A Dark Vector Cognition product
10-K comparison

Jack Henry & Associates (JKHY) 10-K risk factor changes: FY2020 vs FY2019

The 2020-06-30 10-K against the 2019-06-30 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 1A47 rewritten30 added28 removed52 unchanged

All filing items1,047 rewritten661 added1,013 removed653 unchanged

Read the changesGo to Item 1A

Jack Henry & Associates Form 10-K, every itemFY2020, filed 25 August 2020, against FY2019, filed 26 August 2019FY2020 on sec.govFY2019 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
ItemAddedRemovedRewrittenUnchangedPage headers and footers changed
Item 1A. RISK FACTORS302847520
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS1422101451320
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK01240
Item 1. BUSINESS841121261060
Item 3. LEGAL PROCEEDINGS00040
Cover and table of contents465363190
Item 1B. UNRESOLVED STAFF COMMENTS00010
Item 2. PROPERTIES00460
Item 4. MINE SAFETY DISCLOSURES00110
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES111912130
Item 6. SELECTED FINANCIAL DATA231920
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA3304905722820
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES00010
Item 9A. CONTROLS AND PROCEDURES00260
Item 9B. OTHER INFORMATION00210
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE00100
Item 11. EXECUTIVE COMPENSATION00010
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS00010
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE00010
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES00110
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES28238120
Item 16. FORM 10-K SUMMARY14151270

Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 1A. RISK FACTORS

47 rewritten, 30 added, 28 removed, 52 unchanged

Rewritten

Computer networks and the Internet are vulnerable to unauthorized access, computer viruses and other disruptive problems such as denial of service [removed: attacks.][added: attacks or other cyber-attacks carried out by cyber criminals or state-sponsored actors.]

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[removed: Other potential attacks include attempts] to [removed: obtain unauthorized access to] confidential information or destroy data, often through the introduction of computer viruses, ransomware or malware, cyber-attacks and other [removed: means.][added: means, which are constantly evolving and difficult to detect.]

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Those same parties may also attempt to fraudulently induce employees, customers, [removed: suppliers,] [added: vendors,] or other users of our systems [added: through phishing schemes or other methods] to disclose sensitive information in order to gain access to our data or that of our customers or clients.

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We are also subject to the risk that our employees may intercept and transmit unauthorized confidential or proprietary [removed: information.][added: information or that employee corporate-owned computers are stolen or customer data media is lost in shipment.]

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[removed: Operational] [added: Failure to maintain sufficient technological infrastructure or operational] failure in our outsourcing facilities could expose us to damage claims, increase regulatory scrutiny and cause us to lose [removed: customers.][added: customers. Our products and services require substantial investments in technological infrastructure.]

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[removed: Failures] [added: Failures] associated with payment transactions could result in financial [removed: loss.][added: loss. The volume and dollar amount of payment transactions that we process is significant and continues to grow.]

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We [removed: settle] [added: direct the settlement of] funds on behalf of financial institutions, other businesses and consumers and receive funds from clients, card issuers, payment networks and [added: consumers on a daily basis for a variety of transaction types.]

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If the continuity of operations, integrity of processing, or ability to detect or prevent fraudulent payments were compromised in connection with payments transactions, [removed: this] [added: we] could [removed: result in] [added: suffer] financial as well as reputational [removed: loss to us.][added: loss.]

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In addition, we rely on various third parties to process transactions and provide services in support of the processing of transactions and funds settlement for certain of our products and [removed: services.][added: services that we cannot provide ourselves.]

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If we are unable to obtain such services in the [removed: future, that could have a material adverse effect on] [added: future or if the price of such services becomes unsustainable,] our business, financial position and results of [removed: operations.][added: operations could be materially and adversely affected.]

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

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[removed: Failures] [added: Failures] of [removed: third party] [added: third-party] service providers we rely upon could lead to financial [removed: loss.][added: loss. We rely on third party service providers to support key portions of our operations.]

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While we have selected these [removed: third party] [added: third-party] vendors carefully, we do not control their actions.

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Such a failure could lead to [removed: damages] [added: damage] claims, loss of customers, and reputational harm, depending on the duration and severity of the failure.

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These third-party vendors are subject to similar risks as us relating to cybersecurity, breakdowns or [removed: failures of their own systems or employees.]

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If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, [added: our customers could be negatively impacted and] it could have a material adverse effect on our business.

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[removed: The] [added: The] software and services we provide to our customers are subject to government regulation that could hinder the development of our business, increase costs, or impose constraints on the way we conduct our [removed: operations.][added: operations. The financial services industry is subject to extensive and complex federal and state regulation.]

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As a supplier of software and services to financial institutions, portions of our operations are examined by the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, [added: the Consumer Financial Protection Bureau,] and the National Credit Union Association, among other regulatory agencies.

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Our customers are also regulated entities, and actions by regulatory authorities could [removed: determine] [added: influence] both the decisions they make concerning the purchase of data processing and other services and the timing and implementation of these decisions.

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[removed: Compliance] [added: Compliance] with new and existing privacy laws, regulations, and rules may adversely impact our expenses, [removed: development,] [added: development] and [removed: strategy.][added: strategy. We are subject to complex laws, rules and regulations related to data privacy and cybersecurity.]

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[removed: Concerns are growing with respect to the] [added: The] use, [removed: confidentiality,] [added: confidentiality] and security of private customer [removed: information.][added: information is under increased scrutiny.]

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This includes rules enacted by the New York Department of Financial Services that require covered financial institutions to have a cybersecurity program along with other compliance [removed: requirements.][added: requirements and the California Consumer Privacy Act effective as of January 2020.]

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The unique data protection regulations issued by multiple agencies [removed: has] [added: have] created a fragmented series of requirements that makes it increasingly complex to comply with all of the mandates in an efficient manner and may increase costs to deliver affected products and services as those requirements are established.

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[removed: Our] [added: Our] business may be adversely impacted by U.S. and global market and economic [removed: conditions.][added: conditions. We derive most of our revenue from products and services we provide to the financial services industry.]

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If the economic environment [removed: worsens,] [added: worsens such that customers are less willing or able to pay the cost of our products and services,] we could face a reduction in demand from current and potential clients for our products and services, which could have [removed: a material adverse effect on our business, results of operations and financial condition.]

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Deterioration in general economic conditions could [removed: reduce] [added: negatively impact consumer confidence and spending, resulting in reduced] transaction volumes and our related revenues.

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[removed: Competition or general economic conditions] [added: Competition] may result in decreased demand or require price reductions or other concessions to [removed: customers] [added: customers,] which could result in lower margins and reduce [removed: income.][added: income. We vigorously compete with a variety of software vendors and service providers in all of our major product lines.]

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If competitors offer more favorable pricing, payment or other contractual terms, warranties, or functionality, or [removed: if general economic conditions decline such that] [added: otherwise attract our] customers [removed: are less willing] or [removed: able to pay the cost of our products and services,] [added: prevent us from capturing new customers] we may need to lower prices or offer [removed: favorable] [added: other] terms [added: that negatively impact our results of operations] in order to successfully compete.

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If we fail to comply with applicable regulations or guidelines, we could be subject to regulatory actions [removed: or rating changes] and suffer harm to our customer relationships and reputation.

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[removed: A] [added: A] material weakness in our internal controls could have a material adverse effect on [removed: us.][added: us. Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to mitigate risk of fraud.]

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If material weaknesses in our internal [removed: control] [added: controls] 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 our business and results of operations or financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence.

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[added: Failure to achieve favorable renewals of service contracts could negatively affect our business.] Our contracts with our customers for outsourced data processing and electronic payment transaction processing services generally run for a period of five or more years.

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Renewal time presents our customers with the opportunity to consider other providers or to renegotiate their contracts with [removed: us.][added: us, including reducing the services we provide or negotiating the prices paid for our services.]

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If we are not successful in achieving high renewal rates upon favorable terms, our [removed: outsourcing] revenues and profit margins will suffer.

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[removed: The] [added: The] loss of key employees could adversely affect our [removed: business.][added: business. We depend on the contributions and abilities of our senior management and other key employees.]

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[added: Failure to comply or readily address compliance and regulatory rule changes made by payment card networks could adversely affect our business.] We are subject to card association and network [added: compliance] rules governing [added: the payment networks we serve, including] Visa, MasterCard, Zelle, [added: and] The Clearing House’s RTP network, and all rules governing the Payment Card Data Security Standards.

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If we fail to comply with these [removed: rules] [added: standards,] 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.

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Changes made by the networks, even [removed: if] [added: when] complied with, may result in reduction in revenues and increased cost of operations.

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[removed: If] [added: If] we fail to adapt our products and services to changes in technology and the markets we serve, we could lose existing customers and be unable to attract new [removed: business.][added: business. The markets for our products and services are characterized by changing customer and regulatory requirements and rapid technological changes.]

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[removed: 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 revenues, as well as lose prospective sales.

New in FY2020

Security problems could damage our reputation and business. Our business relies upon receiving, processing, storing and transmitting sensitive information relating to our operations, employees and customers.

New in FY2020

If we fail to maintain a sufficient digital security infrastructure, address security vulnerabilities and new threats or deploy adequate technologies to secure our systems against attack, we may be subject to security breaches that compromise confidential information, adversely affect our ability to operate our business, damage our reputation and business, adversely affect our results of operations and financial condition and expose us to liability.

New in FY2020

A security failure by one of these third parties could expose our information systems to interruption of operations and security vulnerabilities.

New in FY2020

Other potential attacks include attempts to obtain unauthorized access

New in FY2020

Although none of these types of attacks have had a material effect on our business or operations to date, we anticipate that attempts to attack our systems, services and infrastructure, and those of our customers and vendors, may grow in frequency and sophistication.

New in FY2020

Although we believe our security controls and infrastructure are adequate to protect our systems and data, we cannot be certain that these efforts will be sufficient to combat all current and future technological risks and threats.

New in FY2020

If we fail to adequately invest in and support our technological infrastructure and processing capacity, we may not be able to support our customers’ processing needs and may be more susceptible to interruptions and delays in services.

New in FY2020

failures of their own systems or employees.

New in FY2020

If we fail to comply with such requirements, we could be subject to reputational harm, regulatory enforcement and litigation.

New in FY2020

A widespread public health crisis could adversely affect our results of operations. The widespread outbreak of a communicable illness or disease, such as the outbreak of COVID-19 during 2020, or other public health crises, including government mandates in response to such events, can result in significant economic disruptions and uncertainties and could adversely affect our business, results of operation and financial condition.

New in FY2020

The conditions caused by such events may affect the rate of spending by our customers and their ability to pay for our products and services, delay prospective customers’ purchasing decisions, interfere with our employees’ ability to support our business function, disrupt the ability of third-party providers we rely upon to deliver services, adversely impact our ability to provide on-site services or installations to our customers, or reduce the number of transactions we process, all of which could adversely affect our results of operation and financial position.

New in FY2020

We are unable to accurately predict the impact of such events on our business due to a number of uncertainties, including the duration, severity, geographic reach and governmental responses to such events, the impact on our customers’ and vendors' operations, and our ability to provide products and services, including the impact of our employees working remotely.

New in FY2020

If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.

New in FY2020

a material adverse effect on our business, results of operations and financial condition.

New in FY2020

Such events may reduce the number of our current and potential customers, which could negatively impact our results of operations.

New in FY2020

There is no assurance that we will be able to attract and retain the personnel necessary to maintain the Company’s strategic direction.

New in FY2020

If we are unable to develop or acquire new products and services as

New in FY2020

Software defects or problems with installations may harm our business and reputation and expose us to potential liability. Our software products are complex and may contain undetected defects, especially in connection with newly released products and software updates.

New in FY2020

Software defects may cause interruptions or delays to our services as we attempt to correct the problem.

New in FY2020

We may also experience difficulties in installing or integrating our products on systems used by our customers.

New in FY2020

Defects in our software, installation problems or delays or other difficulties could result in negative publicity, loss of revenues, loss of competitive position or claims against us by customers.

New in FY2020

In addition, we rely on technologies and software supplied by third parties that may also contain undetected errors or defects that could have a negative effect on our business and results of operations.

New in FY2020

Acquisitions subject us to risks and may be costly and difficult to integrate. Acquisitions are difficult to evaluate, and our due diligence may not identify all potential liabilities or valuation issues.

New in FY2020

We may also be subject to risks related to cybersecurity incidents or vulnerabilities of the acquired company and the acquired systems.

New in FY2020

We also use certain open source software in our products, which may subject us to suits by persons claiming ownership of what we believe to be open source software.

New in FY2020

Our failure to protect our intellectual property and proprietary rights may adversely affect our competitive position. Our success and ability to compete depend in part upon protecting our proprietary systems and technology.

New in FY2020

Unauthorized parties may attempt to copy or access systems or technology that we consider proprietary.

New in FY2020

We actively take steps to protect our intellectual property and proprietary rights, including entering into agreements with users of our services for that purpose and maintaining security measures.

New in FY2020

However, these steps may be inadequate to prevent misappropriation.

New in FY2020

Policing unauthorized use of our proprietary rights is difficult and misappropriation or litigation relating to such matters could have a material negative effect on our results of operation.

Dropped from FY2019

Security problems could damage our reputation and business.

Dropped from FY2019

To date, none of these types of attacks have had a material effect on our business or operations.

Dropped from FY2019

Such security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or who may be linked to terrorist organizations or hostile foreign governments.

Dropped from FY2019

Individual personal computers can be stolen, and customer data media can be lost in shipment.

Dropped from FY2019

The volume and dollar amount of payment transactions that we process is significant and continues to grow.

Dropped from FY2019

consumers on a daily basis for a variety of transaction types.

Dropped from FY2019

We rely on third party service providers to support key portions of our operations.

Dropped from FY2019

The financial services industry is subject to extensive and complex federal and state regulation.

Dropped from FY2019

We derive most of our revenue from products and services we provide to the financial services industry.

Dropped from FY2019

Changes in the banking and credit union industry could reduce demand for our products.

Dropped from FY2019

Cyclical fluctuations in economic conditions affect profitability and revenue growth at commercial banks and credit unions.

Dropped from FY2019

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.

Dropped from FY2019

Such conditions could reduce both our sales to new customers and upgrade/complementary product sales to existing customers.

Dropped from FY2019

We could also experience the loss of customers due to their acquisition or financial failure.

Dropped from FY2019

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

Dropped from FY2019

Our failure to comply with regulations or to meet regulatory expectations could adversely affect our business and results of operations.

Dropped from FY2019

While much of our operations are not directly subject to regulations applicable to financial institutions, as a provider of processing services to such institutions, we are examined on a regular basis by various regulatory authorities.

Dropped from FY2019

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

Dropped from FY2019

Failure to achieve favorable renewals of service contracts could negatively affect our outsourcing business.

Dropped from FY2019

We depend on the contributions and abilities of our senior management and other key employees.

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

We have augmented the growth of our business with a number of acquisitions and we plan to continue to acquire appropriate businesses, products and services.

Dropped from FY2019

We have agreed to indemnify many of our customers against claims that our products and services infringe on the proprietary rights of others.

Dropped from FY2019

Our primary market consists of approximately 5,363 commercial and savings banks and more than 5,480 credit unions.

Dropped from FY2019

Acquisitions may be costly and difficult to integrate.

Dropped from FY2019

Expansion of services to non-traditional customers could expose us to new risks.

Dropped from FY2019

Our balance sheet includes goodwill and intangible assets that represent a significant portion of our total assets at June 30, 2019.

An excerpt. Shown here: 40 of 47 rewritten, all 30 added and all 28 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.

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

145 rewritten, 142 added, 210 removed, 132 unchanged

Rewritten

All dollar and share amounts, except per share amounts, are in thousands and discussions compare fiscal [removed: 2019 to fiscal 2018 and compare fiscal 2018] [added: 2020] to fiscal [removed: 2017.][added: 2019.]

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[removed: OVERVIEW][added: OVERVIEW]

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Jack Henry & Associates, Inc. [removed: (JHA)] is headquartered in Monett, Missouri, employs approximately [removed: 6,500] [added: 6,800] associates nationwide, and is a leading provider of technology solutions and payment processing services primarily for financial services organizations.

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Its solutions serve [removed: over 9,000] [added: nearly 8,700] customers and are marketed and supported through three primary brands.

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

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[removed: The quality] of our solutions, our high service standards, and the fundamental way we do business typically foster long-term customer relationships, attract prospective customers, and have enabled us to capture substantial market share.

Rewritten

Services and support includes: [removed: "Outsourcing] [added: "outsourcing] and cloud" fees that predominantly have contract terms of five years or [removed: longer] [added: greater] at inception; [removed: "Product] [added: "product] delivery and services" revenue, which includes revenue from the sales of licenses, implementation services, deconversion fees, consulting, and hardware; and [removed: "In-house] [added: "in-house] support" revenue, which is composed of maintenance fees which primarily contain annual contract terms.

Rewritten

Processing revenue includes: [removed: "Remittance"] [added: "remittance"] revenue from payment processing, remote capture, and [removed: automated clearing house (ACH)] [added: ACH] transactions; [removed: "Card"] [added: "card"] fees, including card transaction processing and monthly fees; and [removed: "Transaction] [added: "transaction] and digital" revenue, which includes transaction and mobile processing fees.

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[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

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[removed: FISCAL 2019] [added: FISCAL 2020] COMPARED TO FISCAL [removed: 2018][added: 2019]

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Deconversion fees [removed: decreased $15,941] [added: increased $23,684 to $53,914,] compared to the prior fiscal year.

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Revenue from fiscal [removed: 2019] [added: 2020] acquisitions totaled [removed: $1,052.][added: $8,969.]

Rewritten

Excluding these factors, [removed: total] [added: adjusted] revenue increased 7%, with growth in each of our revenue streams as discussed in detail below.

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Operating expenses increased [removed: 8%] [added: 9%] year over year, primarily due to [added: costs related to our new card payment processing platform,] increased salaries and benefits in fiscal [removed: 2019,] [added: 2020,] partly due to increased headcount compared to fiscal [removed: 2018, costs related to our new card payment processing platform, bonuses provided by the Company] [added: 2019, increases] in [removed: response to the lower tax rate resulting from the TCJA, the Ensenta acquisition, increased rent expense] related [removed: to new facilities,] [added: revenue,] and increased [added: depreciation and] amortization expense.

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We move into fiscal [removed: 2020] [added: 2021] following [removed: a] strong performance in fiscal [removed: 2019.][added: 2020.]

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

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A detailed discussion of the major components of the results of operations for the fiscal year ended June 30, [removed: 2019] [added: 2020] follows.

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[removed: REVENUE][added: REVENUE]

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

Rewritten

| Services and Support | [added: | | $ | 1,051,451 | | | | |] $ | 958,489 | | | [removed: $] | [removed: 920,739] | [added: 10] | | [removed: 4] [added: %] | [removed: %] | [added: | | | | |]

Rewritten

| Percentage of total revenue | [added: | | 62 | | % | | | |] 62 | | % | | [removed: 63] | | [removed: %] | | | | [added: | | | | |]

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[added: Our two primary revenue streams are "services and support" and "processing."] Services and support includes: [removed: "Outsourcing] [added: "outsourcing] and cloud" fees that predominantly have contract terms of five years or [removed: greater] [added: longer] at inception; [removed: "Product] [added: "product] delivery [removed: &] [added: and] services" revenue, which includes revenue from the sales of licenses, implementation services, deconversion fees, consulting, and hardware; and [removed: "In-house] [added: "in-house] support" revenue, [removed: which is] composed of maintenance fees which primarily contain annual contract terms.

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In the fiscal year ended June 30, [removed: 2019,] [added: 2020,] services and support revenue grew [removed: 4%] [added: 10%] over the prior fiscal year.

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Excluding deconversion [removed: fees,] [added: fees from each period,] which totaled [removed: $30,230] [added: $53,914] in fiscal [removed: 2019] [added: 2020] and [removed: $46,171] [added: $30,230] in fiscal [removed: 2018,] [added: 2019] and excluding revenue from [added: the] fiscal [removed: 2019 acquisitions] [added: 2020 acquisition] totaling [removed: $944,] [added: $8,969, adjusted] services and support revenue grew 6%.

Rewritten

The [added: adjusted] increase was primarily driven by an increase in outsourcing and cloud revenue resulting from organic growth in [removed: hosting and] data processing [removed: fees complemented by added] [added: and hosting fee revenue, as well as higher implementation fee] revenue [removed: from Ensenta.][added: primarily related to our private cloud offerings.]

Rewritten

[removed: In-house support] [added: Higher software usage] revenue [added: within in-house support] also contributed to the increase, [removed: primarily from higher software usage revenue] resulting partially from the addition of new customers.

Rewritten

These increases were partially offset by decreased [added: maintenance fees within in-house support revenue and on-premise implementation fees within] product delivery and services revenue due to [removed: reduced license and in-house implementation revenue as] more customers [removed: opted] [added: opting] for outsourced delivery.

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

Rewritten

| Processing | [added: | | $ | 645,616 | | | | |] $ | 594,202 | | | [removed: $] | [removed: 550,058] | [added: 9] | | [removed: 8] [added: %] | [removed: %] | [added: | | | | |]

Rewritten

| Percentage of total revenue | [added: | | 38 | | % | | | |] 38 | | % | | [removed: 37] | | [removed: %] | | | | [added: | | | | |]

Rewritten

Processing revenue includes: [removed: "Remittance"] [added: "remittance"] revenue from payment processing, remote capture, and [removed: automated clearing house (ACH)] [added: ACH] transactions; [removed: "Card"] [added: "card"] fees, including card transaction processing and monthly fees; and [removed: "Transaction] [added: "transaction] and digital" revenue, which includes transaction and mobile processing fees.

Rewritten

Processing revenue increased [removed: 8%] [added: 9%] for the fiscal year ended June 30, [removed: 2019 as] [added: 2020] compared to the fiscal year ended June 30, [removed: 2018,] [added: 2019,] with strong organic growth in each [removed: component, complemented by added remittance revenue from Ensenta.][added: component.]

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[removed: OPERATING EXPENSES][added: OPERATING EXPENSES]

Rewritten

| [removed: Cost] [added: Cost] of [removed: Revenue] [added: Revenue] | [added: | |] Year Ended June 30, | | | | | | | | [added: | | | | | | | | | |] % Change | | [added: |]

Rewritten

| Cost of Revenue | [added: | | $ | 1,008,464 | | | | |] $ | 923,030 | | | [removed: $] | [removed: 853,138] | [added: 9] | | [removed: 8] [added: %] | [removed: %] | [added: | | | | |]

Rewritten

| Percentage of total revenue | [added: | | 59 | | % | | | |] 59 | | % | | [removed: 58] | | [removed: %] | | | | [added: | | | | |]

Rewritten

Cost of [removed: Revenue increased 8% compared to fiscal 2018, and] [added: revenue] increased [removed: 1%] [added: 4%] as a percentage of [removed: total revenue.][added: revenue for fiscal 2020 compared to fiscal 2019.]

Rewritten

The [added: adjusted] increase was driven by [removed: increased salaries and benefits;] higher direct costs of product, including spending related to the ongoing project to expand our credit and debit card [removed: platform; increased amortization expense;] [added: platform,] and [added: increases in related revenue;] higher [removed: rent] [added: salary and benefit expenses, in part due to a 5% increase in headcount at June 30, 2020 compared to a year ago that reflects organic growth within our product lines; and increased depreciation and amortization] expense [added: mainly] related to [removed: new facilities.][added: capitalized software.]

Rewritten

| [removed: Research & Development] [added: Research and Development] | [added: | |] Year Ended June 30, | | | | | | | | [added: | | | | | | | | | |] % Change | | [added: |]

Rewritten

| Research [removed: &] [added: and] Development | [added: | | $ | 109,988 | | | | |] $ | 96,378 | | | [removed: $] | [removed: 90,340] | [added: 14] | | [removed: 7] [added: %] | [removed: %] | [added: | | | | |]

New in FY2020

Discussions of fiscal 2018 items and comparisons between fiscal 2018 and fiscal 2019 that are not included in this Form 10-K can be found in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019.

New in FY2020

The quality

New in FY2020

COVID-19 Impact and Response

New in FY2020

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic and the President of the United States declared the outbreak as a national emergency.

New in FY2020

As COVID-19 has rapidly spread, federal, state and local governments have responded by imposing varying degrees of restrictions, including widespread “stay-at-home” orders, social distancing requirements, travel limitations, quarantines, and forced closures or limitations on operations of non-essential businesses.

New in FY2020

Such restrictions have resulted in significant economic disruptions and uncertainty.

New in FY2020

The health, safety, and well-being of our employees and customers is of paramount importance to us.

New in FY2020

In March 2020, we established an internal task force composed of executive officers and other members of management to frequently assess updates to the COVID-19 situation and recommend Company actions.

New in FY2020

We offered remote working as a recommended option to employees whose job duties allow them to work off-site.

New in FY2020

This recommended remote working option is currently extended until at least January 4, 2021, and our internal task force will continue to evaluate recommending further extensions.

New in FY2020

Based on guidance from the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency, the Company was designated as essential critical infrastructure because of our support of the financial services industry.

New in FY2020

As of August 13, 2020, the majority of our employees were working remotely.

New in FY2020

Our internal task force considers federal, state and local guidance, as well as employee-specific and facility-specific factors, when recommending Company actions.

New in FY2020

At such time that our internal task force recommends that our remote employees begin to return to our facilities, we have prepared procedures to assist with a safe, gradual and deliberate approach, including a return-to-office training, enhanced sanitation procedures and face mask requirements, which are currently being utilized by our employees who are required to be on site to perform their required job functions.

New in FY2020

We have suspended all non-essential business travel until at least January 4, 2021, and our internal task force will continue to evaluate the need for further extensions.

New in FY2020

We have put additional safety precautions into place for travel that is essential.

New in FY2020

We have also updated the health benefits available to our employees by waiving out-of-pocket expenses related to testing and treatment of COVID-19.

New in FY2020

Despite the move to a principally remote workforce, we honored our 2020 summer internship program through virtual methods.

New in FY2020

*Customers*

New in FY2020

We are working closely with our customers who are scheduled for on-site visits to ensure their needs are met while taking necessary safety precautions when our employees are required to be at a customer site.

New in FY2020

Delays of customer system installations due to COVID-19 have been limited, and we have developed processes to handle remote installations when available.

New in FY2020

We expect these processes to provide flexibility and value both during and after the

New in FY2020

COVID-19 pandemic.

New in FY2020

However, we have experienced delays related to continuing customer migrations to our new card processing platform.

New in FY2020

We are on track to meet the revised schedule to complete migrations of our core customers by September 30, 2020, and non-core customers by March 31, 2021, to the new platform.

New in FY2020

We continue to work with our customers to support them during this difficult time, and, to that end, have waived certain late fees in connection with our products and services.

New in FY2020

We have also enhanced our lending service offerings to support the Paycheck Protection Program that was introduced by the CARES Act, which was signed into law on March 27, 2020.

New in FY2020

Even though a substantial portion of our workforce has worked remotely during the outbreak and business travel has been curtailed, we have not yet experienced significant disruption to our operations.

New in FY2020

We believe our technological capabilities are well positioned to allow our employees to work remotely for the foreseeable future without materially impacting our business.

New in FY2020

*Financial impact*

New in FY2020

We saw a decrease of card processing transaction volumes late in the third quarter of fiscal 2020 and into the early portion of the fourth quarter due to COVID-19, which slowed the rate of growth of our processing revenue for those periods versus a year ago.

New in FY2020

In addition, installations have been delayed and the associated revenue pushed from the current period to future periods.

New in FY2020

These headwinds may also impact our processing and installation revenues moving into fiscal 2021.

New in FY2020

Although transaction levels have since returned to more normal levels, the recurrence of lower-than-normal card processing transaction rates is uncertain and will depend upon when requirements for business closures and other restrictions are normalized and how quickly economic recovery occurs.

New in FY2020

Despite the changes and restrictions caused by COVID-19, the overall financial and operational impact on our business has been limited and our liquidity, balance sheet, and business trends remain strong.

New in FY2020

We experienced positive operating cash flows during the fourth quarter, and we do not expect that to change in the near term.

New in FY2020

However, we are unable to accurately predict the future impact of COVID-19 due to a number of uncertainties, including further government actions, the duration, severity and recurrence of the outbreak, the speed of economic recovery and the potential impact to our customers, vendors, and employees, as well as how the potential impact might affect future customer services, processing revenue, and processes and efficiencies within the Company directly or indirectly impacting financial results.

New in FY2020

We will continue to monitor COVID-19 and its possible impact on the Company and to take steps necessary to protect the health and safety of our employees and customers.

New in FY2020

For a further discussion of the uncertainties and risks associated with COVID-19, see Part II, Item 1A “Risk Factors” in this Annual Report on Form 10-K.

New in FY2020

In fiscal 2020, revenues increased 9% or $144,376 compared to fiscal 2019.

Dropped from FY2019

ProfitStars® provides

Dropped from FY2019

Our two primary revenue streams are "Services and support" and "Processing".

Dropped from FY2019

We continue to focus on our objective of providing the best integrated solutions, products and customer service to our clients.

Dropped from FY2019

We are cautiously optimistic regarding ongoing economic improvement and expect our clients to continue investing in our products and services to improve their operating efficiencies and performance.

Dropped from FY2019

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

Dropped from FY2019

Regulatory conditions and legislation will continue to impact financial institutions' discretionary spending.

Dropped from FY2019

In fiscal 2019, revenues increased 6% or $81,894 compared to fiscal 2018.

Dropped from FY2019

The TCJA had a large impact on our fiscal 2018 provision/ (benefit) for income taxes and net income, which impacted year-over-year comparison as discussed below.

Dropped from FY2019

Fiscal years 2018 and 2017 have been recast to reflect our retrospective adoption of Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, and related amendments, collectively referred to as Accounting Standards Codification ("ASC") 606.

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

| | 2019 | | | | 2018 | | | | | |

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

| | 2019 | | | | 2018 | | | | | |

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

| | 2019 | | | | 2018 | | | | | |

Dropped from FY2019

Excluding costs related to deconversions, fiscal 2019 acquisitions, and bonuses provided by the Company in response to the lower tax rate resulting from the TCJA, cost of revenue increased 7%.

Dropped from FY2019

The Company continues to focus on cost management.

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

| | 2019 | | | | 2018 | | | | | |

Dropped from FY2019

Research and development expenses increased 7% primarily due to increased salary and benefit expenses, in part due to a 3% increase in headcount, but were consistent with the prior year as a percentage of total revenue.

Dropped from FY2019

Excluding the bonuses provided by the Company in response to the lower tax rate following the TCJA and costs attributable to companies acquired in fiscal 2019, research and development expense increased 4%.

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

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

Dropped from FY2019

| | 2019 | | | | 2018 | | | | | |

Dropped from FY2019

Excluding bonuses provided by the Company in response to the lower tax rate resulting from the TCJA, selling, general, and administrative expense increased 6%.

Dropped from FY2019

These expenses increased primarily due to increased commissions, salaries, and benefits.

Dropped from FY2019

Gains on Disposal of Businesses

Dropped from FY2019

No businesses were disposed during fiscal 2019.

Dropped from FY2019

In fiscal 2018, we recognized gains on the disposal of businesses totaling $1,894 due to the sales of our ATM Manager and jhaDirect product lines.

Dropped from FY2019

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

Dropped from FY2019

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

An excerpt. Shown here: 40 of 145 rewritten, 40 of 142 added and 40 of 210 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 FY2020 filing and the FY2019 filing.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 rewritten, 0 added, 1 removed, 4 unchanged

Rewritten

We are currently exposed to credit risk on credit extended to customers and interest risk on [added: outstanding debt.]

Rewritten

We have no outstanding debt with variable interest rates as of June 30, [removed: 2019,] [added: 2020] and are therefore not currently exposed to interest rate risk.

Dropped from FY2019

outstanding debt.

Item 1. BUSINESS

126 rewritten, 84 added, 112 removed, 106 unchanged

Rewritten

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

Rewritten

Today, the Company’s extensive array of products and services includes processing transactions, automating business processes, and managing information for [removed: over 9,000] [added: nearly 8,700] financial institutions and diverse corporate entities.

Rewritten

[removed: | • |] Symitar [removed: is a leading provider of core data processing solutions for credit unions of all sizes, with over 830 credit union customers. Symitar] markets two functionally distinct core processing platforms and more than 100 integrated complementary solutions that support both in-house and outsourced operating environments. [removed: |]

Rewritten

[removed: | • | ProfitStars is a leading provider of highly specialized 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 traditional financial services organizations of all asset sizes and charters, and non-traditional diverse corporate entities with over [removed: 9,000] [added: 8,600] customers, including over [removed: 7,200] [added: 6,800] non-core customers. [removed: |]

Rewritten

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

Rewritten

Information regarding the classification of our business into four separate segments is set forth in Note [removed: 13] [added: 14] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] (see Item 8).

Rewritten

JHA’s progress and performance have been guided by the focused work ethic and fundamental ideals fostered by the Company’s founders [removed: 43] [added: 44] years ago:

Rewritten

[removed: | • |] [added: -] Do the right thing, [removed: |]

Rewritten

[removed: | • |] [added: -] Do whatever it takes, and [removed: |]

Rewritten

[removed: | • |] [added: -] Have fun. [removed: |]

Rewritten

[removed: Industry Background][added: Industry Background]

Rewritten

According to the Federal Deposit Insurance Corporation (“FDIC”), there were approximately [removed: 5,360] [added: 5,131] commercial banks [added: and savings institutions in this asset range as of December 31, 2019.]

Rewritten

Jack Henry Banking currently supports [removed: nearly 1,030] [added: approximately 1,000] 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 more than [removed: 5,480] [added: 5,340] domestic credit unions as of December 31, [removed: 2018.][added: 2019.]

Rewritten

Symitar currently supports [removed: over 830] [added: nearly 840] of these credit unions with core information processing platforms and complementary products and services.

Rewritten

ProfitStars currently supports over [removed: 9,000] [added: 8,600] 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: 21%] [added: 20%] from the beginning of calendar year 2014 to the end of calendar year [removed: 2018,] [added: 2019,] due mainly to mergers.

Rewritten

Although the number of banks declined at a [removed: 5%] [added: 4%] compound annual rate during this period, aggregate assets increased at a compound annual rate of 4% and totaled [removed: $16.7] [added: $17.5] trillion as of December 31, [removed: 2018.][added: 2019.]

Rewritten

There were [removed: eight] [added: thirteen] new bank charters issued in calendar year [removed: 2018,] [added: 2019,] compared to [removed: five] [added: eight] in the [removed: 2017] [added: 2018] calendar year.

Rewritten

Comparing calendar years [removed: 2018] [added: 2019] to [removed: 2017,] [added: 2018,] the number of mergers increased [removed: 13%.][added: 63%.]

Rewritten

CUNA reports the number of credit unions declined [removed: 18%] [added: 16%] from the beginning of calendar year 2014 to the end of calendar year [removed: 2018.][added: 2019.]

Rewritten

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 [removed: 6%] [added: 7%] and totaled [removed: $1.5] [added: $1.6] trillion as of December 31, [removed: 2018.][added: 2019.]

Rewritten

Institutions are recognizing that attracting and retaining customers/members in today’s highly competitive financial industry and realizing near-term and long-term performance goals are often [removed: technology-dependent.][added: technology dependent.]

Rewritten

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

Rewritten

[removed: | • |] [added: -] Maximize performance with accessible, accurate, and timely business intelligence information; [removed: |]

Rewritten

[removed: | • |] [added: -] Offer the high-demand products and services needed to successfully compete with traditional competitors and non-traditional competitors created by convergence within the financial services industry; [removed: |]

Rewritten

[removed: | • |] [added: -] Enhance the customer/member experience at varied points of contact; [removed: |]

Rewritten

[removed: | • |] [added: -] Expand existing customer/member relationships and strengthen exit barriers by cross selling additional products and services; [removed: |]

Rewritten

[removed: | • |] [added: -] Capitalize on new revenue and deposit growth opportunities; [removed: |]

Rewritten

[removed: | • |] [added: -] Increase operating efficiencies and reduce operating costs; [removed: |]

Rewritten

[removed: | • |] [added: -] Protect mission-critical information assets and operational infrastructure; [removed: |]

Rewritten

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

Rewritten

[removed: | • |] [added: -] Maximize the day-to-day use of technology and return on technology investments; and [removed: |]

Rewritten

[removed: | • |] [added: -] Ensure full regulatory compliance. [removed: |]

Rewritten

We strive to establish a long-term, value-added technology partnership with each customer, and to continually expand our [removed: offering] [added: offerings] with the specific solutions our customers need to prosper in the evolving financial services industry.

Rewritten

[removed: Mission Statement][added: Mission Statement]

Rewritten

Our mission is to [removed: protect and increase the value of our stockholders' investment by providing] [added: provide] quality solutions and industry-leading service to our customers.

Rewritten

[removed: | • | Maintain] [added: In doing so, we encourage] a work environment that is personally, professionally, and financially rewarding for our [removed: employees. |][added: employees while we protect and increase the value of our stockholders' investment.]

Rewritten

[removed: Business Strategy][added: Business Strategy]

Rewritten

Our fundamental business strategy is to generate organic revenue and earnings growth [removed: supplemented] [added: augmented] by strategic acquisitions.

New in FY2020

- Jack Henry Banking is a leading provider of integrated data processing systems to approximately 1,000 banks ranging from community banks to multi-billion-dollar institutions with assets of up to $50 billion.

New in FY2020

The number of banks we serve has decreased in the last year due to acquisitions and mergers within the banking industry, which are discussed further under the heading "Industry Background" in this Item 1.

New in FY2020

Our banking solutions support both in-house and outsourced operating environments with three functionally distinct core processing platforms and more than 140 integrated complementary solutions.

New in FY2020

- Symitar is a leading provider of core data processing solutions for credit unions of all sizes, with nearly 840 credit union customers.

New in FY2020

- ProfitStars is a leading provider of highly specialized core agnostic products and services to financial institutions that are primarily not core customers of the Company.

New in FY2020

ProfitStars' more than 100 integrated complementary solutions offer highly specialized financial performance, imaging and payments processing, information security and risk management, retail delivery, and online and mobile solutions.

New in FY2020

COVID-19 Impact and Response

New in FY2020

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic and the President of the United States declared the outbreak as a national emergency.

New in FY2020

As COVID-19 has

New in FY2020

rapidly spread, federal, state and local governments have responded by imposing varying degrees of restrictions, including widespread “stay-at-home” orders, social distancing requirements, travel limitations, quarantines, and forced closures or limitations on operations of non-essential businesses.

New in FY2020

Such restrictions have resulted in significant economic disruptions and uncertainty.

New in FY2020

The health, safety, and well-being of our employees and customers is of paramount importance to us.

New in FY2020

In March 2020, we established an internal task force composed of executive officers and other members of management to frequently assess updates to the COVID-19 situation and recommend Company actions.

New in FY2020

We offered remote working as a recommended option to employees whose job duties allow them to work off-site.

New in FY2020

This recommended remote working option is currently extended until at least January 4, 2021, and our internal task force will continue to evaluate recommending further extensions.

New in FY2020

Based on guidance from the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency, the Company was designated as essential critical infrastructure because of our support of the financial services industry.

New in FY2020

As of August 13, 2020, the majority of our employees were working remotely.

New in FY2020

Our internal task force considers federal, state and local guidance, as well as employee-specific and facility-specific factors, when recommending Company actions.

New in FY2020

At such time that our internal task force recommends that our remote employees begin to return to our facilities, we have prepared procedures to assist with a safe, gradual and deliberate approach, including a return-to-office training, enhanced sanitation procedures and face mask requirements, which are currently being utilized by our employees who are required to be on site to perform their required job functions.

New in FY2020

We have suspended all non-essential business travel until at least January 4, 2021, and our internal task force will continue to evaluate the need for further extensions.

New in FY2020

We have put additional safety precautions into place for travel that is essential.

New in FY2020

We have also updated the health benefits available to our employees by waiving out-of-pocket expenses related to testing and treatment of COVID-19.

New in FY2020

Despite the move to a principally remote workforce, we honored our 2020 summer internship program through virtual methods.

New in FY2020

*Customers*

New in FY2020

We are working closely with our customers who are scheduled for on-site visits to ensure their needs are met while taking necessary safety precautions when our employees are required to be at a customer site.

New in FY2020

Delays of customer system installations due to COVID-19 have been limited, and we have developed processes to handle remote installations when available.

New in FY2020

We expect these processes to provide flexibility and value both during and after the COVID-19 pandemic.

New in FY2020

However, we have experienced delays related to continuing customer migrations to our new card processing platform.

New in FY2020

We are on track to meet the revised schedule to complete migrations of our core customers by September 30, 2020, and non-core customers by March 31, 2021, to the new platform.

New in FY2020

We continue to work with our customers to support them during this difficult time, and, to that end, have waived certain late fees in connection with our products and services.

New in FY2020

We have also enhanced our lending service offerings to support the Paycheck Protection Program that was introduced by the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, which was signed into law on March 27, 2020.

New in FY2020

Even though a substantial portion of our workforce has worked remotely during the outbreak and business travel has been curtailed, we have not yet experienced significant disruption to our operations.

New in FY2020

We believe our technological capabilities are well positioned to allow our employees to work remotely for the foreseeable future without materially impacting our business.

New in FY2020

*Financial impact*

New in FY2020

We saw a decrease of card processing transaction volumes late in the third quarter of fiscal 2020 and into the early portion of the fourth quarter due to COVID-19, which slowed the rate of growth of our processing revenue for those periods versus a year ago.

New in FY2020

In addition, installations have been delayed and the associated revenue pushed from the current period to future periods.

New in FY2020

These headwinds may also impact our processing and installation revenues moving into fiscal 2021.

New in FY2020

Although transaction levels have since returned to more normal levels, the recurrence of lower-than-normal card processing transaction rates is uncertain and will depend upon when requirements for business closures and other restrictions are normalized and how quickly economic recovery occurs.

New in FY2020

Despite the changes and restrictions caused by COVID-19, the overall financial and operational impact on our business has been limited and our liquidity, balance sheet, and business trends remain strong.

New in FY2020

We experienced positive operating cash flows during the fourth quarter, and we do not expect that to change in the near term.

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| • | Jack Henry Banking is a leading provider of integrated data processing systems to nearly 1,030 banks ranging from community banks to multi-billion-dollar institutions with assets of up to $50 billion. The number of banks we serve has decreased in the last year due to acquisitions and mergers within the banking industry, which are discussed further under the heading "Industry Background" in this Item 1. Our banking solutions support both in-house and outsourced operating environments with three functionally distinct core processing platforms and more than 140 integrated complementary solutions. |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

and savings institutions in this asset range as of December 31, 2018.

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

In accomplishing this, we feel that it is important to:

Dropped from FY2019

| | |

Dropped from FY2019

| --- | --- |

Dropped from FY2019

| | |

An excerpt. Shown here: 40 of 126 rewritten, 40 of 84 added and 40 of 112 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.

Cover and table of contents

63 rewritten, 46 added, 53 removed, 19 unchanged

Rewritten

[removed: 10-K 1 jkhy-20190630x10k.htm FORM 10-K FOR FISCAL YEAR ENDED JUNE] [added: For the fiscal year ended June] 30, [removed: 2019][added: 2020]

Rewritten

[removed: UNITED STATES][added: UNITED STATES]

Rewritten

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

Rewritten

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

Rewritten

[removed: FORM 10-K][added: FORM 10-K]

Rewritten

[removed: ANNUAL REPORT][added: ANNUAL REPORT]

Rewritten

[removed: PURSUANT] [added: PURSUANT] TO SECTION 13 OR [removed: 15(d)][added: 15(d)]

Rewritten

[removed: OF] [added: OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

Rewritten

[removed: (Mark One)][added: (Mark One)]

Rewritten

| [removed: (X)] [added: ☒] | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Rewritten

| [removed: ( )] [added: ☐] | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | | | | |]

Rewritten

| | [added: | |] For the transition period from ______________ to ________________ | [added: | | | | |]

Rewritten

[removed: JACK] [added: JACK] HENRY & ASSOCIATES, [removed: INC.][added: INC.]

Rewritten

| Delaware | | [added: | | | |] 43-1128385 | [added: | |]

Rewritten

| (State or Other Jurisdiction of Incorporation) | | [added: | | | |] (I.R.S Employer Identification No.) | [added: | |]

Rewritten

[removed: 663] [added: 663] Highway 60, P.O. Box 807, Monett, MO [removed: 65708][added: 65708]

Rewritten

[removed: 417-235-6652][added: 417-235-6652]

Rewritten

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]

Rewritten

| Common Stock ($0.01 par value) | [added: | |] JKHY | [removed: NASDAQ] [added: | | Nasdaq] Global Select Market | [added: | |]

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On December 31, [removed: 2018,] [added: 2019,] the aggregate market value of the Common Stock held by persons other than those who may be deemed affiliates of Registrant was [removed: $10,791,330,916] [added: $11,058,596,650] (based on the average of the reported high and low sales prices on [removed: NASDAQ] [added: Nasdaq] on December 31, [removed: 2018).][added: 2019).]

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As of August [removed: 15, 2019,] [added: 14, 2020,] the Registrant had [removed: 77,000,307] [added: 76,641,833] shares of Common Stock outstanding ($0.01 par value).

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[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

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Portions of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Report to the extent stated herein.

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Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the Company's fiscal year ended June 30, [removed: 2019.][added: 2020.]

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[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

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| | | [added: | | | |] Page Reference | [added: | |]

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| [removed: PART I] [added: PART I] | | | [added: | | | | | |]

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| ITEM 1. | [added: | |] BUSINESS | [removed: [5](#s4F8F04C16CDB529BB848B39303F35F9D)] | [added: | [5](#ie7664e9b167940a698307622678a11d0_13) | | |]

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| ITEM 1A. | [added: | |] RISK FACTORS | [removed: [13](#s65001136C4A95AC681804BB31E01F248)] | [added: | [14](#ie7664e9b167940a698307622678a11d0_16) | | |]

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| ITEM 1B. | [added: | |] UNRESOLVED STAFF COMMENTS | [removed: [16](#s30856EAF758057D0BB8F0885FBCF6395)] | [added: | [19](#ie7664e9b167940a698307622678a11d0_19) | | |]

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| ITEM 2. | [added: | |] PROPERTIES | [removed: [16](#s3C7782FACE29538CBB6BC79FBCBE8C68)] | [added: | [19](#ie7664e9b167940a698307622678a11d0_22) | | |]

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| ITEM 3. | [added: | |] LEGAL PROCEEDINGS | [removed: [17](#sE201D2664B8B5031BD00014F6750F146)] | [added: | [19](#ie7664e9b167940a698307622678a11d0_25) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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An excerpt. Shown here: 40 of 63 rewritten, 40 of 46 added and 40 of 53 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.

Item 2. PROPERTIES

4 rewritten, 0 added, 0 removed, 6 unchanged

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We own 154 acres located in Monett, Missouri on which we maintain eight office buildings, plus shipping [removed: &] [added: and] receiving, security, and maintenance buildings.

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We also own buildings in [removed: Houston, Texas;] Allen, Texas; Albuquerque, New Mexico; Birmingham, Alabama; Lenexa, Kansas; Angola, Indiana; Shawnee Mission, Kansas; [removed: Rogers, Arkansas;] Oklahoma City, Oklahoma; [removed: Elizabethtown, Kentucky;] Springfield, Missouri and San Diego, California.

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Our owned facilities represent approximately [removed: 1,000,000] [added: 906,000] square feet of office space in [removed: ten] [added: eight] states.

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We have [removed: 39] [added: 42] leased office facilities in [removed: 23] [added: 24] states, which total approximately [removed: 722,275] [added: 775,000] square feet.

Item 4. MINE SAFETY DISCLOSURES

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[removed: PART II][added: PART II]

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

12 rewritten, 11 added, 19 removed, 13 unchanged

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On August [removed: 15, 2019,] [added: 14, 2020,] there were approximately [removed: 145,300] [added: 198,654] holders of the Company’s common stock, including individual participants in security position listings.

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[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

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The following shares of the Company were repurchased during the quarter ended June 30, [removed: 2019:][added: 2020:]

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

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(1) [removed: 250,000] [added: No] shares were purchased through a publicly announced repurchase plan.

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[removed: Performance Graph][added: Performance Graph]

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The following chart presents a comparison for the five-year period ended June 30, [removed: 2019,] [added: 2020,] of the market performance of the Company’s common stock with the [removed: S&P] [added: Standard & Poor's] 500 [added: ("S&P 500")] Index and an index of peer companies selected by the Company.

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[removed: COMPARISON] [added: COMPARISON] OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN][added: RETURN]

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[removed: ![chart-4df2995277cf59cbae0a01.jpg](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/chart-4df2995277cf59cbae0a01.jpg)][added: ![jkhy-20200630_g1.jpg](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630_g1.jpg)]

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| | [removed: 2014] | | [removed: 2015] [added: 2015] | | [removed: 2016] | [added: 2016] | [removed: 2017] | | [removed: 2018] [added: 2017] | | [removed: 2019] | [added: 2018] | [added: | | 2019 | | | 2020 | | |]

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This comparison assumes $100 was invested on June 30, [removed: 2014,] [added: 2015] and assumes reinvestments of dividends.

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Companies in the [removed: 2019] [added: fiscal 2020] peer group are ACI Worldwide, Inc.; Black Knight, Inc.; Bottomline [removed: Technologies,] [added: Technologies (de),] Inc.; Broadridge Financial Solutions, Inc.; Cardtronics plc; CoreLogic, Inc.; Euronet Worldwide, Inc.; ExlService Holdings, Inc.; Fair Isaac [removed: Corp.;] [added: Corporation;] Fidelity National Information Services, Inc.; Fiserv, Inc.; Fleetcor Technologies, Inc.; Global [removed: Payments,] [added: Payments] Inc.; Square, Inc.; SS&C Technologies Holdings, Inc.; [removed: Total System Services, Inc.;] Tyler Technologies, Inc.; Verint Systems, Inc.; and [removed: WEX,] [added: WEX] Inc. [added: Total System Services, Inc. was acquired by Global Payments Inc. on September 17, 2019 and was removed from the peer group.]

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| April 1- April 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | 2,997,713 | | |

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| May 1- May 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | 2,997,713 | | |

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| June 1- June 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | 2,997,713 | | |

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| Total | | | — | | | | | | $ | — | | | | | — | | | | | | 2,997,713 | | |

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| JKHY | | | 100.00 | | | 136.74 | | | 164.83 | | | 209.35 | | | 217.43 | | | 301.97 | | |

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| 2020 Peer Group | | | 100.00 | | | 112.09 | | | 130.82 | | | 175.85 | | | 216.00 | | | 234.43 | | |

New in FY2020

| S&P 500 | | | 100.00 | | | 103.99 | | | 122.60 | | | 140.23 | | | 154.83 | | | 166.45 | | |

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On that same date the last sale price of the common shares as reported on NASDAQ was $141.94 per share.

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| April 1- April 30, 2019 | — | | | $ | — | | | — | | | 3,732,713 | |

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| May 1- May 31, 2019 | 250,000 | | | $ | 134.35 | | | 250,000 | | | 3,482,713 | |

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| June 1- June 30, 2019 | — | | | $ | — | | | — | | | 3,482,713 | |

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| Total | 250,000 | | | $ | 134.35 | | | 250,000 | | | 3,482,713 | |

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| JKHY | 100.00 | | 110.51 | | 151.12 | | 182.15 | | 231.36 | | 240.29 | |

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| 2019 Peer Group | 100.00 | | 126.23 | | 142.94 | | 166.15 | | 224.73 | | 281.09 | |

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| 2018 Peer Group | 100.00 | | 127.40 | | 151.16 | | 177.26 | | 228.97 | | 286.22 | |

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| S&P 500 | 100.00 | | 107.42 | | 111.71 | | 131.70 | | 150.64 | | 166.33 | |

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Some peer participant companies were different for fiscal year ended 2019 compared to fiscal year ended 2018.

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The Company's Compensation Committee of the Board of Directors adjusted the peer participants due to consolidations within the industry during the 2019 fiscal year.

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Companies in the 2018 peer group were ACI Worldwide, Inc.; Bottomline Technology, Inc.; Broadridge Financial Solutions; Cardtronics, Inc.; Corelogic, Inc.; Euronet Worldwide, Inc.; Fair Isaac Corp.; Fidelity National Information Services, Inc.; Fiserv, Inc.; Global Payments, Inc.; Moneygram International, Inc.; SS&C Technologies Holdings, Inc.; Total Systems Services, Inc.; Tyler Technologies, Inc.; Verifone Systems, Inc.; and WEX, Inc. DST Systems, Inc., which had previously been part of the 2018 peer group, was acquired in 2018 and is no longer a public company.

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As a result, DST Systems, Inc. was removed from the 2018 peer group and stock performance graph.

Item 6. SELECTED FINANCIAL DATA

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Fiscal 2018 and 2017 have been recast to reflect the Company's retrospective adoption of Accounting Standards Update ("ASU") 2014-09, [removed: Revenue] [added: *Revenue] from Contracts with [removed: Customers,] [added: Customers,*] and related amendments, collectively referred to as Accounting Standards Codification ("ASC") 606.

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Fiscal 2016 [removed: and 2015 were] [added: was] not recast.

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Net income for fiscal [removed: 2018] [added: 2020, 2019,] and [removed: 2019] [added: 2018] has been impacted by the reduced U.S. corporate tax rate enacted by the Tax Cuts and Jobs Act [removed: ("TCJA")] of [removed: 2017,] [added: 2017 ("TCJA"),] and fiscal 2018 net income contains the related adjustment for the re-measurement of deferred taxes.

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Acquisitions have affected revenue and net income in fiscal [removed: 2019 as well as the historical periods presented.][added: 2020, 2019, and 2018.]

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| [removed: Selected] [added: Selected] Financial [removed: Data] [added: Data] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| (In Thousands, Except Per Share Data) | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| | | [removed: YEAR] [added: | | | | YEAR] ENDED JUNE [removed: 30,] [added: 30,] | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| [removed: Income] [added: Income] Statement [removed: Data] [added: Data] | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | [added: | |] 2016 | | | | [removed: 2015] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| | | | | | | | | | | | | | | [removed: *Unadjusted] | | | | [added: | | | | | | | | | | | |] *Unadjusted | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Revenue (1) | | [added: | | | | $ | 1,697,067 | | | | |] $ | 1,552,691 | | | [added: | |] $ | 1,470,797 | | | [added: | |] $ | 1,388,290 | | | [added: | |] $ | 1,354,646 | | | [removed: $] | [removed: 1,256,190] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Net Income | | [added: | | | | $ | 296,668 | | | | |] $ | 271,885 | | | [added: | |] $ | 365,034 | | | [added: | |] $ | 229,561 | | | [added: | |] $ | 248,867 | | | [removed: $] | [removed: 211,221] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Basic earnings per share | | [added: | | | | $ | 3.86 | | | | |] $ | 3.52 | | | [added: | |] $ | 4.73 | | | [added: | |] $ | 2.95 | | | [added: | |] $ | 3.13 | | | [removed: $] | [removed: 2.60] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Diluted earnings per share | | [added: | | | | $ | 3.86 | | | | |] $ | 3.52 | | | [added: | |] $ | 4.70 | | | [added: | |] $ | 2.93 | | | [added: | |] $ | 3.12 | | | [removed: $] | [removed: 2.59] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Dividends declared per share | | [added: | | | | $ | 1.66 | | | | |] $ | 1.54 | | | [added: | |] $ | 1.36 | | | [added: | |] $ | 1.18 | | | [added: | |] $ | 1.06 | | | [removed: $] | [removed: 0.94] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| [removed: Balance] [added: Balance] Sheet [removed: Data] [added: Data] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Total deferred revenue | | [added: | | | | $ | 389,622 | | | | |] $ | 394,306 | | | [added: | |] $ | 369,915 | | | [added: | |] $ | 368,151 | | | [added: | |] $ | 521,054 | | | [removed: $] | [removed: 531,987] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Total assets | | [added: | | | | $ | 2,428,474 | | | | |] $ | 2,184,829 | | | [added: | |] $ | 2,033,058 | | | [added: | |] $ | 1,868,199 | | | [added: | |] $ | 1,815,512 | | | [removed: $] | [removed: 1,836,835] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Long-term debt | | [added: | | | | $ | 208 | | | | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | 50,000 | | | [added: | |] $ | — | | | [removed: $] | [removed: 50,102] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Stockholders’ equity | | [added: | | | | $ | 1,549,688 | | | | |] $ | 1,429,013 | | | [added: | |] $ | 1,322,844 | | | [added: | |] $ | 1,099,693 | | | [added: | |] $ | 996,210 | | | [removed: $] | [removed: 991,534] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

New in FY2020

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New in FY2020

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

572 rewritten, 330 added, 490 removed, 282 unchanged

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[removed: Index] [added: Index] to Financial [removed: Statements][added: Statements]

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[removed: | | [Report of Independent Registered Public Accounting Firm](#s760CC68ED5A052D985AFE4CD233FD2E8) | [35](#sF8CCB6756F5B57468D288B777B1D2F62) |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

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[removed: | | [Management's Annual Report on Internal Control over Financial Reporting](#s90CCAD217735508AA1567B3BD332479E) | [37](#s3963105706C7597988C719C064EF0456) |][added: MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

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| | [added: | |] Financial Statements | | [added: | | | |]

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| | [removed: [Consolidated] [added: | | Consolidated] Statements of [removed: Income,](#s41A4133811595B619EB62D896D23F89B)] [added: Income,] | | [added: | | | |]

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| | [added: | |] Years Ended June 30, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [removed: [38](#s1FABABCEAF115A56A5386C09F98B3EC7)] | [added: | [39](#ie7664e9b167940a698307622678a11d0_82) | | |]

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| | [removed: [Consolidated] [added: | | Consolidated] Balance [removed: Sheets,](#sC0886574541C5738A1B4BBEE24EC0567)] [added: Sheets,] | | [added: | | | |]

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| | [added: | | Years Ended] June 30, [removed: 2019] [added: 2020, 2019,] and 2018 | [removed: [39](#sF87BF0DF80CD5CF5A66143C5375676C7)] | [added: | [41](#ie7664e9b167940a698307622678a11d0_88) | | |]

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| | [removed: [Consolidated] [added: | | Consolidated] Statements of Changes in Stockholders' [removed: Equity,](#sADE080C77F41580F82B2DCC26E021933)] [added: Equity,] | | [added: | | | |]

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| | [added: | |] Years Ended June 30, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [removed: [40](#s6693806EB71D510BB9665F2A554768EF)] | [added: | [42](#ie7664e9b167940a698307622678a11d0_91) | | |]

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| | [removed: [Consolidated] [added: | | Consolidated] Statements of Cash [removed: Flows,](#sA2C333D43E745B64B54D781ABED555C3)] [added: Flows,] | | [added: | | | |]

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[removed: | | [Notes to Consolidated Financial Statements](#s7689AAB74BD955A2993A5175F0AAE32D) | [42](#s3B7C8F3ED9795C6E87C0D7350514C632) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

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[removed: Financial] [added: Financial] Statement [removed: Schedules][added: Schedules]

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[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | | | | Report of Independent Registered Public Accounting Firm | | | [36](#ie7664e9b167940a698307622678a11d0_76) | | |]

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[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

Rewritten

We have audited the accompanying consolidated balance sheets of Jack Henry & Associates, Inc. and its subsidiaries (the “Company”) as of June 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended June 30, [removed: 2019,] [added: 2020,] including the related notes (collectively referred to as the “consolidated financial statements”).

Rewritten

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of June 30, [removed: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.

Rewritten

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

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[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

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[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

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A company’s internal control over financial reporting includes those policies and procedures that (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; (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 (iii) provide reasonable assurance regarding [added: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

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[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

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[removed: Revenue] [added: Revenue] Recognition - estimating variable consideration and identification of and accounting for performance [removed: obligations][added: obligations]

Rewritten

As discussed in [removed: Note] [added: Notes] 1 [added: and 2] to the consolidated financial statements, the Company recorded revenue of [removed: $1.553] [added: $1.697] billion for the year ended June 30, [removed: 2019.][added: 2020.]

Rewritten

Where appropriate, the Company may constrain the estimated variable consideration included in the transaction price in the event of a high [removed: degree of uncertainty as to the final consideration amount.]

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The principal considerations for our determination that performing procedures relating to [removed: revenue recognition - specifically] the estimation of variable consideration and [added: the] identification of and accounting for performance obligations [removed: -] is a critical audit matter are [removed: there was] significant judgment by management to estimate the variable consideration, principally, the varying volume of transactional activity and the identification of and accounting for all performance obligations in a contract.

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This in turn resulted in significant audit effort, a high degree of auditor judgment and [removed: subjectivity,] [added: subjectivity] in performing our audit procedures and in evaluating the audit evidence obtained.

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[removed: MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | | | | Management's Annual Report on Internal Control over Financial Reporting | | | [38](#ie7664e9b167940a698307622678a11d0_79) | | |]

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As of June 30, [removed: 2019,] [added: 2020,] 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 [removed: (COSO).][added: ("COSO").]

Rewritten

Based on this assessment, management has concluded the Company’s internal control over financial reporting as of June 30, [removed: 2019] [added: 2020] was effective.

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The Company’s internal control over financial reporting as of June 30, [removed: 2019] [added: 2020] has been audited by the Company’s independent registered public accounting firm, as stated in their report appearing in this Item 8.

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| [removed: JACK] [added: JACK] HENRY & ASSOCIATES, INC. AND [removed: SUBSIDIARIES] [added: SUBSIDIARIES] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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| [removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF [removed: INCOME] [added: INCOME] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

Rewritten

| (In Thousands, Except Per Share Data) | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

Rewritten

| | [removed: Year Ended] | | [added: Year Ended] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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

Rewritten

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | | [added: | | | | | | | | | | |]

Rewritten

| [removed: REVENUE] [added: REVENUE] | [added: | | $ | 1,697,067 | | | | |] $ | 1,552,691 | | | [added: | |] $ | 1,470,797 | | | [removed: $] | [removed: 1,388,290] | | [added: | | | | | | | | | | |]

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| [removed: EXPENSES] [added: EXPENSES] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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August 25, 2020

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| Notes payable and current maturities of long-term debt | | | 115 | | | | | | — | | | | | | | | | | | |

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| Debt, net of current maturities | | | 208 | | | | | | — | | | | | | | | | | | |

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New in FY2020

NOTE 1.

New in FY2020

Jack Henry & Associates, Inc. and subsidiaries is a provider of integrated computer systems and services.

New in FY2020

*Risks and Uncertainties*

Dropped from FY2019

| | | |

Dropped from FY2019

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

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Dropped from FY2019

| | Years Ended June 30, 2019, 2018, and 2017 | [41](#s284025CF3B915235B994D3AFA3636D6C) |

Dropped from FY2019

| | | |

Dropped from FY2019

Change in Accounting Principle

Dropped from FY2019

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers as of July 1, 2018.

Dropped from FY2019

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Dropped from FY2019

August 26, 2019

Dropped from FY2019

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An excerpt. Shown here: 40 of 572 rewritten, 40 of 330 added and 40 of 490 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.

Item 9A. CONTROLS AND PROCEDURES

2 rewritten, 0 added, 0 removed, 6 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 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

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: 2019;] [added: 2020;] their report is included in Item 8 of this Form 10-K.

Item 9B. OTHER INFORMATION

2 rewritten, 0 added, 0 removed, 1 unchanged

Rewritten

[removed: PART III][added: PART III]

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: 2019] [added: 2020] fiscal year end in the definitive proxy statement for our [removed: 2019] [added: 2020] Annual Meeting of Stockholders (the “Proxy Statement”).

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 rewritten, 0 added, 0 removed, 0 unchanged

Rewritten

See the information under the captions “Election of Directors”, “Corporate Governance”, [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”,] [added: Reports",] and “Executive Officers and Significant Employees” in the Proxy Statement, which is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

1 rewritten, 0 added, 0 removed, 1 unchanged

Rewritten

[removed: PART IV][added: PART IV]

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

38 rewritten, 2 added, 82 removed, 12 unchanged

Rewritten

[removed: (a)] [added: (a)] The following documents are filed as part of this [removed: Report:][added: Report:]

Rewritten

\- Consolidated Statements of Income for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Rewritten

\- Consolidated Balance Sheets as of June 30, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

Rewritten

\- Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Rewritten

\- Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Rewritten

[removed: |] 3.1.7 [removed: |] [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, 2003.](http://www.sec.gov/Archives/edgar/data/779152/000092623603000149/exh3-17.txt) [removed: |]

Rewritten

[removed: |] 3.2.7 [removed: |] [Restated and Amended Bylaws attached as Exhibit 3.2.7 to the Company’s Current Report on Form 8-K filed September 27, 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000076/jkhy-20170927xexhibit327xr.htm) [removed: |]

Rewritten

[removed: |] 10.8 [removed: |] [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, 1996.](http://www.sec.gov/Archives/edgar/data/779152/0000779152-96-000009.txt) [removed: |]

Rewritten

[removed: | 10.32* |] [added: 10.59*] [Form of Restricted Stock Agreement (executives) attached as Exhibit [removed: 10.32] [added: 10.59] to the Company’s Current Report on Form 8-K filed [removed: September 10, 2007.](http://www.sec.gov/Archives/edgar/data/779152/000092623607000092/exh10-32.htm) |][added: July 1, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1059.htm)]

Rewritten

[removed: | 10.38* |] [added: 10.61*] [Jack Henry & Associates, Inc. [removed: 2005 Non-Qualified] [added: 2006 Employee] Stock [removed: Option] [added: Purchase] Plan, as amended and restated [removed: May 9, 2008,] [added: effective November 10, 2016,] attached as Exhibit [removed: 10.38] [added: 99.1] to the [removed: Company’s Annual Report] [added: Company's Registration Statement] on Form [removed: 10-K] [added: S-8] filed [removed: August 29, 2008.](http://www.sec.gov/Archives/edgar/data/779152/000092623608000050/exh10-38.htm) |][added: November 16, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000171/jkhy-20161115xexhibit991xe.htm)]

Rewritten

[removed: | 10.39* | [Revised Form] [added: 10.47* [Form] of Restricted Stock Agreement [removed: (executives)] [added: (independent directors)] attached as Exhibit [removed: 10.39] [added: 10.47] to the Company’s Quarterly Report on Form 10-Q filed November [removed: 6, 2009.](http://www.sec.gov/Archives/edgar/data/779152/000092623609000048/exh10-39.htm) |][added: 8, 2013.](http://www.sec.gov/Archives/edgar/data/779152/000077915213000047/jkhy-2013930xex1047.htm)]

Rewritten

[removed: | 10.43* |] [added: 10.56*] [Jack Henry & [removed: Associates] [added: Associates,] Inc. [removed: Restricted Stock Plan, as amended and restated effective November 9, 2010,] [added: 2015 Equity Incentive Plan] attached as Exhibit [removed: 10.1] [added: 10.56] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed November [removed: 12, 2010.](http://www.sec.gov/Archives/edgar/data/779152/000092623610000050/exh10-1.htm) |][added: 16, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm)]

Rewritten

[removed: |] 10.44* [removed: |] [Form of Performance Shares Agreement attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 12, 2012.](http://www.sec.gov/Archives/edgar/data/779152/000077915212000059/exhibit101-performanceshar.htm) [removed: |]

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, 2013.](http://www.sec.gov/Archives/edgar/data/779152/000077915213000004/jkhy-20121231xex101.htm) |][added: November 5, 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm)]

Rewritten

[removed: | 10.47* |] [added: 10.57*] [Form of Restricted Stock [added: Unit] Agreement [removed: (independent] [added: (non-employee] directors) attached as Exhibit [removed: 10.47] [added: 10.57] to the Company’s Quarterly Report on Form 10-Q filed [removed: November 8, 2013.](http://www.sec.gov/Archives/edgar/data/779152/000077915213000047/jkhy-2013930xex1047.htm) |][added: February 5, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000101/jkhy-20151231xex1057.htm)]

Rewritten

[removed: |] 10.48* [removed: |] [Form of Termination Benefits Agreements (executives) attached as Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q filed February 6, 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000006/jkhy-20131231xex1048.htm) [removed: |]

Rewritten

[removed: |] 10.49* [removed: |] [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, 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1049.htm) [removed: |]

Rewritten

[removed: | 10.50* | [Jack Henry & Associates, Inc. Non-Employee Directors Deferred Compensation Plan] [added: 10.51* [Form of Performance Shares Agreement (executives)] attached as Exhibit [removed: 10.50] [added: 10.51] to the Company’s Quarterly Report on Form 10-Q filed November 5, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1050.htm) |][added: 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1051.htm)]

Rewritten

[removed: | 10.51* |] [added: 10.62*] [Form of Performance Shares Agreement [removed: (executives)] attached as Exhibit [removed: 10.51] [added: 10.62] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on [removed: Form 10-Q] [added: From 10-K] filed [removed: November 5, 2014.](http://www.sec.gov/Archives/edgar/data/779152/000077915214000053/jkhy-2014930xex1051.htm) |][added: August 25, 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000040/jkhy-20170630xex1062.htm)]

Rewritten

[removed: | 10.52 |] [added: 10.66] [Credit [removed: Agreement] [added: Agreement, dated as of February 10, 2020] among Jack Henry & Associates, Inc., [added: as Borrower, the lenders parties thereto,] U.S. Bank National [removed: Association] [added: Association, as Administrative Agent, LC Issuer] and [added: Swing Line Lender, and] certain other [removed: Lenders,] [added: financial institutions as co-syndication agents and joint lead arrangers and joint book runners] attached as Exhibit [removed: 10.52] [added: 10.66] to the Company’s Current Report on Form 8-K filed February [removed: 24, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000013/ex10-52.htm) |][added: 11, 2020.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000019/jackhenry02102020credi.htm)]

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[removed: |] 10.53* [removed: |] [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, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000041/jkhy-20141231xex1052.htm) [removed: |]

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[removed: | 10.54 | [First Amendment to Credit] [added: 10.58* [Form of Nonqualified Stock Option] Agreement [added: (executives)] attached as Exhibit [removed: 10.53] [added: 10.58] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: June 25, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend1.htm) |][added: July 1, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000128/jkhy-20160701xexhibit1058.htm)]

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[removed: | 10.55 | [Second Amendment to Credit] [added: 10.60* [Form of Performance Shares] Agreement attached as Exhibit [removed: 10.54] [added: 10.60] to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: June 25, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000042/jkhy-2015331xcreditamend2.htm) |][added: September 13, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000144/exhibit1060-performancesha.htm)]

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[removed: | 10.56* |] [added: 10.63*] [Jack Henry & Associates, Inc. [removed: 2015 Equity] [added: 2017 Annual] Incentive [removed: Plan] [added: Plan, effective September 1, 2017 and approved by the stockholders on November 9, 2017,] attached as Exhibit [removed: 10.56] [added: 10.63] to the Company's Current Report on Form 8-K filed November [removed: 16, 2015.](http://www.sec.gov/Archives/edgar/data/779152/000077915215000077/jkhy2015equityincentivepla.htm) |][added: 13, 2017.](http://www.sec.gov/Archives/edgar/data/779152/000077915217000090/exhibit1063-2017annualince.htm)]

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[removed: | 10.57* |] [added: 10.65*] [Form of Restricted Stock Unit Agreement [removed: (non-employee directors)] attached as Exhibit [removed: 10.57] [added: 10.65] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: February 5, 2016.](http://www.sec.gov/Archives/edgar/data/779152/000077915216000101/jkhy-20151231xex1057.htm) |][added: January 3, 2020.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000003/a1065formofrestricteds.htm)]

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[removed: |] 21.1 [removed: |] [List of the Company’s [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy20190630-ex211.htm) |][added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex211.htm)]

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[removed: |] 23.1 [removed: |] [Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy20190630-ex231.htm) |][added: LLP.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex231.htm)]

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[removed: |] 31.1 [removed: |] [Certification of the Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex311.htm) |][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex311.htm)]

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[removed: |] 31.2 [removed: |] [Certification of the Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex312.htm) |][added: Officer.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex312.htm)]

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[removed: |] 32.1* [removed: |] [Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex321.htm) |][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex321.htm)]

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[removed: |] 32.2* [removed: |] [Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915219000048/jkhy-20190630xex322.htm) |][added: 1350.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex322.htm)]

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

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

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

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

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

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[removed: |] 101.PRE [removed: |] XBRL Taxonomy Extension Presentation Linkbase Document [removed: |]

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Filed with this report on Form 10-K are the following documents formatted in XBRL [removed: (Extensible] [added: ("Extensible] Business Reporting [removed: Language):] [added: Language"):] (i) the Consolidated Balance Sheets at June 30, [removed: 2019] [added: 2020] and June 30, [removed: 2018,] [added: 2019,] (ii) the Consolidated Statements of Income for the years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iv) the Consolidated Statements of Cash Flows for the years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] and (v) Notes to Consolidated Financial Statements.

New in FY2020

4.1 [Description of Securities](https://www.sec.gov/Archives/edgar/data/779152/000077915220000064/jkhy-20200630xex41.htm)

New in FY2020

10.64* [Retention Agreement, dated January 1, 2020, between the Company and David Foss attached as Exhibit 10.64 to the Company’s Current Report on Form 8-K filed January 3, 2020.](https://www.sec.gov/Archives/edgar/data/779152/000077915220000003/a1064retentionawardagr.htm)

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An excerpt. Shown here: all 38 rewritten, all 2 added and 40 of 82 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.

Item 16. FORM 10-K SUMMARY

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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: 26th] [added: 25th] day of August, [removed: 2019.][added: 2020.]

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| [removed: Signature] [added: Signature] | [removed: Capacity] | [removed: Date] | [added: Capacity | | | Date | | |]

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| /s/ David B. Foss David B. Foss | [added: | |] President, Chief Executive Officer, and Director (Principal Executive Officer) | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Kevin D. Williams Kevin D. Williams | [added: | |] Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ John F. Prim John F. Prim | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Matthew Flanigan Matthew Flanigan | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Tom H. Wilson, Jr Tom H. Wilson, Jr | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Jacqueline R. Fiegel Jacqueline R. Fiegel | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Thomas A. Wimsett Thomas A. Wimsett | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Laura G. Kelly Laura G. Kelly | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Shruti Miyashiro Shruti S. Miyashiro | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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| /s/ Wesley A. Brown Wesley A. Brown | [added: | |] Director | [added: | |] August [removed: 26, 2019] [added: 25, 2020] | [added: | |]

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