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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, 2008oro

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(State or other jurisdiction
    of
    incorporation or organization)

86-0787377(I.R.S. Employer
    Identification No.)   14400
    North 87th Street
 Scottsdale, Arizona 85260
 (Address of principal executive
    offices, including zip code)
  Registrants telephone number, including area code:
 (480) 308-3000
      Securities registered pursuant to Section 12(b) of the
    Act:
 NONE
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common
    Stock, $0.01 par value
  o þ
  o þ
  þ o
  10-K Form 10-K. o
  Rule 12b-2
 o þ o o
  Rule 12-b-2  o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Documents

Form 10-K ReferencePortions of the Proxy Statement for the registrants
    2009
    Annual Meeting of Stockholders are incorporated by
    reference into Part III of this
    Form 10-K

Items 10, 11, 12, 13 and 14 of Part III




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff Comments -- NoneItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security Holders -- None during fourth quarter 2008.PART IIItem 5. Market for Registrants Common Equity and Related Stockholder MattersStock Performance GraphItem 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. 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. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Years Ended December 31, 2008 (In thousands, except percentages, shares, per share amounts or as otherwise stated)EX-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  Overview
    Market
    Background
     2




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JDA
    Solution
    Demand Management Allocation, Replenishment &
    Fulfillment Merchandise Planning Merchandise Operations Systems Space and Category Management Revenue Management Transportation and Logistics Management Contract Manufacturing Store
    Systems point-of-sale
  JDA
    Business Segments
    
    Retail.  This reportable business segment
    includes all revenues related to applications sold to retail
    customers.
    Manufacturing and Distribution.  This
    reportable business segment includes all revenues related to
    applications 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. 3




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
    Services Industries.  This reportable business
    segment includes all revenues related to applications 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.    Business
    Opportunities and Growth Strategies
        and/or
    
    Capitalize on the Current Market Demand for Supply Chain
    Planning, Optimization and Execution
    Solutions.We believe our leadership in the
    supply chain planning market, combined with the markets
    current focus on these kind of high ROI solutions creates a near
    term growth opportunity.
    Expand the Services Offerings We Provide to Our
    Customers.We believe most companies will
    implement plans to further reduce their operating costs in 2009.
    We plan to help customers achieve this goal through compelling
    service offerings such as our Managed Servicesinitiative, that enable customers to maximize the potential
    of our software solutions at a lower total cost of ownership.
    Continue Our Margin Improvement Plans Through Our Center of
    Excellence.In 2008 we outlined a strategy to
    expand our operations in India and create a comprehensive Center
    of Excellence (CoE). The CoEis
    designed to complement and enhance our existing on-shore
    business model, not replace it, and our goal is to achieve
    operational and cost benefits without sacrificing our capability
    to work
    face-to-face
    with our customers, most of which are in the Americas and
    Europe. The CoEencompasses additional product
    development activities, customer implementation services,
    customer support services and internal administrative services
    that enable us to expand our operations and achieve growth
    goals, while reducing our total 4




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operating costs. We implemented the first stage of a three-year
    plan for the CoEin 2008. We will continue to execute
    against this plan and we believe the CoE will improve our
    operating margins in 2009.  
    Leverage our brands.  We plan to increasingly
    promote our four major brands that we acquired through
    acquisitions  Arthur, E3, Intactix and Manugistics.
    In the past we have retained these brands in our products names
    only. In the future we will elevate these brands by emphasizing
    the brand names in our broad-based marketing efforts, rather
    than associating them with our product names.
    Expand Partnerships.  We will continue to
    develop and expand the network of partners and value-added
    resellers (VARs) which help promote JDA solutions globally. We
    will also leverage the success of our JDA Alliance Connection
    program, first launched in 2007, that is designed to provide
    increased value to our partners and to maximize their ability to
    generate additional revenues for both themselves and JDA.  Product
    Strategy
  JDA
    Enterprise Architecture JDA Enterprise
    Architecture JDA Enterprise Architecture JDA Enterprise Architecture
  JDA Enterprise Architecture JDA Enterprise Architecture JDA Enterprise Architecture JDA Enterprise
    Architecture
  JDA Enterprise
    Architecture
  JDA Enterprise
    Architecture
 5




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Investment
    Protection Program
  Investment Protection Program like-for-like
  Products


Product Lines


DescriptionJDA Platform JDA Enterprise Architecture
     JDA Integrator
     JDA Monitor


The JDA Enterprise Architecture provides a common platform for
    master and operational data, security, exception management,
    workflow, analysis and reporting.  JDA Integrator facilitates
    the initial load of data, as well as the dynamic and daily data
    updates between JDA applications.  JDA Monitor enables a
    customer to monitor and manage pre-defined critical planning and
    event information.Demand Management Demand
     Demand Classification
     Dynamic Demand Response
     Seasonal Profiling
     Demand Decomposition
     Market Manager


The Demand Management solution leverages multiple forecasting
    algorithms and methodologies to drive forecast improvement
    across all types of products.  The solution supports forecasting
    for different product sales behavior; responds to shifts in
    demand from new product introduction to end of life; and
    leverages multiple history streams, promotional information and
    event data to improve forecast accuracy to drive optimized
    inventory levels that reduce carrying costs and lost sales.Allocation, Replenishment & Fulfillment JDA Fulfillment
     JDA Order Optimization
     JDA Allocation
     JDA Advanced Warehouse Replenishment
     JDA Advance Store Replenishment
     JDA Vendor Managed Inventory
     JDA Network Optimization


The Allocation, Replenishment & Fulfillment solution
    provides a core planning and replenishment solution for
    developing a highly accurate time-phased plan of all
    inventories, shipments and receipts in a multi-tiered
    distribution network, while leveraging one view of demand.  The
    solution optimizes plans, order management and execution that
    accounts for minimums, logistic efficiencies, product costs,
    freight costs and optimal order quantities by item and across
    all lines; and manages product promotional flow, multi-level
    bill of material management, component replenishment,
    replacement and substitutions, new item introductions and phase
    in/phase out transitions. 6




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Product Lines


DescriptionSpace & Category Management JDA Efficient Item Assortment
     JDA Space Planning
     JDA Floor Planning
     JDA Shelf Assortment
     JDA Intactix Knowledge Base
     JDA Space Automation
     JDA Planogram Generator
     JDA Channel Clustering


The Space and Category Management solution enables
    manufacturers, distributors and retailers to plan and execute
    category and merchandise plans designed to achieve demand-based
    optimized assortments and precision merchandising.  The solution
    tailors assortments for product launches and go-to-market
    strategies; improves space productivity while lowering carrying
    costs and decreasing out-of-stocks and excess inventory as well
    as streamlining space and floor planning activities.Merchandise Planning JDA Enterprise Planning
     JDA Assortment Planning
     JDA Performance Analysis
     JDA Size Scaling


The Merchandise Planning solution is a collaborative and
    configurable, workflow-driven planning solution that
    synchronizes all planning metrics, including sales, margins or
    turns, across functional organizations and reconciles them down
    the enterprise hierarchies.   The solution supports and
    optimizes strategic financial and operating planning activities
    and provides a single, integrated solution for financial,
    merchandise, channel and key item planning to better manage
    inventory.Revenue Management JDA Airline Revenue Optimizer
     JDA Price Optimizer
     JDA Tour Revenue Optimizer
     JDA Rail Revenue Optimizer
     JDA Hospitality Revenue Optimizer
     JDA Cargo Revenue Optimizer
     JDA Media Revenue Management System
    and  Optimal Placement Engine
     JDA Cruise Revenue Optimizer


The Revenue Management solution is designed for service-based
    industries.  These products enable airlines, railroads, cargo
    operators, hotels and tour operators to optimize capacity
    utilization and develop processes for using demand, pricing,
    revenue and capacity management to enhance revenues and gain
    competitive advantage.Price Optimization & Management JDA Trade Event Management for Retail
     JDA Trade Promotions Management
     JDA Advertising
     JDA Promotions Management
     JDA Promotions Optimization
     JDA Markdown Optimization
     JDA Shelf Price Optimization


The Price Optimization & Management solution optimizes
    pricing (taking competitors pricing into account),
    promotional spend and promotional planning and execution to
    generate maximum sales and margin dollars. The solution
    facilitates the determination of the best mix of price and
    promotion to help drive revenues; improves utilization of
    promotional dollars; optimizes the pricing and promotion process
    to reduce inventory costs while improving sell-through; and
    generates maximum value from end-of-life, end-of-season and
    excess inventory. 7




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Product Lines


DescriptionManufacturing & Supply Management JDA Strategy
     JDA Inventory Policy Optimization
     JDA Master Planning
     JDA Sequencing
     JDA Supply
     JDA Order Promising


The Manufacturing & Supply Management solution delivers a
    comprehensive demand-driven manufacturing planning and
    scheduling solution that addresses the challenges across process
    and discrete manufacturing.  The solution enables network design
    and optimization, business workflow and comprehensive analysis
    of supply and demand plans and the recommended actions from
    summary to detail; and drives material and capacity allocation
    to profitably fulfill prioritized customer demand.Contract Manufacturing JDA Maintenance Repair & Overhaul
     JDA
    Make-to-Order
     JDA Procurement Management


The Contract Manufacturing solution is specifically designed for
    enterprises engaged in standard and contract-oriented
    manufacturing and re-manufacturing. The solution provides
    production control, financial management and resource planning
    tools and the access to information needed to speed delivery,
    increase effective capacity and reduce costs in a discrete
    manufacturing or repair and overhaul operation; and facilitates
    better resource utilization and full life cycle support
    capability.Transportation and Logistics Management JDA Transport
     JDA Transport RFQ
     JDA Carrier
     JDA Freight Pay
     JDA Delivery Management
     JDA Routing
     JDA Logistics Event Management & Visibility


The Transportation Management applications enable manufacturers,
    distributors, retailers, shippers, carriers and transportation
    service providers to more effectively manage the complexities of
    a multi-modal logistics network. Functionality includes
    synchronization of the global movement of goods and information,
    automated freight payment processes, proactive management of
    supplier and carrier relationships and ability to generate an
    optimized plan based on real business constraints.Merchandise Operations Systems JDA Portfolio Merchandise Management
     JDA Merchandise Management System
     JDA Merchandise Performance Analysis


The Merchandise Operations Systems applications manage inventory
    and the movement of merchandise including buying and receiving,
    tracking and controlling inventory, transferring between
    locations, customer sales and returns, executing price
    strategies and returning goods to vendors.Store Systems JDA
    Point-of-Sale
     Distributed Store System for Windows
     JDA
    Back-of-Store
     JDA Customer Relationship Management


The Store Systems applications provide point-of-sale functions
    including sales, returns, exchanges, layaways and special orders
    and visibility into merchandise operations systems; back office
    functions for inventory movement and transaction management; and
    a centralized repository for customer demographic and
    transaction information, target marketing, customer scorecarding
    and customer loyalty. 8




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Product Lines


DescriptionWorkforce Management JDA Workforce Management


The Workforce Management application provide capabilities for
    budgeting, forecasting, scheduling, time and attendance, labor
    tracking, operations management, corporate reporting and
    workforce interaction via web portals.Performance Management JDA Reporting
     JDA Analytics


The Performance Management solution delivers complete business
    intelligence capabilities, unifies business process workflow,
    integrates security and leverages preconfigured key performance
    indicators to help analyze and predict the impact of changes.Collaboration JDA Marketplace Replenish
     JDA Collaborate
     JDA Marketplace
     JDA Executive S&OP Workbench


The Collaboration solutions enable collaboration internally on
    supply chain decisions and externally with trading partners to
    streamline decision making throughout an extended network.  The
    solutions enable real-time communication and facilitate the
    sharing of strategic, operational and tactical plans allowing
    companies to elevate the scope and effectiveness of their supply
    chain Sales and Operations Planning (S&OP) processes


JDA
    Services
  JDA
    Services JDA 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. 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. In addition, we have
    a Platinumoffering 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
    steady and our average annualized retention rates remain strong
    at 94%. 9




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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 Managementsolutions to over two years for our larger Merchandise
    Operations Systems, Demand Managementand 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, middle ware, 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 (formerly
    BMI). Education Servicesinclude multimodal process and
    solution training, role-based certification tracks, benchmarking
    surveys and services and best practice/business strategy
    information. Education Servicesfeatures 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.
    Managed Services.  A primary initiative in 2009
    will be the further development of our Managed Servicesoffering which expands our existing hosted services and will
    include: (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.
    A significant portion of these services will be performed by the
    resources in our Center of Excellence. We believe our
    Managed Servicesoffering will provide customers with
    effective alternatives, particularly during the current economic
    environment, to reduce their costs of operation, operate
    effectively with constrained resources, leverage outside domain
    expertise to augment their personnel and to improve the value
    they derive from their JDA products.  Sales and
    Marketing
   10




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Services Industries
  Alliance Connection
    Competition
    head-to-head
  Proprietary
    Rights
     11




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JDA
    Enterprise Architecture JDA
    Reporting JDA Analytics Portfolio Merchandise Management Merchandise Performance Analysis
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    the Indebtedness of Others
  Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.jda.com
 
  Item 1A.
    Risk
    Factors  Form 10-K.
  Risks
    Related To Our Business
  We may
    misjudge when software sales will be realized
   12




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Economic,
    political and market conditions can adversely affect our revenue
    results and profitability
  and/or
  We may
    not receive significant revenues from our current research and
    development efforts
    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 solutions
  Merchandise Operations Systems, Store Systems, Demand
    Management, Allocation, Replenishment & Fulfillment Revenue Management
    We may
    not be able to protect our intellectual property
    Third
    parties may claim we infringe their intellectual property
    rights
   14




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
    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 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
  JDA
    Enterprise Architecture JDA
    Reporting JDA Analytics Portfolio Merchandise Management Merchandise Performance Analysis
  We may
    face difficulties in our highly competitive markets
  and/or and/or
   15




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CoE CoE
  There are
    many risks associated with international operations
    
    Currency fluctuations, which could significantly increase with
    our continuing expansion of the CoEin India;
    Higher operating costs due to local laws or regulations;
    Lower consulting margins;
    Competing against low-cost service providers;
    Unexpected changes in employment and other regulatory
    requirements;
    Tariffs and other trade barriers;
    Costs and risks of localizing products for foreign countries;
    Longer accounts receivable 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 burdens of complying with a wide variety of foreign laws;
    Anti-American
    sentiment due to the war with Iraq, and other American policies
    that may be unpopular in certain regions; 16




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
    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
  We may
    experience expansion delays or difficulties with our CoE in
    India
  CoE CoE CoE CoE CoE
  
    Unexpected increases in labor costs in India;
    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;
    Slower than expected acceptance of our services offerings by our
    customers;
    Inadequate facilities or communications infrastructure; and
    Local law or regulatory issues.  We are
    dependent on key personnel
    We may
    have difficulty integrating acquisitions
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
    If we incur significant debt to finance an acquisition and our
    combined business does not perform as expected, we may have
    difficulty complying with debt covenants;
    We may have difficulty assimilating the operations and personnel
    of the acquired company;
    The challenge to integrate new products and technologies into
    our sales and marketing process;
    We may have difficulty effectively integrating the 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;
    The costs and complexity of integrating the internal IT
    infrastructure may be greater than expected and require capital
    investments;
    We may not be able to retain key technical and managerial
    personnel from the acquired business;
    We may be unable to achieve the financial and strategic goals
    for the acquired and combined businesses;
    We may have difficulty in maintaining controls, procedures and
    policies during the transition and integration;
    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.  We may
    have difficulty completing acquisitions due to adverse
    conditions in the credit markets
    Government
    contracts are subject to unique costs, terms, regulations,
    claims and penalties
    Risks
    Related To Our Industry
  It may be difficult to identify, adopt and develop product
    architecture that is compatible with emerging industry
    standards
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JDA Enterprise Architecture
    We may be
    impacted by shifts in the consumer products supply
    chain
    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; 19




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
    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.    
    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
     20




---



##### Table of Contents



Our
    convertible preferred stock may adversely impact JDA and our
    common stockholders or have a material adverse affect on our
    financial condition and results of operations.
   
  Item 1B.
    Unresolved
    Staff Comments None 
  Item 2.
    Properties       
  Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders None
    during fourth quarter 2008. 21




---



##### Table of Contents



PART II
 
  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters    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   Year Ended 2007

High


Low1st Quarter

$
16.25


$
13.662nd Quarter


20.20



14.773rd Quarter


23.63



17.914th Quarter


25.51



19.11      22




---



##### Table of Contents



Stock
    Performance Graph
    
   Company/Index Name


12/31/03



12/31/04



12/31/05



12/31/06



12/31/07



12/31/08JDA Software Group, Inc.


$
100.00



$
82.49



$
103.01



$
83.38



$
123.87



$
79.50NASDAQ Stock Market (US Companies)



100.00




108.84




111.16




122.11




132.42




63.80Computer and Data Processing Stocks (Peer Group)



100.00




104.86




97.83




106.96




111.79




61.95    
  Item 6.
    Selected
    Financial Data   23




---



##### Table of Contents



Consolidated
    Statement of Operations Data:
  Year Ended December 31,2008


2007


2006


2005


2004(In thousands except per share data)Revenues:Software licenses

$
92,898


$
73,599


$
48,971


$
58,508


$
59,111Maintenance services


182,844



178,198



129,290



86,417



80,240Product revenues


275,742



251,797



178,261



144,925



139,451Consulting services


104,072



110,893



90,085



64,901



71,251Reimbursed expenses


10,518



10,885



9,121



5,997



6,172Service revenues


114,590



121,778



99,206



70,898



77,423Total revenues


390,332



373,575



277,467



215,823



216,874Cost of Revenues:Cost of software licenses


3,499



2,499



2,005



1,638



2,191Amortization of acquired software technology


5,277



6,377



6,226



5,009



5,158Cost of maintenance services


45,734



45,242



31,793



22,700



19,975Cost of product revenues


54,510



54,118



40,024



29,347



27,324Cost of consulting services


81,954



83,131



65,828



50,882



53,229Reimbursed expenses


10,518



10,885



9,121



5,997



6,172Cost of service revenues


92,472



94,016



74,949



56,879



59,401Total cost of revenues


146,982



148,134



114,973



86,226



86,725Gross Profit


243,350



225,441



162,494



129,597



130,149Operating Expenses:Product development


53,866



51,173



56,262



44,351



52,800Sales and marketing


66,468



63,154



48,153



40,386



45,608General and administrative


44,213



41,515



33,363



25,471



24,922Provision for doubtful accounts


750



2,890



1,440



1,600



Amortization of intangibles


24,303



15,852



9,556



3,572



3,388Restructuring charges and adjustments to acquisition-related
    reserves


8,382



6,208



6,225



2,439



6,105Costs of terminated acquisition of i2 Technologies


25,060















Loss on impairment of goodwill














9,713



Loss on impairment of trademarks










200



200



1,100Relocation costs to consolidate development and support
    activities


















Gain on sale of office facility






(4,128
)










Total operating expenses


223,042



176,664



155,199



127,732



133,923Operating Income (Loss)


20,308



48,777



7,295



1,865



(3,774
)Interest expense and amortization of loan fees


(10,349
)


(11,836
)


(7,645
)


(162
)


(205
)Finance costs on terminated acquisition of i2 Technologies


(5,292
)














Interest income and other, net


2,791



3,476



3,857



2,799



2,335Change in fair value of Series B Preferred Stock conversion
    feature










(3,086
)






Net gain on acquisition breakup fee


















1,200Income (Loss) Before Income Taxes


7,458



40,417



421



4,502



(444
)Income tax (provision) benefit


(4,334
)


(13,895
)


(867
)


2,458



2,453Net Income (Loss)


3,124



26,522



(466
)


6,960



2,009Adjustment to increase the carrying amount of the Series B
    Preferred Stock to its redemption value










(10,898
)






Income (Loss) Applicable to Common Shareholders

$
3,124


$
26,522


$
(11,344
)

$
6,960


$
2,009Basic Earnings (Loss) Per Share Applicable to Common
    Shareholders

$
.09


$
.79


$
(.39
)

$
.24


$
.07Diluted Earnings (Loss) Per Share Applicable to Common
    Shareholders

$
.09


$
.76


$
(.39
)

$
.24


$
.07SHARES USED TO COMPUTE:Basic Earnings (Loss) Per Share Applicable to Common
    Shareholders


34,339



33,393



29,232



28,825



29,072Diluted Earnings (Loss) Per Share Applicable to Common
    Shareholders


35,185



34,740



29,232



29,290



29,494  24




---



##### Table of Contents



Consolidated
    Balance Sheet Data:
  December 31,2008


2007


2006


2005


2004(In thousands)Cash and cash equivalents

$
32,696


$
95,288


$
53,599


$
71,035


$
61,344Marketable securities














40,472



35,778Working capital


32,139



67,863



41,103



119,032



94,820Goodwill and other intangible assets(1)


282,489



311,355



345,000



103,436



121,588Total assets(1),(2)


524,776



622,225



624,744



330,572



332,567Long-term debt(1),(2)






92,536



137,813







Redeemable preferred stock(1)


50,000



50,000



50,000







Stockholders equity(3)


341,495



335,796



290,352



281,966



276,185     (1)
    
    The increase in total assets in 2006 resulted primarily from the
    goodwill and other intangible assets recorded in the acquisition
    of Manugistics Group, Inc. in July 2006. 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 the transaction.(2)
    
    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 the terminated acquisition of
    i2 Technologies and the remaining $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.(3)
    
    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  Significant
    Trends and Developments in Our Business
  Outlook and Guidance for First Quarter
    2009.
  Guidance for First Quarter 2009Low End


High EndSoftware revenues

$
16.0 million


$
23.0 millionTotal revenues

$
83.5 million


$
93.0 million   90-day
     25




---



##### Table of Contents



3
    CoE
    JDA
    Services
 26




---



##### Table of Contents



Managed
    Services Managed Services Premium Access
  CoE CoE We Have Successfully
    Expanded our Operations in India and Created a Center of
    Excellence ) CoE Managed Services CoE CoE
  We Have Successfully Expanded our Operations in India and
    Created a Center of Excellence. CoE CoE CoE
  CoE
  Ø
    Accelerating the development of new solutions and innovations
    through expanded R&D bandwidth;Ø
    Increasing the breadth and competitiveness of our consulting
    services through a blended delivery offering that combines high
    value on-shore consulting expertise and project management with
    lower cost off-shore resources;Ø
    Enhancing our customer support service through faster resolution
    of complex customer issues;Ø
    Accelerating the development of training content;Ø
    Reducing the total cost of ownership of our solutions;Ø
    Improving our competitiveness against service providers that
    already operate low cost off-shore facilities, and against
    small, low-cost on-shore service providers; 27




---



##### Table of Contents



Ø
    Accelerating the development of common business processes
    between major departments within JDA;Ø
    Increasing our ability to take advantage of technology to
    optimize our internal operations; andØ
    Lowering our operating costs and improving our operating margins.  CoE face-to-face
  We Will Continue to Actively Look for Strategic Acquisition
    Opportunities in 2009.
  Summary of 2008 Results. Store Systems Space &
    Category Management
  head-to-head
    Software
    License Revenues
  Region

2008


2007


$Change


% ChangeAmericas

$
67,046


$
42,269


$
24,777



59
%Europe


18,646



21,910



(3,264
)


(15
)%Asia/Pacific


7,206



9,420



(2,214
)


(24
)%Total

$
92,898


$
73,599


$
19,299



26
%    28




---



##### Table of Contents



CoE.
     29




---



##### Table of Contents



CoE
  CoE CoE.
    CoE
      CoE.
 30




---



##### Table of Contents



Costs of Terminated Acquisition of
    i2 Technologies.
  Performance Share Awards. 24-month
    Restricted Stock Unit Awards. 24-month
   31




---



##### Table of Contents



2008


2007


2006Cost of maintenance services

$
319


$
445


$
4Cost of consulting services


307



678



15Product development


550



483



7Sales and marketing


1,058



1,848



51General and administrative


2,090



2,737



583Total stock-based compensation

$
4,324


$
6,191


$
660   24-month
  Employee Stock Purchase Plan.
   32




---



##### Table of Contents



12-month
  Our Financial Position is Solid and We Are Generating
    Positive Cash Flow from Operations.
   33




---



##### Table of Contents



Results
    of Operations
    Year EndedDecember 31,2008


2007


2006Revenues:Software licenses


24
%


19
%


18
%Maintenance services


47



48



46Product revenues


71



67



64Consulting services


26



30



33Reimbursed expenses


3



3



3Service revenues


30



33



36Total revenues


100



100



100Cost of Revenues:Cost of software licenses


1



1



1Amortization of acquired software technology


1



2



2Cost of maintenance services


12



12



11Cost of product revenues


14



15



14Cost of consulting services


21



22



24Reimbursed expenses


3



3



3Cost of service revenues


24



25



27Total cost of revenues


38



40



41Gross Profit


62



60



59Operating Expenses:Product development


14



14



20Sales and marketing


17



17



18General and administrative


12



11



13Provision for doubtful accounts






1



Amortization of intangibles


6



3



3Restructuring charges and adjustments to acquisition-related
    reserves


2



2



2Costs of terminated acquisition of i2 Technologies


6







Loss on impairment of trademarks










Gain on sale of office facility






(1
)


Total operating expenses


57



47



56Operating Income


5



13



3Interest expense and amortization of loan fees


(3
)


(3
)


(3
)Finance costs on terminated acquisition of i2 Technologies


(1
)Interest income and other, net


1



1



1Change in fair value of Series B Preferred Stock conversion
    feature










(1
)Income (Loss) Before Income Taxes


2



11



Income tax (provision) benefit


(1
)


(4
)


(1
)Net Income (Loss)


1
%


7
%



%Gross margin on software licenses


96
%


97
%


96
%Gross margin on maintenance services


75
%


75
%


75
%Gross margin on product revenues


80
%


79
%


78
%Gross margin on service revenues


19
%


23
%


24
%  34




---



##### Table of Contents



% Change





% Change2008


2008 vs 2007


2007


2007 vs 2006


2006Revenues:Software licenses

$
92,898



26
%

$
73,599



50
%

$
48,971Maintenance


182,844



3
%


178,198



38
%


129,290Product revenues


275,742



9
%


251,797



41
%


178,261Service revenues


114,590



(6
)%


121,778



23
%


99,206Total revenues


390,332



4
%


373,575



35
%


277,467Cost of Revenues:Software licenses


3,499



40
%


2,499



25
%


2,005Amortization of acquired software technology


5,277



(17
)%


6,377



2
%


6,226Maintenance services


45,734



1
%


45,242



42
%


31,793Product revenues


54,510



1
%


54,118



35
%


40,024Service revenues


92,472



(2
)%


94,016



25
%


74,949Total cost of revenues


146,982



(1
)%


148,134



29
%


114,973Gross Profit


243,350



8
%


225,441



39
%


162,494Operating Expenses:Product development


53,866



5
%


51,173



(9
)%


56,262Sales and marketing


66,468



5
%


63,154



31
%


48,153General and administrative


44,213



6
%


41,515



23
%


33,363164,547



6
%


155,842



13
%


137,778Provision for doubtful accounts


750



(74
)%


2,890



106
%


1,440Amortization of intangibles


24,303



53
%


15,852



66
%


9,556Restructuring charges and adjustments to acquisition-related
    reserves


8,382



35
%


6,208




%


6,225Costs of terminated acquisition of i2 Technologies


25,060



100
%







%


Gain on sale of office facility






(100
)%


(4,128
)


100
%


Operating income

$
20,308



(58
)%

$
48,777



569
%

$
7,295Cost of Revenues as a% of related revenues:Software licenses


4
%






3
%






4
%Maintenance services


25
%






25
%






25
%Product revenues


20
%






21
%






22
%Service revenues


81
%






77
%






76
%Product Development as a% of product revenues


20
%






20
%






32
%  35




---



##### Table of Contents



Retail


Manufacturing & Distribution


Services Industries2008 vs 2007


2007 vs 2006


2008 vs 2007


2007 vs 2006


2008 vs 2007


2007 vs 2006Software licenses


40
%


38
%


6
%


46
%


23
%


2,269
%Maintenance services


7
%


21
%


(2
)%


54
%


9
%


94
%Product revenues


18
%


26
%



%


52
%


17
%


281
%Service revenues


(10
)%


(6
)%


(5
)%


134
%


31
%


135
%Total revenues


7
%


12
%


(1
)%


67
%


23
%


197
%Product development


10
%


(30
)%


(6
)%


23
%


46
%


201
%Sales and marketing


10
%


24
%


(5
)%


29
%


22
%


306
%Operating income (loss)


22
%


77
%


(1
)%


95
%


450
%


124
%   Retail


Manufacturing & Distribution


Services Industries2008


2007


2006


2008


2007


2006


2008


2007


2006Contribution to total revenues


54
%


52
%


63
%


41
%


43
%


35
%


5
%


5
%


2
%   The Americas


Europe


Asia/Pacific2008 vs 2007


2007 vs 2006


2008 vs 2007


2007 vs 2006


2008 vs 2007


2007 vs 2006Software licenses


59
%


44
%


(15
)%


54
%


(24
)%


73
%Maintenance services


2
%


41
%


2
%


36
%


11
%


20
%Product revenues


17
%


42
%


(3
)%


41
%


(4
)%


38
%Service revenues


(7
)%


16
%


2
%


78
%


(14
)%


13
%Total revenues


9
%


31
%


(2
)%


49
%


(8
)%


27
%   The Americas


Europe


Asia/Pacific2008


2007


2006


2008


2007


2006


2008


2007


2006Contribution to total revenues


69
%


66
%


68
%


22
%


24
%


22
%


9
%


10
%


10
%   Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Product
    Revenues
  Software Licenses.
  Retail.
  Manufacturing &
    Distribution.
  Services Industries.
  Regional Results.
 36




---



##### Table of Contents



Maintenance Services.
  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
   37




---



##### Table of Contents



Gross
    Profit
      Operating
    Expenses
  Product Development. CoE
  Sales and Marketing.
  General and Administrative.
  Provision of Doubtful Accounts.
  Amortization of Intangibles.
  Restructuring Charges and Adjustments to Acquisition
    Reserves. CoE)
 38




---



##### Table of Contents



JDA Enterprise Architecture
  Costs of Terminated Acquisition of
    i2 Technologies.
  Gain on Sale of Office Facility.
  Operating
    Income
    Retail
  Manufacturing and Distribution
  Services Industries
   39




---



##### 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) benefit 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
)Extra-territorial income exclusion






Change in fair value of Series B preferred stock conversion
    feature






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) benefit

$
(4,334
)

$
(13,895
)Effective tax rate


58.1
%


34.4
%     Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  The operating results for 2007 include the impact of
    Manugistics for the entire year. The operating results for 2006
    only include the impact of Manugistics from the date of
    acquisition (i.e., July 5, 2006) through
    December 31, 2006. The impact of the Manugistics
    acquisition on our product and service revenues in 2007 compared
    to 2006 is shown in the tables below which summarize
    (i) the various components of revenue with and without
    Manugistics and, (ii) software license results by region
    with and without Manugistics.
 40




---



##### Table of Contents



Combined
    JDA and Manugistics:
  Revenues:

2007


2006


$Change


%ChangeSoftware licenses

$
73,599


$
48,971


$
24,628



50
%Maintenance services


178,198



129,290



48,908



38
%Product revenues


251,797



178,261



73,536



41
%Service revenues


121,778



99,206



22,572



23
%Total revenues

$
373,575


$
277,467


$
96,108



35
%   JDA
    Only:
  Revenues:

2007


2006


$Change


%ChangeSoftware licenses

$
50,967


$
39,167


$
11,800



30
%Maintenance services


94,815



87,398



7,417



8
%Product revenues


145,782



126,565



19,217



15
%Service revenues


64,154



74,605



(10,451
)


(14
)%Total revenues

$
209,936


$
201,170


$
8,766



4
%   Manugistics
    Only:
  Revenues:

2007


2006


$Change


%ChangeSoftware licenses

$
22,632


$
9,804


$
12,828



131
%Maintenance services


83,383



41,892



41,491



99
%Product revenues


106,015



51,696



54,319



105
%Service revenues


57,624



24,601



33,023



134
%Total revenues

$
163,639


$
76,297


$
87,342



114
%   Software
    License Revenue by Region
  Region

2007


2006


$Change


% ChangeAmericas (JDA)

$
29,065


$
24,441


$
4,624



19
%Americas (Manugistics)


13,203



4,868



8,335



171
%Total Americas

$
42,268


$
29,309


$
12,959



44
%Europe (JDA)

$
15,766


$
9,903


$
5,863



59
%Europe (Manugistics)


6,145



4,328



1,817



42
%Total Europe

$
21,911


$
14,231


$
7,680



54
%Asia/Pacific (JDA)

$
6,136


$
4,823


$
1,313



27
%Asia/Pacific (Manugistics)


3,284



608



2,676



440
%Total Asia/Pacific

$
9,420


$
5,431


$
3,989



73
%Total JDA

$
50,967


$
39,167


$
11,800



30
%Total Manugistics


22,632



9,804



12,828



131
%Total

$
73,599


$
48,971


$
24,628



50
%  41




---



##### Table of Contents



Product
    Revenues
  Software Licenses.
  Retail. 3
  Manufacturing &
    Distribution. 3
  Services Industries. 3
  Regional Results. 3 3
  3 3
  3 3
  Maintenance Services.
  Service
    Revenues
     42




---



##### Table of Contents



Cost of
    Product Revenues
  Cost of Software Licenses.
  Amortization of Acquired Software
    Technology.
  Cost of Maintenance Services.
  Cost of
    Service Revenues
    Gross
    Profit
      Operating
    Expenses
  Product Development.
 43




---



##### Table of Contents



PRO
  Sales and Marketing.
  General and Administrative.
  Provision for Doubtful Accounts.
  Amortization of Intangibles.
  Restructuring Charges. JDA Enterprise
    Architecture
    Gain on Sale of Office Facility.
  Operating
    Income
    Retail
  Manufacturing and Distribution
 44




---



##### Table of Contents



Services Industries
    Other
    Income (Expense)
  Interest Expense and Amortization of Loan
    Fees.
  Interest Income and Other, Net.
  Change in
    Fair Value of Series B Preferred Stock Conversion
    Feature
  Accounting for
    Derivative Instruments and Hedging Activities
 45




---



##### Table of Contents



Income
    Tax Provision
    2007


2006Income before income taxes

$
40,417


$
421Income tax (provision) benefit at federal statutory rate

$
(14,146
)

$
(143
)Research and development credit


432



Meals, entertainment and other non-deductible expenses


(322
)


(112
)State income taxes


(983
)


(218
)Extra-territorial income exclusion






576Change in fair value of Series B preferred stock conversion
    feature






(1,050
)Foreign tax rate differential


796



(141
)Other, net


161



188Changes in estimate and foreign statutory rates


556



33Interest and penalties on uncertain tax positions


(389
)


Income tax (provision) benefit

$
(13,895
)

$
(867
)Effective tax rate


34.4
%


205.9
%   paid-in-capital.
  Liquidity
    and Capital Resources
     46




---



##### Table of Contents



year-to-year
  % Change





% Change2008


2008 to 2007


2007


2007 vs 2006


2006Net cash provided from operating activities

$
47,092



(41
)%

$
79,707



418
%

$
15,402Net cash used in investing activities


(12,704
)


(56
)%


(8,158
)


82
%


(45,839
)Net cash provided by (used in) financing activities


(95,481
)


(212
)%


(30,590
)


(269
)%


11,352Cash and cash equivalents (end of period)


32,696



(66
)%


95,288



78
%


53,559   Operating activities and/or
  Investing activities
 47




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##### Table of Contents



Financing activities
  Changes in foreign currency exchange rates Accounting for Derivative Instruments and
    Hedging Activities marked-to-market
  Treasury Stock Repurchases. Contractual Obligations
    12-month
  Contractual Obligations.
  Payments Due By Period (In thousands)Contractual Obligations

Total


< 1 year


1 to 3 years


3 to 5 years


> 5 yearsOperating lease obligations

$
52,906


$
13,324


$
23,936


$
8,283


$
7,363Contracted sublease rentals

$
(12,888
)

$
(3,599
)

$
(7,643
)

$
(1,646
)

$
    48




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##### Table of Contents



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.  97-2 (SOP 97-2), Software Revenue Recognition 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition, with respect to certain
    transactions Long-Term Construction-Type Contracts (ARB
    No. 45), 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts
    (SOP 81-1) Revenue
    Recognition,
    Ø
  Ø
  Ø
  Ø
  Ø
 49




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##### Table of Contents



SOP 81-1. progress-to-completion
    progress-to-completion EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  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 50




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##### Table of Contents



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 in accordance with the requirements of paragraph 8
    in Statement of Position
    97-2,
    Software Revenue Recognition, as amended. 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 billed annually or monthly. For
    those customers who are significantly delinquent or whose credit
    deteriorates, we typically put the account on hold and do not
    recognize any further services revenue, and may as appropriate
    withdraw support
    and/or our
    implementation staff until the situation has been resolved.    
    Goodwill and Intangible Assets.  Our business
    combinations typically result in goodwill and other intangible
    assets, which 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 required by Statement of Financial
    Accounting Standard No. 142, Goodwill and Other
    Intangible Assets(SFAS No. 142), requires
    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
     51




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##### Table of Contents



Accounting for the Costs of Computer
    Software to be Sold, Leased, or Otherwise Marketed product-by-product
    142-3, Determination of the Useful Life of Intangible
    Assets No. 142-3). No. 142-3 Goodwill and Other Intangible Assets No. 142-3 No. 142-3
  
    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 in accordance with Statement of Financial
    Accounting Standards No. 86, Accounting for Costs of
    Computer Software to be Sold, Leased or Otherwise Marketed.
    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.  We account for income taxes in
    accordance with Statement of Financial Accounting Standards
    No. 109, Accounting for Income Taxes(SFAS No. 109). Under SFAS No.
    109, 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.   52




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##### Table of Contents



Accounting for Uncertainty
    in Income Taxes  an interpretation of FASB Statement
    No. 109
      
    Stock-Based Compensation.  We adopted Statement
    of Financial Accounting Standard No. 123(R), Share Based Payment
    (SFAS No. 123(R)) effective
    January 1, 2006 using the modified prospective
    method. Under the modified prospective method,
    share-based compensation expense recognized in our financial
    statements will now include (i) compensation expense for
    all share-based payments granted prior to, but not yet vested as
    of January 1, 2006, based on the grant date fair value
    estimated under the requirements of Statement of Financial
    Accounting Standards No. 123, Accounting for Stock-Based
    Compensation (SFAS No. 123), and
    (ii) compensation expense for all share-based payments
    granted subsequent to January 1, 2006 under the
    requirements of SFAS No. 123(R). Results for prior
    periods have not been restated. SFAS No. 123(R) also
    requires the benefits of tax deductions in excess of recognized
    compensation cost to be reported as a financing cash flow rather
    than as an operating cash flow.   53




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##### Table of Contents



Performance Share Awards. 24-month
  24-month
  Restricted Stock Unit Awards. 24-month
 54




---



##### Table of Contents



Stock Option Plans.
  Employee Stock Purchase Plan.
  
    Derivative Instruments and Hedging
    Activities.  We account for derivative financial
    instruments in accordance with Financial Accounting Standard
    No. 133, Accounting for Derivative Instruments and
    Hedging Activities,as amended
    (SFAS No. 133). 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 denominated assets and
    liabilities which 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 less than
    90 days and are not designated as hedging instruments under
    SFAS No. 133. The forward exchange contracts are
    marked-to-market
    at the end of each reporting period, with gains and losses
    recognized in other income offset by the gains or losses
    resulting from the settlement of the underlying foreign
    denominated assets and liabilities.   55




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##### Table of Contents



No. 06-7, Issuers Accounting for a Previously Bifurcated
    Conversion Option in a Convertible Debt Instrument When the
    Conversion Option No Longer Meets the Bifurcation Criteria in
    FASB Statement No. 133 No. 06-7).
  Other
    Recent Accounting Pronouncements
  Disclosures About Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative Instruments
    and Hedging Activities Disclosures About Fair Value of
    Financial Instruments, concentration-of-credit-risk
  Fair Value Measurements FAS 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
 56




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign currency exchange rates.
    marked-to-market
   57




---



##### Table of Contents



Interest rates.
   
  Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K Rule 14a-3(b).
 
  Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    
  Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures. Rule 13a-15(e)
 58




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##### Table of Contents



Managements Report on Internal Control Over Financial
    Reporting. Rules 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 59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
  Accounting for Uncertainty in Income Taxes, an
    Interpretation of FASB Statement No. 109
  /s/
    60




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##### Table of Contents



PART III
  Form 10-K, Form 10-K,
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

TitleJames D. Armstrong


58


ChairmanOrlando Bravo(1)


38


DirectorJ. Michael Gullard(1)


64


DirectorDouglas G. Marlin(1)


61


DirectorJock Patton(1)


63


DirectorHamish N. J. Brewer


46


President and Chief Executive OfficerKristen L. Magnuson


52


Executive Vice President and Chief Financial OfficerChristopher J. Koziol


48


Chief Operating OfficerChristopher J. Moore


46


Executive Vice President, ServicesBrian P. Boylan


48


Senior Vice President, Human ResourcesG. Michael Bridge


45


Senior Vice President, General Counsel and SecretaryThomas Dziersk


45


Senior Vice President, AmericasLaurent F. Ferrere II


49


Senior Vice President and Chief Marketing OfficerDavid J. Johnston


46


Senior Vice President, Manufacturing and Wholesale-DistributionDavid R. King


64


Senior Vice President, Product Management and DevelopmentWayne J. Usie


42


Senior Vice President, Retail     (1)
    
    Member of the Audit Committee, Compensation Committee and
    Nominating and Governance Committee  Directors:
  James D. Armstrong
  Orlando Bravo
 61




---



##### Table of Contents



J. Michael Gullard
  Douglas G. Marlin
  Jock Patton
  Executive
    Officers:
  Hamish N. J. Brewer
 62




---



##### Table of Contents



Kristen L. Magnuson
  Christopher J. Koziol
  Christopher J. Moore
  Brian P. Boylan
  G. Michael Bridge
  Tom Dziersk
 63




---



##### Table of Contents



business-to-business
  Laurent F. Ferrere
  David J. Johnston
  David R. King
  Wayne J. Usie
 64




---



##### Table of Contents



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    
 PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules    Financial Statements
              2. Financial Statement Schedules
  Exhibits
 65




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109.
  Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
    66




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(In thousands, except share amounts)ASSETSCurrent Assets:Cash and cash equivalents

$
32,696


$
95,288Accounts receivable, net


79,353



74,659Income tax receivable


316



463Deferred tax asset


22,919



8,203Prepaid expenses and other current assets


14,223



15,925Total current assets


149,507



194,538Non-Current Assets:Property and equipment, net


43,093



44,858Goodwill


135,275



134,561Other Intangibles, net:Customer lists


121,719



144,344Acquired software technology


24,160



29,437Trademarks


1,335



3,013Deferred tax asset


44,815



62,029Other non-current assets


4,872



9,445Total non-current assets


375,269



427,687Total Assets

$
524,776


$
622,225LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
3,273


$
3,559Accrued expenses and other liabilities


52,090



48,559Current portion of long-term debt






7,027Deferred revenue


62,005



67,530Total current liabilities


117,368



126,675Non-Current Liabilities:Long-term debt






92,536Accrued exit and disposal obligations


8,820



11,797Liability for uncertain tax positions


7,093



5,421Total non-current liabilities


15,913



109,754Total Liabilities


133,281



236,429Commitments and Contingencies(Notes 11 and 12)Redeemable Preferred Stock


50,000



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 32,458,396 and
    31,378,768 shares, respectively


325



314Additional paid-in capital


305,564



295,694Deferred compensation


(2,915
)


(3,526
)Retained earnings


56,268



53,144Accumulated other comprehensive gain (loss)


(2,017
)


3,814357,225



349,440Less treasury stock, at cost, 1,307,317 and
    1,189,269 shares, respectively


(15,730
)


(13,644
)Total stockholders equity


341,495



335,796Total liabilities and stockholders equity

$
524,776


$
622,225    67




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006(In thousands, except per share data)Revenues:Software licenses

$
92,898


$
73,599


$
48,971Maintenance services


182,844



178,198



129,290Product revenues


275,742



251,797



178,261Consulting services


104,072



110,893



90,085Reimbursed expenses


10,518



10,885



9,121Service revenues


114,590



121,778



99,206Total revenues


390,332



373,575



277,467Cost of Revenues:Cost of software licenses


3,499



2,499



2,005Amortization of acquired software technology


5,277



6,377



6,226Cost of maintenance services


45,734



45,242



31,793Cost of product revenues


54,510



54,118



40,024Cost of consulting services


81,954



83,131



65,828Reimbursed expenses


10,518



10,885



9,121Cost of service revenues


92,472



94,016



74,949Total cost of revenues


146,982



148,134



114,973Gross Profit


243,350



225,441



162,494Operating Expenses:Product development


53,866



51,173



56,262Sales and marketing


66,468



63,154



48,153General and administrative


44,213



41,515



33,363Provision for doubtful accounts


750



2,890



1,440Amortization of intangibles


24,303



15,852



9,556Restructuring charges and adjustments to acquisition-related
    reserves


8,382



6,208



6,225Costs of terminated acquisition of i2 Technologies


25,060







Loss on impairment of trademarks










200Gain on sale of office facility






(4,128
)


Total operating expenses


223,042



176,664



155,199Operating Income


20,308



48,777



7,295Interest expense and amortization of loan fees


(10,349
)


(11,836
)


(7,645
)Finance costs on terminated acquisition of i2 Technologies


(5,292
)Interest income and other, net


2,791



3,476



3,857Change in fair value of Series B Preferred Stock conversion
    feature










(3,086
)Income Before Income Taxes


7,458



40,417



421Income tax (provision) benefit


(4,334
)


(13,895
)


(867
)Net Income (Loss)


3,124



26,522



(446
)Adjustment to increase the carrying amount of the Series B
    Preferred Stock to its redemption value










(10,898
)Income (Loss) Applicable to Common Shareholders

$
3,124


$
26,522


$
(11,344
)Basic Earnings (Loss) Per Share Applicable to Common
    Shareholders

$
.09


$
.79


$
(.39
)Diluted Earnings (loss) Per Share Applicable to Common
    Shareholders

$
.09


$
.76


$
(.39
)Shares Used To Compute:Basic Earnings (Loss) Per Share Applicable to Common Shareholders


34,339



33,393



29,232Diluted Earnings (Loss) Per Share Applicable to Common
    Shareholders


35,185



34,740



29,232    68




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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, 2006


30,222,983


$
302


$
257,816


$
(725
)

$
38,972


$
(1,188
)

$
(13,211
)

$
281,966Issuance of common stock:Issuance of common stock  Options


237,643



2



2,737



















2,739Issuance of restricted stock


77,214



1



865



(514
)














352Vesting of restricted stock units


31,918Forfeiture of unvested equity awards


(311
)






(31
)


31Amortization of deferred compensation














304















304Stock compensation  accelerated vesting of stock
    options










4



















4Tax benefit  stock compensation










330



















330Adjustment to increase the carrying amount of Series B
    Preferred Stock


















(10,898
)










(10,898
)Termination of Series B Preferred Stock conversion
    feature










13,984



















13,984Purchase of treasury stock


























(189
)


(189
)Comprehensive income:Net loss


















(446
)










(446
)Unrealized gain on marketable securities,
    available-for-sale,
    net






















(38
)






(38
)Change in fair value of interest rate swap






















235







235Foreign translation adjustment






















2,009







2,009Comprehensive income






























1,760Balance, December 31, 2006


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


32,458,396


$
325


$
305,564


$
(2,915
)

$
56,268


$
(2,017
)

$
(15,730
)

$
341,495    69




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)Operating Activities:Net income (loss)

$
3,124


$
26,522


$
(446
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


39,280



31,646



24,433Provision for doubtful accounts


750



2,890



1,440Amortization of loan origination fees


3,672



1,808



1,096Excess tax benefits from share-based compensation


1,638



(1,308
)


(330
)Net gain on sale of office facility






(4,128
)


Net (gain) loss on disposal of property and equipment


9



(20
)


(78
)Stock-based compensation expense


4,324



6,191



660Change in fair value of preferred stock conversion feature










3,086Loss on impairment of trademarks










200Deferred income taxes


1,784



9,991



(946
)Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable


(6,590
)


5,597



(8,577
)Income tax receivable


116



(284
)


Prepaid expenses and other assets


2,055



(212
)


939Accounts payable


(346
)


(1,256
)


(4,046
)Accrued expenses and other liabilities


3,938



110



(100
)Income tax payable


27







84Deferred revenue


(6,689
)


2,160



(2,013
)Net cash provided by operating activities


47,092



79,707



15,402Investing Activities:Purchase of marketable securities










(26,075
)Sales of marketable securities










46,645Maturities of marketable securities










19,864Purchase of Manugistics Group, Inc










(72,886
)Payment of direct costs related to acquisitions


(4,242
)


(7,606
)


(6,683
)Payments received on promissory note receivable










1,213Purchase of property and equipment


(8,594
)


(7,408
)


(8,049
)Proceeds from disposal of property and equipment


132



6,856



132Net cash used in investing activities


(12,704
)


(8,158
)


(45,839
)Financing Activities:Issuance of Series B convertible preferred stock










50,000Issuance of common stock  stock options


7,806



9,877



2,739Excess tax benefits from share-based compensation


(1,638
)


1,308



330Purchase of treasury stock


(2,086
)


(244
)


(189
)Borrowings under term loan agreement










175,000Loan origination fees










(6,576
)Principal payments on term loan agreement


(99,563
)


(40,000
)


(35,437
)Repayment of 5% convertible subordinated notes






(1,531
)


(173,969
)Payments on capital lease obligations










(546
)Net cash provided by (used in) financing activities


(95,481
)


(30,590
)


11,352Effect of exchange rates on cash and cash equivalents


(1,499
)


770



1,609Net increase (decrease) in cash and cash equivalents


(62,592
)


41,729



(17,476
)Cash and Cash Equivalents, Beginning of Year


95,288



53,559



71,035Cash and Cash Equivalents, End of Year

$
32,696


$
95,288


$
53,559    70




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)Supplemental Disclosures of Cash Flow Information:Cash paid for income taxes

$
3,378


$
5,599


$
2,735Cash paid for interest

$
7,312


$
11,589


$
5,621Cash received for income tax refunds

$
852


$
976


$
148Supplemental 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
)

$
(96
)Supplemental Disclosures of Non-cash Financing Activities:Adjustment to increase the carrying amount of Series B
    Preferred Stock









$
(10,898
)Termination of Series B Preferred Stock conversion feature









$
13,984Acquisition of Manugistics Group, Inc.:Fair value of current assets acquired









$
(203,846
)Fair value of fixed assets acquired










(5,861
)Goodwill










(74,840
)Customer lists










(142,800
)Software technology










(26,300
)Trademarks










(3,000
)Net deferred tax assets acquired










(44,954
)Fair value of other non-current assets acquired










(4,747
)Total assets acquired










(506,348
)Fair value of deferred revenue assumed










41,108Fair value of other current liabilities assumed










28,374Fair value of convertible debt and capital lease obligations
    assumed










176,046Fair value of other non-current liabilities assumed










6,538Total acquisition cost of Manugistics Group, Inc.










(254,282
)Reserves for restructuring charges related to the acquisition










31,004Cash acquired










150,392Total cash expended to acquire Manugistics Group, Inc.









$
(72,886
)    71




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Three Years Ended December 31, 2008
    (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.
  Accounts Receivable. and/or
 72




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  97-2, Software Revenue Recognition and/or
    Property and Equipment and Long-Lived
    Assets.
  Business Combinations. Business Combinations Applicability of FASB Statement No. 2 to
    Business Combinations Accounted for by the Purchase Method, an
    Interpretation of SFAS No. 2
  Business Combinations
 73




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill. Goodwill and Other Intangible Assets Retail, Manufacturing and
    Distribution Services Industries
  Intangible Assets.
    Accounting for
    the Costs of Computer Software to be Sold, Leased, or Otherwise
    Marketed product-by-product
   74




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Retail Manufacturing and
    Distribution
  142-3, Determination of the Useful Life of Intangible
    Assets No. 142-3). No. 142-3 Goodwill and Other Intangible Assets No. 142-3 No. 142-3
  Revenue recognition. 97-2 (SOP 97-2), Software Revenue Recognition 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition, with respect to certain
    transactions Long-Term Construction-Type Contracts (ARB
    No. 45), 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts
    (SOP 81-1) 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.   75




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SOP 81-1. progress-to-completion
    progress-to-completion EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  and/or
  Software License Indemnification. Guarantors Accounting
    and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of the Indebtedness of Others
 76




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reimbursed Expenses. No. 01-14, Income Statement Characterization of Reimbursements Received
    for
    Out-of-Pocket
    Expenses Incurred.
  Product Development. Accounting for Costs of
    Computer Software to be Sold, Leased or Otherwise Marketed
  Restructuring Charges. Accounting for Costs
    Associated with Exit or Disposal Activities
  Derivative Instruments and Hedging
    Activities. Accounting for Derivative Instruments and
    Hedging Activities, marked-to-market
     77




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 06-7, Issuers Accounting for a Previously Bifurcated
    Conversion Option in a Convertible Debt Instrument When the
    Conversion Option No Longer Meets the Bifurcation Criteria in
    FASB Statement No. 133 No. 06-7).
  Disclosures About Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative Instruments
    and Hedging Activities Disclosures About Fair Value of
    Financial Instruments, concentration-of-credit-risk
  Fair Value Measurements. Fair Value Measurements FAS 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Stock-Based Compensation.
 78




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Income taxes. Accounting for Income Taxes
    Accounting for Uncertainty
    in Income Taxes  an interpretation of FASB Statement
    No. 109
     79




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings per Share. No. 03-06, Participating Securities and the Two-Class Method under
    FASB Statement No. 128, Earnings per Share
    2.
    Acquisitions  Terminated
    Acquisition of i2 Technologies, Inc.
       80




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Manugistics
    Group, Inc.
      Retail, Manufacturing and Distribution Services Industries
 81




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##### Table of Contents



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


PeriodFair value of current assets acquired

$
203,846Fair value of fixed assets acquired


5,861Goodwill


74,840Customer lists


142,800



8 years



8 yearsSoftware technology


26,300



8 to 10 years



9.7 yearsTrademarks


3,000



3 years



3 yearsNet deferred tax assets acquired


44,954Fair value of other non-current assets acquired


4,747Total assets acquired


506,348Fair value of deferred revenue assumed


(41,108
)Fair value of other current liabilities assumed


(28,374
)Fair value of convertible debt and capital lease obligations
    assumed


(176,046
)Fair value of other non-current liabilities assumed


(6,538
)Total liabilities assumed


(252,066
)Net assets acquired

$
254,282       Year EndedDecember 31, 2006Total revenues

$
360,949Net income

$
1,988Basic earnings per share

$
0.06Diluted earnings per share

$
0.06  82




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Accounts
    Receivable, Net    2008


2007Trade receivables

$
84,492


$
81,689Less allowance for doubtful accounts


(5,139
)


(7,030
)Total

$
79,353


$
74,659     2008


2007


2006Balance at beginning of period

$
7,030


$
9,596


$
2,262Reserves recorded in the Manugistics acquisition






(4,195
)


7,211Provision for doubtful accounts


750



2,890



1,440Deductions, net


(2,641
)


(1,261
)


(1,317
)Balance at end of period

$
5,139


$
7,030


$
9,596   4.
    Property
    and Equipment, Net    2008


2007Computers, internal use software, furniture & fixtures
    and automobiles

$
78,610


$
81,184Land and buildings


25,883



25,611Leasehold improvements


5,874



6,270110,367



113,065Less accumulated depreciation


(67,274
)


(68,207
)$
43,093


$
44,858      83




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Goodwill
    and Other Intangibles, Net    December 31, 2008


December 31, 2007Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationGoodwill

$
135,275


$



$
134,561


$
Other Amortized intangible assets:Customer Lists


183,383



(61,664
)


183,383



(39,039
)Acquired software technology


65,847



(41,687
)


65,847



(36,410
)Trademarks


5,191



(3,856
)


5,191



(2,178
)254,421



(107,207
)


254,421



(77,627
)$
389,696


$
(107,207
)

$
388,982


$
(77,627
)   Goodwill. Retail, Manufacturing and Distribution Services
    Industries Retail Manufacturing and Distribution Services Industries
    Year

Expected Amortization2009

$
27,5542010

$
26,2772011

$
25,9622012

$
25,5002013

$
24,810  84




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Accrued
    Expenses and Other Liabilities    2008


2007Accrued compensation and benefits

$
27,787


$
22,704Acquisition reserves (Note 7)


4,407



6,360Accrued costs on terminated acquisition of i2 Technologies
    (Note 2)


3,413



Accrued royalties


3,446



3,667Accrued interest


84



1,886Disputes and other customer liabilities


1,331



1,835Accrued hardware purchases for the hardware reseller business


997



1,145Customer deposits


1,508



1,051Restructuring charges (Note 8)


2,518



724Other accrued expenses and liabilities


6,599



9,187Total

$
52,090


$
48,559   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


2007


to Reserves


Charges


Rates


2008Restructuring charges under EITF
    95-3:Office closures, lease terminations and sublease costs

$
29,212


$
(3,381
)

$
(9,246
)

$
91


$
16,676


$
1,030


$
(3,863
)

$
(1,125
)

$
12,718Employee severance and termination benefits


3,607



(190
)


(2,297
)


95



1,215



(577
)


(168
)


12



482IT projects, contract termination penalties, capital lease
    buyouts and other costs to exit activities of Manugistics


1,450



249



(1,484
)






215



(27
)


(188
)






34,269



(3,322
)


(13,027
)


186



18,106



426



(4,219
)


(1,113
)


13,200 85




---



##### Table of Contents



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











Impact ofChanges in


Balance








Changes in


BalanceInitial


Adjustments to


Cash


Exchange


December 31,


Adjustments


Cash


Exchange


December 31,Description of charge

Reserve


Reserves


Charges


Rates


2007


to Reserves


Charges


Rates


2008Direct costs under SFAS No. 141:Legal and accounting costs


3,367



52



(3,368
)






51







(24
)






27Investment banker fees


4,555







(4,555
)






















Dealer manager, paying agent, depository and information agent
    fees


259







(259
)






















Due diligence fees and expenses


335







(335
)






















Filing fees, valuation services and other


242



(46
)


(196
)






















Change-in-control
    payments


4,367







(4,367
)






















13,125



6



(13,080
)






51







(24
)






27Total

$
47,394


$
(3,316
)

$
(26,107
)

$
186


$
18,157


$
426


$
(4,243
)

$
(1,113
)

$
13,227   No. 95-3 No. 95-3), Recognition of Liabilities in Connection with a Purchase
    Business Combination, and/or
  No. 95-3.
  8.
    Restructuring
    Charges  2008
    Restructuring Charges
  CoE)
 86




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##### Table of Contents



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


December 31,Description of charge

Initial Reserve


Cash Charges


in Exchange Rates


2008Termination benefits

$
7,891


$
(5,576
)

$
(164
)

$
2,151Office closures


119



(77
)


(6
)


36Total

$
8,010


$
(5,653
)

$
(170
)

$
2,187   2007
    Restructuring Charges
  JDA Enterprise Architecture
  Impact of








Impact ofChanges in


Balance





Changes in


BalanceInitial


Cash


Exchange


December 31,


Cash


Exchange


December 31,Description of charge

Reserve


Charges


Rates


2007


Charges


Rates


2008Termination benefits

$
5,908


$
(5,718
)

$
6


$
196


$
(57
)

$
(1
)

$
138Office closures


292



(253
)






39











39Total

$
6,200


$
(5,971
)

$
6


$
235


$
(57
)

$
(1
)

$
177   2006
    Restructuring Charges
   87




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##### Table of Contents



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











Impact ofChanges in


Balance








Changes in


BalanceInitial


Additional


Cash


Exchange


December 31,


Additional


Cash


Exchange


December 31,Description of charge

Reserve


Reserves


Charges


Rates


2007


Reserves


Charges


Rates


2008Termination benefits

$
4,807


$
239


$
(4,928
)

$
79


$
197


$
6


$
(153
)

$
(7
)

$
43Office closures


1,418



(151
)


(1,236
)


36



67



(15
)


(16
)


(16
)


20Total

$
6,225


$
88


$
(6,164
)

$
115


$
264


$
(9
)

$
(169
)

$
(23
)

$
63   9.
    Long-term
    Debt and Revolving Credit Facilities:    Term Loans.
    3-year
  Revolving Credit Facilities.
 88




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Deferred
    Revenue    2008


2007Software

$
977


$
672Maintenance


57,955



65,216Consulting


1,869



456Training and other


1,204



1,186$
62,005


$
67,530   11.
    Lease
    Commitments   89




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##### Table of Contents



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

$
13,3242010


12,2112011


11,7252012


6,7862013


1,497Thereafter


7,363Total future minimum lease payments

$
52,906     12.
    Legal
    Proceedings    13.
    Redeemable
    Preferred Stock       90




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 06-7, Issuers Accounting for a Previously Bifurcated
    Conversion Option in a Convertible Debt Instrument When the
    Conversion Option No Longer Meets the Bifurcation Criteria in
    FASB Statement No. 133 No. 06-7).
  14.
    Stockholders
    Equity  Treasury
    Stock Repurchases
      12-month
  2005
    Performance Incentive Plan
   91




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Performance Share Awards. 24-month
  24-month
  Restricted Stock Unit Awards.
 92




---



##### Table of Contents



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


Restricted Stock AwardsWeighted Average





Weighted AverageUnits


Fair Value


Shares


Fair ValueNon-vested Balance, January 1, 2006


62,913


$
12.32







Granted










77,214


$
15.10Vested


(31,918
)


12.30



(37,763
)


14.75Forfeited


(1,926
)


13.70



(311
)


14.90Non-vested Balance, December 31, 2006


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


$
18.14  93




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Option Plans
      Options OutstandingOptions available





Exercise pricefor grant


Shares


per shareBalance, January 1, 2006






4,506,548


$
6.44 to $37.25Plan shares expired


(111,821
)






Cancelled


111,821



(111,821
)

$
8.88 to $37.25Exercised






(237,643
)

$
6.44 to $16.80Balance, December 31, 2006






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 $27.50       Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (years)


Price


Exercisable


Price$6.44 to $9.00


394,053



0.61


$
8.55



394,053


$
8.55$10.00 to $14.88


1,067,751



2.82


$
12.07



1,067,751


$
12.07$15.15 to $21.17


884,782



3.10


$
19.13



884,782


$
19.13$25.33 to $27.50


28,000



3.40


$
26.98



28,000


$
26.982,374,586



2.57


$
14.29



2,374,586


$
14.29  94




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan.
      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


2,014,023


$
14.13



1996 Directors Plan


96,750


$
16.08



2005 Performance Incentive Plan


148,940


$




1,242,640Employee Stock Purchase Plan


1,500,000


$




1,500,0003,759,713


$
14.22



2,742,640Not approved by stockholders:1998 Option Plan


263,813


$
14.83



4,023,526


$
14.29



2,742,640   15.
    Employee
    Benefit Plans  time-to-time
  16.
    Income
    Taxes   95




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Current taxes:Federal and state

$
(4,099
)

$
(356
)

$
448Foreign


268



(3,548
)


(2,261
)Total current taxes


(3,831
)


(3,904
)


(1,813
)Deferred taxes


(503
)


(9,991
)


946Income tax (provision) benefit

$
(4,334
)

$
(13,895
)

$
(867
)       2008


2007


2006Income before income taxes

$
7,458


$
40,417


$
421Income tax (provision) benefit at federal statutory rate

$
(2,610
)

$
(14,146
)

$
(143
)Research and development credit


930



432



Meals, entertainment and other non-deductible expenses


(332
)


(322
)


(112
)State income taxes


(59
)


(983
)


(218
)Extra-territorial income exclusion










576Change in fair value of Series B preferred stock conversion
    feature










(1,050
)Foreign tax rate differential


804



796



(141
)Other, net


(120
)


161



188Changes in estimate and foreign statutory rates


(2,582
)


556



33Interest and penalties on uncertain tax positions


(365
)


(389
)


Income tax (provision) benefit

$
(4,334
)

$
(13,895
)

$
(867
)Effective tax rate


58.1
%


34.4
%


205.9
%  96




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  true-up
    2008


2007Current


Non-Current


Current


Non-CurrentDeferred tax asset:Accruals and reserves

$
3,381


$
4,116


$
6,347


$
Deferred revenue


712







1,095



Excess Space Reserve


110



3,643







4,348Net Operating Loss


9,420



58,964







74,051Foreign deferred and NOL


1,491







1,311



1,448Tax credit carryforwards


7,141



10,101







17,457R&D Expenses Capitalized


1,672



5,074







8,339AMT Credit carryforward






341







339Property and equipment






2,831







124Other














631Deferred tax asset


23,927



85,070



8,753



106,737Deferred tax liability:Goodwill and other intangibles






(35,307
)






(40,548
)Foreign deferred






(885
)






Deferred tax liability






(36,192
)






(40,548
)Valuation Allowance


(1,008
)


(4,063
)


(550
)


(4,160
)Total

$
22,919


$
44,815


$
8,203


$
62,029        97




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Unrecognized tax benefits, beginning of year

$
9,436


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


5,006



5,949Increase related to current year tax positions


539



Settlements


(3,260
)


Unrecognized tax benefits, end of year

$
11,721


$
9,436         Country

Open Tax Years Subject to ExaminationUnited States

2007, 2008United Kingdom

2005, 2006, 2007, 2008Australia

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

2004, 2005, 2006, 2007, 2008  98




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      17.
    Earnings
    per Share  No. 03-06, Participating Securities and the
    Two-Class Method
    under FASB Statement No. 128, Earnings per Share
 99




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006Net income (loss)

$
3,124


$
26,522


$
(446
)Adjustment to increase the carrying amount of the Series B
    Preferred Stock to its redemption value










(10,898
)Income (loss) applicable to common shareholders

$
3,124


$
26,522


$
(11,344
)Undistributed earnings (loss):Common Stock


2,796



23,664



(11,344
)Series B Preferred Stock


328



2,858



Total undistributed earnings (loss)

$
3,124


$
26,522


$
(11,344
)Weighted Average Shares:Common Stock


30,735



29,789



29,232Series B Preferred Stock


3,604



3,604



Shares  Basic earnings (loss) per share


34,339



33,393



29,232Dilutive common stock equivalents


846



1,347



Shares  Diluted earnings (loss) per share


35,185



34,740



29,232Basic earnings (loss) per share applicable to common
    shareholders:Common Stock

$
.09


$
.79


$
(.39
)Series B Preferred Stock

$
.09


$
.79Diluted earnings (loss) per share applicable to common
    shareholders:

$
.09


$
.76


$
(.39
)   18.
    Segment
    Information   100




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Revenues:Americas

$
269,269


$
247,907


$
188,775Europe


87,656



89,486



60,218Asia/Pacific


33,407



36,182



28,474Total revenues

$
390,332


$
373,575


$
277,467Identifiable assets:Americas

$
402,350


$
470,205


$
466,086Europe


86,780



108,390



117,863Asia/Pacific


35,646



43,630



40,795Total identifiable assets

$
524,776


$
622,225


$
624,744         
    Retail.  This reportable business segment
    includes all revenues related to applications sold to retail
    customers.
    Manufacturing and Distribution.  This
    reportable business segment includes all revenues related to
    applications 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 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. 101




---



##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2008


2007


2006Revenues:Retail

$
210,624


$
195,940


$
175,152Manufacturing and Distribution


159,323



161,117



96,755Services Industries


20,385



16,518



5,560$
390,332


$
373,575


$
277,467Operating income (loss)Retail

$
59,256


$
48,596


$
27,435Manufacturing and Distribution


61,759



62,154



31,948Services Industries


2,001



364



(1,504
)Other (see below)


(102,708
)


(62,337
)


(50,584
)$
20,308


$
48,777


$
7,295DepreciationRetail

$
4,479


$
4,280


$
4,927Manufacturing and Distribution


3,131



3,517



2,513Services Industries


699



360



134$
8,309


$
8,157


$
7,574Other:General and administrative

$
44,213


$
41,515


$
33,363Provision for doubtful accounts


750



2,890



1,440Amortization of intangible assets


24,303



15,852



9,556Restructuring charge and adjustments to acquisition-related
    reserves


8,382



6,208



6,225Costs of terminated acquisition of i2 Technologies


25,060







Gain on sale of office facility






(4,128
)


$
102,708


$
62,337


$
50,584   Retail Manufacturing and
    Distribution Services Industry
 102




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##### Table of Contents



JDA
    SOFTWARE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Quarterly
    Data (Unaudited)    Consolidated
    Statement of Income Data:
  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 and adjustments to acquisition-related
    reserves (see Note 8)


756



2,799



399



4,428



8,382Costs of terminated acquisition of i2 Technologies (see
    Note 2)














25,060



25,060Operating income (loss)


9,857



6,466



15,985



(12,000
)


20,308Finance costs on terminated acquisition of i2 Technologies
    (see Note 2)










637



4,655



5,292Net income (loss)


5,356



3,073



8,242



(13,547
)


3,124Basic earnings per share

$
.16


$
.09


$
.24


$
(.44
)

$
.09Diluted earnings per share

$
.15


$
.09


$
.23


$
(.44
)

$
.09   2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


TotalRevenues

$
90,717


$
90,750


$
93,645


$
98,463


$
373,575Gross profit


53,592



53,797



56,358



61,694



225,441Amortization of intangibles


3,963



3,963



3,963



3,963



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


4,044



2,232







(68
)


6,208Gain on sale of office facility


(4,128
)














(4,128
)Operating income


10,542



9,945



15,171



13,119



48,777Net income


5,416



4,823



8,308



7,975



26,522Basic earnings per share

$
.16


$
.15


$
.25


$
.24


$
.79Diluted earnings per share

$
.16


$
.14


$
.24


$
.22


$
.76  103




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##### Table of Contents



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

Title/s/  James
    D. ArmstrongJames
    D. Armstrong

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

President and Chief Executive Officer (Principal Executive Officer)/s/  Kristen
    L. MagnusonKristen
    L. Magnuson

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)/s/  Orlando
    BravoOrlando
    Bravo

Director/s/  J.
    Michael GullardJ.
    Michael Gullard

Director/s/  Douglas
    G. MarlinDouglas
    G. Marlin

Director/s/  Jock
    PattonJock
    Patton

Director  104




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##### Table of Contents



EXHIBIT INDEX
  Exhibit #



Description of Document2
.1555



Agreement and Plan of Merger by and between JDA Software Group,
    Inc., Stanley Acquisition Corp. and Manugistics Group, Inc.
    dated April 24, 2006.2
.2555



Voting Agreement by and among JDA Software Group, Inc.,
    Manugistics Group, Inc. and other parties signatory thereto
    dated as of April 24, 2006.2
.3uuu



Agreement and Plan of Merger by and between JDA Software Group,
    Inc., Iceberg Acquisition Corp and i2 Technologies, Inc.
    dated August 10, 2008.3
.1****



Third Restated Certificate of Incorporation of the Company
    together with Certificate of Amendment dated July 23, 2002.3
.2**



First Amended and Restated Bylaws of JDA Software Group, Inc.3
.35555



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, 2006.3
.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 5,2006.4
.1*



Specimen Common Stock Certificate of JDA Software Group, Inc.10
.1*(1)



Form of Indemnification Agreement.10
.2uu(1)



1996 Stock Option Plan, as amended on March 28, 2003.10
.3*(1)



1996 Outside Directors Stock Option Plan and forms of agreement
    thereunder.10
.4uu(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, 2003.10
.5uu(1)



Executive Employment Agreement between Hamish N. Brewer and JDA
    Software Group, Inc. dated January 22, 2003, together with
    Amendment No. 1 effective August 1, 2003.10
.6****(1)



Executive Employment Agreement between Kristen L. Magnuson and
    JDA Software Group, Inc. dated July 23, 2002.10
.7uu(1)



1998 Nonstatutory Stock Option Plan, as amended on March 28,
    2003.10
.8#



2008 Employee Stock Purchase Plan.10
.95555



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.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.10
.10uu(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, 2003.10
.11uu(1)



JDA Software, Inc. 401(k) Profit Sharing Plan, adopted as
    amended effective January 1, 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, 1998.10
.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).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. 105




---



##### Table of Contents



Exhibit #



Description of Document10
.15u(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.10
.16u(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.10
.17u(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.10
.18u(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.10
.19(1)



Executive Employment Agreement between Christopher Koziol and
    JDA Software Group, Inc. dated June 13, 2005.10
.205(1)



Restricted Stock Units Agreement between Christopher Koziol and
    JDA Software Group, Inc. dated November 3, 2005.10
.215(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.10
.2255(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.10
.2355(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.10
.2455(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.10
.2555(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.10
.26555



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, 2006.10
.27555



Registration Rights Agreement Between JDA Software Group, Inc.
    and Funds Affiliated With Thoma Cressey Equity Partners Inc.
    dated as of April 23, 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, 2008.10
.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, 2008.14
.1u



Code of Business Conduct and Ethics.21
.1



Subsidiaries of Registrant.23
.1



Consent of Independent Registered Public Accounting Firm.31
.1



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



Rule 13a-14(a) Certification of Chief Financial Officer.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.     *


Incorporated by reference to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-748),
    declared effective on March 14, 1996.**


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended June 30, 1998, as filed on
    August 14, 1998.***


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended June 30, 2007, as filed on
    August 9, 2007. 106




---



##### Table of Contents



****


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2002, as filed
    on November 12, 2002.


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated October 2, 1998, as filed on October 28, 1998.


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended September 30, 1998, as filed
    on November 13, 1998.


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated May 16, 2005, as filed on June 20, 2005.


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2006, as filed
    on November 9, 2006.u


Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999, as filed on
    March 16, 2000.uu


Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed on
    March 12, 2004.uuu


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated August 10, 2008, as filed on August 11, 2008.5


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated October 28, 2005, as filed on November 3, 2005.55


Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, as filed on
    March 16, 2006.555


Incorporated by reference to the Companys Current Report
    on
    Form 8-K/A
    (Amendment No. 1) dated April 24, 2006, as filed
    on April 27, 2006.5555


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated July 5, 2006, as filed on July 7, 2006.#


Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended June 30, 2008, as filed on
    August 11, 2008.##


Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    dated September 29, 2008, as filed on September 30,
    2008.(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  107