UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): July 19, 2011
 Manhattan Associates, Inc.
  Georgia

0-23999

58-2373424(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)
 2300 Windy Ridge Parkway,
Suite 1000, Atlanta, Georgia

30339(Address of principal executive offices)

(Zip Code)
 (770) 955-7070
 NONE
 (Former name or former address, if changed since last report.)
  o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 2.02 Results of Operations and Financial Condition.
  Non-GAAP Financial Measures in the Press Release
   Adjusted Income and Earnings Per Share
  
    
    Because we sporadically engage in acquisitions, we incur acquisition-related
costs that consist primarily of expenses from accounting and legal due diligence,
whether or not we ultimately proceed with the transaction. Additionally, we might
assume and incur certain unusual costs, such as employee retention benefits, that
result from arrangements made prior to the acquisition. These acquisition costs
are difficult to predict and do not correlate to the expenses of our core
operations. We believe our competitors and peers typically present as a non-GAAP
measure adjusted net income and adjusted earnings per share that exclude the
amortization of acquisition-related intangible assets, and thus we exclude these
amortization costs when calculating adjusted net income and adjusted earnings per
share to facilitate more relevant and meaningful comparisons of our operating
results with that of our competitors.
    
    Because we have recognized the full potential amount of the transaction (sales)
tax expense in prior periods, any recovery of that expense resulting from the
expiration of the state sales tax statutes, the collection of the taxes from our
customers or a sales tax audit refund would overstate the current period net income
derived from our core operations as the recovery is not a result of anything
occurring within our control during the current period.
    
    Because equity-based compensation expense is not an expense that typically
requires or will require cash settlement by the Company, and because we believe our
competitors
and peers typically present non-GAAP results excluding all equity-based compensation
expense, we have not included equity-based compensation expense and the related tax
benefit generated upon the disposition of equity-based compensation in the
assessment of our operating performance.
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Item 9.01. Financial Statements and Exhibits.
  ExhibitNumber
    
    Description99.1
    
    
    Press Release, dated July 19, 2011
  2




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SIGNATURES
  Manhattan Associates, Inc.By:
    /s/ Dennis B. StoryDennis B. StoryExecutive Vice President, Chief Financial Officer and Treasurer   3




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EXHIBIT INDEX
 ExhibitNumber
    
    Description99.1
    
    
    Press Release, dated July 19, 2011.
  4