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SECURITIES
    AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 0-27876
 JDA SOFTWARE GROUP,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

86-0787377(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   14400
    North 87th Street
    Scottsdale, Arizona 85260 (Address
    of principal executive offices, including zip code) Registrants
    telephone number, including area code:(480) 308-3000
    Securities registered pursuant to Section 12(b) of the
    Act:
 NONE
 Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, $0.01 par value
  o þ
  o þ
  þ o
  10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12-b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Documents

Form 10-K ReferencePortions of the Proxy Statement for the registrants 2010

Items 10, 11, 12, 13 and 14 of Part IIIAnnual Meeting of Stockholders are incorporated byreference into Part III of this
    Form 10-K




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##### 





PART IItem 1B.


Unresolved Staff Comments  None


22Item 2.


Properties


22Item 3.


Legal Proceedings


22Item 4.


Removed and Reserved


22PART IIItem 5.


Market for Registrants Common Equity and
    Related Stockholder Matters


23Item 6.


Selected Financial Data


24Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


26Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 8.


Financial Statements and Supplementary Data


42Item 9.


Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure -


42Item 9A.


Controls and Procedures


42Item 9B.


Other Information  None


43REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


44PART IIIItem 10.


Board of Directors, Executive Officers and
    Corporate Governance


45Item 11.


Executive Compensation


45Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


45Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


45Item 14.


Principal Accountant Fees and Services


45PART IVItem 15.


Exhibits and Financial Statement Schedules


46REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


47JDA SOFTWARE GROUP, INC. CONDENSED CONSOLIDATED
    BALANCE SHEETS


48JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME


49JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND
    COMPREHENSIVE INCOME (LOSS)


50JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS


52JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS


53JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Years
    Ended December 31, 2009 (in thousands, except percentages,
    shares, per share amounts or as otherwise stated)


54EX-10.1EX-10.8EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   2




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This Annual Report on
    Form 10-K
    contains forward-looking statements reflecting managements
    current forecast of certain aspects of our future. It is based
    on current information that we have assessed but which by its
    nature is dynamic and subject to rapid and even abrupt changes.
    Forward looking statements include statements regarding future
    operating results, liquidity, capital expenditures, product
    development and enhancements, numbers of personnel, strategic
    relationships with third parties, and strategy. The
    forward-looking statements are generally accompanied by words
    such as plan, estimate,
    expect, intend, believe,
    should, would, could,
    anticipate or other words that convey uncertainty of
    future events or outcomes. Our actual results could differ
    materially from those stated or implied by our forward-looking
    statements due to risks and uncertainties associated with our
    business. These risks are described throughout this Annual
    Report on
    Form 10-K,
    which you should read carefully. We would particularly refer you
    to Item 1A. Risk Factors for an extended
    discussion of the risks confronting our business. The
    forward-looking statements in this Annual Report on
    Form 10-K
    should be considered in the context of these risk factors. We
    disclaim any obligation to update information contained in any
    forward-looking statement.
 PART I  Item 1.
    Business  Recent
    Developments
  Legal Proceedings (see Note 12Legal
    Proceedings to our Condensed Consolidated Financial
    Statements elsewhere in this Annual Report on
    Form 10-K,
    and is incorporated by reference herein).
    We May Make Additional Strategic
    Acquisitions.
 3




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Overview
    Industry
    Overview
      2009-2014, (sub-segment
  
    Supply Chain Planning (Approximately $2.3
    Billion):  Provides planning, what-if analysis
    capabilities and management of real-time demand commitments to
    optimize the delivery of goods and services and relay
    information from suppliers to customers;
    Supply Chain Execution (Approximately $1.8
    Billion):  Performs the efficient procurement and
    supply of goods, service and information across enterprise
    boundaries to meet customer-specific demand;
    Procurement (Approximately $2.0
    Billion):  Creates an optimal set of suppliers and
    establishes the terms of trade to balance cost, quality and
    risk; and
    Service Parts Planning (Approximately $0.1
    Billion):  Enables service organizations to help
    manage the growing number of parts and part locations.    
    Increased Complexity in Global Supply Chain
    Networks:  The ongoing globalization of supply
    chain networks has added significant complexity for
    manufacturers, distributors and retailers. Increased complexity
    comes from the multiple sources of supply that companies must
    manage and the volatility in raw materials and labor costs, as
    well as the transportation challenges associated with increased
    imports from distant suppliers. All of these factors require
    companies to improve the sophistication of their supply chain
    processes if they are to avoid costly errors.
    Efficiency Gains in the Recent Recession Must Be
    Maintained:  The recent recession drove many
    companies to cut costs and reduce working capital. As markets
    start to recover, companies are looking for ways 4




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to maintain the efficiencies garnered and keep costs low. We
    believe that continued expansion of sophisticated SCM software
    will be necessary to keep costs low and enable growth.  
    Continued Shift from Niche Vendor Offerings to SCM
    Suite Vendors:  We believe that companies are
    increasing their demand for integrated planning and execution
    software suites which connect previously disconnected decision
    making processes, rather than specialized, narrow applications.
    JDAs SCM solutions are a leading example of an integrated
    planning and execution suite in the field of SCM.
    Trend Towards Enterprise Software Solutions Focused on
    Industry Verticals:  Many of the worlds
    leading companies have already implemented ERP systems to manage
    their infrastructure. However, having completed this process,
    they now realize that the limited SCM capabilities of the ERP
    suites available today create an unacceptable risk to the
    performance of the business. The combination of a best of breed
    suite of SCM solutions combined with an ERP backbone is becoming
    recognized as the most common IT strategy being deployed by
    leading companies globally.
    Shift Towards Enterprise Software Delivered as a
    Service:  We believe that companies are
    increasingly interested in purchasing SCM capabilities as a
    service rather than as a traditional behind the
    firewall implementation. JDAs Managed Services has
    been developed to enable delivery of JDA solutions as a service.
    We expect the revenues from this line of business to complement
    existing lines of business and create growth for JDA.  Product
    Overview
      Planning
    and Optimization Solutions
  
    Demand Managementsolutions to establish the
    demand plan leveraged by most of our planning suite. The
    establishment of an accurate demand plan at every level of the
    supply chain is the basis of improved balancing of supply with
    demand and the foundation for optimized profits. Our demand
    planning solutions enable companies to plan demand for products
    and other resources such as labor. Improved demand planning
    reduces inventory working capital costs and increases revenues
    by reducing lost sales;
    Allocation, Replenishment and
    Fulfillment  solutions optimize the planning and
    execution of orders and inventory strategies to meet the
    requirements of the demand plan;
    Merchandise Planning  solutions enable
    businesses to establish strategic plans and expand those
    strategies into detailed buying and resourcing plans that
    support the requirements of the demand plan. Our merchandise
    planning solutions also help businesses develop metrics,
    including sales, margins or turns across functional
    organizations, to optimize strategic financial and operating
    planning activities;
    Assortment Management  solutions enable
    businesses to plan, manage and optimize localized assortment
    offerings matched to specific consumer demand. Our assortment
    management solutions support the definition of assortment
    strategies, assortment optimization and
    end-to-end
    assortment execution through the supply chain;
    Space and Category Management  solutions that
    enable the planning and execution of category and merchandise
    plans, which determine the physical allocation of shelf space
    and the presentation of 5




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merchandise in stores designed to achieve demand-driven
    precision merchandising and assortment management;  
    Price Optimization and Revenue
    Management  solutions that enable a variety of
    industries to optimize their profits by managing the pricing and
    availability of finite time sensitive capacity, such as hotel
    rooms, as well as physical inventory;
    Transportation Planning  solutions that enable
    companies to plan the sourcing of transportation capacity to
    optimize the movement of goods through the supply chain in the
    most cost effective manner to meet the requirements of the
    demand plan;
    Supply and Manufacturing  solutions that enable
    companies to optimize the utilization of manufacturing resources
    and materials to the creation of products to satisfy the needs
    of the demand plan across the supply chain network;
    Network and Inventory Optimization  solutions
    that enable organizations to plan the flow of goods
    end-to-end
    through the various nodes in their supply chain to achieve
    maximum profitability, optimize service levels, respond to
    unexpected changes in demand and maximize profits;
    Supplier Relationship Management  solutions
    that enable companies to manage how they source products for
    their manufacturing processes to ensure optimal pricing, terms
    and the most efficient use of raw material or
    sub-assemblies; and
    Workforce Planning  solutions designed to
    optimize the allocation of labor to support the execution of the
    sales, distribution or production plan.  Transaction
    Systems
  
    Merchandise Operations Systems  that enable
    retailers to manage their inventory, product mix, pricing and
    promotional execution at the corporate level and enhance the
    productivity and accuracy of warehouse processes;
    Transportation and Logistics
    Management  solutions that are designed to enable
    manufacturers, distributors, retailers, shippers, consignees,
    carriers, trading partners and logistics service providers to
    effectively manage the complexities of transportation and
    logistics, including multiple modes of transport such as by air,
    rail, sea and road;
    Contract Manufacturing  solutions for
    manufacturers of aerospace and defense products including order
    management, repair management and financial management; and
    Store Systems  that provide retailers with
    point-of-sale,
    labor management and back office applications to capture,
    analyze and transmit certain sales, store inventory and other
    operational information to corporate level merchandise
    operations systems.    Business
    Segments
  Retail Manufacturing and Distribution
 6




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
    Supply Chain.  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in the supply chain management market. The majority
    of our products are specifically designed to provide customers
    with one synchronized view of product demand while managing the
    flow and allocation of materials, information, finances and
    other resources across global supply chains, from manufacturers
    to distribution centers and transportation networks to the
    retail store and consumer (collectively, the
    Supply Chain). This segment combines
    all revenues previously reported by the Company under the
    Retailand Manufacturing and Distribution
    reportable business segments and includes all revenues related
    to i2 applications and services.
    Pricing and Revenue Management (previously known as Services
    Industries).  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in service industries such as travel,
    transportation, hospitality, media and telecommunications. The
    Pricing and Revenue Managementsegment is centrally
    managed by a team that has global responsibilities for this
    market.    Business
    Opportunities and Growth Strategies
      Focus on Core Competency:
  Increase Add-On Sales to Existing Customers:
  Invest in New Business Opportunities:
  
    Leverage our Managed Services Value
    Proposition:  We intend to leverage the investment
    we have made in our managed services organization over the past
    two years to drive organic revenue growth in 2011. We believe
    our managed services offerings provide both new and existing
    customers with an effective alternative to reduce their costs of
    operations, to operate effectively with constrained resources,
    leverage outside domain expertise to augment their personnel and
    improve the value they can derive from JDA products.
    Introduce a Mid-Market Supply Chain
    Offering:  We have developed a configured, supply
    chain offering for mid-sized companies that can be quickly
    implemented in order to optimize supply chain processes and
    provide a platform for growth. The offering is built around the
    best practices that have been integrated into JDA products and
    services over our more than 25 years of supply chain
    experience. 7




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Maintain Competitiveness Through Low-Cost Delivery
    Models:
  Expand Marketing and Indirect Sales
    Alliances:
  Product
    Strategy
      go-to-market
  Investment
    Protection Program
  like-for-like
  Services
    Maintenance
    Services
  
    Customer Support Solutions.  We offer
    comprehensive customer support solutions to help customers
    optimize their investment in our products. Our standard
    maintenance services agreement entitles customers to receive
    unspecified new product releases (exclusive of those that
    introduce significant new functionality), comprehensive error
    diagnosis and correction, global phone, email and internet
    support, a customer relationship management portal that provides
    24 x 7 self-service for managing and reporting issues, and
    access to an online user community and searchable solution
    knowledge-base. Customers have the option of choosing
    maintenance service programs that extend hours of coverage,
    incorporate support for custom configurations, or provide
    special attention through periods of high activity or upgrade
    processing. The vast 8




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majority of our customers have participated in one or more of
    our customer support solutions programs. Support renewal trends
    in our install-base remain strong with our average annualized
    retention rate for 2010 at approximately 96%.  Consulting
    Services
  
    Implementation Services.  Our implementation
    services group consists of project managers, business
    consultants, systems analysts and technical personnel with
    extensive retail, manufacturing, and distribution industry
    experience. The implementation services group assists our
    customers in all phases of systems implementation, including
    program and project management, business process analysis and
    design, systems planning and design, customer-specific
    configuration of application modules and
    on-site
    implementation or conversion from existing systems. We also
    offer a variety of post-implementation services designed to
    maximize our customers return on their software
    investment, which include enhanced utilization reviews, system
    and process health checks, upgrade assessment and planning and
    executive strategic planning sessions. Implementation services
    are generally billed bi-weekly on an hourly basis or pursuant to
    the terms of a fixed price contract. In addition, we augment our
    services on large-scale implementations and extensive business
    process re-engineering projects with third-party business
    partners, consulting firms and system integrators.
    Implementation engagements have typically ranged from one month
    for certain Space & Category Management solutions to
    over two years for our larger Merchandise Operations Systems,
    Demand Management and Allocation, Replenishment &
    Fulfillment solutions; however, the time required to complete a
    project can vary significantly based on the size and supply
    chain complexity of the customer as well as the number and type
    of applications being implemented.
    Strategic Business Services.  We offer
    Strategic Business Services that provide high-level strategic
    consulting and assistance to our customers before, during and
    after the implementation of technology by aligning and
    integrating business activities, organizational structure,
    performance measures and systems processes to achieve maximum
    effectiveness.
    Performance Engineering Services.  We provide a
    range of technical services that enable our customers to
    optimize the interactions between our software solutions and
    industry standard technologies including database software,
    operating systems, middleware, and hardware and networks. We
    also offer specific performance tuning and re-engineering
    services to enhance throughput and response time of our
    solutions, and to optimize the use of networks and storage
    devices.
    Training Services.  We offer a comprehensive
    education and training program for our customers, associates and
    business partners through our Training Services. Training
    Services include multimodal process and solution training,
    role-based certification tracks, benchmarking surveys and
    services and best practice/business strategy information.
    Training Services features a curriculum for each of our software
    solutions, and prepaid bundled training packages that range from
    basic overviews, implementation and technical/developer classes
    to business process education and key topics and techniques for
    the supply chain. Courses are offered at our in-house classroom
    facilities, and through customized
    on-site
    classes. In addition, we offer JDALearn.com, a web-based
    education alternative sold on a subscription basis, which
    provides online learning in areas such as replenishment and
    allocation, category management, space and floor planning, and
    merchandise planning. We also license our training content and
    provide services to customize the content to fit specific
    customer needs.
    Managed Services.  Our Managed Services, which
    we began offering in late 2009, expands our existing hosted
    services and includes: (i) outsourced operations for
    information technology, data and application management and
    hosting; (ii) workforce augmentation; (iii) management
    of process and user information; (iv) business process
    execution services including analysis and recommendations; and
    (v) business optimization services such as network design,
    demand classification, inventory policy and channel clustering.
    We also offer enhanced support services that provide customers
    with difficult to find technical and database administration
    skills, and an outsource alternative to help desk and other
    information technology services. We believe our Managed Services
    offering provides customers with effective alternatives to
    reduce their 9




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costs of operations, operate effectively with constrained
    resources, leverage outside domain expertise to augment their
    personnel and improve the value they derive from their JDA
    products.  Sales and
    Marketing
      Competition
    head-to-head
  Proprietary
    Rights
     10




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(ASC)
    460  Guarantees.
  Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.jda.com
  Item 1A.
    Risk
    Factors  Form 10-K.
  Risks
    Related To Our Business
  We may
    not be able to sustain profitability in the future.
    
    attract and retain an adequate client base;
    manage effectively a larger and more global business with
    larger, complex tier one projects;
    react to changes, including technological changes, in the
    markets we target or operate in;
    deploy our services in additional markets or industry segments; 11




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
    respond to competitive developments and challenges;
    attract and retain experienced and talented personnel; and
    establish strategic business relationships.    We have a
    substantial amount of debt, which could impact our ability to
    obtain future financing or pursue our growth strategy.
    
    we must use a substantial portion of our cash flow from
    operations to pay interest on our indebtedness, which will
    reduce the funds available to us for operations and other
    purposes;
    our ability to obtain additional financing for working capital,
    capital expenditures, acquisitions or general corporate purposes
    may be impaired;
    our indebtedness could place us at a competitive disadvantage
    compared to our competitors that may have proportionately less
    debt;
    our flexibility in planning for, or reacting to, changes in our
    business and the industry in which we operate may be limited;
    our indebtedness may make us more vulnerable to economic
    downturns and adverse developments in our business; and    Payments
    on our indebtedness will require a significant amount of
    cash.
    We may
    incur substantial additional indebtedness that could further
    exacerbate the risks associated with our indebtedness.
   12




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We may
    not receive significant revenues from our current research and
    development efforts, which may limit our business from
    developing in ways that we currently anticipate.
    We may
    misjudge when software sales will be realized, which may
    materially reduce our revenue and cash flow and adversely affect
    our business.
          We may
    face liability if our products are defective or if we make
    errors implementing our products.
   13




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We may
    have difficulty implementing our software products, which would
    harm our business and relations with customers.
    
    involve more significant integration efforts in order to
    complete implementation;
    require the execution of implementation procedures in multiple
    layers of software;
    offer a customer more deployment options and other configuration
    choices;
    require more training; and
    may involve third party integrators to change business processes
    concurrent with the implementation of the software.    Our
    operating results may be adversely affected as a result of our
    failure to meet contractual obligations under fixed-price
    contracts within our estimated cost structure.
    Litigation
    could harm our business.
  Form 10-K,
 14




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We may
    have difficulty developing our new managed services offering,
    which could reduce future revenue growth
    opportunities.
    The
    enforcement and protection of our intellectual property rights
    may be expensive and could divert our valuable
    resources.
      Third
    parties may claim we infringe their intellectual property
    rights, which would result in an increase in litigation and
    other related costs.
    
    be time-consuming, costly
    and/or
    result in litigation;
    divert managements time and attention from developing our
    business;
    require us to pay monetary damages or involve settlement
    payments, either of which could be significant;
    require us to enter into royalty and licensing agreements that
    we would not normally find acceptable;
    require us to stop selling or to redesign certain of our
    products; or
    require us to satisfy indemnification obligations to our
    customers.   15




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If we
    lose access to critical third-party software or technology, our
    costs could increase and the introduction of new products and
    product enhancements could be delayed, potentially hurting our
    competitive position.
    We may
    face difficulties in our highly competitive markets, which may
    make it difficult to attract and retain clients and grow
    revenues.
  and/or and/or
       16




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There are
    many risks associated with international operations, which may
    negatively impact our overall business and
    profitability.
      
    currency fluctuations, the impact of which could significantly
    increase as a result of:  Ø
  Ø
  
    higher operating costs due to the need to comply with local laws
    or regulations;
    lower margins on consulting services;
    competing against low-cost service providers;
    unexpected changes in employment and other regulatory
    requirements;
    tariffs and other trade barriers;
    costs and risks of adapting our products for use in foreign
    countries;
    longer payment cycles in certain countries;
    potentially negative tax consequences;
    difficulties in staffing and managing geographically disparate
    operations;
    greater difficulty in safeguarding intellectual property,
    licensing and other trade restrictions;
    ability to negotiate and have enforced favorable contract
    provisions;
    repatriation of earnings;
    the challenges of finding qualified management for our
    international operations;
    greater incidences of corruption in certain jurisdictions;
    varying and stricter privacy laws;
    general economic conditions in international markets; and
    developing and deploying the skills required to service our
    broad set of product offerings across the markets we serve.   17




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If we
    experience expansion delays or difficulties with our Center of
    Excellence in India, our costs may increase and our margins may
    decrease.
  ,
    
    the
    slower-than-expected
    rate of internal adoption of our planned mix of
    on-shore/off-shore services;
    potential negative impact on customer satisfaction and retention
    with moving more customer support cases off-shore;
    significant increases in labor costs or the tax structure in
    India;
    increased risk of associate attrition due to the improvement of
    the Indian economy and job market;
    terrorist activities in the region;
    inability to hire or retain sufficient personnel with the
    necessary skill sets to meet our needs;
    economic, security and political conditions in India;
    inadequate facilities or communications infrastructure; and
    local law or regulatory issues.  Economic,
    political and market conditions can adversely affect our revenue
    and profitability.
  and/or and/or
 18




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We may be
    unable to retain key personnel, which could materially impact
    our ability to further develop our business.
      We may
    have difficulty integrating future acquisitions, which would
    reduce the anticipated benefits of those transactions.
    
    if we incur significant debt to finance a future acquisition and
    our combined business does not perform as expected, we may have
    difficulty complying with debt covenants;
    if we use our stock to make a future acquisition, it will dilute
    existing shareholders;
    we may have difficulty assimilating the operations and personnel
    of any acquired company;
    the challenge and additional investment involved to integrate
    new products and technologies into our sales and marketing
    process;
    we may have difficulty effectively integrating any acquired
    technologies or products with our current products and
    technologies, particularly where such products reside on
    different technology platforms, or overlap with our products;
    our ongoing business may be disrupted by transition and
    integration issues;
    customer purchases and projects may become delayed until we
    publish a combined product roadmap, and once we do publish the
    roadmap it may disrupt additional purchases and projects;
    the costs and complexity of integrating the internal information
    technology infrastructure of each acquired business with ours
    may be greater than expected and require capital investments;
    we may not be able to retain key technical and managerial
    personnel from an acquired business;
    we may be unable to achieve the financial and strategic goals
    for any acquired and combined businesses;
    we may have difficulty in maintaining controls, procedures and
    policies during the transition and integration period following
    a future acquisition;
    our relationships with partner companies or third-party
    providers of technology or products could be adversely affected;
    our relationships with employees and customers could be impaired;
    our due diligence process may fail to identify significant
    issues with product quality, product architecture, legal or tax
    contingencies, customer obligations, revenue recognition and
    product development, among other things;
    as successor, we may be subject to certain liabilities of our
    acquisition targets; 19




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
    we may be required to sustain significant exit or impairment
    charges if products acquired in business combinations are
    unsuccessful; and
    adverse outcomes in legal proceedings.    Government
    contracts are subject to unique costs, terms, regulations,
    claims and penalties that could reduce their profitability to
    us.
    
    early termination of contracts by the government;
    costly and complex competitive bidding process;
    required extensive use of subcontractors, whose work may be
    deficient or not performed in a timely manner;
    significant penalties associated with employee misconduct in the
    highly regulated government marketplace;
    changes or delays in government funding that could negatively
    impact contracts; and
    onerous contractual provisions unique to the government such as
    most favored customer provisions.    If we do
    not identify, adopt and develop product architecture that is
    compatible with emerging industry standards, our products will
    be less attractive to customers.
      We may be
    impacted by shifts in consumer preferences affecting the supply
    chain that could reduce our revenues.
   20




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Risks
    Related To Our Stock
  Our
    quarterly operating results may fluctuate significantly, which
    could adversely affect the price of our stock.
    
    The difficulty of predicting demand for our software products
    and services, including the size and timing of individual
    contracts and our ability to recognize revenue with respect to
    contracts signed in a given quarter, particularly with respect
    to our larger customers;
    Changes in the length and complexity of our sales cycle,
    including changes in the contract approval process at our
    customers and potential customers that now require a formal
    proposal process, a longer decision making period and additional
    layers of customer approval, often including authorization of
    the transaction by senior executives, boards of directors and
    significant equity investors;
    Competitive pricing pressures and competitive success or failure
    on significant transactions;
    Customer order deferrals resulting from the anticipation of new
    products, economic uncertainty, disappointing operating results
    by the customer, management changes, corporate reorganizations
    or otherwise;
    The timing of new software product and technology introductions
    and enhancements to our software products or those of our
    competitors, and market acceptance of our new software products
    and technology;
    Lack of desired features and functionality in our individual
    products or our suite of products;
    Changes in the number, size or timing of new and renewal
    maintenance contracts or cancellations;
    Unplanned changes in our operating expenses;
    Changes in the mix of domestic and international revenues, or
    expansion or contraction of international operations;
    Our ability to complete fixed price consulting contracts within
    budget;
    Foreign currency exchange rate fluctuations;
    Lower-than-anticipated
    utilization in our consulting services group as a result of
    increased competition, reduced levels of software sales, reduced
    implementation times for our products, changes in the mix of
    demand for our software products, mergers and consolidations
    within our customer base, or other reasons; and
    Our limited ability to reduce costs in the short term to
    compensate for any unanticipated shortfall in product or
    services revenue.
    The adoption of new accounting standards    
    Loss on impairment of goodwill
    and/or other
    intangible assets due to economic conditions or an extended
    decline in the market price of our stock below book value;
    Changes in the useful lives or the amortization of identifiable
    intangible assets;
    Accrual of newly identified pre-merger contingent liabilities,
    in which case the related charges could be required to be
    included in earnings in the period in which the accrual is
    determined to the extent it is identified subsequent to the
    finalization of the purchase price allocation; 21




---



##### Table of Contents




    Charges to income to eliminate certain JDA pre-merger activities
    that duplicate those of the acquired company or to reduce our
    cost structure; and
    Changes in deferred tax assets and valuation allowances.    Our
    ability to use U.S. net operating loss carryforwards and credit
    carryforwards might be limited
  and/or
    Anti-takeover
    provisions in our organizational documents and Delaware law
    could prevent or delay a change in control.
    Item 1B.
    Unresolved
    Staff Comments  None  Item 2.
    Properties      Item 3.
    Legal
    Proceedings  Form 10-K,
  Item 4.
    Removed
    and Reserved 22




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters    High

Low2010First Quarter

$
29.95


$
24.94Second Quarter

$
31.72


$
21.75Third Quarter

$
25.98


$
21.03Fourth Quarter

$
28.82


$
20.762009First Quarter

$
13.64


$
9.04Second Quarter

$
16.15


$
10.62Third Quarter

$
23.87


$
14.71Fourth Quarter

$
26.25


$
19.57      23




---



##### Table of Contents



Stock
    Performance Graph
    Comparison of 5 Year Cumulative Total Return
    Assumes Initial Investment of $100
    December 2010
  
   12/31/2005


12/31/2006


12/31/2007


12/31/2008


12/31/2009


12/31/2010JDA Software Group, Inc.


$
100.0



$
80.9



$
120.2



$
77.2



$
149.7



$
164.6Nasdaq Stock Market (U.S. Companies)



100.0




109.8




119.1




57.4




82.5




97.9NASDAQ Computer and Data Processing Stocks (Peer Group)



100.0




112.3




137.2




79.0




129.1




146.6     Item 6.
    Selected
    Financial Data    24




---



##### Table of Contents



Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share amounts)Consolidated Statement of Operations Data:Total revenue

$
617,209


$
385,800


$
390,332


$
373,575


$
277,467Operating income


46,428



39,880



20,308



48,777



7,295Net income (loss)


17,718



26,339



3,124



26,522



(466
)Income (loss) attributable to common shareholders

$
17,718


$
17,746


$
3,124


$
26,522


$
(11,344
)Basic net (loss) income per common share

$
0.43


$
0.51


$
0.09


$
0.79


$
(0.39
)Diluted net (loss) income per common share

$
0.42


$
0.50


$
0.09


$
0.76


$
(0.39
)Shares used in computing basic net income per common share


41,173



34,936



34,339



33,393



29,232Shares used in computing diluted net income per common share


41,710



35,258



35,185



34,740



29,232Consolidated Balance Sheet Data:Cash and cash equivalents

$
171,618


$
75,974


$
32,696


$
95,288


$
53,599Restricted cash(1)


34,855



287,875











Working capital(1)


186,664



345,672



32,139



67,863



41,103Goodwill and other intangible assets(2),(3)


414,261



254,936



282,489



311,355



345,000Total assets(1),(2),(3),(4)


1,113,528



821,666



524,776



622,225



624,744Long-term debt(1),(2),(4)


272,695



272,250







92,536



137,813Redeemable preferred stock(2)










50,000



50,000



50,000Stockholders equity(3),(5)


624,107



411,436



341,495



335,796



290,352     (1)
    
    The increase in restricted cash, total assets, working capital
    and long term debt in 2009 resulted primarily from the net
    proceeds from the sale of $275 million of five-year,
    8.0% Senior Notes. The net proceeds from the sale of the
    Senior Notes, together with cash on hand at JDA and i2, were
    subsequently used, together with cash on hand at JDA and i2, to
    fund the cash portion of the merger consideration in the
    acquisition of i2 Technologies on January 28, 2010.
    See the footnotes to the Consolidated Financial Statements for a
    complete discussion of these transactions.(2)
    
    The increase in total assets in 2006 resulted primarily from the
    goodwill and other intangible assets recorded in the acquisition
    of Manugistics Group, Inc. To finance the acquisition, we
    entered into a credit agreement for $175 million of
    aggregate long-term loans and issued 50,000 shares of
    Series B Preferred Stock for $50 million in cash to a
    private equity investment firm. See the footnotes to the
    Consolidated Financial Statements for a complete discussion of
    these transactions.(3)
    
    The increase in total assets and stockholders equity in
    2010 resulted primarily from the acquisition of
    i2 Technologies, Inc. See the footnotes to the Consolidated
    Financial Statements for a complete discussion of this
    transaction.(4)
    
    The decrease in total assets in 2008 resulted primarily from the
    payment of a $20 million one-time reverse termination fee
    and $6.8 million of other finance and related costs
    associated with an abandoned acquisition and the payment of
    $99.6 million of long-term borrowings. See Item 7,
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations and the footnotes to the Consolidated
    Financial Statements for a complete discussion of these
    transactions.(5)
    
    We have never declared or paid a cash dividend on our common
    stock. 25




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K Form 10-K. Form 10-K.
  Significant
    Trends and Developments in Our Business
  Legal Proceedings (see Note 12Legal
    Proceedings to our Condensed Consolidated Financial
    Statements elsewhere in this Annual Report on
    Form 10-K,
    and is incorporated by reference herein).
    We Have Incurred Significant Unplanned Legal
    Expenses.
  Acquisition of i2 Technologies, Inc.
 26




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##### Table of Contents



Financial Position and Cash Flow Provided by
    Operations. Contractual Obligations
      Future Tax Benefits From the i2
    Acquisition.
  Results
    of Operations
  Revenues
    DollarYear Ended December 31,


Change from2010


2009


2008


2009


2008Software licenses

$
109,546



18
%

$
84,913



22
%

$
89,196



23
%

$
24,633


$
(4,283
)Subscriptions and other recurring revenues


21,143



3
%

$
3,873



1
%

$
3,702



1
%


17,270



171Maintenance services


246,241



40
%


179,336



46
%


182,844



47
%


66,905



(3,508
)Product revenues


376,930



61
%


268,122



69
%


275,742



71
%


108,808



(7,620
)Service revenues


240,279



39
%


117,678



31
%


114,590



29
%


122,601



3,088Total revenues

$
617,209



100
%

$
385,800



100
%

$
390,332



100
%

$
231,409


$
(4,532
)  27




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##### Table of Contents



JDA





i2





CombinedSoftware and Subscription Revenues

$
79,122



61
%

$
51,567



39
%

$
130,689Maintenance Revenues


185,764



75
%


60,477



25
%


246,241Product Revenues


264,886



70
%


112,044



30
%


376,930Services Revenues


143,355



60
%


96,924



40
%


240,279Total Revenues

$
408,241



66
%

$
208,968



34
%

$
617,209   Software
    and Subscription Revenues
    DollarYear Ended December 31,


Change from2010


2009


2008


2009


2008Americas

$
93,613


$
57,169


$
67,046


$
36,444


$
(9,877
)Europe


21,482



18,684



18,646



2,798



38Asia/Pacific


15,594



12,933



7,206



2,661



5,727Total software & subscription revenues

$
130,689


$
88,786


$
92,898


$
41,903


$
(4,112
)       Maintenance
    Services
  year-over-year
    Service
    Revenues
   28




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##### Table of Contents



Pricing and Revenue Management
  Gross
    Profits (in thousands, except percentage amounts):
  Year Ended December 31,2010

2009

2008Total gross profit on product revenues

$
313,084


$
217,796


$
221,232Total gross profit on service revenues


50,591



22,333



22,118Product gross profit as a percentage of products sales


83
%


81
%


80
%Service gross profit as a percentage of services


21
%


19
%


19
%   Gross Profit on Product Revenues.
    Gross Profit on Service Revenues.
    Operating
    Expenses
  Product
    Development
    DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Product development

$
72,158



12
%

$
51,318



13
%

$
53,866



14
%

$
20,840


$
(2,548
)  29




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##### Table of Contents



Sales and
    Marketing
    DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Sales and marketing

$
91,329



15
%

$
66,001



17
%

$
66,468



17
%

$
25,328


$
(467
)       General
    and Administrative
    DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008General and administrative

$
72,299



12
%

$
47,664



12
%

$
44,963



12
%

$
24,635


$
2,701       Amortization
    of Intangibles (in thousands):
  DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Amortization of intangibles

$
38,415


$
23,633


$
24,303


$
14,782


$
(670
)    30




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##### Table of Contents



Restructuring
    Charges (in thousands):
  DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Restructuring charges

$
20,931


$
6,865


$
8,382


$
14,066


$
(1,517
)         Other
    Operating Expenses (in thousands):
  DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Acquisition-related costs

$
8,115


$
4,768


$



$
3,347


$
4,768Cost of abandoned acquisition

$



$



$
25,060


$



$
(25,060
)Litigation provision

$
14,000


$



$



$
14,000


$
   Acquisition-Related Costs.
  Costs of Abandoned Acquisition.
 31




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##### Table of Contents



Litigation Provision.
  Interest
    Expense and Other Income (in thousands):
  DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Interest expense and amortization of loan fees

$
24,758


$
2,712


$
10,349


$
22,046


$
(7,637
)Finance costs on abandoned acquisition

$



$
(767
)

$
5,292


$
767


$
(6,059
)Interest income and other, net

$
1,683


$
1,253


$
2,791


$
430


$
(1,538
)   Interest Expense and Amortization of Loan
    Fees.
  Finance Costs on Abandoned Acquisition.
  Interest Income and Other, Net.
  Income
    Tax Provision (in thousands):
  DollarYear Ended December 31,

Change from2010

2009

2008

2009

2008Income tax provision

$
5,635


$
12,849


$
4,334


$
(7,214
)

$
8,515       Consideration
    Paid in Excess of Carrying Value on the Repurchase of Redeemable
    Preferred Stock
   32




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##### Table of Contents



Segments
    Data
  Retail Manufacturing and Distribution
  
    Supply Chain.  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in the supply chain management market. The majority
    of our products are specifically designed to provide customers
    with one synchronized view of product demand while managing the
    flow and allocation of materials, information, finances and
    other resources across global supply chains, from manufacturers
    to distribution centers and transportation networks to the
    retail store and consumer (collectively, the Supply
    Chain). This segment combines all revenues previously
    reported by the Company under the Retailand
    Manufacturing and Distributionreportable business
    segments and includes all revenues related to i2 applications
    and services.
    Pricing and Revenue Management (previously known as Services
    Industries).  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in service industries such as travel,
    transportation, hospitality, media and telecommunications. The
    Pricing and Revenue Managementsegment is centrally
    managed by a team that has global responsibilities for this
    market.    Year Ended December 31,2010


2009


2008Revenues:Supply Chain

$
597,061


$
354,402


$
369,947Pricing and Revenue Management


20,148



31,398



20,385$
617,209


$
385,800


$
390,332Operating Income (Loss):Supply Chain

$
201,730


$
114,174


$
121,015Pricing and Revenue Management


(1,542
)


8,636



2,001Other (see below)


(153,760
)


(82,930
)


(102,708
)$
46,428


$
39,880


$
20,308Depreciation:Supply Chain

$
11,306


$
7,336


$
7,610Pricing and Revenue Management


1,477



1,049



699$
12,783


$
8,385


$
8,309Other:General and administrative

$
72,299


$
47,664


$
44,963Amortization of intangible assets


38,415



23,633



24,303Restructuring charge and adjustments to acquisition-related
    reserves


20,931



6,865



8,382Acquisition-related costs


8,115



4,768



Costs of abandoned acquistion










25,060Litigation provision


14,000







$
153,760


$
82,930


$
102,708  33




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##### Table of Contents



Liquidity
    and Capital Resources
  Contractual Obligations
    Cash Flow
    (in thousands)
  Year Ended December 31,2010


2009


2008Net cash provided by operating activities

$
65,172


$
96,481


$
47,092Net cash provided by (used in) investing activities


19,736



(300,037
)


(12,704
)Net cash provided by (used in) financing activities


10,243



245,968



(95,481
)Effect of foreign currency translation on cash and cash
    equivalents


493



866



(1,499
)Net increase (decrease) in cash and cash equivalents

$
95,644


$
43,278


$
(62,592
)   Operating activities
   34




---



##### Table of Contents



and/or
  Investing activities
  Financing activities
  Treasury Stock Repurchases. 12-month
  Contractual Obligations.
  Total


2011


2012-2013


2014-2015


After 2015Long-term debt

$
275,000


$



$



$
275,000


$
Interest on long-term debt


88,000



22,000



44,000



22,000



Operating leases


59,396



22,547



25,465



6,627



4,757Contracted sublease rentals


10,323



5,527



4,104



692



Total contractual obligations

$
432,719


$
50,074


$
73,569


$
304,319


$
4,757    35




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##### Table of Contents



360-day 30-day
        Critical
    Accounting Policies
  Form 10-K
  
    Revenue recognition.  Our revenue recognition
    policy is significant because our revenue is a key component of
    our results of operations. In addition, our revenue recognition
    determines the timing of certain expenses such as commissions
    and royalties. We follow specific and detailed guidelines in
    measuring revenue; however, certain judgments affect the
    application of our revenue policy.    Ø
  Ø
  Ø
 36




---



##### Table of Contents



Ø
  Ø
  time-to-time, progress-to-completion
      progress-to-completion
 37




---



##### Table of Contents




    Extension of Credit and Accounts
    Receivable.  Consistent with industry practice and
    to be competitive in the software marketplace, we typically
    provide payment terms on most software license sales. Software
    licenses are generally due within twelve months from the date of
    delivery. Customers are reviewed for creditworthiness before we
    enter into a new arrangement that provides for software
    and/or a
    service element. We only recognize revenue when we believe
    collection is probable. For those customers who are not credit
    worthy, we require prepayment of the software license fee or a
    letter of credit before we will ship our software. Payments for
    our software licenses are typically due within twelve months
    from the date of delivery. Although infrequent, where software
    license agreements call for payment terms of twelve months or
    more from the date of delivery, revenue is recognized as
    payments become due and all other conditions for revenue
    recognition have been satisfied. We have a history of collecting
    software payments when they come due without providing refunds
    or concessions. Consulting services are generally billed
    bi-weekly and maintenance services are billed annually or
    monthly. For those customers who are significantly delinquent or
    whose credit deteriorates, we typically put the account on hold
    and do not recognize any further services revenue, and may as
    appropriate withdraw support
    and/or our
    implementation staff until the situation has been resolved.    
    Goodwill and Intangible Assets.  Our business
    combinations have typically resulted in goodwill and other
    intangible assets. These intangible assets affect the amount of
    future period amortization expense and potential impairment
    charges we may incur. The determination of the value of such
    intangible assets and the 38




---



##### Table of Contents



annual impairment tests that we perform require management to
    make estimates of future revenues, customer retention rates and
    other assumptions that affect our consolidated financial
    statements.  Supply Chain
    and Pricing and Revenue Management
    product-by-product
    
    Income Taxes.  We account for income taxes
    using the asset and liability method. Under the asset and
    liability method, deferred tax assets and liabilities are
    recognized for the future tax consequences attributable to
    differences between the financial statement carrying amounts of
    existing assets and liabilities and their respective tax bases
    and operating loss and tax credit carryforwards. Deferred tax
    assets and liabilities are measured using enacted tax rates
    expected to apply to taxable income in the years in which those
    temporary differences are expected to be recovered or settled.
    The effect on deferred tax assets and liabilities of a change in
    tax rates is recognized in income in the period that includes
    the enactment date.    
    Derivative Instruments and Hedging
    Activities.  The accounting for changes in the
    fair value of a derivative depends on the intended use of the
    derivative and the resulting designation. For a derivative
    instrument 39




---



##### Table of Contents



designated and qualifying as a cash flow hedge, the effective
    portion of the derivatives gain or loss is initially
    reported as a component of cumulative other comprehensive income
    (loss) and subsequently reclassified into earnings when the
    hedged exposure affects earnings. The ineffective portion of the
    gain or loss is reported in earnings immediately. For derivative
    instruments that are not designated as cash flow hedges, changes
    in fair value are recognized in earnings in the period of
    change. We do not hold or issue derivative financial instruments
    for speculative trading purposes.  
    Legal and Other Contingencies.  As discussed in
    Note 12 Legal Proceedings to our consolidated
    Financial Statements elsewhere in this Annual Report on
    Form 10-K,
    we are subject to various legal proceedings and claims that
    arise in the ordinary course of business. In accordance with
    GAAP, we record a liability when it is probable that a loss has
    been incurred and the amount is reasonably estimable. There is
    significant judgment required in both the probability
    determination and as to whether an exposure can be reasonably
    estimated. In managements opinion, we do not have a
    potential liability related to any current legal proceedings and
    claims that would individually or in the aggregate materially
    adversely affect our financial condition or operating results.
    However, the outcomes of legal proceedings and claims brought
    against us are subject to significant uncertainty. Should we
    fail to prevail in any of these legal matters, the operating
    results of a particular reporting period could be materially
    adversely affected.  Recent
    Accounting Pronouncements
  Revenue
    Recognition
     40




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign currency exchange rates.
    marked-to-market
  marked-to-market
 41




---



##### Table of Contents



Interest rates.
    Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K Rule 14a-3(b).
  Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure     Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures. Rule 13a-15(e)
 42




---



##### Table of Contents



Managements Report on Internal Control Over Financial
    Reporting. Rule 13a-15(f) Internal Control 
    Integrated Framework Internal Control  Integrated
    Framework
  Changes in Internal Control Over Financial
    Reporting. Rule 13a-15(f)
    Item 9B.
    Other
    Information None 43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    /s/
    44




---



##### Table of Contents



PART III  Form 10-K, Form 10-K,
  Item 10.
    Board
    of Directors, Executive Officers and Corporate
    Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    Form 10-K, Form 10-K,
 45




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    Financial Statements
  Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets  December 31, 2010
    and 2008Consolidated Statements of Income  Three Years Ended
    December 31, 2010Consolidated Statements of Stockholders Equity and
    Comprehensive Income (Loss)  Three Years Ended
    December 31, 2010Consolidated Statements of Cash Flows  Three Years
    Ended December 31, 2010Notes to Consolidated Financial Statements  Three
    Years Ended December 31, 2010   Financial Statement Schedules
  Exhibits
 46




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  /s/
    47




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2010


2009(In thousands, except share amounts)ASSETSCurrent Assets:Cash and cash equivalents

$
171,618


$
75,974Restricted cash


34,855



287,875Accounts receivable, net


102,118



68,883Deferred tax assets  current portion


43,753



19,142Prepaid expenses and other current assets


27,723



15,667Total current assets


380,067



467,541Non-Current Assets:Property and equipment, net


47,447



40,842Goodwill


226,863



135,275Other intangibles, net


187,398



119,661Deferred tax assets  long-term portion


255,386



44,350Other non-current assets


16,367



13,997Total non-current assets


733,461



354,125Total Assets

$
1,113,528


$
821,666LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
21,092


$
7,192Accrued expenses and other liabilities


83,938



45,523Income taxes payable


318



3,489Deferred revenue  current portion


88,055



65,665Total current liabilities


193,403



121,869Non-Current Liabilities:Long-term debt


272,695



272,250Accrued exit and disposal obligations


7,360



7,341Liability for uncertain tax positions


6,873



8,770Deferred revenue  long-term portion


9,090



Total non-current liabilities


296,018



288,361Total Liabilities


489,421



410,230Commitments and Contigencies (Notes 11 and 12)Stockholders Equity:Preferred stock, $.01 par value; 2,000 shares
    authorized; none issued and outstanding






Common stock, $.01 par value; 100,000 shares
    authorized; 43,896 and 36,323 shares issued, respectively


439



363Additional paid-in capital


550,177



356,065Retained earnings


91,732



74,014Accumulated other comprehensive income


8,980



3,267Less treasury stock, at cost, 1,970 and 1,786 shares,
    respectively


(27,221
)


(22,273
)Total stockholders equity


624,107



411,436Total liabilities and stockholders equity

$
1,113,528


$
821,666    48




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2010


2009


2008(In thousands, except per share data)Revenues:Software licenses

$
109,546


$
84,913


$
89,196Subscriptions and other recurring revenues


21,143



3,873



3,702Maintenance services


246,241



179,336



182,844Product revenues


376,930



268,122



275,742Consulting services


220,417



107,618



104,072Reimbursed expenses


19,862



10,060



10,518Service revenues


240,279



117,678



114,590Total revenues


617,209



385,800



390,332Cost of Revenues:Cost of software licenses


4,256



3,241



3,499Amortization of acquired software technology


7,047



3,920



5,277Cost of maintenance services


52,543



43,165



45,734Cost of product revenues


63,846



50,326



54,510Cost of consulting services


169,826



85,285



81,954Reimbursed expenses


19,862



10,060



10,518Cost of service revenues


189,688



95,345



92,472Total cost of revenues


253,534



145,671



146,982Gross Profit


363,675



240,129



243,350Operating Expenses:Product development


72,158



51,318



53,866Sales and marketing


91,329



66,001



66,468General and administrative


72,299



47,664



44,963Amortization of intangibles


38,415



23,633



24,303Restructuring charges


20,931



6,865



8,382Acquisition-related costs


8,115



4,768



Cost of abandoned acquisition










25,060Litigation provision


14,000







Total operating expenses


317,247



200,249



223,042Operating Income


46,428



39,880



20,308Interest expense and amortization of loan fees


(24,758
)


(2,712
)


(10,349
)Finance costs on abandoned acquisition






767



(5,292
)Interest income and other, net


1,683



1,253



2,791Income Before Income Taxes


23,353



39,188



7,458Income tax provision


(5,635
)


(12,849
)


(4,334
)Net Income


17,718



26,339



3,124Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock






(8,593
)


Income Applicable to Common Shareholders

$
17,718


$
17,746


$
3,124Earnings Per Share Applicable to Common ShareholdersBasic net income per common share

$
0.43


$
0.51


$
0.09Diluted net income per common share

$
0.42


$
0.50


$
0.09Shares used in computing basic net income per common share


41,173



34,936



34,339Shares used in computing diluted net income per common share


41,710



35,258



35,185    49




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  AccumulatedCommon


Additional





OtherStock


Paid-In


Retained


Comprenhensive


TreasuryAmount


Capital


Earnings


Gain (Loss)


Stock


Total(In thousands)Balance, December 31, 2007

$
314


$
292,168


$
53,144


$
3,814


$
(13,644
)

$
335,796Issuance of common stock:Issuance of common stock  options


7



7,799















7,806Vesting of restricted stock units


4



(4
)














Stock-based compensation






4,324















4,324Tax benefit  stock compensation






(1,638
)














(1,638
)Purchase of treasury stock


















(2,086
)


(2,086
)Net income










3,124











3,124Accumulated other comprehensive gain (loss):Change in fair value of interest rate swap














289







289Foreign translation adjustment














(6,120
)






(6,120
)Balance, December 31, 2008


325



302,649



56,268



(2,017
)


(15,730
)


341,495Issuance of common stock:Issuance of common stock  options


10



12,570















12,580Issuance of common stock  ESPP


1



2,268















2,269Vesting of restricted stock units


3



(3
)














Forfeiture of unvested equity awards






















Stock-based compensation


2



8,078















8,080Conversion of redeemable preferred stock


22



30,503















30,525Purchase of treasury stock


















(6,543
)


(6,543
)Net income










26,339











26,339Accumulated other comprehensive gain (loss):Cash consideration paid for Series B preferred stock in
    excess of carrying value










(8,593
)










(8,593
)Foreign translation adjustment














5,284







5,284Balance, December 31, 2009


363



356,065



74,014



3,267



(22,273
)


411,436Issuance of common stock:Issuance of common stock  options


8



12,184















12,192Issuance of common stock  ESPP


1



2,700















2,701Issuance of stock in i2 Technologies acquisition, net


63



167,558















167,621Forfeiture of unvested equity awards






















Stock-based compensation


4



11,490















11,494Conversion of warrants






179















179Purchase of treasury stock


















(4,948
)


(4,948
)Net income










17,718











17,718Accumulated other comprehensive gain (loss):Unrealized gain (loss) on hedging contracts














375







375Foreign translation adjustment














5,338







5,338Balance, December 31, 2010

$
439


$
550,176


$
91,732


$
8,980


$
(27,221
)

$
624,106    50




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  Year Ended December 31,2010


2009


2008(In thousands)Net income

$
17,718


$
26,339


$
3,124Other comprehensive income (loss):Foreign currency translation adjustment, net of tax


5,338



5,284



(6,120
)Change in fair value of interest rate swap










289Unrealized gains (losses) on cash flow hedges, net of tax


375







Net change in other comprehensive income (loss)


5,713



5,284



(5,831
)Comprehensive (loss) income

$
23,431


$
31,623


$
(2,707
)    51




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008(In thousands)Operating Activities:Net income

$
17,718


$
26,339


$
3,124Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


58,246



37,239



39,280Provision for doubtful accounts


1,000



1,900



750Amortization of loan fees


1,970



110



3,672Excess tax benefits from stock-based compensation










1,638Net (gain) loss on disposal of property and equipment


(9
)


(42
)


9Stock-based compensation


11,494



8,095



4,324Deferred income taxes


(1,949
)


4,242



1,784Changes in assets and liabilities, net of effects from business
    acquisition:Accounts receivable


(2,613
)


9,894



(6,590
)Income tax receivable


2,347



365



116Prepaid expenses and other assets


(7,485
)


(1,768
)


2,055Accounts payable


11,397



4,525



(346
)Accrued expenses and other liabilities


1,970



(4,608
)


3,938Income tax payable


(6,592
)


5,964



27Deferred revenue


(22,322
)


4,226



(6,689
)Net cash provided by operating activities


65,172



96,481



47,092Investing Activities:Change in restricted cash


253,020



(287,875
)


Purchase of i2 Technologies, Inc.


(213,427
)






Payment of direct costs related to acquisitions


(3,625
)


(5,110
)


(4,242
)Purchase of property and equipment


(16,866
)


(7,136
)


(8,594
)Proceeds from dipsosal of property and equipment


634



84



132Net cash (used in) provided by investing activities


19,736



(300,037
)


(12,704
)Financing Activities:Issuance of common stock  equity plans


15,370



14,849



7,806Excess tax benefits for stock-based compensation










(1,638
)Purchase of treasury stock and other, net


(5,127
)


(6,543
)


(2,086
)Redemption of redeemable preferred stock






(28,068
)


Proceeds from issuance of long-term debt, net of discount






272,217



Debt issuance costs






(6,487
)


Principal payments on term loan agreement










(99,563
)Net cash (used in) provided by financing activities


10,243



245,968



(95,481
)Effect of exchange rates on cash and cash equivalents


493



866



(1,499
)Net (decrease) increase in cash and cash equivalents


95,644



43,278



(62,592
)Cash and Cash Equivalents, Beginning of Year


75,974



32,696



95,288Cash and Cash Equivalents, End of Year

$
171,618


$
75,974


$
32,696    52




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008(In thousands)Supplemental Disclosures of Cash Flow Information:Cash paid for income taxes

$
14,501


$
3,854


$
3,378Cash paid for interest

$
22,481


$
1,149


$
7,312Cash received for income tax refunds

$
1,841


$
856


$
852Supplemental Disclosure of Non-cash Investing Activities:Increase of goodwill recorded in acquisitions

$
91,588


$



$
714Shares issued in acquisition of i2 Technologies, Inc.

$
167,621


$



$
Supplemental Disclosure of Non-cash Financing Activities:Conversion of redeemable preferred stock to common stock

$



$
30,525


$
    53




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (in thousands, except percentages, shares, per share
    amounts or as otherwise stated)
  1.
    Nature of
    Business and Summary of Significant Accounting
    Policies  Nature of Business.
  Principles of Consolidation and Basis of
    Presentation.
    Use of Estimates.
  Foreign Currency Translation.
 54




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash and Cash Equivalents.
  Property and Equipment and Long-Lived
    Assets.
  Business Combinations.
  Goodwill and Intangible Assets. Supply Chain Pricing and Revenue
    Management
    product-by-product
    
    Revenue recognition.  Our revenue recognition
    policy is significant because our revenue is a key component of
    our results of operations. In addition, our revenue recognition
    determines the timing of 55




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  certain expenses such as commissions and royalties. We follow
    specific and detailed guidelines in measuring revenue; however,
    certain judgments affect the application of our revenue policy.    Ø
    Persuasive evidence of an arrangement exists and a license
    agreement has been signed;Ø
    Delivery, which is typically FOB shipping point, is complete;Ø
    Fees are fixed and determinable and there are no uncertainties
    surrounding product acceptance;Ø
    Collection is considered probable; andØ
    Vendor-specific objective evidence of fair value
    (VSOE) exists for all undelivered elements.  time-to-time, progress-to-completion
     56




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    progress-to-completion
      
    Extension of Credit and Accounts
    Receivable.  Consistent with industry practice and
    to be competitive in the software marketplace, we typically
    provide payment terms on most software license sales. Software
    licenses are generally due within twelve months from the date of
    delivery. Customers are reviewed for creditworthiness before we
    enter into a new arrangement that provides for software
    and/or a
    service element. We only recognize any revenue when we believe
    collection is probable. For those customers who are not credit
    worthy, we require prepayment of the software license fee or a
    letter of credit before we will ship our software. Payments for
    our software licenses are typically due within twelve months
    from the date of delivery. Although infrequent, where software
    license agreements call for payment terms of twelve months or
    more from the date of delivery, revenue is recognized as
    payments become due and all other conditions for revenue
    recognition have been satisfied. We have a history of collecting
    software payments when they come due without providing refunds
    or concessions. Consulting services are generally billed
    bi-weekly and maintenance services are billed annually or
    monthly. For those customers who are significantly delinquent or
    whose credit deteriorates, we typically put the account on hold
    and do not recognize any further services revenue, and may as
    appropriate withdraw support
    and/or our
    implementation staff until the situation has been resolved.  Software License Indemnification.
 57




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reimbursed Expenses.
  Product Development.
  Restructuring Charges.
  Derivative Instruments and Hedging
    Activities.
  marked-to-market
  marked-to-market
 58




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock-Based Compensation.
    Income Taxes.
    Earnings per Share.
 59




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Recent
    Accounting Pronouncements
  Revenue Recognition
     60




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Acquisitions  Acquisition
    of i2 Technologies, Inc. (2010)
  end-to-end
        Useful


Weighted AverageLife


Amortization PeriodCash

$
218,348Trade accounts receivable


31,361Other current assets


31,360Property and equipment


3,115Customer-based intangibles


74,600



1 to 7 years



6 yearsTechnology-based intangibles


24,300



7 years



7 yearsMarketing-based intangibles


14,300



5 years



5 yearsLong-term deferred tax assets


204,939Other non-current assets


6,323Goodwill


91,588Total assets acquired


700,234Deferred revenue


(56,028
)Other current liabilities


(44,452
)Total liabilities assumed


(100,480
)Net assets acquired from i2 Technologies, Inc.

$
599,754  61




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair value of JDA common stock issued as merger consideration

$
167,979Cash merger consideration


431,775Total merger consideration to acquire i2 Technologies,
    Inc.

$
599,754Cash merger consideration

$
431,775Less cash acquired from i2 Technologies


218,348Cash expended to acquire i2 Technologies, Inc.

$
213,427         Years Ended December 31,2010

2009Total revenues

$
632,236


$
608,610Net income

$
3,246


$
51,934Diluted earnings per share

$
0.08


$
1.25     IncomeRevenues

(Loss)i2 operating results from January 28, 2010 to
    December 31, 2010

$
208,968



*i2 operating results from January 1, 2010 to
    December 31, 2010

$
223,994



*i2 operating results from January 1, 2009 to
    December 31, 2009

$
222,810


$
34,359     *
    
    We are unable to provide separate disclosure of the earnings
    (loss) of i2 from January 28, 2010 (date of acquisition) to
    December 31, 2010 and the pro-forma results from
    January 1, 2010 to December 31, 2010 as the operating
    expenses of the combined company were co-mingled at the date of
    acquisition.  Acquisition
    of Equity Interest in European-based Strategix Enterprise
    Technology (2009)
   62




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Accounts
    Receivable, Net    2010


2009Trade receivables

$
106,358


$
75,661Less: allowance for doubtful accounts


(4,240
)


(6,778
)Total

$
102,118


$
68,883     2010


2009


2008Balance at beginning of period

$
6,778


$
5,139


$
7,030Provision for doubtful accounts


1,000



1,900



750Deductions, net


(3,538
)


(261
)


(2,641
)Balance at end of period

$
4,240


$
6,778


$
5,139   4.
    Property
    and Equipment, Net    2010


2009Computers, internal use software, furniture & fixtures
    and automobiles

$
93,462


$
83,520Land and buildings


26,652



26,652Leasehold improvements


8,763



7,400128,877



117,572Less: accumulated depreciation


(81,430
)


(76,730
)Net property and equipment

$
47,447


$
40,842     5.
    Goodwill
    and Other Intangibles, Net  Goodwill. Supply
    Chain
 63




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supply Chain Pricing and Revenue Management
  Customer-based not-to-compete; technology-based marketing-based Customer-based marketing-based Technology-based product-by-product customer-based, technology-based marketing-based
    December 31, 2010


December 31, 2009Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationGoodwill:Gross goodwill

$
236,576


$



$
144,988


$
Accumulated impairment losses


(9,713
)






(9,713
)


Goodwill, net


226,863







135,275



Other amortized intangible assets:Customer-based


257,983



(119,835
)


183,383



(84,119
)Technology-based


90,147



(52,654
)


65,847



(45,607
)Marketing-based


19,491



(7,734
)


5,191



(5,034
)Other amortized intangible assets, net


367,621



(180,223
)


254,421



(134,760
)Total goodwill and other intangible assets

$
594,484


$
(180,223
)

$
389,696


$
(134,760
)    64




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ending December 31,

Amortization Expense2011

$
45,5192012


44,9322013


44,2432014


27,3572015


12,997Thereafter


12,350Total

$
187,398   6.
    Accrued
    Expenses and Other Liabilities    December 31,


December 31,2010


2009Accrued compensation and benefits

$
38,672


$
28,292Acquisition reserves (Note 7)


4,845



4,585Accrued costs on terminated acquisition of i2 (Note 2)


1,150



1,150Accrued royalties


2,185



2,982Accrued interest


978



1,344Customer deposits


1,884



1,104Restructuring charges (Note 8)


2,904



378Accrued legal


21,424



1,141Accrued taxes


4,841



1,792Other accrued expenses and liabitilies


5,055



2,755Total

$
83,938


$
45,523   7.
    Acquisition
    Reserves  change-in-control
 65




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impact of











Impact ofChanges in


Balance








Changes in


BalanceInitial


Adjustments to


Cash


Exchange


December 31,


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


Reserves


Charges


Rates


2009


to Reserves


Charges


Rates


2010Acquisition reserves:Office closures, lease termination and sublease costs

$
29,212


$
(949
)

$
(16,110
)

$
(724
)

$
11,429


$
1,516


$
(3,251
)

$
(120
)

$
9,574Employee severance and termination benefits


3,607



(767
)


(2,468
)


125



497



(73
)


(374
)


(50
)


IT projects, contract termination penalties, capital lease
    buyouts and other costs to exits activities of Manugistics


1,450



222



(1,672
)






















34,269



(1,494
)


(20,250
)


(599
)


11,926



1,443



(3,625
)


(170
)


9,574Direct costs:


13,125



6



(13,131
)






















Total

$
47,394


$
(1,488
)

$
(33,381
)

$
(599
)

$
11,926


$
1,443


$
(3,625
)

$
(170
)

$
9,574       8.
    Restructuring
    Charges  2010
    Restructuring Charges
    Impact ofChanges in


BalanceInitial


Cash


Non-Cash


Exchange


December 31,Description of charge

Reserve


Charges


Settlements


Rates


2010Termination benefits

$
14,098


$
(13,284
)

$



$
89


$
941Office closures and other restructuring


5,380



(1,760
)

$
(376
)


65



3,309Total

$
19,478


$
(15,006
)

$
(376
)

$
154



4,250  66




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009
    Restructuring Charges
  Impact of











Impact ofChanges in


Balance








Changes in


BalanceInitial


Adjustments


Cash


Exchange


December 31,


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


to Reserves


Charges


Rates


2009


to Reserves


Charges


Rates


2010Termination benefits

$
6,486


$



$
(6,241
)

$
46


$
291


$
(63
)

$
(79
)

$
(44
)

$
105Office closures


































Total

$
6,486


$



$
(6,241
)

$
46


$
291


$
(63
)

$
(79
)

$
(44
)

$
105     2008
    Restructuring Charges
  Impact ofChanges in


BalanceInitial


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


to Reserves


Charges


Rates


2009Termination benefits

$
7,891


$
(281
)

$
(7,442
)

$
(168
)

$
Office closures


119



(18
)


(95
)


(6
)


Total

$
8,010


$
(299
)

$
(7,537
)

$
(174
)

$
     9.
    Long-term
    Debt:  Senior
    Notes
    360-day 30-day
 67




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             68




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Deferred
    Revenue    2010


2009Software

$
10,238


$
1,185Maintenance


70,986



61,046Consulting


5,083



2,165Training and other


1,748



1,269Deferred revenue  current portion


88,055



65,665Software


2,926



Maintenance


3,588



Consulting


2,576



Training and other






Deferred revenue  long-term portion


9,090



Total deferred revenue

$
97,145


$
65,665   11.
    Lease
    Commitments      For the Year Ending December 31,

Amount2011

$
22,5472012


16,4962013


8,9692014


4,9712015


1,656Thereafter


4,757Total

$
59,396  69




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Legal
    Proceedings  Dillards, Inc. vs. i2 Technologies, Inc.
  No. 07-10924-J,
      i2 Technologies, Inc. vs. Oracle Corporation
  (No. 6:09-cv-194-LED) (No. 6:10-cv-00284-LED)
   70




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shareholder Class Action Litigation
  (No. CC-09-08476-B). Form S-4,
    13.
    Redeemable
    Preferred Stock     71




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Share-Based
    Compensation      2011 Performance Program.
  2010 Performance Program. 24-month
  2009 Performance Program.
 72




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24-month
  2008 Performance Program.
  2007 Performance Program.
      Restricted Stock Units &Performance Share Awards


Restricted Stock AwardsWeighted Average





Weighted AverageUnits


Fair Value


Shares


Fair ValueNon-vested Balance, December 31, 2007


14


$
15.08



41


$
17.98Granted


511



15.92



10



19.86Vested


(373
)


15.92



(26
)


18.56Forfeited


(28
)


16.97







14.90Non-vested Balance, December 31, 2008


124



15.60



25



18.14Granted


227



17.23



80



15.13Vested


(285
)


16.59



(21
)


16.75Forfeited


(12
)


16.51



(10
)


20.59Non-vested Balance, December 31, 2009


54



17.01



74



15.15Granted


510



13.52



8



26.78Vested


(409
)


13.85



(38
)


17.27Forfeited


(45
)


13.84



(23
)


15.27Non-vested Balance, December 31, 2010


110


$
13.59



21


$
15.86   Equity Inducement Awards.
 73




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24-month
  24-month
        Restricted Stock Units &Performance Share Awards


Restricted Stock AwardsWeighted Average





Weighted AverageUnits


Fair Value


Shares


Fair ValueNon-vested Balance, December 31, 2008





$







$
Granted










100



17.98Vested














Forfeited














Non-vested Balance, December 31, 2009










100



17.98Granted


55



18.11







Vested


(40
)


18.11



(46
)


17.93Forfeited














Non-vested Balance, December 31, 2010


15


$
18.11



54


$
18.01   Stock
    Option Plans
   74




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingOptions Available





Exercise Pricefor Grant


Shares


per ShareBalance, December 31, 2007






3,231


$
6.44 to $27.50Plan shares expired


(159
)






Cancelled


159



(159
)

$
8.56 to $26.96Exercised






(697
)

$
6.44 to $16.80Balance, December 31, 2008






2,375


$
6.44 to $27.50Plan shares expired


(26
)






Cancelled


26



(26
)

$
6.44 to $16.80Exercised






(1,053
)

$
6.44 to $21.01Balance, December 31, 2009






1,296


$
10.33 to $27.50Plan shares expired


(7
)






Cancelled


7



(7
)

$
11.94 to $16.80Exercised






(743
)

$
10.33 to $27.50Balance, December 31, 2010






546


$
10.33 to $27.50       Options OutstandingWeighted





Options ExcercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (years)


Price


Exercisable


Price$10.33 to $14.88


264



2.74


$
12.51



264


$
12.51$15.15 to $21.17


263



1.37


$
18.53



263


$
18.53$25.33 to $27.50


19



1.40


$
26.94



19


$
26.94546



2.03


$
15.91



546


$
15.91     Employee Stock Purchase Plan.
 75




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of Securitiesto be IssuedUpon Exercise of





Number of SecuritiesOutstanding Options





Remaining Availableor Vesting of


Weighted-Average


for Future IssuanceResticted Stock


Exercise Price of


Under EquityEquity Compensation Plans

Units


Outstanding Options


Compensation PlansApproved by stockholders:1996 Option Plan


457


$
16.17



1996 Directors Plan


61


$
16.23



2005 Performance Incentive Plan


131


$




2,507Employee Stock Purchase Plan


1,214


$




1,2141,863


$
16.18



3,721Not approved by stockholders:1998 Option Plan


29


$
11.08



Non-Plan Equity Inducement Awards


169


$




2,061


$
15.91



3,721     Years Ended December 31,2010


2009


2008Cost of maintenance services

$
482


$
590


$
319Cost of consulting services


1,565



1,107



307Product development


1,149



721



550Sales and marketing


2,628



2,188



1,058General and administrative


5,670



3,489



2,090Total stock-based compensation expense

$
11,494


$
8,095


$
4,324   15.
    Treasury
    Stock Purchases  12-month
     76




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Employee
    Benefit Plans  time-to-time
  17.
    Income
    Taxes    Year Ended December 31,2010


2009


2008Current taxes:Federal

$
3,739


$
295


$
3,752State


(1,947
)


1,957



347Foreign


4,429



4,746



(268
)Total current taxes


6,221



6,998



3,831Deferred taxesFederal


1,074



7,604



(1,118
)State


332



634



226Foreign


(1,992
)


(2,387
)


1,395Total deferred taxes


(586
)


5,851



503Income tax provision

$
5,635


$
12,849


$
4,334    77




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Income before income taxes

$
23,353


$
39,188


$
7,458Income tax at federal statutory rate

$
8,174


$
13,716


$
2,610Research and development credits


(1,115
)


(773
)


(930
)Meals, entertainment and other non-deductible expenses


942



425



332State income taxes


776



1,294



59Section 199 deduction


(532
)


(554
)


Foreign tax rate differential


(1,371
)


(451
)


(804
)Changes in estimate, foreign statutory rates and other






(506
)


2,582Interest and penalties on uncertain tax positions


(1,352
)


(386
)


365Uncertain tax positions


(946
)


(170
)


Transaction costs


1,114







Other, net


(55
)


254



120Income tax provision

$
5,635


$
12,849


$
4,334Effective tax rate


24.1
%


32.8
%


58.1
%     2010


2009Current


Non-Current


Current


Non-CurrentDeferred tax asset:Accruals and reserves

$
18,019


$
4,091


$
7,342


$
6,698Deferred revenue


3,673



1,161



271



Net operating loss carryforwards


22,984



228,400



9,479



50,301Foreign deferred and NOL


2,236



8,990



1,322



3,054Tax credit carryforwards






19,174







11,825R&D expenses capitalized






39,218



1,679



3,417Property and equipment






7,577







3,946Total deferred tax assets


46,912



308,611



20,093



79,241Deferred tax liability:Goodwill and other intangibles






(33,754
)






(30,746
)Total deferred tax liability






(33,754
)






(30,746
)Valuation allowance for deferred tax assets


(3,159
)


(19,471
)


(951
)


(4,145
)Net deferred tax assets

$
43,753


$
255,386


$
19,142


$
44,350    78




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010


2009Unrecognized tax benefits, beginning of year

$
11,394


$
11,721Increase (decrease) related to prior year tax positions






471Increase related to current year tax positions






317Expirations


(1,753
)


(722
)Settlements


(545
)


(393
)Acquired unrecognized tax benefits


5,436



Unrecognized tax benefits, end of year

$
14,532


$
11,394         Country

Open Tax Years Subject to ExaminationUnited States


2009 - 2010United Kingdom


2006 - 2010India


2002 - 2010      79




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      18.
    Earnings
    per Share     80




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Net income

$
17,718


$
26,339


$
3,124Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock






(8,593
)


Income applicable to common shareholders


17,718



17,746



3,124Undistributed earnings:Common stock


17,718



16,613



2,796Series B preferred stock






1,133



328Total undistributed earnings

$
17,718


$
17,746


$
3,124Weighted-average shares:Common stock


41,173



32,706



30,735Series B preferred stock






2,230



3,604Shares  basic earnings per share


41,173



34,936



34,339Dilutive common stock equivalents


537



322



846Shares  diluted earnings per share


41,710



35,258



35,185Basic earnings per share applicable to common shareholders:Common stock

$
0.43


$
0.51


$
0.09Series B preferred stock

$



$
0.51


$
0.09Diluted earnings per share applicable to common shareholders

$
0.42


$
0.50


$
0.09     Year Ended December 31,2010


2009


2008Employee stock options


12



795



775Contingently issuable restricted stock units or performance
    shares






561



223Total


12



1,356



998   19.
    Segment
    Information   81




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Revenues:Americas

$
404,140


$
264,681


$
269,269Europe


109,667



82,011



87,656Asia/Pacific


103,402



39,108



33,407Total revenues

$
617,209


$
385,800


$
390,332   Year Ended December 31,2010


2009


2008Indentifiable assets:Americas

$
889,576


$
695,539


$
402,350Europe


124,209



85,817



86,780Asia/Pacific


99,743



40,310



35,646Total

$
1,113,528


$
821,666


$
524,776       Retail Manufacturing and Distribution
  
    Supply Chain.  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in the supply chain management market. The majority
    of our products are specifically designed to provide customers
    with one synchronized view of product demand while managing the
    flow and allocation of materials, information, finances and
    other resources across global supply chains, from manufacturers
    to distribution centers and transportation networks to the
    retail store and consumer (collectively, the Supply
    Chain). This segment combines all revenues previously
    reported by the Company under the Retailand
    Manufacturing and Distribution reportable business
    segments and includes all revenues related to i2 applications
    and services.
    Pricing and Revenue Management (previously known as Services
    Industries).  This reportable business segment
    includes all revenues related to applications and services sold
    to customers in service industries such as travel,
    transportation, hospitality, media and telecommunications. The
    Pricing and Revenue Managementsegment is centrally
    managed by a team that has global responsibilities for this
    market. 82




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31,2010


2009


2008Revenues:Supply Chain

$
597,061


$
354,402


$
369,947Pricing and Revenue Management


20,148



31,398



20,385$
617,209


$
385,800


$
390,332Operating Income (Loss):Supply Chain

$
201,730


$
114,174


$
121,015Pricing and Revenue Management


(1,542
)


8,636



2,001Other (see below)


(153,760
)


(82,930
)


(102,708
)$
46,428


$
39,880


$
20,308Depreciation:Supply Chain

$
11,306


$
7,336


$
7,610Pricing and Revenue Management


1,477



1,049



699$
12,783


$
8,385


$
8,309Other:General and administrative

$
72,299


$
47,664


$
44,963Amortization of intangible assets


38,415



23,633



24,303Restructuring charge and adjustments to acquisition-related
    reserves


20,931



6,865



8,382Acquisition-related costs


8,115



4,768



Costs of abandoned acquistion










25,060Litigation provision


14,000







$
153,760


$
82,930


$
102,708   Supply Chain Pricing and
    Revenue Management
 83




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    Quarterly
    Data  (Unaudited)    2010

2009Fourth

Third

Second

First

Fourth

Third

Second

FirstQuarter

Quarter

Quarter

Quarter

Quarter

Quarter

Quarter

Quarter(In thousands, except per share amounts)Total revenue

$
168,762


$
158,443


$
158,373


$
131,631


$
107,123


$
95,859


$
99,485


$
83,333Operating income (loss)

$
12,090


$
17,535


$
17,056


$
(253
)

$
11,524


$
9,480


$
14,418


$
4,458Income (loss) applicable to common shareholders

$
5,847


$
8,273


$
7,866


$
(4,268
)

$
8,497


$
(2,330
)

$
8,935


$
2,644Basic net income (loss) per common share

$
0.14


$
0.20


$
0.19


$
(0.11
)

$
0.25


$
(0.07
)

$
0.26


$
0.08Diluted net income (loss) per common share

$
0.14


$
0.20


$
0.19


$
(0.11
)

$
0.24


$
(0.07
)

$
0.25


$
0.08   21.
    Condensed
    Consolidating Financial Information  Regulation S-X, Section 210.3-10(f),
   84




---



##### Table of Contents



CONDENSED
    CONSOLIDATING BALANCE SHEETS
    DECEMBER 31, 2010
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
133,631


$
37,987


$



$
171,618Restricted cash






34,021



834







34,855Account receivable, net






79,886



22,232







102,118Income tax receivable


9,098



(8,685
)


(413
)






Deferred tax assets  current portion






41,512



2,241







43,753Prepaid expenses and other current assets


440



18,914



8,369







27,723Total current assets


9,538



299,279



71,250







380,067Non-Current Assets:Property and equipment, net






40,147



7,300







47,447Goodwill






226,863











226,863Other intangibles, net






187,398











187,398Deferred tax assets  long-term portion






243,837



11,549







255,386Other non-current assets


5,636



135



10,596







16,367Investment in subsidiaries


185,168



49,547



(7,111
)


(227,604
)


Intercompany accounts


697,438



(724,996
)


27,558







Total non-current assets


888,242



22,931



49,892



(227,604
)


733,461Total Assets

$
897,780


$
322,210


$
121,142


$
(227,604
)

$
1,113,528LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$



$
18,892


$
2,200


$



$
21,092Accrued expenses and other liabilities


978



54,931



28,029







83,938Income taxes payable






(379
)


697







318Deferred revenue  current portion






64,265



23,790







88,055Total current liabilities


978



137,709



54,716







193,403Non-Current Liabilities:Long-term debt


272,695















272,695Accrued exit and disposal obligations






3,997



3,363







7,360Liability for uncertain tax positions






4,071



2,802







6,873Deferred revenue  long-term portion






9,090











9,090Total non-current liabilities


272,695



17,158



6,165







296,018Total Liabilities


273,673



154,867



60,881







489,421Stockholders Equity


624,107



167,343



60,261



(227,604
)


624,107Total Liabilities and Stockholders Equity

$
897,780


$
322,210


$
121,142


$
(227,604
)

$
1,113,528  85




---



##### Table of Contents



CONDENSED
    CONSOLIDATING BALANCE SHEETS
    DECEMBER 31, 2009
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
47,170


$
28,804


$



$
75,974Restricted cash


287,875















287,875Account receivable, net






53,535



15,348







68,883Income tax receivable


469



5,941



(6,410
)






Deferred tax assets  current portion






17,973



1,169







19,142Prepaid expenses and other current assets






11,273



4,394







15,667Total current assets


288,344



135,892



43,305







467,541Non-Current Assets:Property and equipment, net






35,343



5,499







40,842Goodwill






135,275











135,275Other intangibles, net






119,661











119,661Deferred tax assets  long-term portion






37,781



6,569







44,350Other non-current assets


6,697



124



7,176







13,997Investment in subsidiaries


154,166



27,575







(181,741
)


Intercompany accounts


234,479



(253,131
)


18,652







Total non-current assets


395,342



102,628



37,896



(181,741
)


354,125Total Assets

$
683,686


$
238,520


$
81,201


$
(181,741
)

$
821,666LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$



$
6,140


$
1,052


$



$
7,192Accrued expenses and other liabilities






28,809



16,714







45,523Income taxes payable






1,255



2,234







3,489Deferred revenue  current portion






44,145



21,520







65,665Total current liabilities






80,349



41,520







121,869Non-Current Liabilities:Long-term debt


272,250















272,250Accrued exit and disposal obligations






4,723



2,618







7,341Liability for uncertain tax positions






8,770











8,770Deferred revenue  long-term portion


















Total non-current liabilities


272,250



13,493



2,618







288,361Total Liabilities


272,250



93,842



44,138







410,230Stockholders Equity


411,436



144,678



37,063



(181,741
)


411,436Total Liabilities and Stockholders Equity

$
683,686


$
238,520


$
81,201


$
(181,741
)

$
821,666  86




---



##### Table of Contents



CONDENSED
    CONSOLIDATING STATEMENTS OF INCOME
    YEAR ENDED DECEMBER 31, 2010
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)REVENUES:Software licenses

$



$
109,546


$



$



$
109,546Subscriptions and other recurring revenues






21,143











21,143Maintenance services






172,712



73,529







246,241Product revenues






303,401



73,529







376,930Consulting services






151,681



68,736







220,417Reimbursed expenses






13,379



6,483







19,862Service revenues






165,060



75,219







240,279Total revenues






468,461



148,748







617,209COST OF REVENUES:Cost of software licenses






4,256











4,256Amortization of acquired software technology






7,047











7,047Cost of maintenance services






34,910



17,633







52,543Cost of product revenues






46,213



17,633







63,846Cost of consulting services






119,259



50,567







169,826Reimbursed expenses






13,379



6,483







19,862Cost of service revenues






132,638



57,050







189,688Total cost of revenues






178,851



74,683







253,534GROSS PROFIT






289,610



74,065







363,675OPERATING EXPENSES:Product development






46,640



25,518







72,158Sales and marketing






57,712



33,617







91,329General and administrative






58,364



13,935







72,299Amortization of intangibles






38,415











38,415Restructuring charges






12,156



8,775







20,931Acquisition-related costs






8,115











8,115Litigation provision






14,000











14,000Total operating expenses






235,402



81,845







317,247OPERATING INCOME






54,208



(7,780
)






46,428Interest expense and amortization of loan fees


(23,943
)


(584
)


(231
)






(24,758
)Interest income and other, net






(24,755
)


26,438







1,683Income tax provision


9,098



(9,655
)


(5,078
)






(5,635
)Equity in earnings of subsidiaries, net


32,563



8,898







(41,461
)


NET INCOME

$
17,718


$
28,112


$
13,349


$
(41,461
)

$
17,718  87




---



##### Table of Contents



CONDENSED
    CONSOLIDATING STATEMENTS OF INCOME
    YEAR ENDED DECEMBER 31, 2009
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)REVENUES:Software licenses

$



$
84,913


$



$



$
84,913Subscriptions and other recurring revenues






3,873











3,873Maintenance services






112,829



66,507







179,336Product revenues






201,615



66,507







268,122Consulting services






66,799



40,819







107,618Reimbursed expenses






6,872



3,188







10,060Service revenues






73,671



44,007







117,678Total revenues






275,286



110,514







385,800COST OF REVENUES:Cost of software licenses






3,241











3,241Amortization of acquired software technology






3,920











3,920Cost of maintenance services






31,546



11,619







43,165Cost of product revenues






38,707



11,619







50,326Cost of consulting services






55,292



29,993







85,285Reimbursed expenses






6,872



3,188







10,060Cost of service revenues






62,164



33,181







95,345Total cost of revenues






100,871



44,800







145,671GROSS PROFIT






174,415



65,714







240,129OPERATING EXPENSES:Product development






40,541



10,777







51,318Sales and marketing






40,937



25,064







66,001General and administrative






38,584



9,080







47,664Amortization of intangibles






23,633











23,633Restructuring charges






3,723



3,142







6,865Acquisition-related costs






4,768











4,768Total operating expenses






152,186



48,063







200,249OPERATING INCOME






22,229



17,651







39,880Interest expense and amortization of loan fees


(2,000
)


(538
)


(174
)






(2,712
)Finance costs on abandoned acquisition


767















767Interest income and other, net






10,965



(9,712
)






1,253Income tax provision


469



(11,051
)


(2,267
)






(12,849
)Equity in earnings of subsidiaries, net


27,103



2,399







(29,502
)


NET INCOME


26,339



24,004



5,498



(29,502
)


26,339Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock


(8,593
)














(8,593
)INCOME APPLICABLE TO COMMON SHAREHOLDERS

$
17,746


$
24,004


$
5,498


$
(29,502
)

$
17,746  88




---



##### Table of Contents



CONDENSED
    CONSOLIDATING STATEMENTS OF INCOME
    YEAR ENDED DECEMBER 31, 2008
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)REVENUES:Software licenses

$



$
89,196


$



$



$
89,196Subscriptions and other recurring revenues






3,702











3,702Maintenance services






114,688



68,156







182,844Product revenues






207,586



68,156







275,742Consulting services






64,939



39,133







104,072Reimbursed expenses






7,198



3,320







10,518Service revenues






72,137



42,453







114,590Total revenues






279,723



110,609







390,332COST OF REVENUES:Cost of software licenses






3,499











3,499Amortization of acquired software technology






5,277











5,277Cost of maintenance services






32,397



13,337







45,734Cost of product revenues






41,173



13,337







54,510Cost of consulting services






50,096



31,858







81,954Reimbursed expenses






7,198



3,320







10,518Cost of service revenues






57,294



35,178







92,472Total cost of revenues






98,467



48,515







146,982GROSS PROFIT






181,256



62,094







243,350OPERATING EXPENSES:Product development






44,592



9,274







53,866Sales and marketing






40,750



25,718







66,468General and administrative






35,612



9,351







44,963Amortization of intangibles






24,303











24,303Restructuring charges






2,872



5,510







8,382Cost of abandoned acquisition


25,060















25,060Total operating expenses


25,060



148,129



49,853







223,042OPERATING INCOME


(25,060
)


33,127



12,241







20,308Interest expense and amortization of loan fees


(9,837
)


(337
)


(175
)






(10,349
)Finance costs on abandoned acquisition


(5,292
)














(5,292
)Interest income and other, net


107



8,353



(5,669
)






2,791Income tax provision


5,708



(8,607
)


(1,435
)






(4,334
)Equity in earnings of subsidiaries, net


37,498



3,235







(40,733
)


NET INCOME

$
3,124


$
35,771


$
4,962


$
(40,733
)

$
3,124  89




---



##### Table of Contents



CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2010
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)Net Cash Provided by Operating Activities

$
168,512


$
(122,434
)

$
19,094


$



$
65,172Investing Activities:Change in restricted cash


253,020



(34,021
)


(34,021
)






253,020Purchase of i2 Technologies, Inc.


(431,775
)


218,348











(213,427
)Payment of direct costs related to acquisitions






(1,101
)


(2,524
)






(3,625
)Purchase of property and equipment






(10,597
)


(6,269
)






(16,866
)Proceeds from dipsosal of property and equipment






603



31







634Net cash (used in) provided by investing activities


(178,755
)


173,232



25,259







19,736Financing Activities:Issuance of common stock  equity plans


15,370















15,370Excess tax benefits for stock-based compensation


















Purchase of treasury stock and other, net


(5,127
)














(5,127
)Change in intercompany receivable/payable






43,780



(43,780
)






Net cash (used in) provided by financing activities


10,243



43,780



(43,780
)






10,243Effect of exchange rates on cash and cash equivalents






(8,117
)


8,610







493Net (decrease) increase in cash and cash equivalents






86,461



9,183







95,644Cash and Cash Equivalents, Beginning of Year






47,170



28,804







75,974Cash and Cash Equivalents, End of Year

$



$
133,631


$
37,987


$



$
171,618   CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2009
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)Net Cash Provided by Operating Activities

$
41,907


$
50,952


$
3,622


$



$
96,481Investing Activities:Change in restricted cash


(287,875
)














(287,875
)Payment of direct costs related to acquisitions






(3,031
)


(2,079
)






(5,110
)Purchase of property and equipment






(4,670
)


(2,466
)






(7,136
)Proceeds from dipsosal of property and equipment






35



49







84Net cash (used in) provided by investing activities


(287,875
)


(7,666
)


(4,496
)






(300,037
)Financing Activities:Issuance of common stock  equity plans


14,849















14,849Purchase of treasury stock and other, net


(6,543
)














(6,543
)Redemption of redeemable preferred stock


(28,068
)














(28,068
)Proceeds from issuance of long-term debt, net of discount


272,217















272,217Debt issuance costs


(6,487
)














(6,487
)Change in intercompany receivable/payable






(6,703
)


6,703







Net cash (used in) provided by financing activities


245,968



(6,703
)


6,703







245,968Effect of exchange rates on cash and cash equivalents






(254
)


1,120







866Net (decrease) increase in cash and cash equivalents






36,329



6,949







43,278Cash and Cash Equivalents, Beginning of Year






10,841



21,855







32,696Cash and Cash Equivalents, End of Year

$



$
47,170


$
28,804


$



$
75,974  90




---



##### Table of Contents



CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2008
  JDASoftware


Guarantor


Non-GuarantorGroup, Inc.


Subsidiaries


Subsidiaries


Elminations


Consolidated(In thousands)Net Cash Provided by Operating Activities

$
95,481


$
(51,561
)

$
3,172


$



$
47,092Investing Activities:Payment of direct costs related to acquisitions






(4,242
)










(4,242
)Purchase of property and equipment






(5,502
)


(3,092
)






(8,594
)Proceeds from dipsosal of property and equipment






132











132Net cash (used in) provided by investing activities






(9,612
)


(3,092
)






(12,704
)Financing Activities:Issuance of common stock  equity plans


7,806















7,806Excess tax benefits for stock-based compensation


(1,638
)














(1,638
)Purchase of treasury stock and other, net


(2,086
)














(2,086
)Principal payments on term loan agreement


(99,563
)














(99,563
)Change in intercompany receivable/payable






10,991



(10,991
)






Net cash (used in) provided by financing activities


(95,481
)


10,991



(10,991
)






(95,481
)Effect of exchange rates on cash and cash equivalents






286



(1,785
)






(1,499
)Net (decrease) increase in cash and cash equivalents






(49,896
)


(12,696
)






(62,592
)Cash and Cash Equivalents, Beginning of Year






60,737



34,551







95,288Cash and Cash Equivalents, End of Year

$



$
10,841


$
21,855


$



$
32,696  91




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Hamish
    N. J. Brewer   President, Chief Executive Officer and Director
 (Principal Executive Officer)
      Signature

Title/s/  James
    D. ArmstrongJames
    D. Armstrong

Chairman of the Board/s/  Hamish
    N. J. BrewerHamish
    N. J. Brewer

President, Chief Executive Officer
    and Director (Principal Executive Officer)/s/  Peter
    S. HathawayPeter
    S. Hathaway

Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)/s/  J.
    Michael GullardJ.
    Michael Gullard

DirectorRichard
    Haddrill

Director/s/  Douglas
    G. MarlinDouglas
    G. Marlin

Director/s/  Jock
    PattonJock
    Patton

Director  92




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##### Table of Contents



EXHIBIT INDEX
  Exhibit #



Description of Document2
.1



Agreement and Plan of Merger by and between JDA Software Group,
    Inc., Alpha Acquisition Corp and i2 Technologies, Inc.
    dated November 4, 2009. (Incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    dated November 4, 2009, as filed on November 5, 2009).3
.1



Third Restated Certificate of Incorporation of the Company, as
    amended through July 14, 2010. (Incorporated by reference
    to Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2010, as filed on
    August 9, 2010).3
.2



Amended and Restated Bylaws of JDA Software Group, Inc. (as
    amended through April 22, 2010) (Incorporated by reference
    to Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    dated April 22, 2010, as filed on April 28, 2010).3
.3



Certificate of Designation of rights, preferences, privileges
    and restrictions of Series B Convertible Preferred Stock of
    JDA Software Group, Inc filed with the Secretary of State of the
    State of Delaware on July 5, 2006. (Incorporated by
    reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K
    dated July 5, 2006, as filed on July 6, 2006).3
.4



Certificate of Correction filed to correct a certain error in
    the Certificate of Designation of rights, preferences,
    privileges and restrictions of Series B Convertible
    Preferred Stock of JDA Software Group, Inc. filed with the
    Secretary of State of the State of Delaware on July 5,
    2006. (Incorporated by reference to Exhibit 3.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006, as filed
    on November 9, 2006).4
.1



Specimen Common Stock Certificate of JDA Software Group, Inc.
    (Incorporated by reference the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-748),
    declared effective on March 14, 1996).4
.2



8.0% Senior Notes Due 2014 Indenture dated as of
    December 10, 2009 among JDA Software Group, Inc., the
    Guarantors, and U.S. Bank National Association, as trustee.
    (Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    dated December 10, 2009, as filed on December 11,
    2009).4
.3



Supplemental Indenture dated as of January 28, 2010 among
    JDA Software Group, Inc., i2 Technologies, Inc.,
    i2 Technologies US, Inc., the Guarantors and U.S. Bank
    National Association, as trustee (Incorporation by reference to
    Exhibit 4.3 to the Companys Registration Statement on
    Form S-4
    (File
    No. 333-167429),
    as filed on September 9, 2010).10
.1(1)



Form of Indemnification Agreement. (Filed herewith).10
.2(1)



1996 Stock Option Plan, as amended on March 28, 2003.
    (Incorporated by reference to Exhibit 10.3 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004).10
.3(1)



1996 Outside Directors Stock Option Plan and forms of agreement
    thereunder. (Incorporated by reference to the Companys
    Registration Statement on
    Form S-1
    (File
    No. 333-748),
    declared effective on March 14, 1996).10
.4(1)



Executive Employment Agreement between James D. Armstrong and
    JDA Software Group, Inc. dated July 23, 2002, together with
    Amendment No. 1 effective August 1, 2003 (Incorporated
    by reference to Exhibit 10.5 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 21, 2003, as filed on
    March 12, 2004).10
.5(1)



Amended and Restated Executive Employment Agreement between
    Hamish N. Brewer and JDA Software Group, Inc. dated
    September 8, 2009. (Incorporated by reference to
    Exhibit 10.5 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2009, as filed on
    March 16, 2010).10
.6(1)



1998 Nonstatutory Stock Option Plan, as amended on
    March 28, 2003. (Incorporated Reference to
    Exhibit 10.8 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004).10
.7(1)



2005 Performance Incentive Plan (Incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    dated May 16, 2005, as filed on June 20, 2005).10
.8



2008 Employee Stock Purchase Plan, as amended through
    January 27, 2011. (Filed herewith). 93




---



##### Table of Contents



Exhibit #



Description of Document10
.10(2)



Value-Added Reseller License Agreement for Uniface Software
    between Compuware Corporation and JDA Software Group, Inc. dated
    April 1, 2000, together with Product
    Schedule No. One dated June 23, 2000, Product
    Schedule No. Two dated September 28, 2001, and
    Amendment to Product Schedule No. Two dated
    December 23, 2003. (Incorporated by reference to
    Exhibit 10.14 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004).10
.11(1)



JDA Software, Inc. 401(k) Profit Sharing Plan, adopted as
    amended effective January 1, 2004. (Incorporated by
    reference to Exhibit 10.15 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004).10
.12(1)



Form of Rights Agreement between the Company and ChaseMellon
    Shareholder Services, as Rights Agent (including as
    Exhibit A the Form of Certificate of Designation,
    Preferences and Rights of the Terms of the Series A
    Preferred Stock, as Exhibit B the Form of Right
    Certificate, and as Exhibit C the Summary of Terms and
    Rights Agreement). (Incorporated by reference to Exhibit 1
    to the Companys Current Report on
    Form 8-K
    dated October 2, 1998, as filed on October 28, 1998).10
.13(1)(3)



Form of Incentive Stock Option Agreement between JDA Software
    Group, Inc. and certain Senior Executive Officers to be used in
    connection with stock options granted pursuant to the JDA
    Software Group, Inc. 1996 Stock Option Plan. (Incorporated by
    reference to Exhibit 10.20 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999, as filed on
    March 16, 2000).10
.14(1)(3)



Form of Nonstatutory Stock Option Agreement between JDA Software
    Group, Inc. and certain Senior Executive Officers to be used in
    connection with stock options granted pursuant to the JDA
    Software Group, Inc. 1996 Stock Option Plan. (Incorporated by
    reference to Exhibit 10.21 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999, as filed on
    March 16, 2000).10
.15(1)(4)



Form of Amendment of Stock Option Agreement between JDA Software
    Group, Inc. and certain Senior Executive Officers, amending
    certain stock options granted pursuant to the JDA Software
    Group, Inc. 1996 Stock Option Plan. (Incorporated by reference
    to Exhibit 10.22 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, as filed on
    March 16, 2000).10
.16(1)(5)



Form of Incentive Stock Option Agreement between JDA Software
    Group, Inc. and certain Senior Executive Officers to be used in
    connection with stock options granted pursuant to the JDA
    Software Group, Inc. 1996 Stock Option Plan. (Incorporated by
    reference to Exhibit 10.24 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999, as filed on
    March 16, 2000).10
.17(1)



Form of Restricted Stock Unit Agreement to be used in connection
    with restricted stock units granted pursuant to the JDA Software
    Group, Inc. 2005 Performance Incentive Plan (Incorporated by
    reference to Exhibit 99.2 to the Companys Current
    Report on
    Form 8-K
    dated October 28, 2005, as filed on November 3, 2005).10
.18(1)



Standard Form of Restricted Stock Agreement to be used in
    connection with restricted stock granted pursuant to the JDA
    Software Group, Inc. 2005 Performance Incentive Plan.
    (Incorporated by reference to Exhibit 10.31 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, as filed on
    March 16, 2006).10
.19(1)



Form of Restricted Stock Agreement to be used in connection with
    restricted stock granted to Hamish N. Brewer pursuant to the JDA
    Software Group, Inc. 2005 Performance Incentive Plan.
    (Incorporated by reference to Exhibit 10.32 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, as filed on
    March 16, 2006).10
.24(1)(2)



Executive Employment Agreement between Pete Hathaway and JDA
    Software Group, Inc. dated July 20, 2009. (Incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q/A
    (Amendment No. 1) for the quarterly period ended
    September 30, 2009, as filed on December 18, 2009).10
.25(1)(2)



Executive Employment Agreement between Jason Zintak and JDA
    Software Group, Inc. dated August 18, 2009. (Incorporated
    by reference to Exhibit 10.2 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009, as filed
    on November 3, 2009). 94




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##### Table of Contents



Exhibit #



Description of Document10
.30



Exchange and Registration Rights Agreement Between JDA Software
    Group, Inc. and certain Purchasers represented by Goldman,
    Sachs & Co. and Wells Fargo Securities, LLC, dated
    December 10, 2009. (Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated December 10, 2009, as filed on December 11,
    2009).10
.31



Escrow and Security Agreement Between JDA Software Group, Inc.
    and U.S. Bank National Association dated December 10, 2009.
    (Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    dated December 10, 2009, as filed on December 11,
    2009).14
.1

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Code of Business Conduct and Ethics. (Incorporated by reference
    to Exhibit 14.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004).21
.1

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Subsidiaries of Registrant. (Filed herewith).23
.1



Consent of Independent Registered Public Accounting Firm. (Filed
    herewith).31
.1



Rule 13a-14(a)
    Certification of Chief Executive Officer. (Filed herewith).31
.2



Rule 13a-14(a)
    Certification of Chief Financial Officer. (Filed herewith).32
.1



Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    (Filed herewith).     (1)
    
    Management contracts or compensatory plans or arrangements
    covering executive officers or directors of the Company.(2)
    
    Confidential treatment has been granted as to part of this
    exhibit.(3)
    
    Applies to James D. Armstrong.(4)
    
    Applies to Hamish N. Brewer.(5)
    
    Applies to Senior Executive Officers with the exception of James
    D. Armstrong 95