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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,
    2009oro

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
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    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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TABLE OF CONTENTS  PART IItem 1B. Unresolved Staff Comments -- NoneItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Removed and ReservedPART IIItem 5. Market for Registrants Common Equity and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure -Item 9A. Controls and ProceduresItem 9B. Other Information -- NoneREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPART IIIItem 10. Board of Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMJDA SOFTWARE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETSJDA SOFTWARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOMEJDA SOFTWARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)JDA SOFTWARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWSJDA SOFTWARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWSJDA 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)EX-10.1EX-10.5EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1    Table of Contents   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
  end-to-end
       2




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Form 10-K,
  Overview
    Industry
    Overview
      2008-2013, (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 $0.2
    Billion):  Enables service organizations to help
    manage the growing number of parts and part locations.    
    Increased Global Competition:  Increased global
    competition and the current economic downturn have led to price
    pressure and shortened product life cycles. As a result,
    companies currently face pressure to generate greater value
    throughout the supply chain. Many companies have begun to use
    low-cost, highly-skilled offshore resources to maintain margins,
    but coordinating these offshore resources with the delivery of
    goods and services in onshore markets can be challenging due to
    longer lead times. The globalization of supply chains furthers
    demand for effective supply chain management. 3




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
    Business Intelligence Trends in Enterprise
    Software:  Recent trends related to the
    enhancement of business intelligence throughout the enterprise,
    which emphasizes the importance of real-time information and
    analytic tools, have driven the need for advanced supply chain
    solutions that can provide the right type of information, report
    it in a way that facilitates decision-making, and do so in a
    timely manner.
    Continued Shift from Niche Vendor
    Offerings:  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:  Companies have begun to place
    significant value on packaged business software products focused
    on specific industry verticals, as opposed to general software
    functionality. Since SCM software must consider the specific
    components and attributes of an industrys supply chain,
    SCM software is, by its very nature, vertically-focused.
    Shift Towards Subscription-Based Software
    Delivery:  Subscription-based software offerings
    are a growth area in enterprise software generally because they
    represent a deployment model that can be easier to implement
    than traditional license-based software. Subscription-based
    offerings currently represent 15% of the overall supply chain
    software market, according to Gartners July 2009
    publication entitled Dataquest Insight: Supply Chain
    Management Software Market Share Analysis, Worldwide,
    2008. Key areas of these deployments include procurement
    and sourcing  components of SCM software.  Product
    Overview
      Planning
    and Optimization Solutions
  
    Demand Management  solutions 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 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 4




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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.  This reportable business segment
    includes all revenues related to applications and services sold
    to retail customers. 5




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
    Manufacturing and Distribution.  This
    reportable business segment includes all revenues related to
    applications and services sold to manufacturing and distribution
    companies, including process manufacturers, consumer goods
    manufacturers, life sciences companies, high tech organizations,
    oil and gas companies, automotive producers and other discrete
    manufacturers involved with government, aerospace and defense
    contracts.
    Services Industries.  This reportable business
    segment, which is outside of the SCM market, includes all
    revenues related to applications and services sold to customers
    in service industries such as travel, transportation,
    hospitality, media and telecommunications. The services
    industries segment is centrally managed by a team that has
    global responsibilities for this market.  Retail Manufacturing and Distribution
  Business
    Opportunities and Growth Strategies
      Focus on Core Competency:
  Increase Add-On Sales to Existing Customers:
  Invest in New Business Opportunities:
  Expand Margins Through New Low-Cost Delivery
    Models: CoE) CoE CoE CoE
  Expand Marketing and Indirect Sales
    Alliances:
 6




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Product
    Strategy
          Investment
    Protection Program
  like-for-like
 7




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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
    24/7 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. In addition, we have a Platinum offering that
    includes 24x7 support for critical issues on certain of our
    products, annual strategic planning meetings, technical and
    functional health checks, and customized training. The vast
    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 2009 at approximately 92%.  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.
    Technical 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 Education Services. Education
    Services include multimodal process and solution training,
    role-based certification tracks, benchmarking surveys and
    services and best practice/ 8




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business strategy information. Education 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 costs of operation, 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
  Services
    Industries
      Competition
   9




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head-to-head
  Proprietary
    Rights
        (ASC)
    460  Guarantees.
  Employees
   10




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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 remain profitable.
    
    attract and retain an adequate client base;
    manage effectively a larger and more global business;
    react to changes, including technological changes, in the
    markets we target or operate in;
    deploy our services in additional markets or industry segments;
    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; 11




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
    our ability to obtain additional financing for working capital,
    capital expenditures, acquisitions or general corporate purposes
    may be impaired;
    our high level of 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 high level of indebtedness may make us more vulnerable to
    economic downturns and adverse developments in our
    business; and
    our ability to fund a change of control offer may be limited.    Payments
    on our indebtedness will require a significant amount of
    cash.
    We may be
    able to incur substantial additional indebtedness that could
    further exacerbate the risks associated with our
    indebtedness.
    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.
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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.
    We may
    have difficulty developing our new managed services offering,
    which could reduce our future revenue growth
    opportunities.
    The
    enforcement and protection of our intellectual property rights
    may be expensive and could divert our valuable
    resources.
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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.    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.
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and/or and/or
      CoE CoE
  lower-than-expected CoE CoE
  There are
    many risks associated with international operations, which may
    negatively impact our overall business and
    profitability.
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
    currency fluctuations, the impact of which could significantly
    increase as a result of:    Arrow Pointing Right
    the acquisition of i2, as the majority of i2s
    international expenses, including the compensation expense of
    over 65% of its employees, will be denominated in currencies
    other than the U.S. Dollar;  
    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;
    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.  CoE
  If we
    experience expansion delays or difficulties with our Center of
    Excellence in India, our costs may increase and our margins may
    decrease.
  CoE CoE CoE CoE CoE CoE CoE CoE
 17




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CoE CoE
  
    the
    slower-than-expected
    rate of internal adoption of our planned mix of
    on-shore/off-shore services;
    unexpected increases in labor costs 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
  We may be
    unable to retain key personnel, which could materially impact
    our ability to further develop our business.
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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 and product development,
    among other things;
    as successor we may be subject to certain liabilities of our
    acquisition targets; and
    we may be required to sustain significant exit or impairment
    charges if products acquired in business combinations are
    unsuccessful.   19




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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
    manufacturing, distribution and retail supply chain that could
    reduce our revenues.
    Risks
    Related to the Acquisition of i2
  We may
    not realize the anticipated benefits of our acquisition of i2,
    including potential synergies, due to challenges associated with
    integrating the companies or other factors.
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
    integrating the two companies operations, processes,
    people, technologies, products and services;
    coordinating and integrating sales and marketing and research
    and development functions;
    demonstrating to our clients that the acquisition will not
    result in adverse changes in business focus, products and
    service deliverables (including customer satisfaction);
    assimilating and retaining the personnel of both companies and
    integrating the business cultures, operations, systems and
    clients of both companies; and
    consolidating corporate and administrative infrastructures and
    eliminating duplicative operations and administrative functions.    If we are
    unable to successfully execute on any of our identified business
    opportunities or other business opportunities that we determines
    to pursue, we may not achieve the benefits of the acquisition
    and our business may be harmed.
    
    the ability of our technology and hardware, suppliers and
    service providers to perform as we expect;
    our ability to execute our strategy and continue to operate a
    larger, more diverse business efficiently on a global basis;
    our ability to effectively manage our third party relationships;
    our ability to attract and retain qualified personnel;
    our ability to effectively manage our employee costs and other
    expenses;
    our ability to retain and grow revenues and profits from our
    clients and the current portfolio of business with each client;
    technology and application failures and outages, security
    breaches or interruption of service, which could adversely
    affect our reputation and our relations with our clients;
    our ability to accurately predict and respond to the rapid
    technological changes in our industry and the evolving service
    and pricing demands of the markets we serve; and
    our ability to raise additional capital to fund our long-term
    growth plans.   21




---



##### Table of Contents



i2 has
    been, and we may be, subject to product quality and performance
    claims, which could seriously harm our business.
    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.   22




---



##### Table of Contents




    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;
    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.    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    CoE
 23




---



##### Table of Contents



Item 3.
    Legal
    Proceedings     
  Item 4.
    Removed
    and Reserved 24




---



##### Table of Contents



PART II
 
  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters    Year Ended 2009

High


Low1st Quarter

$
13.64


$
9.042nd Quarter


16.15



10.623rd Quarter


23.87



14.714th Quarter


26.25



19.57   Year Ended 2008

High


Low1st Quarter

$
20.74


$
15.652nd Quarter


20.82



16.963rd Quarter


20.14



14.884th Quarter


15.18



10.07      25




---



##### Table of Contents



Stock
    Performance Graph
    
    Company/Index Name


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08


12/31/09JDA Software Group, Inc.


$
100.00



$
124.87



$
101.07



$
150.15



$
96.37



$
185.95NASDAQ Stock Market (US Companies)



100.00




102.13




112.18




121.67




58.64




84.30Computer and Data Processing Stocks (Peer Group)



100.00




103.39




116.07




141.83




81.65




133.45    
  Item 6.
    Selected
    Financial Data   26




---



##### Table of Contents



Consolidated
    Statement of Operations Data:
  Year Ended December 31,2009


2008


2007


2006


2005(In thousands except per share data)Revenues:Software licenses

$
88,786


$
92,898


$
73,599


$
48,971


$
58,508Maintenance services


179,336



182,844



178,198



129,290



86,417Product revenues


268,122



275,742



251,797



178,261



144,925Consulting services


107,618



104,072



110,893



90,085



64,901Reimbursed expenses


10,060



10,518



10,885



9,121



5,997Service revenues


117,678



114,590



121,778



99,206



70,898Total revenues


385,800



390,332



373,575



277,467



215,823Cost of Revenues:Cost of software licenses


3,241



3,499



2,499



2,005



1,638Amortization of acquired software technology


3,920



5,277



6,377



6,226



5,009Cost of maintenance services


43,165



45,734



45,242



31,793



22,700Cost of product revenues


50,326



54,510



54,118



40,024



29,347Cost of consulting services


85,285



81,954



83,131



65,828



50,882Reimbursed expenses


10,060



10,518



10,885



9,121



5,997Cost of service revenues


95,345



92,472



94,016



74,949



56,879Total cost of revenues


145,671



146,982



148,134



114,973



86,226Gross Profit


240,129



243,350



225,441



162,494



129,597Operating Expenses:Product development


51,318



53,866



51,173



56,262



44,351Sales and marketing


66,001



66,468



63,154



48,153



40,386General and administrative


47,664



44,963



44,405



34,803



27,071Amortization of intangibles


23,633



24,303



15,852



9,556



3,572Restructuring charges


6,865



8,382



6,208



6,225



2,439Acquisition-related costs


4,768















Costs of abandoned acquisition






25,060











Loss on impairment of goodwill


















9,713Loss on impairment of trademarks














200



200Gain on sale of office facility










(4,128
)






Total operating expenses


200,249



223,042



176,664



155,199



127,732Operating Income


39,880



20,308



48,777



7,295



1,865Interest expense and amortization of loan fees


(2,712
)


(10,349
)


(11,836
)


(7,645
)


(162
)Finance costs on abandoned acquisition


767



(5,292
)










Interest income and other, net


1,253



2,791



3,476



3,857



2,799Change in fair value of Series B Preferred Stock conversion
    feature














(3,086
)


Income Before Income Taxes


39,188



7,458



40,417



421



4,502Income tax (provision) benefit


(12,849
)


(4,334
)


(13,895
)


(867
)


2,458Net Income (Loss)


26,339



3,124



26,522



(466
)


6,960Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock


(8,593
)














Adjustment to increase the carrying amount of the Series B
    Preferred Stock to its redemption value














(10,898
)


Income (Loss) Applicable to Common Shareholders

$
17,746


$
3,124


$
26,522


$
(11,344
)

$
6,960Basic Earnings (Loss) Per Share Applicable to Common
    Shareholders

$
.51


$
.09


$
.79


$
(.39
)

$
.24Diluted Earnings (Loss) Per Share Applicable to Common
    Shareholders

$
.50


$
.09


$
.76


$
(.39
)

$
.24SHARES USED TO COMPUTE:Basic earnings (loss) per share applicable to common
    shareholders


34,936



34,339



33,393



29,232



28,825Diluted earnings (loss) per share applicable to common
    shareholders


35,258



35,185



34,740



29,232



29,290  27




---



##### Table of Contents



Consolidated
    Balance Sheet Data:
  December 31,2009


2008


2007


2006


2005(In thousands)Cash and cash equivalents

$
75,974


$
32,696


$
95,288


$
53,599


$
71,035Restricted cash(1)


287,875















Marketable securities


















40,472Working capital(1)


345,672



32,139



67,863



41,103



119,032Goodwill and other intangible assets(2)


254,936



282,489



311,355



345,000



103,436Total assets(1),(2),(3)


821,666



524,776



622,225



624,744



330,572Long-term debt(1),(2),(3)


272,250







92,536



137,813



Redeemable preferred stock(2)






50,000



50,000



50,000



Stockholders equity(4)


411,436



341,495



335,796



290,352



281,966     (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 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.(4)
    
    We have never declared or paid a cash dividend on our common
    stock. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K Form 10-K. Form 10-K.
 28




---



##### Table of Contents



Significant
    Trends and Developments in Our Business
  Acquisition of i2 Technologies, Inc. end-to-end
        Outlook for 2010.
  Outlook for 2010Low End


High EndSoftware and subscription revenues

$
125 million


$
135 millionTotal revenues

$
590 million


$
625 millionAdjusted EBITDA

$
160 million


$
170 millionAdjusted earnings per share

$
1.85


$
2.00Cash flow from operations

$
100 million


$
110 million   time-to-time.
  time-to-time.
 29




---



##### Table of Contents



Quarter-to-quarter
     30




---



##### Table of Contents



CoE CoE CoE CoE CoE CoE
  Managed Services Managed Services Managed
    Services Managed Services Managed Services
  We Will Continue to More Fully Leverage Our Centers of
    Excellence. CoE CoE
 31




---



##### Table of Contents



CoE CoE
  We Expect to Realize Significant Cost Synergies as We
    Integrate and Combine the Two Companies.
  year-over-year
  We Expect to Make Additional Strategic
    Acquisitions.
  Share-Based Compensation Expense.
  2009


2008


2007Cost of maintenance services

$
590


$
319


$
445Cost of consulting services


1,107



307



678Product development


721



550



483Sales and marketing


2,188



1,058



1,848General and administrative


3,489



2,090



2,737Total share-based compensation

$
8,095


$
4,324


$
6,191   24-month
   32




---



##### Table of Contents



Our Financial Position is Strong and We Expect to Continue
    Generating Positive Cash Flow from Operations. Contractual
    Obligations
  Managed Servic Managed Services
 33




---



##### Table of Contents



Results
    of Operations
    Year EndedDecember 31,2009


2008


2007Revenues:Software licenses


23
%


24
%


19
%Maintenance services


46



47



48Product revenues


69



71



67Consulting services


28



26



30Reimbursed expenses


3



3



3Service revenues


31



29



33Total revenues


100



100



100Cost of Revenues:Cost of software licenses


1



1



1Amortization of acquired software technology


1



1



2Cost of maintenance services


11



12



12Cost of product revenues


13



14



15Cost of consulting services


22



21



22Reimbursed expenses


3



3



3Cost of service revenues


25



24



25Total cost of revenues


38



38



40Gross Profit


62



62



60Operating Expenses:Product development


14



14



14Sales and marketing


17



17



17General and administrative


12



12



12Amortization of intangibles


6



6



3Restructuring charges


2



2



2Acquisition-related costs


1







Costs of abandoned acquisition






6



Gain on sale of office facility










(1
)Total operating expenses


52



57



47Operating Income


10



5



13Interest expense and amortization of loan fees


(1
)


(3
)


(3
)Finance costs on abandoned acquisition






(1
)Interest income and other, net


1



1



1Income Before Income Taxes


10



2



11Income tax provision


(3
)


(1
)


(4
)Net Income


7
%


1
%


7
%Gross margin on software licenses


96
%


96
%


97
%Gross margin on maintenance services


76
%


75
%


75
%Gross margin on product revenues


81
%


80
%


79
%Gross margin on service revenues


19
%


19
%


23
%  34




---



##### Table of Contents



% Change





% Change2009


2009 vs 2008


2008


2008 vs 2007


2007Revenues:Software licenses

$
88,786



(4
)%

$
92,898



26
%

$
73,599Maintenance


179,336



(2
)%


182,844



3
%


178,198Product revenues


268,122



(3
)%


275,742



9
%


251,797Service revenues


117,678



3
%


114,590



(6
)%


121,778Total revenues


385,800



(1
)%


390,332



4
%


373,575Cost of Revenues:Software licenses


3,241



(7
)%


3,499



40
%


2,499Amortization of acquired software technology


3,920



(26
)%


5,277



(17
)%


6,377Maintenance services


43,165



(6
)%


45,734



1
%


45,242Product revenues


50,326



(8
)%


54,510



1
%


54,118Service revenues


95,345



3
%


92,472



(2
)%


94,016Total cost of revenues


145,671



(1
)%


146,982



(1
)%


148,134Gross Profit


240,129



(1
)%


243,350



8
%


225,441Operating Expenses:Product development


51,318



(5
)%


53,866



5
%


51,173Sales and marketing


66,001



(1
)%


66,468



5
%


63,154General and administrative


47,664



6
%


44,963



1
%


44,405164,983




%


165,297



4
%


158,732Amortization of intangibles


23,633



(3
)%


24,303



53
%


15,852Restructuring charges


6,865



(18
)%


8,382



35
%


6,208Acquisition-related costs


4,768



100
%










Costs of abandoned acquisition






(100
)%


25,060



100
%


Gain on sale of office facility














(100
)%


(4,128
)Operating income

$
39,880



96
%

$
20,308



(58
)%

$
48,777Cost of Revenues as a% of related revenues:Software licenses


4
%






4
%






3
%Maintenance services


24
%






25
%






25
%Product revenues


19
%






20
%






21
%Service revenues


81
%






81
%






77
%Product Development as a% of product revenues


19
%






20
%






20
%  35




---



##### Table of Contents



Retail

Manufacturing & Distribution

Services Industries2009 vs 2008

2008 vs 2007

2009 vs 2008

2008 vs 2007

2009 vs 2008

2008 vs 2007Software licenses


(14
)%


40
%


(6
)%


6
%


96
%


23
%Maintenance services


1
%


7
%


(6
)%


(2
)%


23
%


9
%Product revenues


(5
)%


18
%


(6
)%



%


64
%


17
%Service revenues


10
%


(10
)%


(20
)%


(5
)%


43
%


31
%Total revenues



%


7
%


(9
)%


(1
)%


54
%


23
%Product development


(1
)%


10
%


(5
)%


(6
)%


(25
)%


46
%Sales and marketing


(2
)%


10
%


(10
)%


(5
)%


58
%


22
%Operating income


(6
)%


22
%


(5
)%


(1
)%


332
%


450
%   Retail

Manufacturing & Distribution

Services Industries2009

2008

2007

2009

2008

2007

2009

2008

2007Contribution to total revenues


54
%


54
%


52
%


38
%


41
%


43
%


8
%


5
%


5
%# of Large Transactions


12



12



6



4



4



3



3



3



1   The Americas

Europe

Asia/Pacific2009 vs 2008

2008 vs 2007

2009 vs 2008

2008 vs 2007

2009 vs 2008

2008 vs 2007Software licenses


(15
)%


59
%



%


(15
)%


79
%


(24
)%Maintenance services


(1
)%


2
%


(6
)%


2
%


1
%


11
%Product revenues


(6
)%


17
%


(4
)%


(3
)%


28
%


(4
)%Service revenues


(8
)%


(7
)%


(14
)%


2
%


(2
)%


(14
)%Total revenues


(2
)%


9
%


(6
)%


(2
)%


17
%


(8
%)   The Americas

Europe

Asia/Pacific2009

2008

2007

2009

2008

2007

2009

2008

2007Contribution to total revenues


69
%


69
%


66
%


21
%


22
%


24
%


10
%


9
%


10
%# of Large Transactions


13



14



5



3



4



3



3



1



2   Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Software
    Revenues
  Software License Results by Region.
    Year Ended December 31,Region

2009


2008


$Change


%ChangeAmericas

$
57,169


$
67,046


$
(9,877
)


(15
)%EMEA


18,684



18,646



38




%Asia/Pacific


12,933



7,206



5,727



79
%Total

$
88,786


$
92,898


$
(4,112
)


(4
)%  36




---



##### Table of Contents



Software License Results by Reportable Business Segment.
  Retail.
  Manufacturing &
    Distribution.
  Services Industries.
  Maintenance
    Services
    Service
    Revenues
  Services Industries
    Cost of
    Product Revenues
  Cost of Software Licenses. and/or
 37




---



##### Table of Contents



Amortization of Acquired Software
    Technology.
  Cost of Maintenance Services. CoE
  Cost of
    Service Revenues
  CoE CoE
  Operating
    Expenses
  CoE.
  Product Development. CoE
  Sales and Marketing.
  General and Administrative. CoE
 38




---



##### Table of Contents



Amortization of Intangibles.
  Restructuring Charges. CoE
  CoE
  Acquisition-Related Costs.
  Operating
    Income
      Other
    Income (Expense)
  Interest Expense and Amortization of Loan
    Fees.
 39




---



##### Table of Contents



Finance Costs on Abandoned Acquisition.
  Interest Income and Other, Net.
  Income
    Tax Provision
    2009


2008Income before income taxes

$
39,188


$
7,458Income tax provision at federal statutory rate

$
(13,716
)

$
(2,610
)Research and development credit


773



930Meals, entertainment and other non-deductible expenses


(425
)


(332
)State income taxes


(1,294
)


(59
)Section 199 deduction


554



Foreign tax rate differential


451



804Other, net


(255
)


(120
)Changes in estimate and foreign statutory rates


677



(2,582
)Interest and penalties on uncertain tax positions


386



(365
)Income tax provision

$
(12,849
)

$
(4,334
)Effective tax rate


32.8
%


58.1
%     Consideration
    Paid in Excess of Carrying Value on the Repurchase of Redeemable
    Preferred Stock
   40




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Software
    Revenues
  Software License Results by Region.
    Year Ended December 31,Region

2008


2007


$Change


%ChangeAmericas

$
67,046


$
42,268


$
24,778



59
%EMEA


18,646



21,911



(3,265
)


(15
)%Asia/Pacific


7,206



9,420



(2,214
)


(24
)%Total

$
92,898


$
73,599


$
19,299



26
%         Software License Results by Reportable Business Segment.
  Retail.
  Manufacturing &
    Distribution.
  Services Industries.
  Maintenance
    Services
   41




---



##### Table of Contents



Service
    Revenues
    Cost of
    Product Revenues
  Cost of Software Licenses. rd and/or
  Amortization of Acquired Software
    Technology.
  Cost of Maintenance Services.
  Cost of
    Service Revenues
    Operating
    Expenses
  Product Development. CoE
  Sales and Marketing.
  General and Administrative.
 42




---



##### Table of Contents



Amortization of Intangibles.
  Restructuring Charges. CoE
  JDA Enterprise
    Architecture
  Costs of Abandoned Acquisition.
  Gain on Sale of Office Facility.
  Operating
    Income
     43




---



##### Table of Contents



Other
    Income (Expense)
  Interest Expense and Amortization of Loan
    Fees.
  Interest Income and Other, Net.
  Income
    Tax Provision
    2008


2007Income before income taxes

$
7,458


$
40,417Income tax provision at federal statutory rate

$
(2,610
)

$
(14,146
)Research and development credit


930



432Meals, entertainment and other non-deductible expenses


(332
)


(322
)State income taxes


(59
)


(983
)Foreign tax rate differential


804



796Other, net


(120
)


161Changes in estimate and foreign statutory rates


(2,582
)


556Interest and penalties on uncertain tax positions


(365
)


(389
)Income tax provision

$
(4,334
)

$
(13,895
)Effective tax rate


58.1
%


34.4
%     Liquidity
    and Capital Resources
   44




---



##### Table of Contents



Contractual Obligations
    year-to-year
  % Change



% Change2009

2009 to 2008

2008

2008 vs 2007

2007Net cash provided from operating activities

$
96,481



105
%

$
47,092



(41
)%

$
79,707Net cash used in investing activities


(300,037
)


NM
%


(12,704
)


(56
)%


(8,158
)Net cash provided by (used in) financing activities


245,968



358
%


(95,481
)


(212
)%


(30,590
)Cash and cash equivalents (end of period)


75,974



132
%


32,696



(66
)%


95,288   Operating activities
  and/or
 45




---



##### Table of Contents



Investing activities
  Financing activities
  Changes in foreign currency exchange rates marked-to-market
  Treasury Stock Repurchases. 12-month
   46




---



##### Table of Contents



Separation Agreements with Former Executive
    Officers.
  Contractual Obligations.
  Payments Due By Period (In thousands)Contractual Obligations

Total

< 1 year

1 to 3 years

3 to 5 years

> 5 yearsScheduled principal maturities and interest on long-term debt

$
385,000


$
22,000


$
44,000


$
319,000


$
Operating lease obligations

$
44,321


$
13,673


$
20,185


$
3,876


$
6,587Contracted sublease rentals

$
(12,730
)

$
(4,631
)

$
(7,118
)

$
(981
)

$
     360-day 30-day
  CoE
     47




---



##### Table of Contents



Payments Due By Period (In thousands)Contractual Obligations

Total

< 1 year

1 to 3 years

3 to 5 years

> 5 yearsOperating lease obligations

$
20,800


$
7,257


$
9,799


$
3,744


$
Contracted sublease rentals

$
(917
)

$
(432
)

$
(485
)

$



$
       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
  Ø
  Ø
   48




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##### Table of Contents



progress-to-completion
    progress-to-completion
  and/or
  
    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 do not sell or ship our software, nor
    recognize any revenue unless we believe that 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. 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 49




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##### Table of Contents



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.    
    Business Combinations.  All business
    combinations through December 31, 2008 were accounted for
    using the purchase method of accounting. Under the purchase
    method of accounting, the purchase price of each acquired
    company was allocated to the acquired assets and liabilities
    based on their fair values. There was no in-process research and
    development (IPR&D) recorded on any of our
    business combinations during the three years ended
    December 31, 2008. IPR&D consists of products or
    technologies in the development stage for which technological
    feasibility has not been established and which we believe have
    no alternative use.    
    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 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.  Retail,
    Manufacturing and Distribution Services Industries
   50




---



##### Table of Contents



product-by-product
    
    Product Development.  The costs to develop new
    software products and enhancements to existing software products
    are expensed as incurred until technological feasibility has
    been established. We consider technological feasibility to have
    occurred when all planning, designing, coding and testing have
    been completed according to design specifications. Once
    technological feasibility is established, any additional costs
    would be capitalized. We believe our current process for
    developing software is essentially completed concurrent with the
    establishment of technological feasibility, and accordingly, no
    costs have been capitalized.
    Income Taxes.  Deferred tax assets and
    liabilities are recorded for the estimated future tax effects of
    temporary differences between the tax basis of assets and
    liabilities and amounts reported in the consolidated balance
    sheets, as well as operating loss and tax credit carry-forwards.
    We follow specific and detailed guidelines regarding the
    recoverability of any tax assets recorded on the balance sheet
    and provide valuation allowances when recovery of deferred tax
    assets is not considered likely.       51




---



##### Table of Contents




    Share-Based Compensation.  Our 2005 Performance
    Incentive Plan, as amended (2005 Incentive Plan)
    provides for the issuance of up to 3,847,000 shares of
    common stock to employees, consultants and directors under stock
    purchase rights, stock bonuses, restricted stock, restricted
    stock units, performance awards, performance units and deferred
    compensation awards. The 2005 Incentive Plan contains certain
    restrictions that limit the number of shares that may be issued
    and the amount of cash awarded under each type of award,
    including a limitation that awards granted in any given year can
    represent no more than two percent (2%) of the total number of
    shares of common stock outstanding as of the last day of the
    preceding fiscal year. Awards granted under the 2005 Incentive
    Plan are in such form as the Compensation Committee shall from
    time to time establish and the awards may or may not be subject
    to vesting conditions based on the satisfaction of service
    requirements or other conditions, restrictions or performance
    criteria including the Companys achievement of annual
    operating goals. Restricted stock and restricted stock units may
    also be granted under the 2005 Incentive Plan as a component of
    an incentive package offered to new employees or to existing
    employees based on performance or in connection with a
    promotion, and will generally vest over a three-year period,
    commencing at the date of grant. We measure the fair value of
    awards under the 2005 Incentive Plan based on the market price
    of the underlying common stock as of the date of grant. The fair
    value of each award is amortized over the applicable vesting
    period of the awards using graded vesting and reflected in the
    consolidated statements of income under the captions Cost
    of maintenance services, Cost of consulting
    services, Product development, Sales and
    marketing, and General and administrative.  24-month
  Equity Inducement Awards.
  Stock Option Plans.
  Employee Stock Purchase Plan.
 52




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##### Table of Contents




    Derivative Instruments and Hedging
    Activities.  We use derivative financial
    instruments, primarily forward exchange contracts, to manage a
    majority of the foreign currency exchange exposure associated
    with net short-term foreign currency denominated assets and
    liabilities that exist as part of our ongoing business
    operations that are denominated in a currency other than the
    functional currency of the subsidiary. The exposures relate
    primarily to the gain or loss recognized in earnings from the
    settlement of current foreign denominated assets and
    liabilities. We do not enter into derivative financial
    instruments for trading or speculative purposes. The forward
    exchange contracts generally have maturities of 90 days or
    less and are not designated as hedging instruments. Forward
    exchange contracts are
    marked-to-market
    at the end of each reporting period, using quoted prices for
    similar assets or liabilities in active markets, with gains and
    losses recognized in other income offset by the gains or losses
    resulting from the settlement of the underlying foreign currency
    denominated assets and liabilities.    Other
    Recent Accounting Pronouncements
  Revenue Recognition
   53




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign currency exchange rates.
    marked-to-market
 54




---



##### Table of Contents



Interest rates.
  360-day 30-day
   
  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)
 55




---



##### 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 56




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    /s/
    57




---



##### 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,
 58




---



##### Table of Contents



PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules    Financial Statements
              Financial Statement Schedules
  Exhibits
 59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
    60




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##### Table of Contents



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


December 31,2009


2008(In thousands, except share amounts)ASSETSCurrent Assets:Cash and cash equivalents

$
75,974


$
32,696Restricted cash


287,875



Accounts receivable, net


68,883



79,353Income tax receivable






316Deferred tax asset


19,142



22,919Prepaid expenses and other current assets


15,667



14,223Total current assets


467,541



149,507Non-Current Assets:Property and equipment, net


40,842



43,093Goodwill


135,275



135,275Other Intangibles, net:Customer lists


99,264



121,719Acquired software technology


20,240



24,160Trademarks


157



1,335Deferred tax asset


44,350



44,815Other non-current assets


13,997



4,872Total non-current assets


354,125



375,269Total Assets

$
821,666


$
524,776LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
7,192


$
3,273Accrued expenses and other liabilities


45,523



52,090Income taxes payable


3,489



Deferred revenue


65,665



62,005Total current liabilities


121,869



117,368Non-Current Liabilities:Long-term debt


272,250



Accrued exit and disposal obligations


7,341



8,820Liability for uncertain tax positions


8,770



7,093Total non-current liabilities


288,361



15,913Total Liabilities


410,230



133,281Commitments and Contingencies(Notes 11 and 12)Redeemable Preferred Stock






50,000Stockholders Equity:Preferred stock, $.01 par value; authorized
    2,000,000 shares; none issued or outstanding






Common stock, $.01 par value; authorized,
    50,000,000 shares; issued 36,323,245 and
    32,458,397 shares, respectively


363



325Additional paid-in capital


361,362



305,564Deferred compensation


(5,297
)


(2,915
)Retained earnings


74,014



56,268Accumulated other comprehensive income (loss)


3,267



(2,017
)Less treasury stock, at cost, 1,785,715 and
    1,307,317 shares, respectively


(22,273
)


(15,730
)Total stockholders equity


411,436



341,495Total liabilities and stockholders equity

$
821,666


$
524,776    61




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME
  Years Ended December 31,2009


2008


2007(In thousands, except per share data)Revenues:Software licenses

$
88,786


$
92,898


$
73,599Maintenance services


179,336



182,844



178,198Product revenues


268,122



275,742



251,797Consulting services


107,618



104,072



110,893Reimbursed expenses


10,060



10,518



10,885Service revenues


117,678



114,590



121,778Total revenues


385,800



390,332



373,575Cost of Revenues:Cost of software licenses


3,241



3,499



2,499Amortization of acquired software technology


3,920



5,277



6,377Cost of maintenance services


43,165



45,734



45,242Cost of product revenues


50,326



54,510



54,118Cost of consulting services


85,285



81,954



83,131Reimbursed expenses


10,060



10,518



10,885Cost of service revenues


95,345



92,472



94,016Total cost of revenues


145,671



146,982



148,134Gross Profit


240,129



243,350



225,441Operating Expenses:Product development


51,318



53,866



51,173Sales and marketing


66,001



66,468



63,154General and administrative


47,664



44,963



44,405Amortization of intangibles


23,633



24,303



15,852Restructuring charges


6,865



8,382



6,208Acquisition-related costs


4,768







Costs of abandoned acquisition






25,060



Gain on sale of office facility










(4,128
)Total operating expenses


200,249



223,042



176,664Operating Income


39,880



20,308



48,777Interest expense and amortization of loan fees


(2,712
)


(10,349
)


(11,836
)Finance costs on abandoned acquisition


767



(5,292
)


Interest income and other, net


1,253



2,791



3,476Income Before Income Taxes


39,188



7,458



40,417Income tax provision


(12,849
)


(4,334
)


(13,895
)Net Income


26,339



3,124



26,522Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock


(8,593
)






Income Applicable to Common Shareholders

$
17,746


$
3,124


$
26,522Basic Earnings Per Share Applicable to Common Shareholders

$
.51


$
.09


$
.79Diluted Earnings Per Share Applicable to Common
    Shareholders

$
.50


$
.09


$
.76Shares Used To Compute:Basic earnings per share applicable to common shareholders


34,936



34,339



33,393Diluted earnings per share applicable to common shareholders


35,258



35,185



34,740    62




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##### Table of Contents



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


Deferred





OtherCommon Stock


Paid-In


Stock


Retained


Comprehensive


TreasuryShares


Amount


Capital


Compensation


Earnings


Gain (Loss)


Stock


Total(In thousands, except share amounts)Balance, January 1, 2007


30,569,447


$
305


$
275,705


$
(904
)

$
27,628


$
1,018


$
(13,400
)

$
290,352Issuance of common stock:Issuance of common stock  Options


757,513



8



9,869



















9,877Issuance of restricted stock


30,981



1



628



(412
)














217Vesting of restricted stock units


24,186Issuance of unvested equity awards










8,242



(8,242
)Forfeiture of unvested equity awards


(3,359
)






(58
)


58Amortization of deferred compensation














5,974















5,974Tax benefit  stock compensation










1,308



















1,308Accrual for uncertain tax positions


















(1,006
)










(1,006
)Purchase of treasury stock


























(244
)


(244
)Comprehensive income:Net income


















26,522











26,522Change in fair value of interest rate swap






















(525
)






(525
)Foreign translation adjustment






















3,321







3,321Comprehensive income






























29,318Balance, December 31, 2007


31,378,768



314



295,694



(3,526
)


53,144



3,814



(13,644
)


335,796Issuance of common stock:Issuance of common stock  Options


697,072



7



7,799



















7,806Issuance of restricted stock


10,000







199



















199Vesting of restricted stock units


372,561



4



(4
)Issuance of unvested equity awards










3,971



(3,971
)Forfeiture of unvested equity awards


(4
)






(457
)


457Amortization of deferred compensation














4,125















4,125Tax benefit  stock compensation










(1,638
)


















(1,638
)Purchase of treasury stock


























(2,086
)


(2,086
)Comprehensive income:Net income


















3,124











3,124Change in fair value of interest rate swap






















289







289Foreign translation adjustment






















(6,120
)






(6,120
)Comprehensive loss






























(2,707
)Balance, December 31, 2008


32,458,397



325



305,564



(2,915
)


56,268



(2,017
)


(15,730
)


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


1,053,251



10



12,570



















12,580Issuance of common stock  ESPP


155,888



1



2,268



















2,269Issuance of restricted stock


180,000



2



3,011



(2,867
)














146Vesting of restricted stock units


285,301



3



(3
)Issuance of unvested equity awards










7,845



(7,845
)Forfeiture of unvested equity awards


(9,592
)






(396
)


396Amortization of deferred compensation














7,934















7,934Conversion of redeemable preferred stock


2,200,000



22



30,503



















30,525Purchase of treasury stock


























(6,543
)


(6,543
)Comprehensive income:Net income


















26,339











26,339Cash consideration paid for Series B preferred stock in
    excess of carrying value


















(8,593
)










(8,593
)Foreign translation adjustment






















5,284







5,284Comprehensive income






























23,030Balance, December 31, 2009


36,323,245


$
363


$
361,362


$
(5,297
)

$
74,014


$
3,267


$
(22,273
)

$
411,436    63




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2009


2008


2007(In thousands)Operating Activities:Net income

$
26,339


$
3,124


$
26,522Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


37,239



39,280



31,646Provision for doubtful accounts


1,900



750



2,890Amortization of loan origination fees, debt issuance costs and
    original issue discount


110



3,672



1,808Excess tax benefits from share-based compensation






1,638



(1,308
)Net gain on sale of office facility










(4,128
)Net (gain) loss on disposal of property and equipment


(42
)


9



(20
)Stock-based compensation expense


8,095



4,324



6,191Deferred income taxes


4,242



1,784



9,991Changes in assets and liabilities:Accounts receivable


9,894



(6,590
)


5,597Income tax receivable


365



116



(284
)Prepaid expenses and other assets


(1,768
)


2,055



(212
)Accounts payable


4,525



(346
)


(1,256
)Accrued expenses and other liabilities


(4,608
)


3,938



110Income tax payable


5,964



27



Deferred revenue


4,226



(6,689
)


2,160Net cash provided by operating activities


96,481



47,092



79,707Investing Activities:Change in restricted cash


(287,875
)






Payment of direct costs related to acquisitions


(5,110
)


(4,242
)


(7,606
)Purchase of property and equipment


(7,136
)


(8,594
)


(7,408
)Proceeds from disposal of property and equipment


84



132



6,856Net cash used in investing activities


(300,037
)


(12,704
)


(8,158
)Financing Activities:Issuance of common stock  equity plans


14,849



7,806



9,877Excess tax benefits from share-based compensation






(1,638
)


1,308Purchase of treasury stock


(6,543
)


(2,086
)


(244
)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
)


(40,000
)Repayment of 5% convertible subordinated notes










(1,531
)Net cash provided by (used in) financing activities


245,968



(95,481
)


(30,590
)Effect of exchange rates on cash and cash equivalents


866



(1,499
)


770Net increase (decrease) in cash and cash equivalents


43,278



(65,592
)


41,729Cash and Cash Equivalents, Beginning of Year


32,696



95,288



53,559Cash and Cash Equivalents, End of Year

$
75,974


$
32,696


$
95,288    64




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2009


2008


2007(In thousands)Supplemental Disclosures of Cash Flow Information:Cash paid for income taxes

$
3,854


$
3,378


$
5,599Cash paid for interest

$
1,149


$
7,312


$
11,589Cash received for income tax refunds

$
856


$
852


$
976Supplemental Disclosure of Non-cash activities:Decrease in retained earnings from an accrual for uncertain tax
    positions









$
1,006Supplemental Disclosures of Non-cash Investing Activities:Increase (reduction) of goodwill recorded in acquisitions





$
714


$
(11,415
)Supplemental Disclosures of Non-cash Financing Activities:Conversion of redeemable preferred stock to common stock

$
30,525    65




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##### Table of Contents



JDA
    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)
  1.
    Summary
    of Significant Accounting Policies  Nature of Business.
  Principles of Consolidation and Basis of
    Presentation.
    Use of Estimates.
  Foreign Currency Translation.
  Cash and Cash Equivalents.
 66




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts Receivable. and/or and/or
    Property and Equipment and Long-Lived
    Assets.
  Business Combinations.
   67




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill and Intangible Assets. Retail, Manufacturing and Distribution Services Industries
    product-by-product
    Revenue recognition.
    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 evidence of fair value (VSOE) exists
    for all undelivered elements.   68




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  progress-to-completion
    progress-to-completion
  and/or
  Software License Indemnification.
 69




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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
     70




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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.
 71




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Recent Accounting Pronouncements
  Revenue Recognition
     72




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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
           73




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Acquisition
    of Equity Interest in European-based Strategix Enterprise
    Technology (2009)
    Abandoned
    Acquisition of i2 Technologies, Inc (2008)
     74




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Accounts
    Receivable, Net    2009


2008Trade receivables

$
75,661


$
84,492Less allowance for doubtful accounts


(6,778
)


(5,139
)Total

$
68,883


$
79,353     2009


2008


2007Balance at beginning of period

$
5,139


$
7,030


$
9,596Reserves recorded in the Manugistics acquisition










(4,195
)Provision for doubtful accounts


1,900



750



2,890Deductions, net


(261
)


(2,641
)


(1,261
)Balance at end of period

$
6,778


$
5,139


$
7,030   4.
    Property
    and Equipment, Net    2009


2008Computers, internal use software, furniture & fixtures
    and automobiles

$
83,520


$
78,610Land and buildings


26,652



25,883Leasehold improvements


7,400



5,874117,572



110,367Less accumulated depreciation


(76,730
)


(67,274
)$
40,842


$
43,093      75




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Goodwill
    and Other Intangibles, Net    December 31, 2009


December 31, 2008Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationGoodwill:Gross goodwill

$
144,988


$



$
144,988


$
Accumulated impairment losses


(9,713
)






(9,713
)


Goodwill, net of impairment losses

$
135,275


$



$
135,275


$
Other Amortized intangible assets:Customer Lists


183,383



(84,119
)


183,383



(61,664
)Acquired software technology


65,847



(45,607
)


65,847



(41,687
)Trademarks


5,191



(5,034
)


5,191



(3,856
)254,421



(134,760
)


254,421



(107,207
)$
389,696


$
(134,760
)

$
389,696


$
(107,207
)   Retail, Manufacturing and Distribution Services
    Industries Retail Manufacturing and
    Distribution Services
    Industries
    Year

Expected Amortization2010

$
26,2772011

$
25,9622012

$
25,5002013

$
24,8102014

$
13,607  76




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Accrued
    Expenses and Other Liabilities    2009


2008Accrued compensation and benefits

$
28,292


$
27,787Acquisition reserves (Note 7)


4,585



4,407Accrued costs on terminated acquisition of i2 Technologies
    (Note 2)


1,150



3,413Accrued royalties


2,982



3,446Accrued interest


1,344



84Disputes and other customer liabilities


577



1,331Accrued hardware purchases for the hardware reseller business


1,450



997Customer deposits


1,104



1,508Restructuring charges (Note 8)


378



2,518Other accrued expenses and liabilities


3,661



6,599Total

$
45,523


$
52,090    77




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Acquisition
    Reserves  change-in-control
  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


2008


to Reserves


Charges


Rates


2009Restructuring charges:Office closures, lease terminations and sublease costs

$
29,212


$
(2,351
)

$
(13,109
)

$
(1,034
)

$
12,718


$
1,402


$
(3,001
)

$
310


$
11,429Employee severance and termination benefits


3,607



(767
)


(2,465
)


107



482







(3
)


18



497IT projects, contract termination penalties, capital lease
    buyouts and other costs to exit activities of Manugistics


1,450



222



(1,672
)






















34,269



(2,896
)


(17,246
)


(927
)


13,200


$
1,402



(3,004
)


328



11,926Direct costs


13,125



6



(13,104
)






27







(27
)






Total

$
47,394


$
(2,890
)

$
(30,350
)

$
(927
)

$
13,227


$
1,402


$
(3,031
)

$
328


$
11,926     8.
    Restructuring
    Charges  2009
    Restructuring Charges
  CoE
 78




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008
    Restructuring Charges
  CoE
  Impact of











Impact ofChanges in


Balance








Changes in


BalanceInitial


Cash


Exchange


December 31,


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


Charges


Rates


2008


to Reserves


Charges


Rates


2009Termination benefits

$
7,891


$
(5,576
)

$
(164
)

$
2,151


$
(281
)

$
(1,866
)

$
(4
)

$
Office closures


119



(77
)


(6
)


36



(18
)


(18
)






Total

$
8,010


$
(5,653
)

$
(170
)

$
2,187


$
(299
)

$
(1,884
)

$
(4
)

$
   2007
    Restructuring Charges
  JDA Enterprise Architecture
  Impact of











Impact ofChanges in


Balance








Changes in


BalanceInitial


Cash


Exchange


December 31,


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


Charges


Rates


2008


to Reserves


Charges


Rates


2009Termination benefits

$
5,908


$
(5,775
)

$
5


$
138


$
(61
)

$
(74
)

$
(3
)

$
Office closures


292



(253
)






39







(2
)


(3
)


34Total

$
6,200


$
(6,028
)

$
5


$
177


$
(61
)

$
(76
)

$
(6
)

$
34   9.
    Long-term
    Debt and Revolving Credit Facilities:  Senior
    Notes
    360-day 30-day
 79




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Bank
    Borrowings
   80




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Term Loans.
    3-year
  Revolving Credit Facilities.
  10.
    Deferred
    Revenue    2009


2008Software

$
1,185


$
977Maintenance


61,046



57,955Consulting


2,165



1,869Training and other


1,269



1,204$
65,665


$
62,005   11.
    Lease
    Commitments  CoE
 81




---



##### Table of Contents



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

$
13,6732011


12,6622012


7,5232013


2,0042014


1,872Thereafter


6,587Total future minimum lease payments

$
44,321     12.
    Legal
    Proceedings      13.
    Redeemable
    Preferred Stock   82




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Share-Based
    Compensation      2010 Performance Program. 24-month
 83




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009 Performance Program. 24-month
  2008 Performance Program.
  2007 Performance Program.
     84




---



##### Table of Contents



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


Restricted Stock AwardsWeighted Average





Weighted AverageUnits


Fair Value


Shares


Fair ValueNon-vested Balance, January 1, 2007


29,069


$
12.26



39,140


$
15.43Granted


9,000



20.59



30,981



20.30Vested


(24,186
)


13.79



(26,154
)


17.18Forfeited


(363
)


11.19



(3,417
)


15.96Non-vested Balance, December 31, 2007


13,520


$
15.08



40,550


$
17.98Granted


510,935



15.92



10,000



19.86Vested


(372,561
)


15.92



(25,751
)


18.56Forfeited


(27,749
)


16.97



(4
)


14.90Non-Vested Balance, December 31, 2008


124,145


$
15.60



24,795


$
18.14Granted


226,786



17.23



80,000



15.13Vested


(285,070
)


16.59



(20,828
)


16.75Forfeited


(12,332
)


16.51



(9,592
)


20.59Non-Vested Balance, December 31, 2009


53,529


$
17.01



74,375


$
15.15   Equity Inducement Awards.
  24-month
  24-month
   85




---



##### Table of Contents



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


Restricted Stock AwardsWeighted Average





Weighted AverageUnits


Fair Value


Shares


Fair ValueNon-vested Balance, January 1, 2009














Granted










100,000


$
17.98Vested














Forfeited














Non-Vested Balance, December 31, 2009










100,000


$
17.98   Stock
    Option Plans
      Options OutstandingOptions available





Exercise pricefor grant


Shares


per shareBalance, January 1, 2007






4,157,084


$
6.44 to $27.50Plan shares expired


(168,680
)






Cancelled


168,680



(168,680
)

$
8.56 to $26.23Exercised






(757,513
)

$
6.43 to $21.33Balance, December 31, 2007






3,230,891


$
6.44 to $27.50Plan shares expired


(159,233
)






Cancelled


159,233



(159,233
)

$
8.56 to $26.96Exercised






(697,072
)

$
6.44 to $16.80Balance, December 31, 2008






2,374,586


$
6.44 to $27.50Plan shares expired


(25,555
)






Cancelled


25,555



(25,555
)

$
6.44 to $16.80Exercised






(1,053,251
)

$
6.44  to $21.01Balance, December 31, 2009






1,295,780


$
10.33 to $27.50  86




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##### Table of Contents



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





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (years)


Price


Exercisable


Price$10.33 to $14.88


576,555



1.80


$
12.14



576,555


$
12.14$15.15 to $21.17


691,225



2.10


$
19.15



691,225


$
19.15$25.33 to $27.50


28,000



2.40


$
26.98



28,000


$
26.981,295,780



1.97


$
16.20



1,295,780


$
16.20     Employee Stock Purchase Plan.
 87




---



##### Table of Contents



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





Number ofUpon Exercise of





SecuritiesOutstanding Options





Remaining Availableor Vesting of


Weighted-Average


for Future IssuanceRestricted Stock


Exercise Price of


Under EquityEquity Compensation Plans

Units


Outstanding Options


Compensation PlansApproved by stockholders:1996 Option Plan


1,101,530


$
16.72



1996 Directors Plan


90,750


$
16.18



2005 Performance Incentive Plan


127,904


$




2,957,778Employee Stock Purchase Plan


1,344,112


$




1,344,1122,664,296


$
16.68



4,301,890Not approved by stockholders:1998 Option Plan


103,500


$
10.64



Non-Plan Equity Inducement Awards


255,000


$




3,022,796


$
16.20



4,301,890   15.
    Treasury
    Stock Purchases  12-month
      16.
    Employee
    Benefit Plans  time-to-time
 88




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Income
    Taxes      2009


2008


2007Current taxes:Federal and state

$
(2,252
)

$
(4,099
)

$
(356
)Foreign


(4,746
)


268



(3,548
)Total current taxes


(6,998
)


(3,831
)


(3,904
)Deferred taxes


(5,851
)


(503
)


(9,991
)Income tax provision

$
(12,849
)

$
(4,334
)

$
(13,895
)       2009


2008


2007Income before income taxes

$
39,188


$
7,458


$
40,417Income tax provision at federal statutory rate

$
(13,716
)

$
(2,610
)

$
(14,146
)Research and development credit


773



930



432Meals, entertainment and other non-deductible expenses


(425
)


(332
)


(322
)State income taxes


(1,294
)


(59
)


(983
)Section 199 deduction


554







Foreign tax rate differential


451



804



796Other, net


(255
)


(120
)


161Changes in estimate and foreign statutory rates


677



(2,582
)


556Interest and penalties on uncertain tax positions


386



(365
)


(389
)Income tax provision

$
(12,849
)

$
(4,334
)

$
(13,895
)Effective tax rate


32.8
%


58.1
%


34.4
%   true-up
 89




---



##### Table of Contents



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


2008Current


Non-Current


Current


Non-CurrentDeferred tax asset:Accruals and reserves

$
7,266


$
3,895


$
3,381


$
4,116Deferred revenue


271







712



Excess Space Reserve


76



2,803



110



3,643Net Operating Loss


9,479



50,301



9,420



58,964Foreign deferred and NOL


1,322







1,491



Tax credit carryforwards






11,484



7,141



10,101R&D Expenses Capitalized


1,679



3,417



1,672



5,074AMT Credit carryforward






341







341Property and equipment






3,946







2,831Foreign deferred






3,054







Other














Deferred tax asset


20,093



79,241



23,927



85,070Deferred tax liability:Goodwill and other intangibles






(30,746
)






(35,307
)Foreign deferred














(885
)Deferred tax liability






(30,746
)






(36,192
)Valuation Allowance


(951
)


(4,145
)


(1,008
)


( 4,063
)Total

$
19,142


$
44,350


$
22,919


$
44,815         December 31,2009


2008


2007Unrecognized tax benefits, beginning of year

$
11,721


$
9,436


$
3,487Increase (decrease) related to prior year tax positions


471



5,006



5,949Increase related to current year tax positions


317



539



Expirations


(722
)






Settlements


(393
)


(3,260
)


Unrecognized tax benefits, end of year

$
11,394


$
11,721


$
9,436  90




---



##### Table of Contents



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

Open Tax Years Subject to ExaminationUnited States

2008, 2009United Kingdom

2005, 2006, 2007, 2008, 2009Australia

2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009France

2005, 2006, 2007, 2008, 2009      91




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      18.
    Earnings
    per Share       92




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Net income

$
26,339


$
3,124


$
26,522Consideration paid in excess of carrying value on the repurchase
    of redeemable preferred stock


. (8,593
)






Income applicable to common shareholders


17,746



3,124



26,522Undistributed earnings:Common Stock


16,613



2,796



23,664Series B Preferred Stock


1,133



328



2,858Total undistributed earnings

$
17,746


$
3,124


$
26,522Weighted Average Shares:Common Stock


32,706



30,735



29,789Series B Preferred Stock


2,230



3,604



3,604Shares  Basic earnings per share


34,936



34,339



33,393Dilutive common stock equivalents


322



846



1,347Shares  Diluted earnings per share


35,258



35,185



34,740Basic earnings per share applicable to common shareholders:Common Stock

$
.51


$
.09


$
.79Series B Preferred Stock

$
.51


$
.09


$
.79Diluted earnings per share applicable to common shareholders

$
.50


$
.09


$
.76   19.
    Segment
    Information   93




---



##### Table of Contents



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


2008


2007Revenues:Americas

$
264,681


$
269,269


$
247,907Europe


82,011



87,656



89,486Asia/Pacific


39,108



33,407



36,182Total revenues

$
385,800


$
390,332


$
373,575Identifiable assets:Americas

$
695,539


$
402,350


$
470,205Europe


85,817



86,780



108,390Asia/Pacific


40,310



35,646



43,630Total identifiable assets

$
821,666


$
524,776


$
622,225         
    Retail.  This reportable business segment
    includes all revenues related to applications and services sold
    to retail customers.
    Manufacturing and Distribution.  This
    reportable business segment includes all revenues related to
    applications and services sold to manufacturing and distribution
    companies, including process manufacturers, consumer goods
    manufacturers, life sciences companies, high tech organizations,
    oil and gas companies, automotive producers and other discrete
    manufacturers involved with government, aerospace and defense
    contracts.
    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
    Services Industriessegment is centrally managed by a
    team that has global responsibilities for this market. 94




---



##### Table of Contents



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


2008


2007Revenues:Retail

$
209,717


$
210,624


$
195,940Manufacturing and Distribution


144,685



159,323



161,117Services Industries


31,398



20,385



16,518$
385,800


$
390,332


$
373,575Operating income:Retail

$
55,668


$
59,256


$
48,596Manufacturing and Distribution


58,506



61,759



62,154Services Industries


8,636



2,001



364Other (see below)


(82,930
)


(102,708
)


(62,337
)$
39,880


$
20,308


$
48,777Depreciation:Retail

$
4,559


$
4,479


$
4,280Manufacturing and Distribution


2,777



3,131



3,517Services Industries


1,049



699



360$
8,385


$
8,309


$
8,157Other:General and administrative

$
47,664


$
44,963


$
44,405Amortization of intangible assets


23,633



24,303



15,852Restructuring charge and adjustments to acquisition-related
    reserves


6,865



8,382



6,208Acquisition-related costs


4,768







Costs of abandoned acquisition






25,060



Gain on sale of office facility










(4,128
)$
82,930


$
102,708


$
62,337   Retail Manufacturing and
    Distribution Services Industry
 95




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Quarterly
    Data (Unaudited)    Consolidated
    Statement of Income Data:
  2009First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter

TotalRevenues

$
83,333


$
99,485


$
95,859


$
107,123


$
385,800Gross profit


49,815



63,705



58,464



68,145



240,129Amortization of intangibles (see Note 1)


6,076



6,051



5,753



5,753



23,633Restructuring charges (see Note 8)


1,430



2,732



2,543



160



6,865Acquisition-related costs (see Note 2)














4,768



4,768Operating income


4,458



14,418



9,480



11,524



39,880Finance costs on abandoned acquisition (see Note 2)














767



767Net income


2,644



8,935



6,263



8,497



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










(8,593
)






(8,593
)Income (loss) applicable to common shareholders


2,644



8,935



(2,330
)


8,497



17,746Basic earnings (loss) per share applicable to common shareholders

$
.08


$
.26


$
(.07
)

$
.25


$
.51Diluted earnings (loss) per share applicable to common
    shareholders

$
.08


$
.25


$
(.07
)

$
.24


$
.50   2008First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


TotalRevenues

$
93,875


$
91,796


$
98,446


$
106,215


$
390,332Gross profit


58,062



54,681



62,086



68,521



243,350Amortization of intangibles (see Note 1)


6,076



6,076



6,075



6,076



24,303Restructuring charges (see Note 8)


756



2,799



399



4,428



8,382Costs of abandoned acquisition (see Note 2)














25,060



25,060Operating income (loss)


9,857



6,466



15,985



(12,000
)


20,308Finance costs on abandoned (see Note 2)










637



4,655



5,292Net income (loss)


5,356



3,073



8,242



(13,547
)


3,124Income (loss) applicable to common shareholders


5,356



3,073



8,242



(13,547
)


3,124Basic earnings (loss) per share applicable to common shareholders

$
.16


$
.09


$
.24


$
(.44
)

$
.09Diluted earnings (loss) per share applicable to common
    shareholders

$
.15


$
.09


$
.23


$
(.44
)

$
.09  96




---



##### 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

Director/s/  Douglas
    G. MarlinDouglas
    G. Marlin

Director/s/  Jock
    PattonJock
    Patton

Director  97




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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., Iceberg Acquisition Corp and i2 Technologies, Inc.
    dated August 10, 2008. (Incorporated by reference to Exhibit
    10.1 to the Companys Current Report on Form 8-K dated
    August 10, 2008, as filed on August 11, 2008).2
.2



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
    together with Certificate of Amendment dated July 23, 2002.
    (Incorporated by reference to Exhibit 3.1 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2002, as filed on November 12, 2002).3
.2



First Amended and Restated Bylaws of JDA Software Group, Inc.
    (Incorporated by reference to Exhibit 3.2 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    June 30, 1998, as filed on August 14, 1998).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).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. (Filed herewith).10
.6(1)



Executive Employment Agreement between Kristen L. Magnuson and
    JDA Software Group, Inc. dated July 23, 2002. (Incorporated by
    reference to Exhibit 10.7 to the Companys Quarterly Report
    on Form 10-Q for the quarterly period ended September 30, 2002,
    as filed on November 12, 2002).10
.7(1)



1998 Nonstatutory Stock Option Plan, as amended on March 28,
    2003. (Incorporated by 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). 98




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##### Table of Contents



Exhibit #



Description of Document10
.8



2008 Employee Stock Purchase Plan. (Incorporated by reference to
    Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended June 30, 2008, as filed on August
    11, 2008).10
.9



Credit Agreement dated as of July 5, 2006, among JDA Software
    Group, Inc., Manugistics Group, Inc., Citicorp North America,
    Inc., Citibank, N.A., Citigroup Global Markets Inc., UBS
    Securities LLC and Wells Fargo Foothill, LLC and the Lenders
    named therein. (Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on Form 8-K dated July 5, 2006, as
    filed on July 6, 2006).10
.9.1



Amendment No. 1 to Credit Agreement dated July 26, 2007,  among
    JDA Software Group, Inc., Manugistics Group, Inc., Citicorp
    North America, Inc., Citibank, N.A.,  Citigroup Global Markets
    Inc., UBS Securities LLC and Wells Fargo Foothill, LLC and the
    Lenders named therein. (Incorporated by reference to Exhibit
    10.9.1 to the Companys Quarterly Report on Form 10-Q for
    the quarterly period ended June 30, 2007, as filed on August 9,
    2007).10
.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 Amendment of Stock Option Agreement between JDA Software
    Group, Inc and Kristen L. Magnuson, amending certain stock
    options granted to Ms. Magnuson pursuant to the JDA Software
    Group, Inc. 1996 Stock Option Plan on September 11, 1997 and
    January 27, 1998. (Incorporated by reference to Exhibit 10.35 to
    the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended June 30, 1998, as filed on August 14,
    1998).10
.13(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
.14(1)



Form of Incentive Stock Option Agreement between JDA Software
    Group, Inc. and Kristen L. Magnuson to be used in connection
    with stock option grants to Ms. Magnuson pursuant to the JDA
    Software Group, Inc. 1996 Stock Option Plan. (Incorporated by
    reference to Exhibit 10.39 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended September 30,
    1998, as filed on November 16, 1998).10
.15 (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
.16 (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
.17 (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). 99




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##### Table of Contents



Exhibit #



Description of Document10
.18 (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
.19(1)



Executive Employment Agreement between Christopher Koziol and
    JDA Software Group, Inc. dated June 13, 2005. (Incorporated by
    reference to Exhibit 10.1 to the Companys Current Report
    on Form 8-K dated May 16, 2005, as filed on June 20, 2005).10
.20(1)



Restricted Stock Units Agreement between Christopher Koziol and
    JDA Software Group, Inc. dated November 3, 2005. (Incorporated
    by reference to Exhibit 99.1 to the Companys Current Repot
    on Form 8-K dated October 28, 2005, as filed on November 3,
    2005).10
.21(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 Repot on
    Form 8-K dated October 28, 2005, as filed on November 3, 2005).10
.22(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
.23(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)



Form of Restricted Stock Agreement to be used in connection with
    restricted stock granted to Kristen L. Magnuson pursuant to the
    JDA Software Group, Inc. 2005 Performance Incentive Plan.
    (Incorporated by reference to Exhibit 10.33 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2005, as filed on March 16, 2006).10
.25(1)



Form of Restricted Stock Agreement to be used in connection with
    restricted stock granted to Christopher J. Koziol pursuant to
    the JDA Software Group, Inc. 2005 Performance Incentive Plan.
    (Incorporated by reference to Exhibit 10.34 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2005, as filed on March 16, 2006).10
.26



Preferred Stock Purchase Agreement by and among JDA Software
    Group, Inc. and Funds Affiliated with Thoma Cressey Equity
    Partners Inc. dated as of April 23, 2006. (Incorporated by
    reference to Exhibit 10.1 to the Companys Current Report
    on Form 8- K/A (Amendment No. 1) dated April 24, 2006, as filed
    on April 27, 2006).10
.27



Registration Rights Agreement Between JDA Software Group, Inc.
    and Funds Affiliated With Thoma Cressey Equity Partners Inc.
    dated as of April 23, 2006. (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on Form 8-K/A
    (Amendment No. 1) dated April 24, 2006, as filed on April 27,
    2006).10
.28



Commitment Letter by and among JDA Software Group, Inc., Credit
    Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank,
    National Association and Wachovia Capital Markets, LLC dated
    August 10, 2008. (Incorporated by reference to Exhibit 10.2 to
    the Companys Current Report on Form 8-K dated August 10,
    2008, as filed on August 11, 2008).10
.29



Amendment to Commitment Letter by and among JDA Software Group,
    Inc., Credit Suisse, Credit Suisse Securities (USA) LLC,
    Wachovia Bank, National Association and Wachovia Capital
    Markets, LLC dated September 29, 2008. (Incorporated by
    reference to Exhibit 10.1 to the Companys Current Report
    on Form 8-K dated September 29, 2008, as filed on September 30,
    2008).10
.30 (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). 100




---



##### Table of Contents



Exhibit #



Description of Document10
.31 (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).10
.32(1)



Separation Agreement between JDA Software Group, Inc. and
    Kristen L. Magnuson dated April 6, 2009. (Incorporated by
    reference to Exhibit 10.4 to the Companys Quarterly Report
    on Form 10-Q for the quarterly period ended September 30, 2009,
    as filed on November 3, 2009).10
.33(1)



Separation Agreement between JDA Software Group, Inc. and
    Christopher J. Koziol dated August 3, 2009. (Incorporated by
    reference to Exhibit 10.5 to the Companys Quarterly Report
    on Form 10-Q for the quarterly period ended September 30, 2009,
    as filed on November 3, 2009).10
.34



Voting Agreement by and among JDA Software Group, Inc.,
    i2 Technologies, Inc. and R2 Top Hat, Ltd. dated November
    4, 2009. (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on Form 8-K dated November 4,
    2009, as filed on November 5, 2009).10
.35



Voting Agreement by and among JDA Software Group, Inc.,
    i2 Technologies, Inc. and directors and officers of
    i2 Technologies, Inc. signatory thereto dated November 4,
    2009. (Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on Form 8-K dated November 4,
    2009, as filed on November 5, 2009).10
.36



Voting Agreement by and among JDA Software Group, Inc.,
    i2 Technologies, Inc. and directors and officers of JDA
    Software Group, Inc. signatory thereto dated November 4, 2009.
    (Incorporated by reference to Exhibit 10.3 to the Companys
    Current Report on Form 8-K dated November 4, 2009, as filed on
    November 5, 2009).10
.37



Commitment Letter by and among JDA Software Group, Inc., Wells
    Fargo Foothill, LLC and Wells Fargo Securities, LLC dated
    November 4, 2009. (Incorporated by reference to Exhibit 10.4 to
    the Companys Current Report on Form 8-K dated November 4,
    2009, as filed on November 5, 2009).10
.38



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
.39



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).10
.40



Stock Purchase Agreement among JDA Software Group, Inc., Thoma
    Cressey Fund VII, LP and Thoma Cressey Friends Fund VII, LP,
    dated September 8, 2009. (Incorporated by reference to Exhibit
    10.1 to the Companys Current Report on Form 8-K dated
    September 9, 2009, as filed on September 9, 2009).14
.1



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



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 and Kristen L. Magnuson 101