, [removed: 2013;] [added: 2014;] their report is included in Item 8 of this Form 10K.

During the fiscal quarter ending June 30, [removed: 2013,] [added: 2014,] there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this report and will be filed within 120 days after the Company's June 30, [removed: 2013] [added: 2014] fiscal year end in the definitive proxy statement for our [removed: 2013] [added: 2014] Annual Meeting of Stockholders (the “Proxy Statement”).

See the information under captions “Corporate Governance”, [removed: “Directors] [added: “Director] Compensation”, “Compensation Committee Report”, “Compensation Discussion and Analysis”, "Compensation and Risk", and “Executive Compensation” in the Proxy Statement, which is incorporated herein by reference.

\- Consolidated Statements of Income for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

\- Consolidated Balance Sheets as of June 30, [removed: 2013] [added: 2014] and [removed: 2012][added: 2013]

\- Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

\- Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

| [removed: 3.2.2] [added: 3.2.3] | Restated and Amended Bylaws, attached as Exhibit [removed: 3.2.2] [added: 3.1] to the Company’s Current Report on Form 8-K filed [removed: November 13, 2008.] [added: August 28, 2013.] |

| [removed: 10.31] [added: 10.48] | Form of Termination Benefits [removed: Agreement,] [added: Agreements (executives),] attached as Exhibit [removed: 10.31] [added: 10.48] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed [removed: September 10, 2007.] [added: February 6, 2014.] |

* Furnished with this report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets [removed: as of] [added: at] June 30, [removed: 2013] [added: 2014] and June 30, [removed: 2012,] [added: 2013,] (ii) the Consolidated Statements of Income for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] and (v) Notes to Consolidated Financial Statements.

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, thereunto duly authorized this [removed: 27th] [added: 26th] day of August, [removed: 2013.][added: 2014.]

| /s/ John F. Prim John F. Prim | Chairman of the Board, Chief Executive Officer and Director | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Matthew Flanigan Matthew Flanigan | Director | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Marla Shepard Marla Shepard | Director | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | Director | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | Director | August [removed: 27, 2013] [added: 26, 2014] |

| /s/ Thomas A. Wimsett Thomas A. Wimsett | Director | August [removed: 27, 2013] [added: 26, 2014] |

| 10.47 | Form of Restricted Stock Agreement (independent directors), attached as Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q filed November 8, 2013. |

| /s/ Laura G. Kelly Laura G. Kelly | Director | August 26, 2014 |

| 10.35 | Jack Henry & Associates, Inc. 2007 Annual Incentive Plan, attached as Exhibit 10.35 to the Company’s Current Report on Form 8-K filed November 1, 2007. |

| /s/ Wesley A. Brown Wesley A. Brown | Director | August 27, 2013 |