Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2017 vs FY2016

Under state and [removed: proposed] federal laws requiring consumer notification of security breaches, the costs to remediate security breaches can be substantial.

In addition, we rely on various [removed: financial institutions] [added: third parties] to provide [removed: ACH] services in support of [added: the processing of transactions and] funds settlement for certain of our products.

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

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

Our primary market consists of [removed: approximately 6,100] [added: more than 5,870] commercial and savings banks and [removed: 6,300] [added: more than 6,000] credit unions.

Our expansion has and will continue to place significant demands on our administrative, operational, financial and management personnel [removed: and systems.]

Our balance sheet includes goodwill and intangible assets that represent [removed: 38%] [added: a significant portion] of our total assets at June 30, [removed: 2016.][added: 2017.]

and systems.

In addition, we

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.

In June 2015 we restated our consolidated financial statements 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").

The determination to restate the financial statements for the Restated Periods was made upon the identification of errors related to our method of accounting for revenue from certain bundled software multi-element agreements.

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.

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

Jack Henry & Associates, Inc. (JHA) is headquartered in Monett, Missouri, employs [removed: approximately 6,000] [added: nearly 6,100] associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.

Its solutions serve over [removed: 10,500] [added: 9,000] customers and are marketed and supported through three primary brands.

Jack Henry Banking® supports banks ranging from community banks to multi-billion dollar institutions with assets up to [removed: $30] [added: $50] billion, with information and transaction processing solutions.

Each of our brands share the fundamental commitment to provide [removed: high quality] [added: high-quality] business solutions, service levels that consistently exceed customer expectations, integration of solutions and practical new technologies.

[removed: Our] [added: We believe our] primary competitive advantage is customer service.

During the last five fiscal years, our revenues have grown from [removed: $1,017,667] [added: $1,107,524] in fiscal [removed: 2012] [added: 2013] to [removed: $1,354,646] [added: $1,431,117] in fiscal [removed: 2016.][added: 2017.]

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

All dollar and share amounts are in thousands and discussions compare fiscal [removed: 2016] [added: 2017] to fiscal [removed: 2015] [added: 2016] and compare fiscal [removed: 2015] [added: 2016] to fiscal [removed: 2014.][added: 2015.]

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

Net operating expenses increased [removed: 1%,] [added: 1%] and the provision for income taxes increased 6% compared to [removed: the prior year.][added: fiscal 2015.]

The increased revenue and above changes resulted in a combined 18% increase in net income for fiscal [removed: 2016.][added: 2016 compared to the prior fiscal year.]

We move into fiscal [removed: 2017] [added: 2018] following a strong performance in fiscal [removed: 2016.][added: 2017.]

Significant portions of our business continue to [removed: come from] [added: provide] recurring revenue and our healthy sales pipeline is also encouraging.

A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, [removed: 2016] [added: 2017] follows.

All dollar amounts are in thousands and discussions compare the current fiscal year ended June 30, [removed: 2016] [added: 2017] to the prior fiscal year ended June 30, [removed: 2015.][added: 2016.]

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

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

| Electronic Payment Services | 28,325 | | | | 6 | [removed: |] % | | | [removed: |]

| Outsourcing Services | 33,941 | | | | 13 | [removed: |] % | | | [removed: |]

| Implementation Services | (11,289 | | ) | | (15 | [removed: |] )% | | | [removed: |]

| Bundled Products & Services | 31,503 | | | | 50 | [removed: |] % | | | [removed: |]

| Total Increase | $ | 100,326 | | | | | | | [removed: | |]

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

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

Deconversion revenue for electronic payment services increased [removed: $9,617] [added: $9,616] over the prior year.

Implementation services revenue decreased due to a decrease in stand-alone implementations in the [removed: banking] [added: Bank] segment.

$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 [removed: credit union] [added: Credit Union] and [removed: banking] [added: Bank] core and complementary arrangements.

The Company has entered into [removed: remarketing] [added: re-marketing] agreements with several hardware manufacturers and suppliers under which we sell computer hardware, hardware maintenance and related services to our customers.

Hardware revenue decreased due to [removed: a decrease] [added: decreases] in [added: revenue from power systems, servers, and other] complementary hardware products delivered.

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

| Percentage of total revenue | [removed: 54] [added: 97] | | % | | [removed: 54] [added: 96] | | % | | | |

Cost of license consists of the direct costs of [removed: third party] [added: third-party] software that are a part of a non-bundled arrangement.

Sales of these [removed: third party] [added: third-party] software products [removed: increased slightly] [added: decreased] compared to the last year.

For the current period, margins were [removed: slightly higher] [added: lower] due to [removed: increased] [added: decreased] sales of higher margin hardware upgrade products compared to the prior year.

Selling and marketing expenses [added: for fiscal 2016] increased slightly compared to fiscal 2015 due to increased salary expense, but remained a consistent percentage of total revenue in both periods.

Research and development expenses increased [added: in fiscal 2016 over the prior fiscal year,] primarily due to increased headcount and related personnel costs, but were consistent with the prior year as a percentage of total revenue.

These expenses increased primarily due to [removed: increased headcount and related salaries,] [added: a 4% increase in headcount,] but were a consistent percentage of revenue in each year.

Gain on Disposal of [removed: Business][added: Businesses]

In fiscal 2016, we [removed: sold] [added: had a gain totaling $19,491 due to the sale of] our Alogent business [removed: ("Alogent")] to Antelope Acquisition Co., an affiliate of Battery [removed: Ventures, resulting in a gain totaling $19,491.][added: Ventures.]

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

Net income has grown from $167,610 in fiscal 2013 to $245,793 in fiscal 2017.

FISCAL 2017 COMPARED TO FISCAL 2016

The company continues to focus on cost management.

Net operating expenses increased 11% year over year, due mainly to the gain on the sale of our Alogent business ("Alogent") to Antelope Acquisition Co., an affiliate of Battery Ventures, in the prior year, which is discussed below in the operating expenses section.

Provision for income taxes increased 9% compared to the prior year, due a lower prior year effective tax rate, which is described in the following discussion.

| | 2017 | | | | 2016 | | | | | |

| License | $ | 2,385 | | | $ | 3,041 | | | (22 | )% |

Non-bundled license revenue decreased due mainly to a reduction in standalone license sales in our Bank segment, with Alogent headwinds accounting for $570 of that decrease.

Excluding the Alogent headwind, license revenue decreased 3%.

| | 2017 | | | | 2016 | | | | | |

| Support and service | $ | 1,384,338 | | | $ | 1,300,978 | | | 6 | % |

Excluding that headwind, support and services grew 9%.

In-house support and other services revenue increased despite headwinds of $13,062 created from the Alogent sale.

Excluding the Alogent headwind, in-house support and other services revenue increased 5%.

The increase was due mainly to increased revenue from work orders and from customers consulting with our Client Services Consulting group.

The group's operational assessments help banks and credit unions maximize their operating efficiency and productivity, identify new revenue and market opportunities, and reduce costs.

Electronic payment services continued to show growth over the prior year.

Deconversion fees (fees charged when customer agreements are terminated prior to the end of their contracted term) for electronic payment services decreased $2,901 compared to the prior year.

Excluding these fees from both years, electronic payment services revenue increased 6%.

The increase in outsourcing revenue was mainly due to data processing.

Deconversion fees within outsourcing services increased $4,736.

Excluding these fees from both years, outsourcing services revenue increased 12%.

Implementation services revenue decreased due partly to Alogent headwinds of $4,465, with the remainder of the decrease due mainly to a decline in stand-alone implementations in the Bank segment.

Bundled products and services revenue increased, despite $10,145 of Alogent headwinds, mostly due to terminations of 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 Bank and Credit Union core and complementary arrangements, as well as increased revenue being released due to completion of final installations and services on our Bank multiple element arrangements.

| | 2017 | | | | 2016 | | | | | |

| Hardware | $ | 44,394 | | | $ | 50,627 | | | (12 | )% |

| | 2017 | | | | 2016 | | | | | |

| Cost of License | $ | 730 | | | $ | 1,197 | | | (39 | )% |

| Cost of support and service | $ | 786,143 | | | $ | 737,108 | | | 7 | % |

| Support and Service Gross Profit | $ | 598,195 | | | $ | 563,870 | | | 6 | % |

| Cost of hardware | $ | 32,161 | | | $ | 35,346 | | | (9 | )% |

| TOTAL COST OF SALES | $ | 819,034 | | | $ | 773,651 | | | 6 | % |

| TOTAL GROSS PROFIT | $ | 612,083 | | | $ | 580,995 | | | 5 | % |

Cost of support and service for fiscal 2016 includes $12,332 related to Alogent sales.

Excluding those costs, our cost of support and service increased 8%.

| | 2017 | | | | 2016 | | | | | |

Selling and marketing expenses increased compared to fiscal 2016 due mainly to increased commission expense, but remained a consistent percentage of total revenue in both periods.

| | 2017 | | | | 2016 | | | | | |

Research and development expenses increased primarily due to a 4% increase in headcount, but were consistent with the prior year as a percentage of total revenue.

| | 2017 | | | | 2016 | | | | | |

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

We believe our research and development efforts are highly efficient because of the extensive experience of our research and development staff and because our product development is highly customer-driven.

FISCAL 2015 COMPARED TO FISCAL 2014

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

Operating expenses increased 6% and the provision for income taxes increased 4% compared to the prior year-to-date period.

| | 2015 | | | | 2014 | | | | | |

| License | $ | 2,635 | | | $ | 2,184 | | | 21 | % |

Non-bundled license revenue increased due mainly to an increase in standalone license sales in our Credit Union segment.

| Support and service | $ | 1,200,652 | | | $ | 1,112,331 | | | 8 | % |

In-house support and other services revenue increased due to annual maintenance renewal fee increases for both core and complementary products as our customers’ assets grow.

Electronic payment services continue to experience the largest dollar growth.

Implementation services revenue increased due mainly to increased implementations across our core, online banking, imaging solutions and payments products.

Bundled products and services revenue increased slightly from last year mainly due to increased revenues from our core and complementary banking products, furthered by an increase in core credit union products.

The increase was partially offset by reduced revenues from our Alogent suite of remote deposit capture products.

| Hardware | $ | 52,903 | | | $ | 58,658 | | | (10 | )% |

| | Year Ended | | | | | | | | % | |

| Cost of License | $ | 1,187 | | | $ | 908 | | | 31 | % |

| Cost of support and service | $ | 680,750 | | | $ | 634,756 | | | 7 | % |

| Support and Service Gross Profit | $ | 519,902 | | | $ | 477,575 | | | 9 | % |

| Cost of hardware | $ | 38,399 | | | $ | 43,708 | | | (12 | )% |

| TOTAL COST OF SALES | $ | 720,336 | | | $ | 679,372 | | | 6 | % |

| TOTAL GROSS PROFIT | $ | 535,854 | | | $ | 493,801 | | | 9 | % |

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

This is in line with increased sales volume of long term service contracts on which commissions were paid as a percentage of total revenue.

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

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 costs.

No businesses were disposed of in fiscal 2014.

| Interest Income | $ | 169 | | | $ | 377 | | | (55 | )% |

| Interest Expense | $ | (1,594 | ) | | $ | (1,105 | ) | | 44 | % |

Interest expense increased due to interest on the borrowing from our revolving credit facility in the second quarter.

| Provision For Income Taxes | $ | 105,219 | | | $ | 100,855 | | | 4 | % |

| Effective Rate | 33.3 | | % | | 35.1 | | % | | | |

The decrease in the effective tax rate was primarily due to favorable state tax law changes, as well as the retroactive extension of the Research & Experimentation Credit for the period January 1, 2014 to December 31, 2014 during fiscal 2015.

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

The Company is a provider of integrated computer systems that perform data processing (available for in-house installations or outsourced services) for banks and credit unions.

The increase was due mainly to 9% growth in electronic transaction processing services and a 14% increase in outsourcing services.

Gross profit margins increased 1% over fiscal 2014.

Gross profit margins for the Credit Union segment increased mainly due economies of scale realized from growing transaction volume in our payment processing services.

The decrease from June 30, 2015 is primarily due to repayments on our revolving credit facility and repurchases of treasury stock during fiscal 2016, partially offset by increased net income and proceeds from the disposal of a business.

| Non-cash expenses | 159,698 | | | | 149,162 | | |

Based on our outstanding debt with variable interest rates as of June 30, 2017, a 1% increase in our borrowing rate would increase interest expense by $500 on an annual basis.

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

Jack Henry & Associates, Inc. [added: (JHA)] was founded in 1976 as a provider of core information processing solutions for community banks.

Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for over [removed: 10,500] [added: 9,000] financial institutions and diverse corporate entities.

| • | Jack Henry Banking is a leading provider of integrated data processing systems to [removed: over 1,100] [added: approximately 1,080] banks ranging from community banks to multi-billion dollar institutions with assets of up to [removed: $30] [added: $50] billion. Our banking solutions support both in-house and outsourced operating environments with three functionally distinct core processing platforms and more than 100 integrated complementary solutions. |

| • | Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with [removed: over 800] [added: approximately 820] credit union customers. Symitar markets two functionally distinct core processing platforms and more than 50 integrated complementary solutions that support both in-house and outsourced operating environments. |

| • | ProfitStars is a leading provider of highly specialized [added: core agnostic] 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: nearly 10,200] [added: over 9,000] domestic and international customers. |

The majority of our revenue is derived from recurring electronic payment [removed: services] [added: solutions] and outsourcing services that both generally have contract terms of five years or greater, and support and [removed: service fees.][added: services provided to our in-house customers that are typically on a one year contract.]

JHA ended fiscal [removed: 2016] [added: 2017] with [removed: $1,354.6] [added: $1,431.1] million in revenue.

This has increased from [removed: $946.4] [added: $1,017.7] million at the end of fiscal [removed: 2011,] [added: 2012,] representing a compound annual growth rate during this five-year period of 7%.

Net income [removed: from continuing operations] has grown from [removed: $128.4] [added: $152.0] million to [removed: $248.9] [added: $245.8] million during this same five-year period, representing a compound annual growth rate of [removed: 14%.][added: 10%.]

JHA’s progress and performance have been guided by the focused work ethic and fundamental ideals fostered by the Company’s founders [removed: 40] [added: 41] years ago:

Jack Henry Banking primarily serves commercial banks and savings institutions with up to [removed: $30] [added: $50] billion in assets.

According to the Federal Deposit Insurance Corporation (“FDIC”), there were more than [removed: 6,100] [added: 5,870] commercial banks and [removed: savings institutions in this asset range as of December 31, 2015.]

Jack Henry Banking currently supports [removed: over 1,100] [added: approximately 1,080] of these banks with its core information processing platforms and complementary products and services.

According to the Credit Union National Association (“CUNA”), there were [removed: nearly 6,300] [added: more than 6,000] domestic credit unions as of December 31, [removed: 2015.][added: 2016.]

Symitar currently supports [removed: over 800] [added: approximately 820] of these credit unions with core information processing platforms and complementary products and services.

ProfitStars currently supports [removed: nearly 10,200] [added: over 9,000] institutions with specialized solutions for generating additional revenue and growth, increasing security, mitigating operational risks, and controlling operating costs.

The FDIC reports the number of commercial banks and savings institutions declined [removed: 19%] [added: 20%] from the beginning of calendar year [removed: 2011] [added: 2012] to the end of calendar year [removed: 2015.][added: 2016, due mainly to mergers.]

Although the number of banks declined at a 4% compound annual rate during this period, aggregate assets increased at a compound annual rate of 4% and totaled [removed: $14.9] [added: $15.6] trillion as of December 31, [removed: 2015.][added: 2016.]

There [removed: was one] [added: were no] new bank [removed: charter] [added: charters] issued in calendar year [removed: 2015,] [added: 2016,] compared to [removed: none] [added: one] in [added: the 2015] calendar [removed: 2014.][added: year.]

Comparing calendar years [removed: 2015] [added: 2016] to [removed: 2014,] [added: 2015,] mergers [removed: increased 11%.][added: decreased 17%.]

CUNA reports the number of credit unions declined 18% from the beginning of calendar year [removed: 2011] [added: 2012] to the end of calendar year [removed: 2015.][added: 2016.]

Although the number of credit unions declined at a 4% compound annual rate during this period, aggregate assets increased at a compound annual rate of 6% and totaled [removed: $1.2] [added: $1.3] trillion as of December 31, [removed: 2015.][added: 2016.]

| • | Providing commercial banks and credit unions with core [removed: software] [added: operating] systems that provide excellent functionality, and support in-house and outsourced [removed: operating] [added: delivery] environments with identical functionality. |

We have completed [removed: two acquisitions] [added: one acquisition] in the last 3 years.

After [removed: 40] [added: 41] 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.

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

| • | 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, [added: digital and mobile] internet banking and electronic payment [removed: services,] [added: solutions,] 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 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: over 1,100] [added: approximately 1,080] banks with its technology platforms. |

| • | Symitar supports credit unions of all sizes with information and transaction processing platforms that provide enterprise-wide automation. Its solutions include two functionally distinct core processing systems and more than 50 complementary solutions, including business intelligence and credit union management, member and member business services, [added: digital and mobile] internet banking and electronic payment [removed: services,] [added: solutions,] 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 [removed: be delivered in-house or through outsourced delivery model, and are also backed by our company-wide commitment to provide exceptional personal service. Symitar currently supports over 800 credit union customers.] |

We will continue to develop and maintain functionally robust, integrated solutions that are supported with high service [removed: levels;] [added: levels,] regularly [removed: enhancing] [added: updating and improving] those solutions using an interactive customer enhancement process; [removed: compliant] [added: ensuring compliance] with relevant regulations; updated with proven advances in technology; and consistent with JHA’s reputation as a premium product and service provider.

| • | SilverLake®, a robust IBM Power System™ (i/OS) based system primarily designed for commercial-focused banks with assets ranging from $500 million to [removed: $30] [added: $50] billion. However, some progressive smaller banks and start-up banks also select SilverLake. This system [removed: has been implemented] [added: is in use] by over [removed: 400] [added: 390] banks, and now automates approximately [removed: 6.5%] [added: 6.7%] of the domestic banks with assets less than [removed: $30] [added: $50] billion. |

| • | CIF 20/20®, a parameter-driven, easy-to-use system that now supports over [removed: 530] [added: 490] banks ranging from de novo institutions to those with assets exceeding $2 billion. CIF 20/20 is the most widely used IBM Power System™ (i/OS) core processing system in the community bank market. |

| • | Episys®, a robust IBM Power System™ (AIX®) based system primarily designed for credit unions with more than $50 million in assets. It has been implemented by [removed: over 640] [added: nearly 660] credit unions and is ranked as the system implemented by more credit unions with assets exceeding $25 million than any other alternative system. |

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

Customers electing to install our solutions in-house license the proprietary software [removed: systems based on initial license fees.][added: systems.]

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

Electronic Payment [removed: Services][added: Solutions]

Electronic payment [removed: services supports] [added: solutions provides] our customers with [removed: convenient and] [added: the tools necessary to be at the forefront of payment innovations with] secure payment processing designed to [removed: 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 [removed: risk and fraud while staying at the forefront of payments innovation.][added: risk.]

Jack Henry identifies three components of Electronic Payment [removed: Services:][added: Solutions:]

| • | Card Services provides a comprehensive suite of Automated Teller Machine ("ATM"), debit, and credit card transaction processing and [added: fraud] management solutions. Our card processing solutions, which include [removed: awards,] [added: loyalty/ rewards, multiple] fraud [removed: detection, ability to hot card] [added: detection programs,] and [removed: initiate new replacement cards,] [added: cardholder alert] and [removed: ATM management products,] [added: controls, as well as other key components that] are fully integrated with JHA's core and complementary solutions, [removed: facilitating] [added: facilitate] seamless transaction processing. |

| • | 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 [added: full] 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. |

savings institutions in this asset range as of December 31, 2016.

be delivered in-house or through outsourced delivery model, and are also backed by our company-wide commitment to provide exceptional personal service.

Symitar currently supports approximately 820 credit union customers.

| • | ProfitStars is a leading provider of specialized products and services assembled through our focused diversification acquisition strategy. These core agnostic solutions are compatible with a wide variety of information technology platforms and operating environments, and include proven solutions for generating additional revenue and growth, increasing security and mitigating operational risks, and/or controlling operating costs. ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with over 9,000 domestic and international customers. These distinct products and services can be implemented individually or as solution suites to address specific business problems or needs and enable effective responses to dynamic industry trends. |

Instead, we rely on a combination of contractual

reliability, and security, as well as disaster preparedness and business recovery planning.

| • | ProfitStars is a leading provider of specialized products and services assembled through our focused diversification acquisition strategy. These solutions are compatible with a wide variety of information technology platforms and |

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

ProfitStars’ products and services enhance the performance of financial services organizations of all asset sizes and charters, and diverse corporate entities with nearly 10,200 domestic and international customers.

These distinct products and services can be implemented individually or as solution suites to address specific business problems or needs and enable effective responses to dynamic industry trends.

Jack Henry Banking sells core processing systems and integrated complementary solutions primarily to domestic commercial banks with assets up to $30 billion.

Symitar sells core processing systems and integrated complementary solutions primarily to domestic credit unions of all asset sizes.

for our primary trademarks.

A representative of JHA’s compliance organization serves on every change control board to ensure that the regulatory perspective is addressed in proposed product/service changes.

We are subject to various routine legal proceedings and claims arising in the ordinary course of our business.

In the opinion of management, any liabilities resulting from current lawsuits are not expected, either individually or in the aggregate, to have a material adverse effect on our consolidated financial statements.

In accordance with U.S. GAAP, we record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These liabilities are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case or proceeding.

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

10-K 1 [removed: jkhy-2016630x10k.htm] [added: jkhy-20170630x10k.htm] FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, [removed: 2016][added: 2017]

| | For the fiscal year ended June 30, [removed: 2016] [added: 2017] |

Indicate by check mark whether the [removed: Registrant] [added: registrant] is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or a] [added: filer,] smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” ”accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and "emerging growth company] in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | \[X\] | [removed: |] Accelerated filer | \[ \] |

| Non-accelerated filer | \[ \] | (Do not check if a smaller reporting company) | [removed: Smaller reporting company] | [removed: \[ \] |]

As of August [removed: 24, 2016,] [added: 16, 2017,] the Registrant had [removed: 78,535,929] [added: 77,438,286] shares of Common Stock outstanding ($0.01 par value).

On December 31, [removed: 2015,] [added: 2016,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $6,234,140,228] [added: $6,851,199,964] (based on the average of the reported high and low sales prices on NASDAQ on December 31, [removed: 2015).][added: 2016).]

Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2016] [added: 2017] Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part II, Item 5 and into Part III of this Report.

| ITEM 1. | BUSINESS | [removed: [5](#s483B59CD492F5BD598CC3BC71162F6B4)] [added: [5](#sE1A7A1A6F15953DA84FA66B1576B35FE)] |

| ITEM 1A. | RISK FACTORS | [removed: [13](#sAC70941BDBE054309FB8687D5A05A1B7)] [added: [13](#s0BB08FAA1D025447A1D65063260FD5E9)] |

| ITEM 1B. | UNRESOLVED STAFF COMMENTS | [removed: [16](#sED4DE4E6EF095A5E87AF7CE7E284F091)] [added: [16](#sBA8464B76F2C5D0A8DB44AC12976E5B9)] |

| ITEM 2. | PROPERTIES | [removed: [16](#sBAD2B47BCD515177AD3D0FE7C86BF705)] [added: [16](#s63763D8789BF5B16ABD2BDCAAB51A956)] |

| ITEM 3. | LEGAL PROCEEDINGS | [removed: [16](#sE8F79B21C09A5543BA1D719414CDC6CA)] [added: [16](#s7E46A0EDFF165E9AB3DB58A52C94D7A0)] |

| ITEM 4. | MINE SAFETY DISCLOSURES | [removed: [17](#s118BD99FB5595DF7A07B9ACDD6D375C0)] [added: [16](#s800752C0706C5BF19F93A6131407EB4B)] |

| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | [removed: [18](#s296FA79AFFA15C70A8D9019A7A45D3CD)] [added: [17](#sEB2CF3D4BCD557839F47F1D31D27DC76)] |

| ITEM 6. | SELECTED FINANCIAL DATA | [removed: [20](#s3D1299CC313B5F9DB11E0AB9DE914577)] [added: [19](#s8DC5CCD8F81857E697DE481195A46D19)] |

| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | [removed: [20](#s09498C66BC2E5F02A19BF79CA8671661)] [added: [19](#s605C0D2F6E3156E38AC40DCAC78DD993)] |

| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | [removed: [34](#sF07B17FD3ED05C4890AA45B67F06B1B1)] [added: [33](#sA9A19356507251B1A576B0E00693BC59)] |

| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | [removed: [35](#sC95BC21861EE53A4BCC7204CDD1B035B)] [added: [34](#s6DC4E0121E00541688652378869EF3FD)] |

| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | [removed: [62](#s9C89FF193B485A158544D9856CC34F89)] [added: [61](#sD1DDBB4F62195DFEA95F1AD35FD4C602)] |

| ITEM 9A. | CONTROLS AND PROCEDURES | [removed: [62](#s091D15C8A4B05BC993F0504DE7C59BA6)] [added: [61](#sD626894BA9EF520BAF71F313F7252C9C)] |

| ITEM 9B. | OTHER INFORMATION | [removed: [62](#sD94C97BCAE395926BC1E6274E0275B2B)] [added: [61](#s3C3F3D4BFA0C54068AA8404B097DC35B)] |

| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | [removed: [63](#s4D245126FFA75473BC20B98422EA4EDB)] [added: [62](#s67ED0CFD94955F37A749AAC35F4A69FE)] |

| ITEM 11. | EXECUTIVE COMPENSATION | [removed: [63](#s9B7017D181B25188A4836124ED1998DF)] [added: [62](#s017BE35333E35B80A20CEEFEA5FDADD1)] |

| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | [removed: [63](#s2061C87897E85B57A3009531D1AE8E2A)] [added: [62](#sBE43F07F75605ED7965021E96E05D5FE)] |

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | [removed: [63](#s3B368C32E9655FA1B3F236CEB0EFBE84)] [added: [62](#s0DC2E832938458A18EBB94639BABA049)] |

| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | [removed: [63](#s0DB03BDFEB39505EB7300F9500B68F15)] [added: [62](#sB674E9D45750583E961DBC6DE6C3DE49)] |

| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | [removed: [64](#sE787A1D6E5AD5035B13A426ACD416C40)] [added: [63](#s6DA6B3B1800D5EAEAC54008DE7F4B1D4)] |

| ITEM 16 | FORM 10-K SUMMARY | [removed: [66](#sda69ba8d14044893bf9a609654643f3d)] [added: [65](#s34E9BD57BFEB5677AB1CA04E4B799F46)] |

| | | | |

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

| | | | |

| | | | |

| | | | |

| | | Smaller reporting company | \[ \] |

| | | | |

| | | Emerging Growth Company | \[ \] |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

\[ \]

| | | | | |

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

We have [removed: 37] [added: 35] leased office facilities in [removed: 21] [added: 20] states, which total approximately [removed: 655,000] [added: 653,000] square feet.

Of our facilities, the [removed: credit union] [added: Credit Union] segment uses office space totaling approximately [removed: 193,000] [added: 195,500] square feet in [removed: twelve] [added: fifteen] facilities.

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

The remainder of our leased and owned facilities, approximately [removed: 1,462,000] [added: 1,457,500] square feet of office space, is primarily devoted to serving our [removed: bank] [added: Bank] segment or supports our whole business.

We lease property, including real estate and related facilities, at the Monett, Missouri [removed: municipal] [added: regional] airport.

The Company's common stock is quoted on the NASDAQ Global Select Market [removed: (“NASDAQ”), formerly known as the NASDAQ National Market,] [added: (“NASDAQ”)] under the symbol “JKHY”.

| | | Fiscal [removed: 2016] [added: 2017] | | | | | | | | Fiscal [removed: 2015] [added: 2016] | | | | | | |

| Fourth Quarter | | $ | [removed: 87.27] [added: 106.46] | | | $ | [removed: 80.44] [added: 91.50] | | | $ | [removed: 70.25] [added: 87.27] | | | $ | [removed: 60.10] [added: 80.44] | |

| Third Quarter | | [removed: 86.23] [added: 95.64] | | | | [removed: 73.19] [added: 88.11] | | | | [removed: 70.18] [added: 86.23] | | | | [removed: 60.60] [added: 73.19] | | |

| Second Quarter | | [removed: 79.92] [added: 91.06] | | | | [removed: 68.31] [added: 79.00] | | | | [removed: 63.85] [added: 79.92] | | | | [removed: 51.86] [added: 68.31] | | |

| First Quarter | | [removed: 71.75] [added: 89.89] | | | | [removed: 63.84] [added: 85.00] | | | | [removed: 60.84] [added: 71.75] | | | | [removed: 54.78] [added: 63.84] | | |

Quarterly dividends per share paid on the common stock for the two most recent fiscal years ended [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] are as follows:

| | | Fiscal [removed: 2016] [added: 2017] | | | | Fiscal [removed: 2015] [added: 2016] | | |

| Fourth Quarter | | $ | [removed: 0.280] [added: 0.310] | | | $ | [removed: 0.250] [added: 0.280] | |

| Third Quarter | | [removed: 0.280] [added: 0.310] | | | | [removed: 0.250] [added: 0.280] | | |

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

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

On August [removed: 24, 2016,] [added: 16, 2017,] there were approximately [removed: 92,900] [added: 94,800] holders of the Company’s common [removed: stock.][added: stock, including individual participants in security position listings.]

On that same date the last sale price of the common shares as reported on NASDAQ was [removed: $87.82] [added: $101.59] per share.

The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2016:][added: 2017:]

| | Total Number of Shares Purchased (1) | | | Average Price of Share | | | [added: |] 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) | |

(1) [removed: 246,400] [added: 250,000] shares were purchased through a publicly announced repurchase plan.

There were [removed: 346] [added: 345] shares surrendered to the Company to satisfy tax withholding obligations in connection with employee restricted stock awards.

The following chart presents a comparison for the five-year period ended June 30, [removed: 2016,] [added: 2017,] of the market performance of the Company’s common stock with the S&P 500 Index and an index of peer companies selected by the Company:

[removed: ][added: ]

| | [removed: 2011 | |] 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | [added: 2017 | |]

This comparison assumes $100 was invested on June 30, [removed: 2011,] [added: 2012,] and assumes reinvestments of dividends.

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

| April 1- April 30, 2017 | — | | | $ | — | | | — | | | 4,580,404 | |

| May 1- May 31, 2017 | — | | | $ | — | | | — | | | 4,580,404 | |

| June 1- June 30, 2017 | 250,345 | | | $ | 105.02 | | | 250,000 | | | 4,330,404 | |

| Total | 250,345 | | | $ | 105.02 | | | 250,000 | | | 4,330,404 | |

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

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

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

| JKHY | 100.00 | | 138.34 | | 177.10 | | 195.72 | | 267.64 | | 322.60 | |

| Peer Group | 100.00 | | 117.87 | | 161.90 | | 203.87 | | 233.39 | | 271.10 | |

| S&P 500 | 100.00 | | 120.60 | | 150.27 | | 161.43 | | 167.87 | | 197.92 | |

Information regarding the Company's equity compensation plans is set forth under the caption "Equity Compensation Plan Information" in the Company's definitive Proxy Statement and is incorporated herein by reference.

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

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

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

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

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

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

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

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

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

Heartland Payment Systems, Inc. was removed from the peer group as it merged with Global Payments, Inc. in April 2016.

| Income Statement Data | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Revenue (1) | | $ | [removed: 1,354,646] [added: 1,431,117] | | | $ | [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] | |

| [added: Net] Income [removed: from continuing operations] | | $ | [removed: 248,867] [added: 245,793] | | | $ | [removed: 211,221] [added: 248,867] | | | $ | [removed: 186,715] [added: 211,221] | | | $ | [removed: 167,610] [added: 186,715] | | | $ | [removed: 152,040] [added: 167,610] | |

| Basic [removed: net income] [added: earnings] per [removed: share, continuing operations] [added: share] | | $ | [removed: 3.13] [added: 3.16] | | | $ | [removed: 2.60] [added: 3.13] | | | $ | [removed: 2.20] [added: 2.60] | | | $ | [removed: 1.95] [added: 2.20] | | | $ | [removed: 1.76] [added: 1.95] | |

| Diluted [removed: net income] [added: earnings] per [removed: share, continuing operations] [added: share] | | $ | [removed: 3.12] [added: 3.14] | | | $ | [removed: 2.59] [added: 3.12] | | | $ | [removed: 2.19] [added: 2.59] | | | $ | [removed: 1.94] [added: 2.19] | | | $ | [removed: 1.74] [added: 1.94] | |

| Dividends declared per share | | $ | [removed: 1.06] [added: 1.18] | | | $ | [removed: 0.94] [added: 1.06] | | | $ | [removed: 0.84] [added: 0.94] | | | $ | [removed: 0.56] [added: 0.84] | | | $ | [removed: 0.44] [added: 0.56] | |

| Total deferred revenue | | $ | [removed: 521,054] [added: 511,384] | | | $ | [removed: 531,987] [added: 521,054] | | | $ | [removed: 492,868] [added: 531,987] | | | $ | [removed: 439,596] [added: 492,868] | | | $ | [removed: 409,139] [added: 439,596] | |

| Total assets | | $ | [removed: 1,815,512] [added: 1,908,945] | | | $ | [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] | |

| Long-term debt | | $ | [removed: —] [added: 50,000] | | | $ | [removed: 50,102] [added: —] | | | $ | [removed: 3,729] [added: 50,102] | | | $ | [removed: 7,366] [added: 3,729] | | | $ | [removed: 106,166] [added: 7,366] | |

| Stockholders’ equity | | $ | [removed: 996,210] [added: 1,032,051] | | | $ | [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] | |

| | [Reports of Independent Registered Public Accounting [removed: Firm](#sB7717547C3CD551EB8FE8FF032315F95)] [added: Firm](#sC8622D8134095795AFE3EC7444F4F074)] | [removed: [36](#s853F53A824D859AF94172B6A862A7C00)] [added: [35](#s9DF58E8CEC5354D3A5E60D12C2B4D9F8)] |

| | [Management's Annual Report on Internal Control over Financial [removed: Reporting](#sD1E6D71E52E7571F9EC35FEB43854C78)] [added: Reporting](#s580FC2E1211E5E6C9F891CFAA3F58F76)] | [removed: [38](#sB5FB150A332C5E29B4689C2369DD1338)] [added: [37](#s7B22B6EB89AA578682903DA23F7196C3)] |

| | [Consolidated Statements of [removed: Income,](#s472D7DED5B3057F3954301A4E2E9AB54)] [added: Income,](#s1E00AA89DE055D4C9E0BFFD75B085CFE)] | |

| | Years Ended June 30, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014] [added: 2015] | [removed: [39](#s4B9B5A28BFA95AD580549E8AD6273EDF)] [added: [38](#s657880651DD4552DB2AF7D0E197ED4EB)] |

| | [Consolidated Balance [removed: Sheets,](#sCB8FBEB8DE4C54B180FE1E6041F03812)] [added: Sheets,](#s2E70094E23BD5016862EF4A59DDDBAF5)] | |

| | [added: Years Ended] June 30, [removed: 2016] [added: 2017, 2016,] and 2015 | [removed: [40](#sE44FA8C3C46958D9B8F30444B057E2A3)] [added: [40](#sEB40BB748BF45A9AB5A2A593F9854765)] |

| | [Consolidated Statements of Changes in Stockholders' [removed: Equity,](#s36D82910E04052D59F80FC3A2E6380DE)] [added: Equity,](#s500D69EDCB495946ACAD2156779FFD08)] | |

| | Years Ended June 30, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014] [added: 2015] | [removed: [41](#s16D1281B476250759A10D07916DBEB6D)] [added: [41](#s412EE9878F50577EAADFE229C3E367B0)] |

| | [Consolidated Statements of Cash [removed: Flows,](#s750FE452934E5BE0B8C86DD6DBDFD802)] [added: Flows,](#sC5CD04AAC84758828127CC1ABF11FEAC)] | |

| | [Notes to Consolidated Financial [removed: Statements](#sC4B063D949655AF9AEAA24CDBB314701)] [added: Statements](#s89C60CCF33EF59399E9752B8040A0159)] | [removed: [43](#sEC55F837E9BC5F2BBC211B073236DF79)] [added: [42](#sCCA346E948CC56779E4E4F91E389647B)] |

In our opinion, the accompanying consolidated balance [removed: sheet] [added: sheets] 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, [added: 2017 and] 2016, and the results of their operations and their cash flows for [added: each of] the [removed: year then] [added: two years in the period] ended [added: June 30, 2017] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

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

Our [removed: audit] [added: audits] 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.

Our [removed: audit] [added: audits] also included performing such other procedures as we considered necessary in the circumstances.

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

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

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

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

In our opinion, such [added: 2015] consolidated financial statements present fairly, in all material respects, the [removed: financial position] [added: results] of [added: the operations and the cash flows of] Jack Henry & Associates, Inc. and subsidiaries [removed: as of June 30, 2015, and the results of their operations and their cash flows] for [removed: each of] the [removed: two years in the period] [added: year] ended June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

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 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 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, [removed: use] [added: use,] or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

As of June 30, [removed: 2016,] [added: 2017,] management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded the Company’s internal control over financial reporting as of June 30, [removed: 2016] [added: 2017] was effective.

The Company’s internal control over financial reporting as of June 30, [removed: 2016] [added: 2017] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing in this Item 8.

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| License | $ | [removed: 3,041] [added: 2,385] | | | $ | [removed: 2,635] [added: 3,041] | | | $ | [removed: 2,184] [added: 2,635] | |

| Support and service | [removed: 1,300,978] [added: 1,384,338] | | | | [removed: 1,200,652] [added: 1,300,978] | | | | [removed: 1,112,331] [added: 1,200,652] | | |

| Hardware | [removed: 50,627] [added: 44,394] | | | | [removed: 52,903] [added: 50,627] | | | | [removed: 58,658] [added: 52,903] | | |

| Total revenue | [removed: 1,354,646] [added: 1,431,117] | | | | [removed: 1,256,190] [added: 1,354,646] | | | | [removed: 1,173,173] [added: 1,256,190] | | |

| Cost of license | [removed: 1,197] [added: 730] | | | | [removed: 1,187] [added: 1,197] | | | | [removed: 908] [added: 1,187] | | |

| Cost of support and service | [removed: 737,108] [added: 786,143] | | | | [removed: 680,750] [added: 737,108] | | | | [removed: 634,756] [added: 680,750] | | |

| Cost of hardware | [removed: 35,346] [added: 32,161] | | | | [removed: 38,399] [added: 35,346] | | | | [removed: 43,708] [added: 38,399] | | |

| Total cost of sales | [removed: 773,651] [added: 819,034] | | | | [removed: 720,336] [added: 773,651] | | | | [removed: 679,372] [added: 720,336] | | |

| GROSS PROFIT | [removed: 580,995] [added: 612,083] | | | | [removed: 535,854] [added: 580,995] | | | | [removed: 493,801] [added: 535,854] | | |

| Selling and marketing | [removed: 90,079] [added: 93,297] | | | | [removed: 89,004] [added: 90,079] | | | | [removed: 85,443] [added: 89,004] | | |

| Research and development | [removed: 81,234] [added: 84,753] | | | | [removed: 71,495] [added: 81,234] | | | | [removed: 66,748] [added: 71,495] | | |

| General and administrative | [removed: 67,514] [added: 69,601] | | | | [removed: 64,364] [added: 67,514] | | | | [removed: 53,312] [added: 64,364] | | |

| Gain on disposal of [removed: a business] [added: businesses] | [removed: (19,491] [added: (3,270] | | ) | | [removed: (6,874] [added: (19,491] | | ) | | [removed: —] [added: (6,874] | | [added: )] |

| Total operating expenses | [removed: 219,336] [added: 244,381] | | | | [removed: 217,989] [added: 219,336] | | | | [removed: 205,503] [added: 217,989] | | |

| | June 30, 2017 and 2016 | [39](#sA4907F05517C58B88E52BAF0832048E1) |

August 25, 2017

| Cash and cash equivalents | $ | 114,765 | | | $ | 70,310 | |

| Shares issued for equity-based payment arrangements | (1 | | ) | | 696 | | | | 640 | | |

| Net Income | $ | 245,793 | | | $ | 248,867 | | | $ | 211,221 | |

| Other | — | | | | — | | | | (4,343 | | ) |

| Other | — | | | | — | | | | 4,343 | | |

all other criteria for revenue recognition have been met.

This standard is part of an effort to create a common revenue standard for U.S. generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS).

The new model enacts a five-step process for achieving the core principle, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We expect the adoption of this standard to have a significant impact on our revenue recognition currently subject to Accounting Standards Codification (ASC) Topic 985.

We are currently in the process of implementing and testing new software to assist in applying the five-step model to our various revenue streams and comparing the results to our current accounting practices.

One of the most significant expected impacts relates to the recognition of license and implementation revenue on our multi-element arrangements.

We expect to recognize license and install revenue at the time of the install completion, rather than over the maintenance period of the software on our multi-element agreements.

We expect revenue related to hardware, Outlink contracts, payment processing, and professional services to remain substantially unchanged.

The standard allows a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate them.

Management elected to early adopt this standard as of July 1, 2016 and has elected to continue our current practice of estimating forfeitures.

The adoption of this standard had the following impacts on our condensed consolidated financial statements.

| | |

| --- | --- |

| • | Condensed consolidated statements of income- The new standard requires that the tax effects of share-based compensation be recognized in the provision for income taxes. Previously, these amounts were recognized in additional paid-in capital. Net tax benefits related to share-based compensation awards of $2,638 for the year ended June 30, 2017 were recognized as reductions of income tax expense. These tax benefits reduced our effective income tax rate for the year-to-date period by 0.72%, and caused an increase in basic and diluted earnings per share of $0.03 for the year ended June 30, 2017. In addition, in calculating potential common shares used to determine diluted earnings per share, generally accepted accounting principles require us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis. |

| | |

| --- | --- |

| • | Condensed consolidated statements of cash flows- The Company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively; however, fiscal 2015 was not restated due to immateriality. The restatement for fiscal 2016 resulted in an increase to both net cash provided by operations and net cash used in financing of $1,306 for the year ended June 30, 2016. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on our consolidated cash flows statements since such cash flows have historically been presented as a financing activity. |

| Certificate of Deposit | | $ | — | | | $ | 2,001 | | | $ | — | | | $ | 2,001 | |

| Certificate of Deposit | | $ | — | | | $ | 1,000 | | | $ | — | | | $ | 1,000 | |

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

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

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

| Non-Recurring Fair Value Measurements | | | | | | | | | | | | | | | | |

| June 30, 2017 | | | | | | | | | | | | | | | | |

| Long-lived assets held for sale (a) | | $ | — | | | $ | 1,300 | | | $ | — | | | $ | 1,300 | |

(a) In accordance with ASC Subtopic 360-10, long-lived assets held for sale with a carrying value of $4,575 were written down to their fair value of $1,300, resulting in an impairment totaling $3,275, which was included in earnings for the period.

These assets are expected to be disposed of by sale within the twelve months of June 30, 2017.

| | 627,948 | | | | 626,723 | | | | | |

In fiscal 2017, we recorded an impairment loss on one of our facilities of $3,275 due to damage caused by water intrusion around the facility's windows and roof.

The impairment loss is included in the caption "Cost of support and service" in our consolidated statements of income and is included in our Bank segment.

The Goodwill written-off during fiscal 2017 was a result of our sale of our Regulatory Filing products to Fed Reporter on May 1, 2017.

Goodwill allocated to the carrying amount of the net assets sold (mainly computer software) was calculated based on the relative fair values of the business disposed and the portion of the reporting unit that was retained.

| | June 30, 2017 | | | | | | | | | | |

| | Years Ended June 30, 2016, 2015, and 2014 | [42](#sA4C8B9EE44F157CA9CC7B06807B83794) |

August 29, 2016

| | | | | | | | |

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

| Accrued income taxes | — | | | | 5,543 | | |

| Deferred income tax liability | — | | | | 7,034 | | |

| Shares issued upon exercise of stock options | 696 | | | | 640 | | | | 606 | | |

| Excess tax benefits from stock-based compensation | (1,306 | | ) | | (4,343 | | ) | | (3,406 | | ) |

| Excess tax benefits from stock-based compensation | 1,306 | | | | 4,343 | | | | 3,406 | | |

| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 70,310 | | | $ | 148,313 | | | $ | 70,377 | |

PRIOR PERIOD RECLASSIFICATION

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.

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.

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

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

There was no change in total operating expenses.

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.

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

Dividends declared per share were $1.06, $0.94, and $0.84 for the years ended June 30, 2016, 2015, and 2014, respectively.

The difference

Along with the deferral of the effective date, ASU No. 2015-14 allows early application as of the original effective date.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.

This ASU requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability (same treatment as debt discounts).

ASU No. 2015-03 will be effective for the Company in its fiscal year ended June 30, 2017.

Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

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

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

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

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.

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

Prior periods were not retrospectively adjusted.

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

The Company is currently evaluating the newly issued guidance, including the estimated impact it will have on our consolidated financial statements.

The Company currently anticipates the changes will be adopted in the first quarter of the annual reporting period beginning July 1, 2016.

| June 30, 2015 | | | | | | | | | | | | | | | | |

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

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

| | 626,723 | | | | 616,205 | | | | | |

Also, the Company acquired $4,344 of computer equipment through capital leases for the year ended June 30, 2015.

There were no acquisitions through capital leases in fiscal 2016.

The Management’s Report on Internal Control over Financial Reporting required by this Item 9A is in Item 8, “Financial Statements and Supplementary Data.” The Company's independent registered public accounting firm has audited our internal control over financial reporting as of June 30, [removed: 2016;] [added: 2017;] their report is included in Item 8 of this Form 10-K.

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

Remediation of Prior Period Material Weakness

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

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.

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.

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.

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.

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.

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: 2016] [added: 2017] fiscal year end in the definitive proxy statement for our [removed: 2016] [added: 2017] Annual Meeting of Stockholders (the “Proxy Statement”).

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

\- Consolidated Statements of Income for the years ended June 30, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

\- Consolidated Balance Sheets as of June 30, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]

\- Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

\- Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

| 3.1.7 | Restated Certificate of Incorporation attached as Exhibit 3.1.7 to the Company’s Annual Report on Form 10-K for the Year ended June 30, [removed: 2003.] [added: 2003 (SEC File No. 0-14112).] |

| 3.2.6 | Restated and Amended Bylaws attached as Exhibit 3.2.6 to the Company’s Current Report on Form 8-K filed February 17, [removed: 2016.] [added: 2016 (SEC File No. 0-14112).] |

| 10.8 | Form of Indemnity Agreement 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, [removed: 1996.] [added: 1996 (SEC File No. 0-14112).] |

| [removed: 10.29] [added: 10.56] | Jack Henry & Associates, Inc. [removed: 2006 Employee Stock Purchase] [added: 2015 Equity Incentive] Plan attached as Exhibit [removed: 10.29] [added: 10.56] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed November [removed: 6, 2006.] [added: 16, 2015 (SEC File No. 0-14112).] |

| 10.32 | Form of Restricted Stock Agreement (executives) attached as Exhibit 10.32 to the Company’s Current Report on Form 8-K filed September 10, [removed: 2007.] [added: 2007 (SEC File No. 0-14112).] |

| [removed: 10.34] [added: 10.61] | [removed: Amendment No. 2 to] Jack Henry & Associates, Inc. 2006 Employee Stock Purchase [removed: Plan] [added: Plan, as amended and restated effective November 10, 2016,] attached as Exhibit [removed: 10.34] [added: 99.1] to the [removed: Company’s Current Report] [added: Company's Registration Statement] on Form [removed: 8-K] [added: S-8] filed November [removed: 1, 2007.] [added: 16, 2016 (SEC File No. 333-214631).] |

| 10.38 | Jack Henry & Associates, Inc. 2005 Non-Qualified Stock Option Plan, as amended and restated May 9, 2008, attached as Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed August 29, [removed: 2008.] [added: 2008 (SEC File No. 0-14112).] |

| 10.39 | Revised Form of Restricted Stock Agreement (executives) attached as Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q filed November 6, [removed: 2009.] [added: 2009 (SEC File No. 0-14112).] |

| 10.43 | Jack Henry & Associates Inc. Restricted Stock Plan, as amended and restated effective November 9, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, [removed: 2010.] [added: 2010 (SEC File No. 0-14112).] |

| 10.44 | Form of Performance Shares Agreement attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 12, [removed: 2012.] [added: 2012 (SEC File No. 0-14112).] |

| 10.45 | Jack Henry & Associates, Inc. 2012 Annual Incentive Plan, effective September 1, 2012 and approved by the stockholders on November 14, 2012, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 16, 2012. [added: (SEC File No. 0-14112)] |

| 10.46 | Jack Henry & Associates, Inc. 2005 Non-Qualified Stock Option Plan, as amended August 20, 2010, attached as Exhibit 10.1 to the Company's Quarterly Report on form 10-Q filed February 7, [removed: 2013.] [added: 2013 (SEC File No. 0-14112).] |

| 10.47 | Form of Restricted Stock Agreement (independent directors) attached as Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q filed November 8, [removed: 2013.] [added: 2013 (SEC File No. 0-14112).] |

| 10.48 | Form of Termination Benefits Agreements (executives) attached as Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q filed February 6, [removed: 2014.] [added: 2014 (SEC File No. 0-14112).] |

| 10.49 | Jack Henry & Associates, Inc. Deferred Compensation Plan attached as Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.] [added: 2014 (SEC File No. 0-14112).] |

| 10.50 | Jack Henry & Associates, Inc. Non-Employee Directors Deferred Compensation Plan attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.] [added: 2014 (SEC File No. 0-14112).] |

| 10.51 | Form of Performance Shares Agreement (executives) attached as Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.] [added: 2014 (SEC File No. 0-14112).] |

| 10.52 | Credit Agreement among Jack Henry & Associates, Inc., U.S. Bank National Association and certain other Lenders, attached as Exhibit 10.52 to the Company’s Current Report on Form 8-K filed February 24, [removed: 2015.] [added: 2015 (SEC File No. 0-14112).] |

| 10.53 | Form of Restricted Stock Unit Agreement (Non-Employee Directors) attached as Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015.] [added: 2015 (SEC File No. 0-14112).] |

| 10.54 | First Amendment to Credit Agreement attached as Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015.] [added: 2015 (SEC File No. 0-14112).] |

| 10.55 | Second Amendment to Credit Agreement attached as Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q filed June 25, [removed: 2015.] [added: 2015 (SEC File No. 0-14112).] |

| 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, [removed: 2016.] [added: 2016 (SEC File No. 0-14112).] |

| 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, [removed: 2016.] [added: 2016 (SEC File No. 0-14112).] |

| 10.59 | Form of Restricted Stock Agreement (executives) attached as Exhibit 10.59 to the Company’s Current Report on Form 8-K filed July 1, [removed: 2016.] [added: 2016 (SEC File No. 0-14112).] |

| [removed: 21.1] [added: 21.1*] | List of the Company’s subsidiaries. |

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

| [removed: 23.2] [added: 23.2*] | Consent of Independent Registered Public Accounting Firm- Deloitte & Touche LLP. |

| [removed: 31.1] [added: 31.1*] | Certification of the Chief Executive Officer. |

| [removed: 31.2] [added: 31.2*] | Certification of the Chief Financial Officer. |

| [removed: 32.1] [added: 32.1*] | Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. |

| [removed: 32.2] [added: 32.2*] | Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. |

| [removed: 101.INS*] [added: 101.INS] | XBRL Instance Document |

| [removed: 101.SCH*] [added: 101.SCH] | XBRL Taxonomy Extension Schema Document |

| [removed: 101.CAL*] [added: 101.CAL] | XBRL Taxonomy Extension Calculation Linkbase Document |

| [removed: 101.DEF*] [added: 101.DEF] | XBRL Taxonomy Extension Definition Linkbase Document |

| [removed: 101.LAB*] [added: 101.LAB] | XBRL Taxonomy Extension Label Linkbase Document |

| 10.60 | Form of Performance Shares Agreement attached as Exhibit 10.60 to the Company's Current Report of Form 8-K filed September 13, 2016 (SEC File No. 0-14112). |

| 10.62* | Form of Performance Shares Agreement. |

| | |

| --- | --- |

* Furnished with this report on Form 10-K.

| 10.56 | Jack Henry & Associates, Inc. 2015 Equity Incentive Plan attached as Exhibit 10.56 to the Company's Current Report on Form 8-K filed November 16, 2015. |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this [removed: 29th] [added: 25th] day of August, [removed: 2016.][added: 2017.]

| /s/ John F. Prim John F. Prim | Executive Chairman of the Board and Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ David B. Foss David B. Foss | [removed: President and] [added: President,] Chief Executive [removed: Officer] [added: Officer, and Director] (Principal Executive Officer) | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Kevin D. Williams Kevin D. Williams | Chief Financial Officer and Treasurer (Principal Accounting Officer) | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Matthew Flanigan Matthew Flanigan | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Thomas A. Wimsett Thomas A. Wimsett | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Laura G. Kelly Laura G. Kelly | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Shruti Miyashiro Shruti S. Miyashiro | Director | August [removed: 29, 2016] [added: 25, 2017] |

| /s/ Wesley A. Brown Wesley A. Brown | Director | August [removed: 29, 2016] [added: 25, 2017] |