10-K comparison

Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2016 vs FY2015

The 2016-06-30 10-K against the 2015-06-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.

Item 1A19 rewritten16 added25 removed86 unchanged

All filing items636 rewritten356 added258 removed1,511 unchanged

Read the changesGo to Item 1A

Jack Henry & Associates Form 10-K, every itemFY2016, filed 29 August 2016, against FY2015, filed 11 September 2015FY2016 on sec.govFY2015 on sec.govRead this filingJSON

Summary

counted, not written

Sentences by item

22 items, with every count and a link to each item that changed
ItemAddedRemovedRewrittenUnchanged
Item 1A. RISK FACTORS16251986
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS9863122346
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK1114
Item 1. BUSINESS14264262
Item 3. LEGAL PROCEEDINGS0001
Cover and table of contents2025100
Item 1B. UNRESOLVED STAFF COMMENTS0001
Item 2. PROPERTIES0049
Item 4. MINE SAFETY DISCLOSURES0002
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES1092424
Item 6. SELECTED FINANCIAL DATA1198
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA163120337562
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES0001
Item 9A. CONTROLS AND PROCEDURES81861
Item 9B. OTHER INFORMATION0012
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE0001
Item 11. EXECUTIVE COMPENSATION0001
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS0001
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE0001
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES0002
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES9192496
Item 16. FORM 10-K SUMMARYnew34000

Underlined words on a shaded ground are new in FY2016; struck-through words were in FY2015. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 1A. RISK FACTORS

19 rewritten, 16 added, 25 removed, 86 unchanged

Rewritten

The following is a description of some of the important risks and uncertainties that may cause [removed: the] [added: our] actual results of [removed: the Company's] operations in future periods to differ from those expected or desired.

Rewritten

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

Rewritten

Damage or destruction that interrupts our outsourcing operations could cause delays and failures in customer processing which could hurt our relationship with customers, [added: damage our reputation,] expose us to damage claims, and cause us to incur substantial additional expense to relocate operations and repair or replace damaged equipment.

Rewritten

The volume and dollar amount of payment transactions that we process is [removed: very large] [added: significant] and continues to grow.

Rewritten

Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, Automated Clearing House (“ACH”) payments and check clearing that [removed: supports] [added: support] consumers, financial institutions and other businesses.

Rewritten

[removed: In addition, we] may issue credit to consumers, financial institutions or other businesses as part of the funds settlement.

Rewritten

In June 2015 we restated our consolidated financial statements [removed: as of and] for the quarter ended September 30, 2014, for the years ended June 30, 2014, 2013 and 2012 and for the quarterly periods within the fiscal years ended June 30, 2014 and 2013 (the "Restated Periods").

Rewritten

The determination to restate the financial statements for the Restated Periods was made [removed: by our Audit Committee] upon [removed: management’s recommendation following] the identification of errors related to our method of accounting for revenue from certain bundled software multi-element agreements.

Rewritten

If [removed: our remedial measures are insufficient to address the material weakness, or if] additional material weaknesses [removed: or significant deficiencies] in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect [removed: the Company's] [added: our] business and results of operations or financial condition, restrict [removed: its] [added: our] ability to access the capital markets, require [removed: the Company] [added: us] to expend significant resources to correct the weaknesses or deficiencies, subject [removed: it] [added: us] to fines, penalties or judgments, harm [removed: its] [added: our] reputation or otherwise cause a decline in investor confidence.

Rewritten

[removed: Unfavorable] [added: Because our business is concentrated in financial institutions, unfavorable] economic conditions negatively affect the spending of banks and credit unions, including spending on computer software and hardware.

Rewritten

If we lose one or more of our key employees, we could suffer a loss of [removed: sales and delays in new product development,] [added: managerial experience,] and management resources would have to be diverted from other activities to compensate for this loss.

Rewritten

The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in 2010, significantly changed the regulation of the financial services industry, producing new regulatory agencies and voluminous new regulations, [removed: many] [added: some] of which are still being written.

Rewritten

If we are unable to develop or acquire new products and services as planned, or if we fail to sell our new or enhanced products and services, we may incur unanticipated expenses or fail to achieve anticipated [removed: revenues.][added: revenues, as well as lose prospective sales.]

Rewritten

[removed: Substantial recent merger] [added: Merger] and acquisition activity in our industry has affected the availability and pricing of such acquisitions.

Rewritten

Our primary market consists of approximately [removed: 6,500] [added: 6,100] commercial and savings banks and [removed: 6,500] [added: 6,300] credit unions.

Rewritten

The number of commercial banks and credit unions has decreased because of failures [removed: over the last few years] and mergers and acquisitions [removed: over the last several decades] and is expected to continue to decrease as more consolidation occurs.

Rewritten

We have acquired a number of businesses in the [removed: last decade] [added: past] and will continue to explore acquisitions in the future.

Rewritten

We may encounter problems with the integration of new businesses including: financial control and computer system compatibility; unanticipated costs; unanticipated quality or customer problems with acquired products or services; differing regulatory and industry standards; diversion of management's attention; adverse effects on existing business relationships with suppliers and customers; loss of key employees; and significant amortization expenses related to [added: acquired assets.]

Rewritten

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

New in FY2016

In addition, we

New in FY2016

A material weakness in our internal controls could have a material adverse effect on us.

New in FY2016

In connection with the consolidated financial statements for the year ending June 30, 2016, management believes that the identified material weakness in our internal controls over financial reporting were fully remediated.

New in FY2016

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to mitigate risk of fraud.

New in FY2016

New competitors regularly appear with new products, services and technology for financial institutions.

New in FY2016

We have recently completed a planned transition of Chief Executive Officer from Jack Prim to David Foss, a senior executive with long Company tenure.

New in FY2016

The Consumer Financial Protection Bureau was established, which is implementing numerous new regulations applicable to “supervised service providers” such as the Company.

New in FY2016

Our failure to comply with the rules of the payment card networks could adversely affect our business.

New in FY2016

We are subject to card association and network rules governing Visa, MasterCard and similar organizations, including the Payment Card Data Security Standards.

New in FY2016

If we fail to comply with these rules we could be fined or our certifications could be suspended or terminated, which could limit our ability to service our customers and result in reductions in revenues and increased costs of operations.

New in FY2016

We will continue to experience greater numbers of these contracts coming up for renewal each year.

New in FY2016

The impairment of a significant portion of our goodwill and intangible assets would adversely affect our results of operations.

New in FY2016

Our balance sheet includes goodwill and intangible assets that represent 38% of our total assets at June 30, 2016.

New in FY2016

On an annual basis, and whenever circumstances require, we review our intangible assets for impairment.

New in FY2016

If the carrying value of a material asset is determined to be impaired, it will be written down to fair value by a charge to operating earnings.

New in FY2016

An impairment of a significant portion of these intangible assets could have a material negative effect on our operating results.

Dropped from FY2015

financial institutions from purchasing our products.

Dropped from FY2015

We recently restated our prior consolidated financial statements, which may lead to additional risks and uncertainties, including loss of investor confidence and negative impacts on our stock price.

Dropped from FY2015

Due to the errors, our management concluded that the Company's previously issued financial statements for the Restated Periods should no longer be relied upon.

Dropped from FY2015

As a result of these events, we have become subject to a number of additional costs and risks, including unanticipated costs for accounting and legal fees in connection with or related to the restatement and the risk of potential stockholder litigation.

Dropped from FY2015

If lawsuits are filed, we may incur additional substantial defense costs regardless of the outcome of such litigation.

Dropped from FY2015

Likewise, such events might cause a diversion of our management’s time and attention.

Dropped from FY2015

If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs.

Dropped from FY2015

In addition, the restatement may lead to a loss of investor confidence and have negative impacts on the trading price of our common stock.

Dropped from FY2015

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in additional material misstatements in our financial statements.

Dropped from FY2015

In connection with the restated consolidated financial statements filed in June 2015, management identified a material weakness in our internal control over financial reporting based upon our identification of certain errors related to our method of accounting for revenue from certain bundled software multi-element agreements.

Dropped from FY2015

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Dropped from FY2015

As a result of this material weakness, our management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2014.

Dropped from FY2015

Our Annual Report on Form 10-K for the year ended June 30, 2014 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 were amended to, among other things, reflect the change in management's conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Dropped from FY2015

The previously identified material weakness remains

Dropped from FY2015

unremediated as of June 30, 2015 and as a result our management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2015.

Dropped from FY2015

We are actively engaged in developing a remediation plan designed to address this material weakness.

Dropped from FY2015

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").

Dropped from FY2015

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.

Dropped from FY2015

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.

Dropped from FY2015

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.

Dropped from FY2015

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

Dropped from FY2015

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.

Dropped from FY2015

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

Dropped from FY2015

acquired assets.

Dropped from FY2015

Because of the rapid growth of our outsourcing business over the last five years, we will experience greater numbers of these contracts coming up for renewal over the next few years.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

122 rewritten, 98 added, 63 removed, 346 unchanged

Rewritten

Jack Henry & Associates, Inc. (JHA) is headquartered in Monett, Missouri, employs approximately [removed: 5,900] [added: 6,000] associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.

Rewritten

Its solutions serve [removed: nearly 10,900] [added: over 10,500] customers and are marketed and supported through three primary brands.

Rewritten

Jack Henry Banking® supports banks ranging from community [added: banks] to multi-billion dollar institutions with [added: assets up to $30 billion, with] information and transaction processing solutions.

Rewritten

JHA's integrated solutions are available for [removed: in-house installation and outsourced and] [added: in-house, outsourced, or] hosted delivery.

Rewritten

A significant proportion of our revenue is derived from recurring outsourcing fees and [added: electronic payment] transaction processing fees that predominantly have contract terms of five years or greater at inception.

Rewritten

Support and service fees also include in-house maintenance fees [removed: on] [added: which] primarily [added: contain] annual contract [removed: terms.][added: terms, implementation services revenue, and bundled services revenue, which is a combination of license, implementation, and maintenance revenue]

Rewritten

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

Rewritten

During the last five fiscal years, our revenues have grown from [removed: $946,394] [added: $1,017,667] in fiscal [removed: 2011] [added: 2012] to [removed: $1,256,190] [added: $1,354,646] in fiscal [removed: 2015.][added: 2016.]

Rewritten

All dollar [added: and share] amounts are in thousands and discussions compare fiscal [removed: 2015] [added: 2016] to fiscal [removed: 2014] [added: 2015] and compare fiscal [removed: 2014] [added: 2015] to fiscal [removed: 2013.][added: 2014.]

Rewritten

We move into fiscal [removed: 2016] [added: 2017] following [added: a] strong performance in fiscal [removed: 2015.][added: 2016.]

Rewritten

Our customers continue to face regulatory and operational challenges which our products and services address, and in these times they have an even greater need for our solutions that directly address institutional [removed: profitability] [added: profitability, efficiency,] and [removed: efficiency.][added: security.]

Rewritten

| In-House Support & Other Services | $ | 3,603 | | | 1 | [removed: |] % | | | [removed: |]

Rewritten

| Electronic Payment Services | 38,321 | | | | 9 | [removed: |] % | | | [removed: |]

Rewritten

| Outsourcing Services | 35,490 | | | | 15 | [removed: |] % | | | [removed: |]

Rewritten

| Implementation Services | 8,704 | | | | 13 | [removed: |] % | | | [removed: |]

Rewritten

| Bundled Products & Services | 2,203 | | | | 4 | [removed: |] % | | | [removed: |]

Rewritten

| Total Increase | $ | 88,321 | | | | | | | [removed: | |]

Rewritten

Support and service revenues are generated from [removed: annual support to assist the customer] [added: supporting our customers] in operating their systems and to enhance and update the software, electronic payment services, outsourced data processing services, implementation services (including conversion, installation, configuration and training) and revenue from our bundled software multi-element agreements.

Rewritten

Implementation services include implementation services for our [removed: outsourcing and] electronic payment services customers as well as standalone customization services, merger conversion services, image conversion services and network monitoring services.

Rewritten

The increase was partially offset by reduced revenues from our [removed: Alogent®] [added: Alogent] suite of remote deposit capture products.

Rewritten

Cost of license represented the cost of software from third party vendors [removed: through remarketing agreements] associated with non-bundled application software licenses.

Rewritten

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

Rewritten

| Gross Profit Margin | [removed: 43] [added: 61] | | % | | [removed: 42] [added: 55] | | % | | | |

Rewritten

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

Rewritten

[added: Our sales executives are] responsible for pursuing lead generation activities for new core customers.

Rewritten

Selling and marketing expenses for the year increased mainly due to higher commission expenses and a general increase in sales headcount and related personnel [removed: costs.][added: salaries.]

Rewritten

This [removed: was] [added: is] in line with increased sales volume of long term service contracts on which commissions [removed: are] [added: were] paid as a percentage of total revenue.

Rewritten

| General and administrative | $ | [removed: 57,490] [added: 64,364] | | | $ | 53,312 | | | [removed: 8] [added: 21] | % |

Rewritten

General and administrative costs included all expenses related to finance, legal, [added: and] human resources, plus all administrative costs.

Rewritten

General and administrative expenses in the current year were higher due to the impact of a Lyndhurst related insurance recovery in the prior year coupled with increased headcount and related personnel [removed: costs, partially offset by a gain on the disposal of our Teleweb suite of Internet and mobile banking software products.][added: costs.]

Rewritten

[removed: Overall these] [added: These] costs were consistent with the prior year as a percentage of total revenue.

Rewritten

Net income increased from $186,715, or $2.19 per diluted [removed: share,] [added: share] in fiscal 2014 to [removed: $211,221,] [added: $211,221] or $2.59 per diluted [removed: share,] [added: share] in fiscal 2015.

Rewritten

In fiscal [removed: 2014,] [added: 2016,] revenues increased [removed: 6%] [added: 8%] or [removed: $65,649] [added: $98,456] compared to the [removed: prior year due primarily to] [added: fiscal 2015, with] strong growth [added: continuing] in [removed: all components of] [added: our] support and service revenues, particularly our [added: outsourcing services, bundled services, and] electronic payment [removed: services and our outsourcing] services.

Rewritten

[removed: Provision] [added: Net operating expenses increased 1%, and the provision] for income taxes increased [removed: over] [added: 6% compared to] the prior year.

Rewritten

[removed: Increased] [added: The increased] revenue and [removed: gross margin, coupled with the] above [removed: changes,] [added: changes] resulted in a combined [removed: 11%] [added: 18%] increase in net income for fiscal [removed: 2014.][added: 2016.]

Rewritten

Non-bundled license revenue [removed: decreased] [added: increased] due mainly to [removed: a decrease] [added: an increase] in standalone license sales in our [removed: banking] [added: Banking] segment.

Rewritten

| Percentage of total revenue | [removed: 95] [added: 96] | | % | | [removed: 94] [added: 96] | | % | | | |

Rewritten

| In-House Support & Other Services | $ | [removed: 11,762] [added: 17,846] | | | [removed: 4] [added: 6] | [added: |] % | | | [added: |]

Rewritten

| Electronic Payment Services | [removed: 37,158] [added: 28,325] | | | | [removed: 9] [added: 6] | [added: |] % | | | [added: |]

Rewritten

| Outsourcing Services | [removed: 21,408] [added: 33,941] | | | | [removed: 10] [added: 13] | [added: |] % | | | [added: |]

New in FY2016

from our revenue arrangements.

New in FY2016

Income from continuing operations has grown from $152,040 in fiscal 2012 to $248,867 in fiscal 2016.

New in FY2016

FISCAL 2016 COMPARED TO FISCAL 2015

New in FY2016

Cost of sales increased just 7%, contributing to an 8% increase in gross profit.

New in FY2016

A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, 2016 follows.

New in FY2016

All dollar amounts are in thousands and discussions compare the current fiscal year ended June 30, 2016 to the prior fiscal year ended June 30, 2015.

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| License | $ | 3,041 | | | $ | 2,635 | | | 15 | % |

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| Support and service | $ | 1,300,978 | | | $ | 1,200,652 | | | 8 | % |

New in FY2016

There was growth in most support and service revenue components in fiscal 2016.

New in FY2016

Increased software usage revenue from Alogent mobile remote deposits also contributed to the increase.

New in FY2016

Electronic payment services continued to show growth over the prior year, although that growth slowed due to some of our large customers being acquired and price compression on contract renewals in our card services offerings.

New in FY2016

Deconversion revenue for electronic payment services increased $9,617 over the prior year.

New in FY2016

Excluding these fees, we had a 4% increase in electronic payment services revenue.

New in FY2016

Implementation services revenue decreased due to a decrease in stand-alone implementations in the banking segment.

New in FY2016

Revenue from these standalone services has decreased as implementation services related to our bundled arrangements have increased.

New in FY2016

$26,567 of the increase was due to terminations of minor pending products and services on certain contracts that have allowed for the release of revenue that was being deferred until contract completion in both our credit union and banking core and complementary arrangements.

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| Hardware | $ | 50,627 | | | $ | 52,903 | | | (4 | )% |

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| Cost of License | $ | 1,197 | | | $ | 1,187 | | | 1 | % |

New in FY2016

| Cost of support and service | $ | 737,108 | | | $ | 680,750 | | | 8 | % |

New in FY2016

| Support and Service Gross Profit | $ | 563,870 | | | $ | 519,902 | | | 8 | % |

New in FY2016

| Cost of hardware | $ | 35,346 | | | $ | 38,399 | | | (8 | )% |

New in FY2016

| TOTAL COST OF SALES | $ | 773,651 | | | $ | 720,336 | | | 7 | % |

New in FY2016

| TOTAL GROSS PROFIT | $ | 580,995 | | | $ | 535,854 | | | 8 | % |

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

Selling and marketing expenses increased slightly compared to fiscal 2015 due to increased salary expense, but remained a consistent percentage of total revenue in both periods.

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

These expenses increased primarily due to increased headcount and related salaries, but were a consistent percentage of revenue in each year.

New in FY2016

Gain on Disposal of Business

New in FY2016

In fiscal 2016, we sold our Alogent business ("Alogent") to Antelope Acquisition Co., an affiliate of Battery Ventures, resulting in a gain totaling $19,491.

New in FY2016

In fiscal 2015, we had a gain totaling $6,874 due to the sale of the TeleWeb™ suite of Internet and mobile banking software products to Data Center Inc. (DCI).

New in FY2016

| | 2016 | | | | 2015 | | | | | |

New in FY2016

| Interest Income | $ | 307 | | | $ | 169 | | | 82 | % |

New in FY2016

| Interest Expense | $ | (1,430 | ) | | $ | (1,594 | ) | | (10 | )% |

New in FY2016

Interest expense remained low for both the current and prior years, in line with our debt balances in both years.

New in FY2016

| | 2016 | | | | 2015 | | | | | |

Dropped from FY2015

sales complement our primary revenue sources.

Dropped from FY2015

Income from continuing operations has grown from $128,394 in fiscal 2011 to $211,221 in fiscal 2015.

Dropped from FY2015

Our sales executives are

Dropped from FY2015

Typically, we upgrade our various core and complementary software applications once per year.

Dropped from FY2015

FISCAL 2014 COMPARED TO FISCAL 2013

Dropped from FY2015

The growth in revenue and the Company's continued focus on cost management continued to drive up gross margins, which resulted in a 7% increase in gross profit.

Dropped from FY2015

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.

Dropped from FY2015

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.

Dropped from FY2015

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

Dropped from FY2015

| License | $ | 2,184 | | | $ | 5,366 | | | (59 | )% |

Dropped from FY2015

| Support and service | $ | 1,112,331 | | | $ | 1,042,801 | | | 7 | % |

Dropped from FY2015

The increase compared to the prior year was consistent across all four fiscal quarters.

Dropped from FY2015

Electronic payment services continued to experience the largest dollar growth.

Dropped from FY2015

benefit outsourcing services revenue for the foreseeable future.

Dropped from FY2015

Implementation services revenue increased due mainly to increased implementations of our Credit Union core products, particularly in the second and third quarters of the fiscal year.

Dropped from FY2015

Additionally, the decrease was furthered due to a decrease in core Credit Union products in the fourth quarter compared to the same quarter in the prior year.

Dropped from FY2015

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

Dropped from FY2015

Hardware revenue decreased slightly.

Dropped from FY2015

| Cost of License | $ | 908 | | | $ | 860 | | | 6 | % |

Dropped from FY2015

| Cost of support and service | $ | 634,756 | | | $ | 601,620 | | | 6 | % |

Dropped from FY2015

| Support and Service Gross Profit | $ | 477,575 | | | $ | 441,181 | | | 8 | % |

Dropped from FY2015

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

Dropped from FY2015

| TOTAL COST OF SALES | $ | 679,372 | | | $ | 646,130 | | | 5 | % |

Dropped from FY2015

| TOTAL GROSS PROFIT | $ | 493,801 | | | $ | 461,394 | | | 7 | % |

Dropped from FY2015

Gross profit margins in support and service increased due to economies of scale realized from increased revenues, particularly in electronic payment services.

Dropped from FY2015

Although margins fluctuated slightly throughout the quarters of the current fiscal year due to sales mix, the trend in electronic payment services was consistent through all four quarters.

Dropped from FY2015

Selling and marketing expenses for the year increased mainly due to higher commission expenses and a general increase in sales headcount and related salaries.

Dropped from FY2015

This is in line with increased sales volume of long term service contracts on which commissions were paid as a percentage of total revenue, and was consistent across all quarters of the fiscal year.

Dropped from FY2015

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

Dropped from FY2015

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

Dropped from FY2015

| Interest Income | $ | 377 | | | $ | 640 | | | (41 | )% |

Dropped from FY2015

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

Dropped from FY2015

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

Dropped from FY2015

The provision for income taxes was $100,855 or 35.1% of income before income taxes in fiscal 2014 compared with $77,450 or 31.6% of income before income taxes in fiscal 2013.

Dropped from FY2015

The increase in the effective tax rate was primarily due to the recognition of previously unrecognized tax benefits during the prior year 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.

Dropped from FY2015

Net income increased from $167,610, or $1.94 per diluted share in fiscal 2013 to $186,715 or $2.19 per diluted share in fiscal 2014.

Dropped from FY2015

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

Dropped from FY2015

Within support and service revenue, the increase was driven by 12% year-over-year growth in electronic payment services revenues from transaction processing and a 10% increase in outsourcing services revenue.

Dropped from FY2015

Gross profit margins remain consistent year-over-year.

Dropped from FY2015

In particular, electronic payment services increased due to the continuing growth of our transaction processing and debit/credit card processing services and in-house maintenance renewal revenues also increased.

An excerpt. Shown here: 40 of 122 rewritten, 40 of 98 added and 40 of 63 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2016 filing and the FY2015 filing.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 rewritten, 1 added, 1 removed, 4 unchanged

Rewritten

Based on the controls in place and the credit worthiness of the customer base, we believe the credit risk associated with the extension of credit to our customers will not have a material adverse effect on our consolidated financial position, results of [removed: operations] [added: operations,] or cash flows.

New in FY2016

We have no outstanding debt with variable interest rates as of June 30, 2016 and are therefore not currently exposed to interest risk.

Dropped from FY2015

Based on our outstanding debt with variable interest rates as of June 30, 2015 a 1% increase in our borrowing rate would increase annual interest expense in fiscal 2015 by less than $500.

Item 1. BUSINESS

64 rewritten, 14 added, 2 removed, 262 unchanged

Rewritten

Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for [removed: nearly 10,900] [added: over 10,500] financial institutions and diverse corporate entities.

Rewritten

| • | Jack Henry Banking is a leading provider of integrated data processing systems to [removed: nearly 1,200] [added: over 1,100] banks ranging from community banks to multi-billion dollar institutions 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. |

Rewritten

| • | Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with [removed: almost] [added: over] 800 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. |

Rewritten

| • | 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 [removed: approximately 10,500] [added: nearly 10,200] domestic and international customers. |

Rewritten

The majority of our revenue is derived from recurring [removed: transaction processing fees,] [added: electronic payment services and] outsourcing [removed: fees] [added: services] that [added: both] generally have contract terms of five years or greater, and support and service fees.

Rewritten

JHA ended fiscal [removed: 2015] [added: 2016] with [removed: $1,256.2] [added: $1,354.6] million [removed: gross] [added: in] revenue.

Rewritten

This has increased from [removed: $832.8] [added: $946.4] million at the end of fiscal [removed: 2010,] [added: 2011,] representing a compound annual growth rate during this [removed: challenging] five-year period of [removed: 9 percent.][added: 7%.]

Rewritten

Net income from continuing operations has grown from [removed: $116.7] [added: $128.4] million to [removed: $211.2] [added: $248.9] million during this same five-year period, representing a compound annual growth rate of [removed: 13 percent.][added: 14%.]

Rewritten

JHA’s progress and performance have been guided by the focused work ethic and fundamental ideals fostered by the Company’s founders [removed: over three decades] [added: 40 years] ago:

Rewritten

Jack Henry Banking primarily serves commercial banks and savings institutions with up to [removed: $30.0] [added: $30] billion in assets.

Rewritten

According to the Federal Deposit Insurance Corporation (“FDIC”), there were more than [removed: 6,500] [added: 6,100] commercial banks and savings institutions in this asset range as of December 31, [removed: 2014.][added: 2015.]

Rewritten

Jack Henry Banking currently supports [removed: nearly 1,200] [added: over 1,100] of these banks with its core information processing platforms and complementary products and services.

Rewritten

According to the Credit Union National Association (“CUNA”), there were [removed: over 6,500] [added: nearly 6,300] domestic credit unions as of December 31, [removed: 2014.][added: 2015.]

Rewritten

Symitar currently supports [removed: almost] [added: over] 800 of these credit unions with core information processing platforms and complementary products and services.

Rewritten

ProfitStars currently supports [removed: approximately 10,500] [added: nearly 10,200] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.

Rewritten

The FDIC reports the number of commercial banks and savings institutions declined [removed: 19 percent] [added: 19%] from the beginning of calendar year [removed: 2010] [added: 2011] to the end of calendar year [removed: 2014.][added: 2015.]

Rewritten

Although the number of banks declined at a [removed: 4 percent] [added: 4%] compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 4 percent] [added: 4%] and totaled [removed: $14.5] [added: $14.9] trillion as of December 31, [removed: 2014.][added: 2015.]

Rewritten

There [removed: were no] [added: was one] new bank [removed: charters] [added: charter] issued in calendar year [removed: 2014,] [added: 2015,] compared to [removed: 2] [added: none] in calendar [removed: 2013.][added: 2014.]

Rewritten

Comparing calendar years [removed: 2014] [added: 2015] to [removed: 2013,] [added: 2014,] mergers increased [removed: 18 percent.][added: 11%.]

Rewritten

CUNA reports the number of credit unions declined [removed: 17 percent] [added: 18%] from the beginning of calendar year [removed: 2010] [added: 2011] to the end of calendar year [removed: 2014.][added: 2015.]

Rewritten

Although the number of credit unions declined at a [removed: 4 percent] [added: 4%] compound annual rate during this period, aggregate assets increased at a compound annual rate of [removed: 5 percent] [added: 6%] and totaled [removed: $1.1] [added: $1.2] trillion as of December 31, [removed: 2014.][added: 2015.]

Rewritten

| • | Implement [removed: e-commerce] [added: e-commerce, mobile,] and [removed: mobile] [added: digital] strategies that provide the convenience-driven services required in today’s financial services industry; |

Rewritten

| • | Protect customers/members [added: with various security tools] from fraud and related financial losses; |

Rewritten

| • | Capitalizing on our [removed: focused diversification] acquisition strategy. |

Rewritten

| • | Provide products and services that can be sold to [added: both] existing core [added: and non-core] customers and outside our [removed: base;] [added: base to new customers;] and /or |

Rewritten

After [removed: 39] [added: 40] 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.

Rewritten

Until we identify appropriate acquisition opportunities, we will continue to find alternative ways to leverage our cash position [added: and balance sheet] to the benefit of our shareholders, such as repurchases of [removed: JKHY] [added: our] stock and [added: continued] payment of dividends.

Rewritten

| 2010 | iPay Technologies | [removed: Internet and telephone] [added: Electronic] bill payment [added: and P2P] services |

Rewritten

| 2010 | PEMCO Technology Services | Payment [added: transaction] processing solutions for credit unions |

Rewritten

| • | 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 banking, internet banking and electronic payment services, risk management and protection, and item and document imaging solutions. Our banking solutions have state-of-the-art functional capabilities, and we can re-market the hardware required by each software system. Our banking solutions can be delivered in-house or through outsourced [removed: implementation,] [added: delivery model,] and are backed by a company-wide commitment to provide exceptional personal service. Jack Henry Banking is a recognized market leader, currently supporting [removed: nearly 1,200] [added: over 1,100] banks with its technology platforms. |

Rewritten

| • | 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, [removed: Internet] [added: internet] banking and electronic payment services, 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 re-market the hardware required by each software system. Our credit union solutions can be delivered in-house or through outsourced [removed: implementation,] [added: delivery model,] and are also backed by our company-wide commitment to provide exceptional personal service. Symitar currently supports [removed: almost] [added: over] 800 credit union customers. |

Rewritten

| • | 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 [removed: operating environments, and include proven solutions for generating additional revenue and growth, increasing] |

Rewritten

[added: operating environments, and include proven solutions for generating additional revenue and growth, increasing] security and mitigating operational risks, and/or controlling operating costs.

Rewritten

ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with [removed: approximately 10,500] [added: nearly 10,200] domestic and international customers.

Rewritten

| • | SilverLake®, a robust [removed: IBM® System i™-based] [added: IBM Power System™ (i/OS) based] system primarily designed for commercial-focused banks with assets ranging from $500 million to $30 billion. However, some progressive smaller banks and [removed: the occasional] start-up banks also select SilverLake. This system has been implemented by over 400 banks, and now automates approximately [removed: 6 percent] [added: 6.5%] of the domestic banks with assets less than $30 billion. |

Rewritten

| • | CIF 20/20®, a parameter-driven, easy-to-use system that now supports over [removed: 570] [added: 530] banks ranging from de novo institutions to those with assets exceeding $2 billion. CIF 20/20 is the most widely used IBM [removed: System i-based] [added: Power System™ (i/OS)] core processing system in the community bank market. |

Rewritten

| • | Core Director®, a Windows®-based, client/server system that now supports [removed: over] [added: nearly] 200 banks ranging from de novo institutions to those with assets exceeding $1 billion. Core Director is a cost-efficient operating platform and provides intuitive point-and-click operation. |

Rewritten

Symitar’s two [removed: functionally distinct] core credit union platforms are:

Rewritten

| • | Episys®, a robust IBM [removed: System p™-based] [added: Power System™ (AIX®) based] system primarily designed for credit unions with more than $50 million in assets. It has been implemented by over [removed: 630] [added: 640] credit unions and is ranked as the system implemented by more credit unions with assets exceeding $25 million than any other [removed: alternative.] [added: alternative system.] |

Rewritten

| • | [removed: Cruise®,] [added: CruiseNet®,] a Windows-based, client/server system designed primarily for credit unions with less than $50 million in assets. It has been implemented by more than [removed: 170] [added: 160] credit unions, is cost-efficient, and provides intuitive point-and-click, drag-and-drop operation. |

New in FY2016

Electronic Payment Services

New in FY2016

Electronic payment services supports our customers with convenient and secure payment processing designed to help them simplify complex payment processing, attract profitable retail and commercial accounts, increase operating efficiencies, comply with regulatory mandates, and proactively mitigate and manage payments-related risk and fraud while staying at the forefront of payments innovation.

New in FY2016

Jack Henry identifies three components of Electronic Payment Services:

New in FY2016

| • | Card Services provides a comprehensive suite of Automated Teller Machine ("ATM"), debit, and credit card transaction processing and management solutions. Our card processing solutions, which include awards, fraud detection, ability to hot card and initiate new replacement cards, and ATM management products, are fully integrated with JHA's core and complementary solutions, facilitating seamless transaction processing. |

New in FY2016

| • | Bill Pay and Mobile banking platforms are offered through our iPay and Banno product offerings. iPay offers iPay Business Bill Pay™, a full suite of online financial management solutions designed to meet the distinct needs of small businesses, as well as iPay Consumer Bill Pay™, a solution that supports single or recurring payments, allows customers to receive bills electronically, and easily integrates with any internet banking provider. Banno Mobile™ offers a native mobile banking application for both iOS and Android that offers innovative and cost-effective mobile services that can be marketed with customer's own brand identity. It allows customers to aggregate all of their account balances and transactional data from multiple financial institutions and empowers them with the convenience of anytime, anywhere account access. |

New in FY2016

| • | Processing/ Other- Enterprise Payment Solutions (EPS), is a comprehensive payments engine and the leading total payments solution on the market today. EPS offers an integrated suite of remote deposit capture, ACH and card transaction processing solutions, risk management tools, reporting capabilities, and more for financial institutions of all sizes. EPS helps financial institutions succeed in today’s competitive market to increase revenue, improve efficiencies, better manage compliance, and enhance customer relationships. Commercial Lending Solutions help FIs securely transition from a traditional lending portfolio (focused on real estate-based consumer lending) to a more fully-diversified portfolio developed via commercial and industrial lending. Our solutions also provide reliable ways to retain creditworthy business customers facing financial hurdles, without the risk of loan loss. |

New in FY2016

| | |

New in FY2016

| --- | --- |

New in FY2016

| | |

New in FY2016

| --- | --- |

New in FY2016

| | |

New in FY2016

| --- | --- |

New in FY2016

for our primary trademarks.

New in FY2016

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Dropped from FY2015

Implementation and training services also are provided in connection with new customers outsourcing their information processing to JHA.

Dropped from FY2015

Brand-specific sales support staff provide a variety of services,

An excerpt. Shown here: 40 of 64 rewritten, all 14 added and all 2 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2016 filing and the FY2015 filing.

Cover and table of contents

25 rewritten, 2 added, 0 removed, 100 unchanged

Rewritten

10-K 1 [removed: jkhy-2015630x10k.htm] [added: jkhy-2016630x10k.htm] FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2015][added: 2016]

Rewritten

| | For the fiscal year ended June 30, [removed: 2015] [added: 2016] |

Rewritten

As of [removed: September 9, 2015,] [added: August 24, 2016,] the Registrant had [removed: 80,219,921] [added: 78,535,929] shares of Common Stock outstanding ($0.01 par value).

Rewritten

On December 31, [removed: 2014,] [added: 2015,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $5,046,822,763] [added: $6,234,140,228] (based on the average of the reported high and low sales prices on NASDAQ on December 31, [removed: 2014).][added: 2015).]

Rewritten

Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part II, Item 5 and into Part III of this Report.

Rewritten

| ITEM 1. | BUSINESS | [removed: [5](#s04971a5b3c2741bc84180498ba04e38d)] [added: [5](#s483B59CD492F5BD598CC3BC71162F6B4)] |

Rewritten

| ITEM 1A. | RISK FACTORS | [removed: [12](#s474959391C65892FF2CC9C62B2C6D203)] [added: [13](#sAC70941BDBE054309FB8687D5A05A1B7)] |

Rewritten

| ITEM 1B. | UNRESOLVED STAFF COMMENTS | [removed: [16](#s82955f95c2984ed688602cc8da0156fb)] [added: [16](#sED4DE4E6EF095A5E87AF7CE7E284F091)] |

Rewritten

| ITEM 2. | PROPERTIES | [removed: [16](#seef2485dc15e47d0ba6ebb3e3fafc0b1)] [added: [16](#sBAD2B47BCD515177AD3D0FE7C86BF705)] |

Rewritten

| ITEM 3. | LEGAL PROCEEDINGS | [removed: [16](#sf2a910d69d9b4f88aa91236c2ee74a94)] [added: [16](#sE8F79B21C09A5543BA1D719414CDC6CA)] |

Rewritten

| ITEM 4. | MINE SAFETY DISCLOSURES | [removed: [16](#sb92736143fab497f9d5eaa60a377b23e)] [added: [17](#s118BD99FB5595DF7A07B9ACDD6D375C0)] |

Rewritten

| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | [removed: [17](#sa574cdccce024fa9a73d9acb47527bbf)] [added: [18](#s296FA79AFFA15C70A8D9019A7A45D3CD)] |

Rewritten

| ITEM 6. | SELECTED FINANCIAL DATA | [removed: [19](#sB3C05EA3A74451242B669C62B331793C)] [added: [20](#s3D1299CC313B5F9DB11E0AB9DE914577)] |

Rewritten

| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | [removed: [19](#s358A8A1AABE120D119D09C62B35124B0)] [added: [20](#s09498C66BC2E5F02A19BF79CA8671661)] |

Rewritten

| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | [removed: [33](#s9c8d6cd081134200a86721e917dac5bd)] [added: [34](#sF07B17FD3ED05C4890AA45B67F06B1B1)] |

Rewritten

| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | [removed: [34](#s5D85371A1FC409B7BB189C62B4C1CDFB)] [added: [35](#sC95BC21861EE53A4BCC7204CDD1B035B)] |

Rewritten

| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | [removed: [61](#s1df76ec0293e41f889f49a0254c2afc6)] [added: [62](#s9C89FF193B485A158544D9856CC34F89)] |

Rewritten

| ITEM 9A. | CONTROLS AND PROCEDURES | [removed: [61](#s4710DDFE22EB9AFFB8169C62B9C479E0)] [added: [62](#s091D15C8A4B05BC993F0504DE7C59BA6)] |

Rewritten

| ITEM 9B. | OTHER INFORMATION | [removed: [62](#se2c55e90fd1e45218ad427e866928f03)] [added: [62](#sD94C97BCAE395926BC1E6274E0275B2B)] |

Rewritten

| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | [removed: [63](#s41dd51a91a7f40e9afccea2bd0991d8d)] [added: [63](#s4D245126FFA75473BC20B98422EA4EDB)] |

Rewritten

| ITEM 11. | EXECUTIVE COMPENSATION | [removed: [63](#s510014fb4cc444cc9ab457fbed2a7b5b)] [added: [63](#s9B7017D181B25188A4836124ED1998DF)] |

Rewritten

| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | [removed: [63](#s4f066365bcea4a2f8ffa047068e19791)] [added: [63](#s2061C87897E85B57A3009531D1AE8E2A)] |

Rewritten

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | [removed: [63](#s5836a04c25c44b94b6647cddfd2483cf)] [added: [63](#s3B368C32E9655FA1B3F236CEB0EFBE84)] |

Rewritten

| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | [removed: [63](#s55c6f8ba101844828e9a3eb747c36bd5)] [added: [63](#s0DB03BDFEB39505EB7300F9500B68F15)] |

Rewritten

| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | [removed: [63](#sEAC7BF4EDD127C67FB0B9C62BA078AB6)] [added: [64](#sE787A1D6E5AD5035B13A426ACD416C40)] |

New in FY2016

| | | |

New in FY2016

| ITEM 16 | FORM 10-K SUMMARY | [66](#sda69ba8d14044893bf9a609654643f3d) |

Item 2. PROPERTIES

4 rewritten, 0 added, 0 removed, 9 unchanged

Rewritten

We have 37 leased office facilities in 21 states, which total approximately [removed: 473,000] [added: 655,000] square feet.

Rewritten

Of our facilities, the credit union segment uses office space totaling approximately [removed: 189,000] [added: 193,000] square feet in [removed: eleven] [added: twelve] facilities.

Rewritten

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

Rewritten

The remainder of our leased and owned facilities, approximately [removed: 1,284,000] [added: 1,462,000] square feet of office space, is primarily devoted to serving our bank segment or supports our whole business.

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

24 rewritten, 10 added, 9 removed, 24 unchanged

Rewritten

| | | Fiscal [removed: 2015] [added: 2016] | | | | | | | | Fiscal [removed: 2014] [added: 2015] | | | | | | |

Rewritten

| Fourth Quarter | | $ | [removed: 70.25] [added: 87.27] | | | $ | [removed: 60.10] [added: 80.44] | | | $ | [removed: 60.02] [added: 70.25] | | | $ | [removed: 52.87] [added: 60.10] | |

Rewritten

| Third Quarter | | [removed: 70.18] [added: 86.23] | | | | [removed: 60.60] [added: 73.19] | | | | [removed: 60.34] [added: 70.18] | | | | [removed: 53.55] [added: 60.60] | | |

Rewritten

| Second Quarter | | [removed: 63.85] [added: 79.92] | | | | [removed: 51.86] [added: 68.31] | | | | [removed: 59.37] [added: 63.85] | | | | [removed: 49.08] [added: 51.86] | | |

Rewritten

| First Quarter | | [removed: 60.84] [added: 71.75] | | | | [removed: 54.78] [added: 63.84] | | | | [removed: 52.42] [added: 60.84] | | | | [removed: 47.14] [added: 54.78] | | |

Rewritten

Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended [removed: June 30, 2015] [added: 2016] and [removed: 2014] [added: 2015] are as follows:

Rewritten

| | | Fiscal [removed: 2015] [added: 2016] | | | | Fiscal [removed: 2014] [added: 2015] | | |

Rewritten

| Fourth Quarter | | $ | [removed: 0.250] [added: 0.280] | | | $ | [removed: 0.220] [added: 0.250] | |

Rewritten

| Third Quarter | | [removed: 0.250] [added: 0.280] | | | | [removed: 0.220] [added: 0.250] | | |

Rewritten

| Second Quarter | | [removed: 0.220] [added: 0.250] | | | | [removed: 0.200] [added: 0.220] | | |

Rewritten

| First Quarter | | [removed: 0.220] [added: 0.250] | | | | [removed: 0.200] [added: 0.220] | | |

Rewritten

On August [removed: 18, 2015,] [added: 24, 2016,] there were approximately [removed: 70,300] [added: 92,900] holders of the Company’s common stock.

Rewritten

On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $71.59] [added: $87.82] per share.

Rewritten

The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2015:][added: 2016:]

Rewritten

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

Rewritten

(1) [removed: 150,100] [added: 246,400] shares were purchased through a publicly announced repurchase plan.

Rewritten

There were [removed: 46] [added: 346] shares surrendered to the Company to satisfy tax withholding obligations in connection with employee restricted stock awards.

Rewritten

(2) Total stock repurchase authorizations approved by the Company's Board of Directors as of February 17, 2015 were for 30.0 million [removed: shares, an increase of 5.0 million] shares.

Rewritten

The following chart presents a comparison for the five-year period ended June 30, [removed: 2015,] [added: 2016,] 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:

Rewritten

[removed: ![](https://www.sec.gov/Archives/edgar/data/779152/000077915215000056/jkhy-201563_chartx36683.jpg)][added: ![jkhy-201663_chartx40146.jpg](https://www.sec.gov/Archives/edgar/data/779152/000077915216000142/jkhy-201663_chartx40146.jpg)]

Rewritten

| | [removed: 2010 | |] 2011 | | 2012 | | 2013 | | 2014 | | 2015 | | [added: 2016 | |]

Rewritten

This comparison assumes $100 was invested on June 30, [removed: 2010,] [added: 2011,] and assumes reinvestments of dividends.

Rewritten

Companies in the 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., [removed: Heartland Payment Systems, Inc.,] Moneygram International, Inc., SS&C Technologies Holdings, Inc., Total Systems Services, Inc., Tyler Technologies, Inc., Verifone Systems, Inc., and WEX, Inc..

Rewritten

[removed: Micros] [added: Heartland Payment] Systems, Inc. was removed from the peer group as it [removed: was acquired] [added: merged with Global Payments, Inc.] in [removed: September 2014.][added: April 2016.]

New in FY2016

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

New in FY2016

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

New in FY2016

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

New in FY2016

| April 1- April 30, 2016 | — | | | | | | — | | | 6,028,499 | |

New in FY2016

| May 1- May 31, 2016 | — | | | | | | — | | | 6,028,499 | |

New in FY2016

| June 1- June 30 2016 | 246,746 | | | 83.36 | | | 246,400 | | | 5,782,099 | |

New in FY2016

| Total | 246,746 | | | 83.36 | | | 246,400 | | | 5,782,099 | |

New in FY2016

| JKHY | 100.00 | | 116.62 | | 161.33 | | 206.53 | | 228.24 | | 312.11 | |

New in FY2016

| Peer Group | 100.00 | | 107.65 | | 126.89 | | 174.28 | | 219.46 | | 251.24 | |

New in FY2016

| S&P 500 | 100.00 | | 105.45 | | 127.17 | | 158.46 | | 170.22 | | 177.02 | |

Dropped from FY2015

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

Dropped from FY2015

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

Dropped from FY2015

| April 1 - April 30, 2015 | — | | | $ | — | | | — | | | 8,298,084 | |

Dropped from FY2015

| May 1 - May 31, 2015 | — | | | — | | | | — | | | 8,298,084 | |

Dropped from FY2015

| June 1 - June 30, 2015 | 150,146 | | | 65.87 | | | | 150,100 | | | 8,147,984 | |

Dropped from FY2015

| Total | 150,146 | | | 65.87 | | | | 150,100 | | | 8,147,984 | |

Dropped from FY2015

| JKHY | 100.00 | | 127.44 | | 148.62 | | 205.60 | | 263.21 | | 290.88 | |

Dropped from FY2015

| Peer Group | 100.00 | | 136.78 | | 148.10 | | 174.79 | | 239.10 | | 301.34 | |

Dropped from FY2015

| S&P 500 | 100.00 | | 130.69 | | 137.81 | | 166.20 | | 207.10 | | 222.47 | |

Item 6. SELECTED FINANCIAL DATA

9 rewritten, 1 added, 1 removed, 8 unchanged

Rewritten

| Income Statement Data | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

Rewritten

| Revenue (1) | | $ | [removed: 1,256,190] [added: 1,354,646] | | | $ | [removed: 1,173,173] [added: 1,256,190] | | | $ | [removed: 1,107,524] [added: 1,173,173] | | | $ | [removed: 1,017,667] [added: 1,107,524] | | | $ | [removed: 946,394] [added: 1,017,667] | |

Rewritten

| Income from continuing operations | | $ | [removed: 211,221] [added: 248,867] | | | $ | [removed: 186,715] [added: 211,221] | | | $ | [removed: 167,610] [added: 186,715] | | | $ | [removed: 152,040] [added: 167,610] | | | $ | [removed: 128,394] [added: 152,040] | |

Rewritten

| Basic net income per share, continuing operations | | $ | [removed: 2.60] [added: 3.13] | | | $ | [removed: 2.20] [added: 2.60] | | | $ | [removed: 1.95] [added: 2.20] | | | $ | [removed: 1.76] [added: 1.95] | | | $ | [removed: 1.49] [added: 1.76] | |

Rewritten

| Diluted net income per share, continuing operations | | $ | [removed: 2.59] [added: 3.12] | | | $ | [removed: 2.19] [added: 2.59] | | | $ | [removed: 1.94] [added: 2.19] | | | $ | [removed: 1.74] [added: 1.94] | | | $ | [removed: 1.48] [added: 1.74] | |

Rewritten

| Total deferred revenue | | $ | [removed: 531,987] [added: 521,054] | | | $ | [removed: 492,868] [added: 531,987] | | | $ | [removed: 439,596] [added: 492,868] | | | $ | [removed: 409,139] [added: 439,596] | | | $ | [removed: 398,800] [added: 409,139] | |

Rewritten

| Total assets | | $ | [removed: 1,836,835] [added: 1,815,512] | | | $ | [removed: 1,680,703] [added: 1,836,835] | | | $ | [removed: 1,672,386] [added: 1,680,703] | | | $ | [removed: 1,655,652] [added: 1,672,386] | | | $ | [removed: 1,537,158] [added: 1,655,652] | |

Rewritten

| Long-term debt | | $ | [removed: 50,102] [added: —] | | | $ | [removed: 3,729] [added: 50,102] | | | $ | [removed: 7,366] [added: 3,729] | | | $ | [removed: 106,166] [added: 7,366] | | | $ | [removed: 127,939] [added: 106,166] | |

Rewritten

| Stockholders’ equity | | $ | [removed: 991,534] [added: 996,210] | | | $ | [removed: 967,387] [added: 991,534] | | | $ | [removed: 1,015,816] [added: 967,387] | | | $ | [removed: 935,738] [added: 1,015,816] | | | $ | [removed: 835,403] [added: 935,738] | |

New in FY2016

| Dividends declared per share | | $ | 1.06 | | | $ | 0.94 | | | $ | 0.84 | | | $ | 0.56 | | | $ | 0.44 | |

Dropped from FY2015

| Dividends declared per share | | $ | 0.940 | | | $ | 0.840 | | | $ | 0.560 | | | $ | 0.440 | | | $ | 0.400 | |

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

337 rewritten, 163 added, 120 removed, 562 unchanged

Rewritten

| | [removed: [Report] [added: [Reports] of Independent Registered Public Accounting [removed: Firm](#sBF128888984285EBADA09C62DF84771A)] [added: Firm](#sB7717547C3CD551EB8FE8FF032315F95)] | [removed: [35](#s26469721716DDFC54ABA9C62B50E3465)] [added: [36](#s853F53A824D859AF94172B6A862A7C00)] |

Rewritten

[removed: | | [Management's Annual Report on Internal Control over Financial Reporting](#s5A3861388F1605E3C99E9C62DF887741) | [36](#s3AF043A2638A0018B4949C62B53AFCF9) |][added: MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

Rewritten

| | [Consolidated Statements of [removed: Income,](#sDE600C3E6F864F22D0A39C62DF919C28)] [added: Income,](#s472D7DED5B3057F3954301A4E2E9AB54)] | |

Rewritten

| | Years Ended June 30, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] | [removed: [39](#s18BDA019157BA132589E9C62A04EAF82)] [added: [39](#s4B9B5A28BFA95AD580549E8AD6273EDF)] |

Rewritten

| | [Consolidated Balance [removed: Sheets,](#s7F82CED5A42FDA7B30A89C62DF96686A)] [added: Sheets,](#sCB8FBEB8DE4C54B180FE1E6041F03812)] | |

Rewritten

| | [added: Years Ended] June 30, [removed: 2015] [added: 2016, 2015,] and 2014 | [removed: [40](#sF7AD807E42310739AA2D9C62A06D2C8C)] [added: [41](#s16D1281B476250759A10D07916DBEB6D)] |

Rewritten

| | [Consolidated Statements of Changes in Stockholders' [removed: Equity,](#s7983CE8FD865DFC4BB4E9C62DF9A21CF)] [added: Equity,](#s36D82910E04052D59F80FC3A2E6380DE)] | |

Rewritten

| | Years Ended June 30, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] | [removed: [41](#s7B79A09BCDC7A0C69BEB9C62A06E7721)] [added: [42](#sA4C8B9EE44F157CA9CC7B06807B83794)] |

Rewritten

| | [Consolidated Statements of Cash [removed: Flows,](#sE379213040A9194347B69C62DFB9DEB4)] [added: Flows,](#s750FE452934E5BE0B8C86DD6DBDFD802)] | |

Rewritten

| | [Notes to Consolidated Financial [removed: Statements](#sD7280D4950C9A0E2D9BF9C62DFB9088E)] [added: Statements](#sC4B063D949655AF9AEAA24CDBB314701)] | [removed: [43](#sCF68B2F327F9CF1AC9869C62B63F63DE)] [added: [43](#sEC55F837E9BC5F2BBC211B073236DF79)] |

Rewritten

To the Board of Directors and Stockholders of [added: Jack Henry & Associates, Inc.]

Rewritten

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Jack Henry & Associates, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of June 30, [removed: 2015 and 2014,] [added: 2015,] and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the [removed: three] [added: two] years in the period ended June 30, 2015.

Rewritten

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: 2015 and 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the [removed: three] [added: two] years in the period ended June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

Rewritten

[removed: We have also audited,] [added: Also] in [removed: accordance with the standards of] [added: our opinion,] the [removed: Public] Company [removed: Accounting Oversight Board (United States), the Company’s] [added: maintained, in all material respects, effective] internal control over financial reporting as of June 30, [removed: 2015,] [added: 2016,] based on [removed: the] criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: and our report dated September 11, 2015 expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.][added: (COSO).]

Rewritten

[removed: /s/ DELOITTE] [added: /s/Deloitte] & [removed: TOUCHE] [added: Touche] LLP

Rewritten

[removed: MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (Revised)][added: | | [Management's Annual Report on Internal Control over Financial Reporting](#sD1E6D71E52E7571F9EC35FEB43854C78) | [38](#sB5FB150A332C5E29B4689C2369DD1338) |]

Rewritten

The management of Jack Henry & Associates, Inc. is responsible for establishing and maintaining adequate internal control over financial [removed: reporting.][added: reporting, as such term is defined in Exchange Act Rule 13a-15(f).]

Rewritten

The Company’s internal control over financial reporting includes policies and procedures pertaining to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of [removed: assets;] [added: assets of the Company;] provide reasonable assurance transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and receipts and expenditures [added: of the Company] are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Rewritten

As of [removed: the end of the Company's 2015 fiscal year,] [added: June 30, 2016,] management conducted an assessment of the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting based on the framework established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Rewritten

Based on this assessment, [removed: and the previous identification of a material weakness (the description of which is set forth below),] management has [removed: determined] [added: concluded] the [removed: Company's] [added: Company’s] internal control over financial reporting as of June 30, [removed: 2015] [added: 2016] was [removed: not] effective.

Rewritten

The Company’s internal control over financial reporting as of June 30, [removed: 2015] [added: 2016] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing [removed: on the next page.][added: in this Item 8.]

Rewritten

The [removed: Company’s] [added: Company's] management is responsible for [added: these financial statements, for] maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: Management's] Annual Report on Internal Control [removed: Over] [added: over] Financial Reporting.

Rewritten

Our responsibility is to express [removed: an opinion] [added: opinions] on [added: these financial statements and on] the [removed: Company’s] [added: Company's] internal control over financial reporting based on our [added: integrated] audit.

Rewritten

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether [added: the financial statements are free of material misstatement and whether] effective internal control over financial reporting was maintained in all material respects.

Rewritten

Our audit [added: of internal control over financial reporting] included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, [added: and] testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk, and performing such other procedures as we considered necessary in the circumstances.][added: risk.]

Rewritten

We believe that our audit provides a reasonable basis for our [removed: opinion.][added: opinions.]

Rewritten

A [removed: company's] [added: company’s] internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Rewritten

A [removed: company's] [added: company’s] internal control over financial reporting includes those policies and procedures that [removed: (1)] [added: (i)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; [removed: (2)] [added: (ii)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and [removed: (3)] [added: (iii)] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the [removed: company's] [added: company’s] assets that could have a material effect on the financial statements.

Rewritten

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Rewritten

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

Rewritten

| License | $ | [removed: 2,635] [added: 3,041] | | | $ | [removed: 2,184] [added: 2,635] | | | $ | [removed: 5,366] [added: 2,184] | |

Rewritten

| Support and service | [removed: 1,200,652] [added: 1,300,978] | | | | [removed: 1,112,331] [added: 1,200,652] | | | | [removed: 1,042,801] [added: 1,112,331] | | |

Rewritten

| Hardware | [removed: 52,903] [added: 50,627] | | | | [removed: 58,658] [added: 52,903] | | | | [removed: 59,357] [added: 58,658] | | |

Rewritten

| Total revenue | [removed: 1,256,190] [added: 1,354,646] | | | | [removed: 1,173,173] [added: 1,256,190] | | | | [removed: 1,107,524] [added: 1,173,173] | | |

Rewritten

| Cost of license | [removed: 1,187] [added: 1,197] | | | | [removed: 908] [added: 1,187] | | | | [removed: 860] [added: 908] | | |

Rewritten

| Cost of support and service | [removed: 680,750] [added: 737,108] | | | | [removed: 634,756] [added: 680,750] | | | | [removed: 601,620] [added: 634,756] | | |

Rewritten

| Cost of hardware | [removed: 38,399] [added: 35,346] | | | | [removed: 43,708] [added: 38,399] | | | | [removed: 43,650] [added: 43,708] | | |

Rewritten

| Total cost of sales | [removed: 720,336] [added: 773,651] | | | | [removed: 679,372] [added: 720,336] | | | | [removed: 646,130] [added: 679,372] | | |

Rewritten

| GROSS PROFIT | [removed: 535,854] [added: 580,995] | | | | [removed: 493,801] [added: 535,854] | | | | [removed: 461,394] [added: 493,801] | | |

Rewritten

| Selling and marketing | [removed: 89,004] [added: 90,079] | | | | [removed: 85,443] [added: 89,004] | | | | [removed: 80,811] [added: 85,443] | | |

New in FY2016

| | June 30, 2016 and 2015 | [40](#sE44FA8C3C46958D9B8F30444B057E2A3) |

New in FY2016

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Jack Henry & Associates, Inc. and its subsidiaries at June 30, 2016, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

New in FY2016

Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

New in FY2016

Our audit also included performing such other procedures as we considered necessary in the circumstances.

New in FY2016

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

New in FY2016

/s/ PricewaterhouseCoopers LLP

New in FY2016

August 29, 2016

New in FY2016

| Gain on disposal of a business | (19,491 | | ) | | (6,874 | | ) | | — | | |

New in FY2016

| Net Income | $ | 248,867 | | | $ | 211,221 | | | $ | 186,715 | |

New in FY2016

| Proceeds from the sale of businesses | 34,030 | | | | 8,135 | | | | — | | |

New in FY2016

PRIOR PERIOD RECLASSIFICATION

New in FY2016

Certain amounts included within the consolidated statements of income and the consolidated statement of cash flows for the year ended June 30, 2015 have been reclassified to separately disclose the gain on disposal of businesses and proceeds from the sale of businesses.

New in FY2016

This adjustment resulted in disclosures on disposal of a business as a separate line to the consolidated statements of income and increased general and administrative operating expense by $6,874 for June 30, 2015.

New in FY2016

This new line only included gains on the sales of businesses.

New in FY2016

All other gains and losses on assets are still included in the line items to which they relate.

New in FY2016

There was no change in total operating expenses.

New in FY2016

The adjustment also resulted in a separate line on the consolidated statements of cash flows for proceeds from the sale of businesses and decreased proceeds from sale of assets by $8,135 for June 30, 2015.

New in FY2016

There was no change to net cash from investing activities or total cash flows.

New in FY2016

The Company capitalizes development costs for internal use software beginning at the start of application development.

New in FY2016

Amortization begins on the date the software is placed in service and the amortization period is based on estimated useful life.

New in FY2016

ACCOUNTS RECEIVABLE

New in FY2016

Receivables are recorded at the time of billing.

New in FY2016

A reasonable estimate the realizability of customer receivables is made through the establishment of an allowance for doubtful accounts, which is estimated based on a combination of write-off history, aging analysis, and any specifically known collection issues.

New in FY2016

The difference

New in FY2016

In March 2016, the FASB issued ASU No. 2016-08, which addresses principal versus agent considerations under the new revenue standard.

New in FY2016

ASU No. 2016-10 and ASU No. 2016-12 issued in April and May 2016 also address specific aspects of the new standard.

New in FY2016

The Company currently classifies debt issuance costs as an asset, and will adopt these changes beginning July 1, 2016.

New in FY2016

ASU No. 2015-17 was issued by the FASB in November 2015 as part of the Simplification Initiative.

New in FY2016

This ASU eliminates the requirement to separate deferred income tax liabilities and assets into non-current and current amounts.

New in FY2016

ASU No. 2015-17 is effective for the Company for its annual reporting period beginning July 1, 2017 and early adoption is permitted.

New in FY2016

In the third quarter of fiscal 2016, management elected to early adopt and all deferred income tax assets and liabilities are reported as non-current.

New in FY2016

At March 31, 2016, the current portion of our deferred income tax liability was $7,034.

New in FY2016

Prior periods were not retrospectively adjusted.

New in FY2016

The FASB issued ASU No. 2016-02, Leases, in February 2016.

New in FY2016

This ASU aims to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information regarding leasing arrangements.

New in FY2016

ASU No. 2016-02 will be effective for Jack Henry's annual reporting period beginning July 1, 2019 and early adoption is permitted.

New in FY2016

The Company is currently assessing the impact this new standard will have on our consolidated financial statements.

New in FY2016

The FASB issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting in March 2016.

New in FY2016

The new standard will simplify several aspects of the accounting for share-based payment transactions, including reporting of excess tax benefits and shortfalls, application of forfeiture rates, statutory minimum withholding considerations, and classification within the statement of cash flows.

New in FY2016

ASU No. 2016-09 is effective for the Company’s annual reporting period beginning July 1, 2017 and early adoption is permitted.

Dropped from FY2015

| | | |

Dropped from FY2015

| | [Report of Independent Registered Public Accounting Firm](#s7C6A564130BBCF8546E19C62DF8CDEF9) | [37](#sD608F852CE3A548471769C62B58607D7) |

Dropped from FY2015

| | Years Ended June 30, 2015, 2014, and 2013 | [42](#sF538721076AC1B59546E9C62A0B6A8DE) |

Dropped from FY2015

Jack Henry & Associates, Inc.

Dropped from FY2015

Monett, Missouri

Dropped from FY2015

September 11, 2015

Dropped from FY2015

There are a number of deficiencies in the design and operating effectiveness of internal control over financial reporting that, in the aggregate, constitute a material weakness.

Dropped from FY2015

The identified deficiencies noted below stem from a failure in the Company’s risk assessment process wherein the risk assessment process did not identify or evaluate the inherent risks and complexities associated with accounting for revenue arrangements with software elements.

Dropped from FY2015

| | |

Dropped from FY2015

| --- | --- |

Dropped from FY2015

| • | The lack of training and continuing education related to multiple element software arrangements led to a lack of knowledge of the individuals tasked with understanding various technical accounting matters associated with the Company's multiple element arrangement revenue recognition policies. |

Dropped from FY2015

| • | Appropriate accounting and reporting policies and procedures related to bundled multiple element arrangements were not designed and implemented. |

Dropped from FY2015

| • | Appropriate internal controls over financial reporting for bundled multiple element arrangements were not designed and implemented. |

Dropped from FY2015

| • | Monitoring, including use of internal audit, was not appropriately designed to identify errors in accounting for revenue recognition for multiple element software arrangements. |

Dropped from FY2015

We have audited Jack Henry & Associates, Inc. and subsidiaries' (the “Company's”) internal control over financial reporting as of June 30, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Dropped from FY2015

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

Dropped from FY2015

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Dropped from FY2015

The following material weakness has been identified and included in management's assessment:

Dropped from FY2015

There are a number of deficiencies in the design and operating effectiveness of internal control over financial reporting that, in aggregate, constitute a material weakness.

Dropped from FY2015

| • | The lack of training and continuing education related to multiple element software arrangements led to a lack of competence with individuals tasked with understanding various technical accounting matters associated with the Company's multiple element arrangement revenue recognition policies. |

Dropped from FY2015

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended June 30, 2015, of the Company and this report does not affect our report on such financial statements.

Dropped from FY2015

In our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 30, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Dropped from FY2015

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, 2015, of the Company and our report dated September 11, 2015 expressed an unqualified opinion on those financial statements.

Dropped from FY2015

| Customer contracts acquired | — | | | | — | | | | (186 | | ) |

Dropped from FY2015

The amounts deferred are included in the balance sheet as

Dropped from FY2015

The Company will adopt these changes for the fiscal year ended June 30, 2017.

Dropped from FY2015

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

Dropped from FY2015

| | 616,205 | | | | 578,602 | | | | | |

Dropped from FY2015

During the year the Profitstars® division of the Company sold its TeleWeb suite of Internet and mobile banking software products to Data Center Inc. (DCI).

Dropped from FY2015

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

Dropped from FY2015

| Customer relationships | $ | 276,337 | | | (139,735 | ) | | $ | 136,602 | |

Dropped from FY2015

| Computer software | $ | 345,248 | | | (184,857 | ) | | $ | 160,391 | |

Dropped from FY2015

| Purchased software | 17,162 | | | | (1,933 | ) | | 15,229 | | |

Dropped from FY2015

| Trade names | 12,498 | | | | (2,074 | ) | | 10,424 | | |

Dropped from FY2015

| Total | $ | 29,660 | | | (4,007 | ) | | $ | 25,653 | |

Dropped from FY2015

| 2016 | $ | 44,416 | | | $ | 13,814 | | | $ | 7,756 | | | $ | 65,986 | |

Dropped from FY2015

| 2017 | 35,602 | | | | 13,585 | | | | 6,249 | | | | 55,436 | | |

Dropped from FY2015

| 2018 | 28,080 | | | | 13,050 | | | | 2,686 | | | | 43,816 | | |

Dropped from FY2015

| 2019 | 19,701 | | | | 12,829 | | | | 955 | | | | 33,485 | | |

Dropped from FY2015

| 2020 | 8,224 | | | | 10,699 | | | | 560 | | | | 19,483 | | |

An excerpt. Shown here: 40 of 337 rewritten, 40 of 163 added and 40 of 120 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2016 filing and the FY2015 filing.

Item 9A. CONTROLS AND PROCEDURES

6 rewritten, 8 added, 18 removed, 1 unchanged

Rewritten

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of our management, including [removed: the Company's] [added: our Company’s] Chief Executive Officer [removed: ("CEO")] [added: (CEO)] and Chief Financial Officer [removed: ("CFO"),] [added: (CFO),] of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

Rewritten

Based upon that evaluation, the CEO and CFO concluded [removed: that, due to the material weakness discussed in Management's Annual Report on Internal Control over Financial Reporting,] [added: that] our disclosure controls and procedures [removed: were not] [added: are] effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Rewritten

For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information [removed: that is] required to be disclosed under the Exchange Act is accumulated and communicated to the [removed: Company's] [added: Company’s] management, including the CEO and CFO, as [removed: appropriate,] [added: appropriate] to allow timely decisions regarding required disclosure.

Rewritten

The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” [removed: Deloitte & Touche LLP] [added: The Company's independent registered public accounting firm] has audited our internal control over financial reporting as of June 30, [removed: 2015;] [added: 2016;] their report is included in Item 8 of this Form 10-K.

Rewritten

[removed: During] [added: Except as noted in] the [removed: fiscal quarter ending June 30, 2015,] [added: Remediation of Prior Period Material Weakness section above,] there [removed: was] [added: has been] no change in internal control over financial reporting that has materially affected, or is reasonably likely to affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

Rewritten

[removed: With respect to the control deficiencies discussed in the Management's] [added: Management’s] Report on Internal Control over Financial Reporting [removed: the following steps have been initiated.]

New in FY2016

Disclosure Controls and Procedures

New in FY2016

Remediation of Prior Period Material Weakness

New in FY2016

As of June 30, 2015, we reported a material weakness in our controls over revenue recognition.

New in FY2016

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

New in FY2016

There were a number of deficiencies in the design and operating effectiveness of internal control over financial reporting that, in the aggregate, constituted a material weakness.

New in FY2016

The material weakness resulted from a failure in the Company's risk assessment process wherein the risk assessment process did not identify or evaluate the inherent risks and complexities associated with accounting for revenue arrangements with software elements.

New in FY2016

To remediate the material weakness reported in the Form 10-K for the year ended June 30, 2015, we designed and implemented new controls and enhanced and revised the design of existing controls and procedures to apply proper revenue recognition accounting under ASC 985 and ASC 605.

New in FY2016

The Company successfully completed documentation and the testing of the new and enhanced controls and, as of June 30, 2016, has concluded that the material weakness has been remediated.

Dropped from FY2015

Notwithstanding the material weakness identified by Company management, each of the Company's CEO and CFO has concluded, based on his knowledge, that the consolidated financial statements included in this Form 10-K fairly present in all material respects the Company's financial condition, results of operations and cash flows of the Company as of, and for the periods presented in this report, in conformity with accounting principles generally accepted in the United States.

Dropped from FY2015

Attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the Exchange Act).

Dropped from FY2015

This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications.

Dropped from FY2015

Remediation

Dropped from FY2015

The Company is implementing a number of remediation steps to address the material weakness discussed in Management's Annual Report on Internal Control over Financial Reporting.

Dropped from FY2015

| | |

Dropped from FY2015

| --- | --- |

Dropped from FY2015

| i. | Improve our risk assessment processes to identify inherent risks and complexities in accounting that could have financial reporting implications. |

Dropped from FY2015

| ii. | Increase training and knowledge development for the individuals tasked with understanding various technical accounting matters associated with the Company's multiple element arrangement revenue recognition policies. Additionally, engage and retain experienced external advisors for technical assistance. |

Dropped from FY2015

| iii. | Review and update our revenue recognition policies on a regular basis to incorporate changes in our business and accounting standards. |

Dropped from FY2015

| iv. | Redesign of our contract review controls, focusing on key areas that may significantly impact revenue recognition. |

Dropped from FY2015

| v. | Enhance the functionality of our systems and controls over reporting from the systems to account for bundled software arrangements properly. |

Dropped from FY2015

| vi. | Develop improved internal audit programs and training for individuals tasked with monitoring our accounting for revenue recognition for multiple element software arrangements. |

Dropped from FY2015

The Company expects that the measures described above should remediate the material weakness identified and strengthen our internal control over financial reporting.

Dropped from FY2015

Management is committed to improving the Company's internal control processes.

Dropped from FY2015

As the Company continues to evaluate and improve its internal controls, additional measures to address the material weakness or modifications to certain of the remediation procedures described above may be

Dropped from FY2015

identified, which will be subject to audit procedures.

Dropped from FY2015

The Company expects to complete the required remedial actions during fiscal 2016.

Item 9B. OTHER INFORMATION

1 rewritten, 0 added, 0 removed, 2 unchanged

Rewritten

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: 2015] [added: 2016] fiscal year end in the definitive proxy statement for our [removed: 2015] [added: 2016] Annual Meeting of Stockholders (the “Proxy Statement”).

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

24 rewritten, 9 added, 19 removed, 96 unchanged

Rewritten

\- Consolidated Statements of Income for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Rewritten

\- Consolidated Balance Sheets as of June 30, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

Rewritten

\- Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Rewritten

\- Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Rewritten

| 3.1.7 | Restated Certificate of [removed: Incorporation,] [added: Incorporation] attached as Exhibit 3.1.7 to the Company’s Annual Report on Form 10-K for the Year ended June 30, 2003. |

Rewritten

| [removed: 3.2.3] [added: 3.2.6] | Restated and Amended [removed: Bylaws,] [added: Bylaws] attached as Exhibit [removed: 3.1] [added: 3.2.6] to the Company’s Current Report on Form 8-K filed [removed: August 28, 2013.] [added: February 17, 2016.] |

Rewritten

| 10.8 | Form of Indemnity Agreement [removed: which has been] entered into as of August 27, 1996, between the Company and each of its Directors and Executive Officers, attached as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 1996. |

Rewritten

| 10.29 | Jack Henry & Associates, Inc. 2006 Employee Stock Purchase [removed: Plan,] [added: Plan] attached as Exhibit 10.29 to the Company’s Current Report on Form 8-K filed November 6, 2006. |

Rewritten

| 10.32 | Form of Restricted Stock Agreement [removed: (executives),] [added: (executives)] attached as Exhibit 10.32 to the Company’s Current Report on Form 8-K filed September 10, 2007. |

Rewritten

| [removed: 10.33] [added: 10.59] | Form of Restricted Stock Agreement [removed: (Vice presidents and certain other managers),] [added: (executives)] attached as Exhibit [removed: 10.33] [added: 10.59] to the Company’s Current Report on Form 8-K filed [removed: September 10, 2007.] [added: July 1, 2016.] |

Rewritten

| 10.34 | Amendment No. 2 to Jack Henry & Associates, Inc. 2006 Employee Stock Purchase [removed: Plan,] [added: Plan] attached as Exhibit 10.34 to the Company’s Current Report on Form 8-K filed November 1, 2007. |

Rewritten

| [removed: 10.36] [added: 10.46] | Jack Henry & Associates, Inc. [removed: 1995] [added: 2005] Non-Qualified Stock Option Plan, as amended [removed: May 9, 2008,] [added: August 20, 2010,] attached as Exhibit [removed: 10.36] [added: 10.1] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on [removed: Form 10-K] [added: form 10-Q] filed [removed: August 29, 2008.] [added: February 7, 2013.] |

Rewritten

| 10.39 | Revised Form of Restricted Stock Agreement [removed: (executives),] [added: (executives)] attached as Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q filed November 6, 2009. |

Rewritten

| 10.44 | Form of Performance Shares Agreement [removed: under the Jack Henry & Associates, Inc. Restricted Stock Plan,] attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 12, 2012. |

Rewritten

| [removed: 10.46] [added: 10.50] | Jack Henry & Associates, Inc. [removed: 2005 Non-Qualified Stock Option Plan, as amended August 20, 2010,] [added: Non-Employee Directors Deferred Compensation Plan] attached as Exhibit [removed: 10.1] [added: 10.50] to the [removed: Company's] [added: Company’s] Quarterly Report on [removed: form] [added: Form] 10-Q filed [removed: February 7, 2012.] [added: November 5, 2014.] |

Rewritten

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

Rewritten

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

Rewritten

| 10.49 | Jack Henry & Associates, Inc. Deferred Compensation [removed: Plan,] [added: Plan] attached as Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2014. |

Rewritten

| [removed: 10.50] [added: 10.56] | Jack Henry & Associates, Inc. [removed: Non-Employee Directors Deferred Compensation Plan,] [added: 2015 Equity Incentive Plan] attached as Exhibit [removed: 10.50] [added: 10.56] to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] filed November [removed: 5, 2014.] [added: 16, 2015.] |

Rewritten

| 10.51 | Form of Performance Shares Agreement [removed: under the Jack Henry & Associates, Inc. Restricted Stock Plan,] [added: (executives)] attached as Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2014. |

Rewritten

| 10.53 | Form of Restricted Stock Unit Agreement [removed: under the Jack Henry & Associates, Inc. Restricted Stock Plan] (Non-Employee [removed: Directors),] [added: Directors)] attached as Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q filed June 25, 2015. |

Rewritten

| 10.54 | First Amendment to Credit [removed: Agreement,] [added: Agreement] attached as Exhibit 10.53 to the Company’s Quarterly Report on [removed: form] [added: Form] 10-Q filed June 25, 2015. |

Rewritten

| 23.1 | Consent of Independent Registered Public Accounting [removed: Firm.] [added: Firm- PricewaterhouseCoopers LLP.] |

Rewritten

* Furnished with this report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, [removed: 2015] [added: 2016] and June 30, [removed: 2014,] [added: 2015,] (ii) the Consolidated Statements of Income for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] and (v) Notes to Consolidated Financial Statements.

New in FY2016

| 10.57 | Form of Restricted Stock Unit Agreement (non-employee directors) attached as Exhibit 10.57 to the Company’s Quarterly Report on Form 10-Q filed February 5, 2016. |

New in FY2016

| 10.58 | Form of Nonqualified Stock Option Agreement (executives) attached as Exhibit 10.58 to the Company’s Current Report on Form 8-K filed July 1, 2016. |

New in FY2016

| 23.2 | Consent of Independent Registered Public Accounting Firm- Deloitte & Touche LLP. |

New in FY2016

| | |

New in FY2016

| --- | --- |

New in FY2016

| | |

New in FY2016

| --- | --- |

New in FY2016

| | |

New in FY2016

| --- | --- |

Dropped from FY2015

SIGNATURES

Dropped from FY2015

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 11th day of September, 2015.

Dropped from FY2015

JACK HENRY & ASSOCIATES, INC., Registrant

Dropped from FY2015

By /s/ John F.

Dropped from FY2015

Prim

Dropped from FY2015

Chief Executive Officer

Dropped from FY2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Dropped from FY2015

| | | |

Dropped from FY2015

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

Dropped from FY2015

| Signature | Capacity | Date |

Dropped from FY2015

| /s/ John F. Prim John F. Prim | Chairman of the Board, Chief Executive Officer and Director | September 11, 2015 |

Dropped from FY2015

| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | September 11, 2015 |

Dropped from FY2015

| /s/ Matthew Flanigan Matthew Flanigan | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Marla Shepard Marla Shepard | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Thomas A. Wimsett Thomas A. Wimsett | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Laura G. Kelly Laura G. Kelly | Director | September 11, 2015 |

Dropped from FY2015

| /s/ Shruti Miyashiro Shruti Miyashiro | Director | September 11, 2015 |

Item 16. FORM 10-K SUMMARY

0 rewritten, 34 added, 0 removed, 0 unchanged

New section this year

New in FY2016

None.

New in FY2016

SIGNATURES

New in FY2016

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 29th day of August, 2016.

New in FY2016

JACK HENRY & ASSOCIATES, INC., Registrant

New in FY2016

By /s/ David B.

New in FY2016

Foss

New in FY2016

Chief Executive Officer

New in FY2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

New in FY2016

| | | |

New in FY2016

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

New in FY2016

| | | |

New in FY2016

| | | |

New in FY2016

| Signature | Capacity | Date |

New in FY2016

| | | |

New in FY2016

| | | |

New in FY2016

| /s/ John F. Prim John F. Prim | Executive Chairman of the Board and Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ David B. Foss David B. Foss | President and Chief Executive Officer (Principal Executive Officer) | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Matthew Flanigan Matthew Flanigan | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Thomas A. Wimsett Thomas A. Wimsett | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Laura G. Kelly Laura G. Kelly | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Shruti Miyashiro Shruti S. Miyashiro | Director | August 29, 2016 |

New in FY2016

| | | |

New in FY2016

| /s/ Wesley A. Brown Wesley A. Brown | Director | August 29, 2016 |