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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-23999
 Manhattan Associates, Inc.
  Georgia
    
    58-2373424(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 2300 Windy Ridge Parkway, Suite 1000Atlanta, Georgia
    
    30339(Address of principal executive offices)
    
    (Zip Code)
 (770) 955-7070
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 par value per share
    
    The Nasdaq Stock Market LLC
  None
 o þ
 o þ
 Note
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



MANHATTAN ASSOCIATES, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2010
Table of Contents
 Item Number
    
    
    
    Page NumberPART I1
    
    Business
    
    
    21A
    
    Risk Factors
    
    
    141B
    
    Unresolved Staff Comments
    
    
    222
    
    Properties
    
    
    223
    
    Legal Proceedings
    
    
    22PART II5
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
    
    
    236
    
    Selected Financial Data
    
    
    247
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    257A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    408
    
    Financial Statements and Supplementary Data
    
    
    419
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    709A
    
    Controls and Procedures
    
    
    709B
    
    Other Information
    
    
    70PART III10
    
    Directors, Executive Officers and Corporate Governance
    
    
    7011
    
    Executive Compensation
    
    
    7012
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    7113
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    7114
    
    Principal Accountant Fees and Services
    
    
    71PART IV15
    
    Exhibits, Financial Statement Schedules
    
    
    71Signatures
    
    
    73Exhibit Index
    
    
    74Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   1




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##### Table of Contents



Forward-Looking Statements
 Risk
Factors www.manh.com
 
 PART I
 
 Item 1.
    
    Business
 Overview
  
    
    Mastering channel proliferation by being able to forecast and manage inventory, sales
and returns through multiple channels (stores, web sites, catalogs, call centers)
independently, yet execute customer interactions as a united entity to deliver consistent
brand experiences, optimize revenue, and mitigate unnecessary and duplicative costs.
    
    Coordinating workflows and communication with other participants in a supply chain
ecosystem, including suppliers, customers and transportation providers;
    
    Increasing visibility across the supply network to improve sales and customer order fill
rates while reducing network inventory;
    
    Balancing transportation and inventory costs with desired service levels by channel;
    
    Increasing productivity and asset utilization in distribution centers, transportation
networks and delivery channels, including retail stores, to capture more customer revenue
and improve return on supply chain investments, including storage, labor, inventory and
transportation investments;
    
    Improving compliance with customer requirements, including radio frequency
identification (RFID) and electronic product code (EPC) requirements; and
    
    Accelerating eco-friendliness through green initiatives such as reducing carbon
footprints and greenhouse gas emissions and improving reuse and recycling.
   2




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TM TM
 ®
 
   3




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Industry Background
    Manhattan Associates Software Solution Portfolios
 ® TM ®
  Manhattan SCOPE ®
   4




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Supply Chain Platform Applications
   5




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Supply Chain Solution Suites
  Planning and Forecasting TM
 Inventory Optimization
 Order Lifecycle Management
 Transportation Lifecycle Management
 Distribution Management
 X-Suite Solutions
 Flow
Management Extended Enterprise Management
 Flow Management
 Extended Enterprise Management
  6




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Supply Chain Process Platform
  TM individually collectively
 
 Manhattan SCALE TM
 ®.
  7




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Professional Services
   8




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Customer Support Services and Software Enhancements
  Training
  Hardware Sales
   9




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Strategy
  Develop and Enhance Software Solutions.
 Expand International Presence.
 Expand Our Strategic Alliances and Indirect Sales Channels.
 Acquire or Invest in Complementary Businesses.
 Sales and Marketing
    10




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Customers
  
 
 
    11




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Product Development
     Competition
   12




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
    
    Corporate information technology departments of current or potential
customers capable of internally developing solutions;
    
    Enterprise Resource Planning (ERP) vendors, including Oracle, SAP, and
Infor, among others;
    
    Supply chain execution vendors, including RedPrairie Holding, Inc.,
HighJump Software Inc., and CDC Software Corporation, among others;
    
    Supply chain planning vendors, including JDA Software Group, Inc., and
SAS Institute Inc., among others; and
    
    Smaller independent companies that have developed or are attempting to
develop supply chain execution solutions and/or supply chain planning solutions that
apply in specific countries and/or globally.
   International Operations: Segments
  Proprietary Rights
   13




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Employees
  Available Information
 www.sec.gov
 www.manh.com
  
 Item 1A.
    
    Risk Factors
  Our performance can be negatively impacted by global macroeconomic or other external
influences which could have a material adverse effect on our business, results of operations, cash
flow and financial condition
  14




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Disruptions in the financial and credit markets and economic downturns may adversely affect
our business, results of operations, cash flow and financial condition.
  We may not be able to continue to successfully compete with other companies
 
    
    the corporate information technology departments of current or potential
customers capable of internally developing solutions;
    
    Enterprise Resource Planning (ERP) vendors, including Oracle, SAP, and
Infor, among others;
    
    supply chain execution vendors, including RedPrairie Holding, Inc.,
HighJump Software Inc., and CDC Software Corporation, among others;
    
    supply chain planning vendors, including JDA Software Group, Inc., and
SAS Institute Inc., among others; and
    
    smaller independent companies that have developed or are attempting to
develop supply chain execution solutions and/or supply chain planning solutions that
competes with our Supply Chain Solutions.
    15




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Our operating results are substantially dependent on one line of business
 Our operating results are difficult to predict and could cause our stock price to fall
   Our future revenue is dependent upon continuing license sales which in turn drives sales of
post-contract support and professional services.
  We encounter long sales cycles, particularly with our larger customers, which could have an
adverse effect on the amount, timing and predictability of our revenue, adversely affecting our
business, results of operations, cash flow and financial condition.
  16




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Delays in implementations of our products could adversely impact us
 Our pricing models may need to be modified due to price competition.
 Our ability to license our software is highly dependent on the quality of our services
offerings, and our failure to offer high quality services could adversely affect our software
licensing revenue and results of operations.
 Our failure to manage the growth of our operations may adversely affect our business, results
of operations, cash flow and financial condition
 Our international operations have many associated risks
   17




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Our operating results may include foreign currency gains and losses.
 Fluctuations in our hardware sales may adversely affect us.
 Our technology must be advanced if we are to remain competitive
 Our research and development activities may not generate significant returns.
 Our liability to clients may be substantial if our systems fail
 We incorporate third-party software in our solutions, the failure or unavailability of which
could adversely affect our ability to sell, support and service our products.
  18




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The use of open source software in our products may expose us to additional risks and harm our
intellectual property.
  If we are unable to develop software applications that interoperate with computing platforms
developed by others, our business, results of operations, cash flow and financial condition may be
adversely affected.
  Our software may contain undetected errors or bugs, resulting in harm to our reputation and
operating results
 Our business may require additional capital
  19




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Our inability to attract, integrate and retain management and other personnel may adversely
affect us.
  Our growth is dependent upon the successful development of our direct and indirect sales
channel mix
  Our employee retention and hiring may be hindered by immigration restrictions.
 Our failure to adequately protect our proprietary rights may adversely affect us
  20




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Our liability for intellectual property claims can be costly and result in the loss of
significant rights
 Mergers or other strategic transactions involving our competitors could weaken our competitive
position or reduce our revenue.
 Our business, results of operations, cash flow and financial condition may be adversely
affected if we cannot integrate acquired companies or manage joint ventures.
    Our stock price has been highly volatile
  21




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Our articles of incorporation and bylaws and Georgia law may inhibit a takeover of our
company
 
 Item 1B.
    
    Unresolved Staff Comments
  
 Item 2.
    
    Properties
  
 Item 3.
    
    Legal Proceedings
    22




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
 Market for Common Stock
  Fiscal Period
    
    High Price
    
    
    Low Price2010First Quarter
    
    $
    27.46
    
    
    $
    20.97Second Quarter
    
    
    30.92
    
    
    
    25.59Third Quarter
    
    
    29.72
    
    
    
    25.23Fourth Quarter
    
    
    31.99
    
    
    
    28.562009First Quarter
    
    $
    17.32
    
    
    $
    13.98Second Quarter
    
    
    19.18
    
    
    
    14.21Third Quarter
    
    
    20.42
    
    
    
    15.42Fourth Quarter
    
    
    24.88
    
    
    
    19.83
   Equity Compensation Plan Information
  Number of securities to
    
    
    Weighted-average
    
    
    Number of securitiesbe issued upon exercise
    
    
    exercise price of
    
    
    remaining available forof outstanding options
    
    
    outstanding options
    
    
    future issuance underPlan Category
    
    and rights
    
    
    and rights
    
    
    equity compensation plansEquity compensation plans approved by security holders
    
    
    4,504,408
    
    
    $
    21.39
    
    
    
    1,594,226Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,504,408
    
    
    $
    21.39
    
    
    
    1,594,226
   23




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Purchase of Equity Securities
  Total Number of
    
    
    Maximum Number (orShares Purchased as
    
    
    Approximate Dollar Value)Total Number
    
    
    Average Price
    
    
    Part of Publicly
    
    
    of Shares that May Yet Beof Shares
    
    
    Paid per
    
    
    Announced Plans or
    
    
    Purchased Under the PlansPeriod
    
    Purchased(a)
    
    
    Share(b)
    
    
    Programs
    
    
    or ProgramsOctober 1  October 31, 2010
    
    
    92,182
    
    
    $
    30.22
    
    
    
    89,071
    
    
    $
    22,305,089November 1  November 30, 2010
    
    
    494,215
    
    
    
    30.89
    
    
    
    494,150
    
    
    
    7,038,567December 1  December 31, 2010
    
    
    97,513
    
    
    
    31.66
    
    
    
    96,701
    
    
    
    3,977,024Total
    
    
    683,910
    
    
    $
    30.91
    
    
    
    679,922
    
    
    $
    3,977,024
 (a)
    
    Includes 3,111 shares, 65 shares and 812 shares withheld for taxes due upon vesting
of restricted stock during October, November and December, respectively.(b)
    
    The average price paid per share for shares withheld for taxes due upon vesting
of restricted stock was $29.13, $30.81 and $31.64 in October, November and December,
respectively.
  
 Item 6.
    
    Selected Financial Data
  Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010(in thousands, except per share data)Statement of Income Data:Software license
    
    $
    66,543
    
    
    $
    73,031
    
    
    $
    65,313
    
    
    $
    34,686
    
    
    $
    54,450Total revenue
    
    $
    288,868
    
    
    $
    337,401
    
    
    $
    337,201
    
    
    $
    246,667
    
    
    $
    297,117Operating income
    
    $
    30,755
    
    
    $
    43,058
    
    
    $
    25,963
    
    
    $
    21,142
    
    
    $
    41,927Net income
    
    $
    19,331
    
    
    $
    30,751
    
    
    $
    22,798
    
    
    $
    16,562
    
    
    $
    28,061Earnings per diluted share
    
    $
    0.69
    
    
    $
    1.13
    
    
    $
    0.94
    
    
    $
    0.73
    
    
    $
    1.25
 December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010(in thousands)Balance Sheet Data:Cash, cash equivalents and investments
    
    $
    131,057
    
    
    $
    72,772
    
    
    $
    88,706
    
    
    $
    123,014
    
    
    $
    126,869Total assets
    
    $
    314,893
    
    
    $
    271,660
    
    
    $
    270,221
    
    
    $
    264,711
    
    
    $
    280,464Shareholders equity
    
    $
    237,140
    
    
    $
    185,705
    
    
    $
    179,839
    
    
    $
    183,365
    
    
    $
    183,800
  24




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 All statements, trend analyses and other information contained in the following
discussion relative to markets for our products and trends in revenue, gross margins and
anticipated expense levels, as well as other statements including words such as anticipate,
believe, plan, estimate, expect, and intend and other similar expressions constitute
forward-looking statements. These forward-looking statements are subject to business and economic
risks and uncertainties, including those discussed under the caption Risk Factors in Item 1A of
this Form 10-K , and our actual results of operations may differ materially from those contained in
the forward-looking statements.
 Business Overview
 ® TM ®
   
    
    license revenue generated from the sales of our supply chain software;
    
    professional services derived from implementing our solutions along with
customer support services and software enhancements (services); and
    
    hardware sales and other revenue.
   Global Economic Trends and Industry Factors
    25




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1 2 1 4
    Revenue
 License revenue:
  Services revenue:
  26




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Hardware and other revenue:
   27




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Product Development
 
   Cash Flow and Financial Condition
   Application of Critical Accounting Policies and Estimates
   Revenue Recognition
   28




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Allowance for Doubtful Accounts
   29




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Valuation of Goodwill
   Accounting for Income Taxes
   Stock-Based Compensation
     30




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Accounting Charges
 Restructuring charge.
  Asset Impairment Charges.
  Full Year 2010 Financial Summary
 
    
    Total revenue for the year ended December 31, 2010 was $297.1 million, an increase of
20%, compared to $246.7 million for 2009. License revenue increased 57% to $54.5 million
from $34.7 million in 2009 and services revenue increased 13% to $213.8 million;
    
    Operating income was $41.9 million for full year 2010, which includes $1.2 million of
recoveries of previously expensed sales tax associated with expiring sales tax audit
statutes, compared to $21.1 million for the twelve months ended December 31, 2009, which
includes restructuring charges of $3.9 million associated with the workforce reduction
executed in the second quarter of 2009.
    
    Operating margins for 2010 were 14.1%, up 550 basis points compared to operating
margins of 8.6% in 2009;
    
    Diluted earnings per share were $1.25 compared to $0.73 in 2009;
    
    Cash flow from operations totaled $50.0 million compared to $58.3 million in 2009;
    
    Cash and investments on hand at December 31, 2010 was $126.9 million compared to
$123.0 million at December 31, 2009;
    
    The Company repurchased approximately 2.7 million shares of common stock during the
year totaling $76.5 million at an average price of $28.15 under its publicly-announced
buy-back program; and
    
    In January 2011, the Board of Directors approved raising the Companys remaining
share repurchase authority from $4.0 million to $50.0 million of Manhattan Associates
outstanding common stock.
  31




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Results of Operations
  Year Ended December 31,% Change vs. Prior Year2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009(in thousands)Revenue:Software license
    
    $
    54,450
    
    
    $
    34,686
    
    
    $
    65,313
    
    
    
    57
    %
    
    
    -47
    %Services
    
    
    213,750
    
    
    
    189,850
    
    
    
    235,967
    
    
    
    13
    %
    
    
    -20
    %Hardware and other
    
    
    28,917
    
    
    
    22,131
    
    
    
    35,921
    
    
    
    31
    %
    
    
    -38
    %Total revenue
    
    
    297,117
    
    
    
    246,667
    
    
    
    337,201
    
    
    
    20
    %
    
    
    -27
    %Costs and expenses:Cost of license
    
    
    6,172
    
    
    
    4,726
    
    
    
    5,961
    
    
    
    31
    %
    
    
    -21
    %Cost of services
    
    
    98,776
    
    
    
    84,349
    
    
    
    116,707
    
    
    
    17
    %
    
    
    -28
    %Cost of hardware and other
    
    
    23,844
    
    
    
    18,386
    
    
    
    29,270
    
    
    
    30
    %
    
    
    -37
    %Research and development
    
    
    40,508
    
    
    
    36,681
    
    
    
    48,407
    
    
    
    10
    %
    
    
    -24
    %Sales and marketing
    
    
    42,702
    
    
    
    36,137
    
    
    
    51,177
    
    
    
    18
    %
    
    
    -29
    %General and administrative
    
    
    34,027
    
    
    
    29,946
    
    
    
    37,145
    
    
    
    14
    %
    
    
    -19
    %Depreciation and amortization
    
    
    9,161
    
    
    
    11,418
    
    
    
    12,699
    
    
    
    -20
    %
    
    
    -10
    %Restructuring charge (1)
    
    
    
    
    
    
    3,882
    
    
    
    4,667
    
    
    
    -100
    %
    
    
    -17
    %Asset impairment charges (2)
    
    
    
    
    
    
    
    
    
    
    5,205
    
    
    
    
    
    
    
    -100
    %Total costs and expenses
    
    
    255,190
    
    
    
    225,525
    
    
    
    311,238
    
    
    
    13
    %
    
    
    -28
    %Income from operations
    
    $
    41,927
    
    
    $
    21,142
    
    
    $
    25,963
    
    
    
    98
    %
    
    
    -19
    %Operating margin
    
    
    14.1
    %
    
    
    8.6
    %
    
    
    7.7
    %
 (1)
    
    The restructuring charge of $3.9 million and $4.7
million in 2009 and 2008, respectively, mainly
represents employee severance and outplacement services
resulting from the workforce reduction initiatives
executed in the respective year.(2)
    
    The impairment charge for 2008 includes a $1.7
million charge for writing down the remaining balance
of a $2.0 million investment in a RFID technology
company we made in July 2003. We recorded the
additional impairment due to a down round of financing
(i.e., a round of financing that was dilutive to our
investment) in which our preferred share ownership was
converted into common stock, eliminating our preference
rights associated with liquidation, thereby
substantially impairing our ability to recoup our
investment. In addition, we recorded an impairment
charge of $3.5 million on an investment in an auction
rate security. We reduced the carrying value to zero
due to credit downgrades of the underlying issuer and
the bond insurer as well as increasing publicly
reported exposure to bankruptcy risk by the issuer.
  32




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Year Ended December 31,% Change vs. Prior Year2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009(in thousands)Revenue:Software licenseAmericas
    
    $
    44,254
    
    
    $
    29,629
    
    
    $
    51,392
    
    
    
    49
    %
    
    
    -42
    %EMEA
    
    
    4,972
    
    
    
    2,617
    
    
    
    8,885
    
    
    
    90
    %
    
    
    -71
    %APAC
    
    
    5,224
    
    
    
    2,440
    
    
    
    5,036
    
    
    
    114
    %
    
    
    -52
    %Total license
    
    $
    54,450
    
    
    $
    34,686
    
    
    $
    65,313
    
    
    
    57
    %
    
    
    -47
    %ServicesAmericas
    
    $
    176,912
    
    
    $
    155,768
    
    
    $
    192,483
    
    
    
    14
    %
    
    
    -19
    %EMEA
    
    
    26,269
    
    
    
    24,637
    
    
    
    32,163
    
    
    
    7
    %
    
    
    -23
    %APAC
    
    
    10,569
    
    
    
    9,445
    
    
    
    11,321
    
    
    
    12
    %
    
    
    -17
    %Total services
    
    $
    213,750
    
    
    $
    189,850
    
    
    $
    235,967
    
    
    
    13
    %
    
    
    -20
    %Hardware and OtherAmericas
    
    $
    27,784
    
    
    $
    21,161
    
    
    $
    33,371
    
    
    
    31
    %
    
    
    -37
    %EMEA
    
    
    925
    
    
    
    771
    
    
    
    1,750
    
    
    
    20
    %
    
    
    -56
    %APAC
    
    
    208
    
    
    
    199
    
    
    
    800
    
    
    
    5
    %
    
    
    -75
    %Total hardware and other
    
    $
    28,917
    
    
    $
    22,131
    
    
    $
    35,921
    
    
    
    31
    %
    
    
    -38
    %Total RevenueAmericas
    
    $
    248,950
    
    
    $
    206,558
    
    
    $
    277,246
    
    
    
    21
    %
    
    
    -25
    %EMEA
    
    
    32,166
    
    
    
    28,025
    
    
    
    42,798
    
    
    
    15
    %
    
    
    -35
    %APAC
    
    
    16,001
    
    
    
    12,084
    
    
    
    17,157
    
    
    
    32
    %
    
    
    -30
    %Total revenue
    
    $
    297,117
    
    
    $
    246,667
    
    
    $
    337,201
    
    
    
    20
    %
    
    
    -27
    %Operating income (Loss):Americas
    
    $
    35,868
    
    
    $
    21,448
    
    
    $
    18,849
    
    
    
    67
    %
    
    
    14
    %EMEA
    
    
    3,685
    
    
    
    1,093
    
    
    
    6,640
    
    
    
    237
    %
    
    
    -84
    %APAC
    
    
    2,374
    
    
    
    (1,399
    )
    
    
    474
    
    
    
    270
    %
    
    
    -395
    %Total operating income
    
    $
    41,927
    
    
    $
    21,142
    
    
    $
    25,963
    
    
    
    98
    %
    
    
    -19
    %
  Revenue
  Year Ended December, 31% Change vs. Prior Year
    
    
    % of Total Revenue2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2008(in thousands)Software license
    
    $
    54,450
    
    
    $
    34,686
    
    
    $
    65,313
    
    
    
    57
    %
    
    
    -47
    %
    
    
    18
    %
    
    
    14
    %
    
    
    19
    %Services
    
    
    213,750
    
    
    
    189,850
    
    
    
    235,967
    
    
    
    13
    %
    
    
    -20
    %
    
    
    72
    %
    
    
    77
    %
    
    
    70
    %Hardware and other
    
    
    28,917
    
    
    
    22,131
    
    
    
    35,921
    
    
    
    31
    %
    
    
    -38
    %
    
    
    10
    %
    
    
    9
    %
    
    
    11
    %Total revenue
    
    $
    297,117
    
    
    $
    246,667
    
    
    $
    337,201
    
    
    
    20
    %
    
    
    -27
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  33




---



##### Table of Contents



License revenue
 Year 2010 compared with year 2009
   Year 2009 compared with year 2008
   Services revenue
 Year 2010 compared with year 2009
  Year 2009 compared with year 2008
   Hardware and other
   34




---



##### Table of Contents



Cost of Revenue
 Year Ended December 31,% Change vs. Prior Year2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009(in thousands)Cost of license
    
    $
    6,172
    
    
    $
    4,726
    
    
    $
    5,961
    
    
    
    31
    %
    
    
    -21
    %Cost of services
    
    
    98,776
    
    
    
    84,349
    
    
    
    116,707
    
    
    
    17
    %
    
    
    -28
    %Cost of hardware and other
    
    
    23,844
    
    
    
    18,386
    
    
    
    29,270
    
    
    
    30
    %
    
    
    -37
    %Total cost of revenue
    
    $
    128,792
    
    
    $
    107,461
    
    
    $
    151,938
    
    
    
    20
    %
    
    
    -29
    %
 Cost of License
  Cost of Services
 Year 2010 compared with year 2009
   Year 2009 compared with year 2008
   Cost of Hardware and other
   35




---



##### Table of Contents



Operating Expenses
 Year Ended December 31,% Change vs. Prior Year2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009(in thousands)Research and development
    
    $
    40,508
    
    
    $
    36,681
    
    
    $
    48,407
    
    
    
    10
    %
    
    
    -24
    %Sales and marketing
    
    
    42,702
    
    
    
    36,137
    
    
    
    51,177
    
    
    
    18
    %
    
    
    -29
    %General and administrative
    
    
    34,027
    
    
    
    29,946
    
    
    
    37,145
    
    
    
    14
    %
    
    
    -19
    %Depreciation and
amortization
    
    
    9,161
    
    
    
    11,418
    
    
    
    12,699
    
    
    
    -20
    %
    
    
    -10
    %Restructuring charge
    
    
    
    
    
    
    3,882
    
    
    
    4,667
    
    
    
    -100
    %
    
    
    -17
    %Asset impairment charges
    
    
    
    
    
    
    
    
    
    
    5,205
    
    
    
    
    
    
    
    -100
    %Operating expenses
    
    $
    126,398
    
    
    $
    118,064
    
    
    $
    159,300
    
    
    
    7
    %
    
    
    -26
    %
 Research and Development
 S C O P E
  Year 2010 compared with year 2009
  Year 2009 compared with year 2008
  Sales and Marketing
 Year 2010 compared with year 2009
   36




---



##### Table of Contents



Year 2009 compared with year 2008
  General and Administrative
 Year 2010 compared with year 2009
  Year 2009 compared with year 2008
  Depreciation and Amortization
  Restructuring charge
   Asset impairment charges
   37




---



##### Table of Contents



Operating Income
   Other (Loss) Income and Income Taxes
 Year Ended December 31,% Change vs. Prior Year2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009Other (loss)
income, net
    
    $
    (143
    )
    
    $
    (756
    )
    
    $
    5,545
    
    
    
    -81
    %
    
    
    -114
    %Income tax provision
    
    
    13,723
    
    
    
    3,824
    
    
    
    8,710
    
    
    
    259
    %
    
    
    -56
    %
 Other (Loss) Income, net
  Income Tax Provision
   38




---



##### Table of Contents



Liquidity and Capital Resources
      New Accounting Pronouncements
    39




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
  Lease Commitments
   Total
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    ThereafterNon-cancelable
operating leases
    
    $
    40,363
    
    
    $
    6,333
    
    
    $
    5,542
    
    
    $
    5,198
    
    
    $
    5,011
    
    
    $
    4,799
    
    
    $
    13,480
 Indemnifications
  Warranties
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Foreign Business
   40




---



##### Table of Contents



Interest Rates
   
 Item 8.
    
    Financial Statements and Supplementary Data
 Financial Statements
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    
    PageManagements Annual Report on Internal Control over Financial Reporting
    
    
    42Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
    
    
    43Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
    
    
    44Consolidated Statements of Operations
    
    
    45Consolidated Balance Sheets
    
    
    46Consolidated Statements of Cash Flows
    
    
    47Consolidated Statements of Shareholders Equity
    
    
    48Consolidated Statements of Comprehensive Income
    
    
    49Notes to Consolidated Financial Statements
    
    
    50
  41




---



##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      /s/ Peter F. Sinisgalli

Peter F. SinisgalliPresident and Chief Executive OfficerFebruary 23, 2011/s/ Dennis B. Story

Dennis B. StoryExecutive Vice President,Chief Financial Officer and TreasurerFebruary 23, 2011
  42




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 The Board of Directors and Shareholders
Manhattan Associates, Inc. and Subsidiaries
     .
  /s/ Ernst & Young LLP
 
  43




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON THE CONSOLIDATED FINANCIAL STATEMENTS
 The Board of Directors and Shareholders
Manhattan Associates, Inc. and Subsidiaries
     /s/ Ernst & Young LLP
 
  44




---



##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenue:Software license
    
    $
    54,450
    
    
    $
    34,686
    
    
    $
    65,313Services
    
    
    213,750
    
    
    
    189,850
    
    
    
    235,967Hardware and other
    
    
    28,917
    
    
    
    22,131
    
    
    
    35,921Total revenue
    
    
    297,117
    
    
    
    246,667
    
    
    
    337,201Costs and expenses:Cost of license
    
    
    6,172
    
    
    
    4,726
    
    
    
    5,961Cost of services
    
    
    98,776
    
    
    
    84,349
    
    
    
    116,707Cost of hardware and other
    
    
    23,844
    
    
    
    18,386
    
    
    
    29,270Research and development
    
    
    40,508
    
    
    
    36,681
    
    
    
    48,407Sales and marketing
    
    
    42,702
    
    
    
    36,137
    
    
    
    51,177General and administrative
    
    
    34,027
    
    
    
    29,946
    
    
    
    37,145Depreciation and
amortization
    
    
    9,161
    
    
    
    11,418
    
    
    
    12,699Restructuring charge
    
    
    
    
    
    
    3,882
    
    
    
    4,667Asset impairment charges
    
    
    
    
    
    
    
    
    
    
    5,205Total costs and expenses
    
    
    255,190
    
    
    
    225,525
    
    
    
    311,238Operating income
    
    
    41,927
    
    
    
    21,142
    
    
    
    25,963Interest income, net
    
    
    636
    
    
    
    368
    
    
    
    1,823Other (loss) income, net
    
    
    (779
    )
    
    
    (1,124
    )
    
    
    3,722Income before income taxes
    
    
    41,784
    
    
    
    20,386
    
    
    
    31,508Income tax provision
    
    
    13,723
    
    
    
    3,824
    
    
    
    8,710Net income
    
    $
    28,061
    
    
    $
    16,562
    
    
    $
    22,798Basic earnings per share
    
    $
    1.31
    
    
    $
    0.74
    
    
    $
    0.95Diluted earnings per share
    
    $
    1.25
    
    
    $
    0.73
    
    
    $
    0.94Weighted average number of shares:Basic
    
    
    21,497
    
    
    
    22,385
    
    
    
    24,053Diluted
    
    
    22,450
    
    
    
    22,558
    
    
    
    24,328
 The accompanying notes are an integral part of these Consolidated Statements of Operations.
  45




---



##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share data)
 December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    120,744
    
    
    $
    120,217Short term investments
    
    
    4,414
    
    
    
    Accounts receivable, net of allowance of $5,711 and $4,943 in 2010 and 2009,
respectively
    
    
    47,419
    
    
    
    37,945Deferred income taxes
    
    
    7,214
    
    
    
    5,745Income taxes receivable
    
    
    2,446
    
    
    
    Prepaid expenses
    
    
    5,520
    
    
    
    4,240Other current assets
    
    
    1,223
    
    
    
    607Total current assets
    
    
    188,980
    
    
    
    168,754Property and equipment, net
    
    
    14,833
    
    
    
    15,759Long-term investments
    
    
    1,711
    
    
    
    2,797Goodwill, net
    
    
    62,265
    
    
    
    62,280Acquisition-related intangible assets, net
    
    
    1,186
    
    
    
    3,473Deferred income taxes
    
    
    8,816
    
    
    
    9,826Other assets
    
    
    2,673
    
    
    
    1,822Total assets
    
    $
    280,464
    
    
    $
    264,711LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    7,745
    
    
    $
    4,434Accrued compensation and benefits
    
    
    19,807
    
    
    
    12,855Accrued and other liabilities
    
    
    13,856
    
    
    
    15,430Deferred revenue
    
    
    44,974
    
    
    
    37,436Income taxes payable
    
    
    
    
    
    
    796Total current liabilities
    
    
    86,382
    
    
    
    70,951Deferred rent  long-term
    
    
    7,444
    
    
    
    7,830Other non-current liabilities
    
    
    2,838
    
    
    
    2,565Shareholders equity:Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or
outstanding in 2010 or 2009
    
    
    
    
    
    
    Common stock, $.01 par value; 100,000,000 shares authorized; 21,729,789 and
22,467,123
shares issued and outstanding at December 31, 2010 and 2009, respectively
    
    
    217
    
    
    
    225Additional paid-in capital
    
    
    487
    
    
    
    2,892Retained earnings
    
    
    184,152
    
    
    
    182,387Accumulated other comprehensive loss
    
    
    (1,056
    )
    
    
    (2,139
    )Total shareholders equity
    
    
    183,800
    
    
    
    183,365Total liabilities and shareholders equity
    
    $
    280,464
    
    
    $
    264,711
 The accompanying notes are an integral part of these Consolidated Balance Sheets.
  46




---



##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Operating activities:Net income
    
    $
    28,061
    
    
    $
    16,562
    
    
    $
    22,798Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    9,161
    
    
    
    11,418
    
    
    
    12,699Asset impairment charge
    
    
    
    
    
    
    
    
    
    
    5,205Stock compensation
    
    
    10,420
    
    
    
    8,622
    
    
    
    8,864(Gain) loss on disposal of equipment
    
    
    (4
    )
    
    
    130
    
    
    
    156Tax benefit (deficiency) of stock awards exercised/vested
    
    
    2,207
    
    
    
    (1,023
    )
    
    
    202Excess tax benefits from stock based compensation
    
    
    (475
    )
    
    
    (64
    )
    
    
    (100
    )Deferred income taxes
    
    
    (463
    )
    
    
    2,077
    
    
    
    (1,389
    )Unrealized foreign currency loss
    
    
    210
    
    
    
    1,022
    
    
    
    (694
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (9,454
    )
    
    
    26,658
    
    
    
    7,077Other assets
    
    
    (2,661
    )
    
    
    3,058
    
    
    
    2,691Accounts payable, accrued and other liabilities
    
    
    8,271
    
    
    
    (10,453
    )
    
    
    5,997Income taxes
    
    
    (2,934
    )
    
    
    (3,502
    )
    
    
    (1,324
    )Deferred revenue
    
    
    7,633
    
    
    
    3,818
    
    
    
    1,659Net cash provided by operating activities
    
    
    49,972
    
    
    
    58,323
    
    
    
    63,841Investing activities:Purchase of property and equipment
    
    
    (5,871
    )
    
    
    (2,378
    )
    
    
    (7,708
    )Purchases of available-for-sale investments
    
    
    (8,625
    )
    
    
    
    
    
    
    (285,593
    )Sales/maturies of available-for-sale investments
    
    
    5,614
    
    
    
    84
    
    
    
    307,216Net cash (used in) provided by investing activities
    
    
    (8,882
    )
    
    
    (2,294
    )
    
    
    13,915Financing activities:Purchase of common stock
    
    
    (77,704
    )
    
    
    (23,435
    )
    
    
    (35,107
    )Proceeds from issuance of common stock from options exercised
    
    
    36,368
    
    
    
    1,662
    
    
    
    3,177Excess tax benefits from stock based compensation
    
    
    475
    
    
    
    64
    
    
    
    100Net cash used in financing activities
    
    
    (40,861
    )
    
    
    (21,709
    )
    
    
    (31,830
    )Foreign currency impact on cash
    
    
    298
    
    
    
    158
    
    
    
    (4,862
    )Net change in cash and cash equivalents
    
    
    527
    
    
    
    34,478
    
    
    
    41,064Cash and cash equivalents at beginning of period
    
    
    120,217
    
    
    
    85,739
    
    
    
    44,675Cash and cash equivalents at end of period
    
    $
    120,744
    
    
    $
    120,217
    
    
    $
    85,739Supplemental disclosures of cash flow information:Cash paid for taxes
    
    $
    14,340
    
    
    $
    6,218
    
    
    $
    11,135
 The accompanying notes are an integral part of these Consolidated Statements of Cash Flows.
  47




---



##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 (In thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    EquityBalance, December 31, 2007
    
    
    24,899,919
    
    
    $
    249
    
    
    $
    17,744
    
    
    $
    165,189
    
    
    $
    2,523
    
    
    $
    185,705Repurchase of common stock
    
    
    (1,710,441
    )
    
    
    (17
    )
    
    
    (29,985
    )
    
    
    (5,105
    )
    
    
    
    
    
    
    (35,107
    )Stock option exercises
    
    
    203,275
    
    
    
    2
    
    
    
    3,175
    
    
    
    
    
    
    
    
    
    
    
    3,177Stock option expense
    
    
    
    
    
    
    
    
    
    
    5,458
    
    
    
    
    
    
    
    
    
    
    
    5,458Restricted stock issuance/expense
    
    
    188,356
    
    
    
    
    
    
    
    3,406
    
    
    
    
    
    
    
    
    
    
    
    3,406Tax effects of stock based
compensation
    
    
    
    
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    202Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,768
    )
    
    
    (5,768
    )Unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32
    )
    
    
    (32
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,798
    
    
    
    
    
    
    
    22,798Balance, December 31, 2008
    
    
    23,581,109
    
    
    
    234
    
    
    
    
    
    
    
    182,882
    
    
    
    (3,277
    )
    
    
    179,839Repurchase of common stock
    
    
    (1,409,922
    )
    
    
    (14
    )
    
    
    (6,364
    )
    
    
    (17,057
    )
    
    
    
    
    
    
    (23,435
    )Stock option exercises
    
    
    130,650
    
    
    
    1
    
    
    
    1,661
    
    
    
    
    
    
    
    
    
    
    
    1,662Stock option expense
    
    
    
    
    
    
    
    
    
    
    5,153
    
    
    
    
    
    
    
    
    
    
    
    5,153Restricted stock issuance/expense
    
    
    165,286
    
    
    
    4
    
    
    
    3,465
    
    
    
    
    
    
    
    
    
    
    
    3,469Tax effects of stock based
compensation
    
    
    
    
    
    
    
    
    
    
    (1,023
    )
    
    
    
    
    
    
    
    
    
    
    (1,023
    )Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,225
    
    
    
    1,225Unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    (87
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,562
    
    
    
    
    
    
    
    16,562Balance, December 31, 2009
    
    
    22,467,123
    
    
    
    225
    
    
    
    2,892
    
    
    
    182,387
    
    
    
    (2,139
    )
    
    
    183,365Repurchase of common stock
    
    
    (2,766,173
    )
    
    
    (28
    )
    
    
    (51,380
    )
    
    
    (26,296
    )
    
    
    
    
    
    
    (77,704
    )Stock option exercises
    
    
    1,613,735
    
    
    
    16
    
    
    
    36,352
    
    
    
    
    
    
    
    
    
    
    
    36,368Stock option expense
    
    
    
    
    
    
    
    
    
    
    3,792
    
    
    
    
    
    
    
    
    
    
    
    3,792Restricted stock issuance/expense
    
    
    415,104
    
    
    
    4
    
    
    
    6,624
    
    
    
    
    
    
    
    
    
    
    
    6,628Tax effects of stock based
compensation
    
    
    
    
    
    
    
    
    
    
    2,207
    
    
    
    
    
    
    
    
    
    
    
    2,207Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,012
    
    
    
    1,012Unrealized gain on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71
    
    
    
    71Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,061
    
    
    
    
    
    
    
    28,061Balance, December 31, 2010
    
    
    21,729,789
    
    
    $
    217
    
    
    $
    487
    
    
    $
    184,152
    
    
    $
    (1,056
    )
    
    $
    183,800
 The accompanying notes are an integral part of these Consolidated Statements of Shareholders Equity.
  48




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (In thousands)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net income
    
    $
    28,061
    
    
    $
    16,562
    
    
    $
    22,798Other comprehensive income (loss), net of tax:Foreign currency translation adjustment
    
    
    1,012
    
    
    
    1,225
    
    
    
    (5,768
    )Unrealized gain (loss) on investments, net
of taxes of $43, ($51) and ($18) in 2010,
2009 and 2008, respectively
    
    
    71
    
    
    
    (87
    )
    
    
    (32
    )Other comprehensive income (loss)
    
    
    1,083
    
    
    
    1,138
    
    
    
    (5,800
    )Comprehensive income
    
    $
    29,144
    
    
    $
    17,700
    
    
    $
    16,998
 The accompanying notes are an integral part of these Consolidated Statements of Comprehensive Income.
  49




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2010, 2009 and 2008
 1. Organization and Summary of Significant Accounting Policies
 Organization and Business
   Principles of Consolidation and Foreign Currency Translation
   Summary of Significant Accounting Policies
 Cash and Cash Equivalents
  Concentrations of Credit Risk
   50




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 Fair Value Measurement
  
    
    Level 1Quoted prices in active markets for identical instruments.
 
    
    Level 2Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets.
 
    
    Level 3Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
      51




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  Fair Value Measurements at December 31, 2010 UsingSignificant Other
    
    
    SignificantQuoted Prices
    
    
    Observable Inputs
    
    
    Unobservable Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalMoney market funds
    
    $
    28,788
    
    
    $
    
    
    
    $
    
    
    
    $
    28,788Auction rate securities
    
    
    800
    
    
    
    
    
    
    
    911
    
    
    
    1,711Total available-for-sale securities
    
    $
    29,588
    
    
    $
    
    
    
    $
    911
    
    
    $
    30,499
   Less than 1 year
    
    $
    800Over 10 years
    
    
    911Total
    
    $
    1,711
 Use of Estimates
  Fair Value of Financial Instruments
   52




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 Risks Associated with Single Business Line, Technological Advances, and Foreign Operations
   Revenue Recognition
       53




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
   Deferred Revenue
  Returns and Allowances
   Property and Equipment
   54




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  December 31,2010
    
    
    2009Computer equipment and software
    
    $
    50,574
    
    
    $
    47,151Furniture and office equipment
    
    
    7,165
    
    
    
    7,539Leasehold improvement
    
    
    14,961
    
    
    
    14,82772,700
    
    
    
    69,517Less accumulated depreciation and amortization
    
    
    (57,867
    )
    
    
    (53,758
    )$
    14,833
    
    
    $
    15,759
 Acquisition-Related Intangible Assets
   December 31,2010
    
    
    2009Cost:Acquired software
    
    $
    15,791
    
    
    $
    15,791Other intangible assets with definite lives
    
    
    19,087
    
    
    
    19,08734,878
    
    
    
    34,878Accumulated amortization:Acquired software
    
    
    (15,791
    )
    
    
    (15,259
    )Other intangible assets with definite lives
    
    
    (17,901
    )
    
    
    (16,146
    )(33,692
    )
    
    
    (31,405
    )Net book value:Acquired software
    
    $
    
    
    
    $
    532Other intangible assets with definite lives
    
    
    1,186
    
    
    
    2,941$
    1,186
    
    
    $
    3,473
  55




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  Year ending December 31,2011
    
    $
    1,1722012
    
    
    72013
    
    
    62014
    
    
    1Total amortization expense expected
    
    $
    1,186
 Goodwill
  Software Development Costs
  Impairment of Long-Lived and Intangible Assets
   Impairment of Goodwill
   56




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 Guarantees and Indemnifications
 .
  Segment Information
  Advertising Costs
  Basic and Diluted Net Income Per Share
   57




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net income
    
    $
    28,061
    
    
    $
    16,562
    
    
    $
    22,798Earnings per share:Basic
    
    $
    1.31
    
    
    $
    0.74
    
    
    $
    0.95Effect of CESs
    
    
    (0.06
    )
    
    
    (0.01
    )
    
    
    (0.01
    )Diluted
    
    $
    1.25
    
    
    $
    0.73
    
    
    $
    0.94Weighted average number of shares:Basic
    
    
    21,497
    
    
    
    22,385
    
    
    
    24,053Effect of CESs
    
    
    953
    
    
    
    173
    
    
    
    275Diluted
    
    
    22,450
    
    
    
    22,558
    
    
    
    24,328
  Accumulated Other Comprehensive Income
   December 31,2010
    
    
    2009Unrealized loss on investments, net of taxes
    
    $
    (61
    )
    
    $
    (132
    )Foreign currency translation adjustment
    
    
    (995
    )
    
    
    (2,007
    )Total
    
    $
    (1,056
    )
    
    $
    (2,139
    )
 New Accounting Pronouncements
    58




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 2. Stock-Based Compensation
 Stock Based Compensation Plans
     Stock Option Awards
  Weighted
    
    
    AverageWeighted
    
    
    Average
    
    
    IntrinsicNumber of
    
    
    Average
    
    
    Remaining
    
    
    Value (inShares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    thousands)Outstanding at January 1, 2010
    
    
    5,768,961
    
    
    $
    25.29Granted
    
    
    17,500
    
    
    
    24.81Exercised
    
    
    (1,613,735
    )
    
    
    22.54Forfeited and expired
    
    
    (326,464
    )
    
    
    41.66Outstanding at December 31, 2010
    
    
    3,846,262
    
    
    $
    25.06
    
    
    
    3.2
    
    
    $
    21,759Vested or expected to vest at December 31, 2010
    
    
    3,497,840
    
    
    $
    25.26
    
    
    
    3.2
    
    
    $
    19,149Exercisable at December 31, 2010
    
    
    3,106,607
    
    
    $
    25.86
    
    
    
    3.0
    
    
    $
    15,219
   59




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  2010
    
    
    2009
    
    
    2008Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    36
    %
    
    
    38
    %
    
    
    35
    %Risk-free interest rate at the date of grant
    
    
    2.4
    %
    
    
    1.9
    %
    
    
    2.8
    %Expected life (in years)
    
    
    4.0
    
    
    
    4.0
    
    
    
    4.0
   Restricted Stock Awards
  Number of
    
    
    Grant Date FairShares
    
    
    ValueOutstanding at January 1, 2010
    
    
    388,560
    
    
    $
    22.48Granted
    
    
    437,360
    
    
    
    22.23Vested
    
    
    (145,518
    )
    
    
    24.03Forfeited
    
    
    (22,256
    )
    
    
    20.87Outstanding at December 31, 2010
    
    
    658,146
    
    
    $
    22.02
     60




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  3. Income Taxes
  December 31,2010
    
    
    2009Deferred tax assets:Accounts receivable
    
    $
    1,967
    
    
    $
    1,726Accrued liabilities
    
    
    5,372
    
    
    
    2,998Stock compensation expense
    
    
    6,617
    
    
    
    6,022Capitalized costs
    
    
    5,721
    
    
    
    7,219Accrued sales taxes
    
    
    810
    
    
    
    1,073Deferred rent
    
    
    2,921
    
    
    
    3,036State tax credits
    
    
    2,383
    
    
    
    2,144Net operating losses
    
    
    3,147
    
    
    
    3,338Valuation allowance
    
    
    (7,689
    )
    
    
    (7,887
    )Other
    
    
    221
    
    
    
    386$
    21,470
    
    
    $
    20,055Deferred tax liabilities:Intangible assets
    
    
    3,518
    
    
    
    2,866Depreciation
    
    
    1,725
    
    
    
    1,512Other
    
    
    197
    
    
    
    1065,440
    
    
    
    4,484Net deferred tax assets
    
    $
    16,030
    
    
    $
    15,571
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Domestic
    
    $
    36,881
    
    
    $
    19,709
    
    
    $
    23,942Foreign
    
    
    4,903
    
    
    
    677
    
    
    
    7,566Total
    
    $
    41,784
    
    
    $
    20,386
    
    
    $
    31,508
  61




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    11,271
    
    
    $
    1,079
    
    
    $
    7,240State
    
    
    1,296
    
    
    
    (277
    )
    
    
    520Foreign
    
    
    1,817
    
    
    
    1,132
    
    
    
    2,56514,384
    
    
    
    1,934
    
    
    
    10,325Deferred:Federal
    
    
    (694
    )
    
    
    1,713
    
    
    
    (2,059
    )State
    
    
    (29
    )
    
    
    274
    
    
    
    113Foreign
    
    
    62
    
    
    
    (97
    )
    
    
    331(661
    )
    
    
    1,890
    
    
    
    (1,615
    )Total
    
    $
    13,723
    
    
    $
    3,824
    
    
    $
    8,710
       62




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Statutory federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Effect of:State income tax, net of federal benefit
    
    
    1.2
    
    
    
    1.1
    
    
    
    1.4State credit carryforwards
    
    
    (0.6
    )
    
    
    (3.3
    )
    
    
    (4.7
    )Incentive stock options
    
    
    (0.7
    )
    
    
    1.0
    
    
    
    0.1Foreign operations
    
    
    (0.8
    )
    
    
    2.4
    
    
    
    (0.9
    )Tax exempt income
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    (1.2
    )Tax contingencies
    
    
    0.7
    
    
    
    (10.8
    )
    
    
    (11.9
    )Other permanent differences
    
    
    (3.0
    )
    
    
    (5.1
    )
    
    
    (3.2
    )Foreign distributions
    
    
    
    
    
    
    (1.6
    )
    
    
    2.0Change in valuation allowance
    
    
    1.1
    
    
    
    0.3
    
    
    
    11.0Income taxes
    
    
    32.8
    %
    
    
    18.8
    %
    
    
    27.6
    %
  December 31,2010
    
    
    2009
    
    
    2008Unrecognized tax benefits at January 1,
    
    $
    (2,331
    )
    
    $
    (3,250
    )
    
    $
    (5,195
    )Gross amount of increases in unrecognized tax benefits as a result of tax positions taken during a prior period
    
    
    (527
    )
    
    
    (294
    )
    
    
    Gross amount of decreases in unrecognized tax benefits as a result of tax positions taken during a prior period
    
    
    360
    
    
    
    
    
    
    
    Gross amount of increases in unrecognized tax benefits as a result of tax positions
taken during the current period
    
    
    (227
    )
    
    
    (939
    )
    
    
    (327
    )Amounts of decreases in the unrecognized tax benefits relating to settlements
with taxing authorities
    
    
    159
    
    
    
    
    
    
    
    55Reductions to unrecognized tax benefits as a result of a lapse of the applicable
statute of limitations
    
    
    131
    
    
    
    2,152
    
    
    
    2,217Unrecognized tax benefits at December 31,
    
    $
    (2,435
    )
    
    $
    (2,331
    )
    
    $
    (3,250
    )
    63




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
  4. Shareholders Equity
  5. Commitments and Contingencies
 Leases
   Year Ending December 31,2011
    
    $
    6,3332012
    
    
    5,5422013
    
    
    5,1982014
    
    
    5,0112015
    
    
    4,799Thereafter
    
    
    13,480Total minimum payments required
    
    $
    40,363
  Employment Agreements
  Legal and Other Matters
   64




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 6. Employee Benefit Plan
  7. Restructuring charge
     Americas
    
    
    EMEA
    
    
    APAC
    
    
    ConsolidatedRestructuring accrual balance at December 31, 2009
    
    $
    255
    
    
    $
    
    
    
    $
    
    
    
    $
    255Cash payments
    
    
    (192
    )
    
    
    
    
    
    
    
    
    
    
    (192
    )Restructuring accrual balance at December 31, 2010
    
    $
    63
    
    
    $
    
    
    
    $
    
    
    
    $
    63
  8. Reporting Segments
   65




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
    Year Ended December 31,2010
    
    
    2009Americas
    
    
    EMEA
    
    
    APAC
    
    
    Consolidated
    
    
    Americas
    
    
    EMEA
    
    
    APAC
    
    
    ConsolidatedRevenue:Software license
    
    $
    44,254
    
    
    $
    4,972
    
    
    $
    5,224
    
    
    $
    54,450
    
    
    $
    29,629
    
    
    $
    2,617
    
    
    $
    2,440
    
    
    $
    34,686Services
    
    
    176,912
    
    
    
    26,269
    
    
    
    10,569
    
    
    
    213,750
    
    
    
    155,768
    
    
    
    24,637
    
    
    
    9,445
    
    
    
    189,850Hardware and other
    
    
    27,784
    
    
    
    925
    
    
    
    208
    
    
    
    28,917
    
    
    
    21,161
    
    
    
    771
    
    
    
    199
    
    
    
    22,131Total revenue
    
    
    248,950
    
    
    
    32,166
    
    
    
    16,001
    
    
    
    297,117
    
    
    
    206,558
    
    
    
    28,025
    
    
    
    12,084
    
    
    
    246,667Costs and Expenses:Cost of revenue
    
    
    102,682
    
    
    
    17,634
    
    
    
    8,476
    
    
    
    128,792
    
    
    
    82,849
    
    
    
    16,641
    
    
    
    7,971
    
    
    
    107,461Operating expenses
    
    
    101,742
    
    
    
    10,523
    
    
    
    4,972
    
    
    
    117,237
    
    
    
    88,844
    
    
    
    9,511
    
    
    
    4,409
    
    
    
    102,764Depreciation and amortization
    
    
    8,658
    
    
    
    324
    
    
    
    179
    
    
    
    9,161
    
    
    
    10,398
    
    
    
    760
    
    
    
    260
    
    
    
    11,418Restructuring charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,019
    
    
    
    20
    
    
    
    843
    
    
    
    3,882Total costs and expenses
    
    
    213,082
    
    
    
    28,481
    
    
    
    13,627
    
    
    
    255,190
    
    
    
    185,110
    
    
    
    26,932
    
    
    
    13,483
    
    
    
    225,525Operating income (loss)
    
    $
    35,868
    
    
    $
    3,685
    
    
    $
    2,374
    
    
    $
    41,927
    
    
    $
    21,448
    
    
    $
    1,093
    
    
    $
    (1,399
    )
    
    $
    21,142
  66




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MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 Year Ended December 31, 2008Americas
    
    
    EMEA
    
    
    APAC
    
    
    TotalRevenue:Software license
    
    $
    51,392
    
    
    $
    8,885
    
    
    $
    5,036
    
    
    $
    65,313Services
    
    
    192,483
    
    
    
    32,163
    
    
    
    11,321
    
    
    
    235,967Hardware and other
    
    
    33,371
    
    
    
    1,750
    
    
    
    800
    
    
    
    35,921Total revenue
    
    
    277,246
    
    
    
    42,798
    
    
    
    17,157
    
    
    
    337,201Costs and Expenses:Cost of revenue
    
    
    118,003
    
    
    
    23,163
    
    
    
    10,772
    
    
    
    151,938Operating expenses
    
    
    118,908
    
    
    
    12,200
    
    
    
    5,621
    
    
    
    136,729Depreciation and amortization
    
    
    11,912
    
    
    
    591
    
    
    
    196
    
    
    
    12,699Restructuring charge
    
    
    4,369
    
    
    
    204
    
    
    
    94
    
    
    
    4,667Asset impairment charges
    
    
    5,205
    
    
    
    
    
    
    
    
    
    
    
    5,205Total costs and expenses
    
    
    258,397
    
    
    
    36,158
    
    
    
    16,683
    
    
    
    311,238Operating income
    
    $
    18,849
    
    
    $
    6,640
    
    
    $
    474
    
    
    $
    25,963
  As of December 31, 2010
    
    
    As of December 31, 2009Americas
    
    
    EMEA
    
    
    APAC
    
    
    Total
    
    
    Americas
    
    
    EMEA
    
    
    APAC
    
    
    TotalGoodwill, net
    
    $
    54,766
    
    
    $
    5,536
    
    
    $
    1,963
    
    
    $
    62,265
    
    
    $
    54,766
    
    
    $
    5,551
    
    
    $
    1,963
    
    
    $
    62,280Long lived assets
    
    
    16,265
    
    
    
    589
    
    
    
    652
    
    
    
    17,506
    
    
    
    16,236
    
    
    
    746
    
    
    
    599
    
    
    
    17,581Total assets
    
    
    254,788
    
    
    
    17,541
    
    
    
    8,135
    
    
    
    280,464
    
    
    
    249,049
    
    
    
    10,746
    
    
    
    4,916
    
    
    
    264,711
   Year ended December 31,2010
    
    
    2009
    
    
    2008Professional services
    
    $
    131,871
    
    
    $
    112,770
    
    
    $
    159,005Customer support and software enhancements
    
    
    81,879
    
    
    
    77,080
    
    
    
    76,962Total services revenue
    
    $
    213,750
    
    
    $
    189,850
    
    
    $
    235,967
  Year ended December 31,2010
    
    
    2009
    
    
    2008Warehouse
    
    $
    30,966
    
    
    $
    20,145
    
    
    $
    35,709Non-Warehouse
    
    
    23,484
    
    
    
    14,541
    
    
    
    29,604Total license revenue
    
    $
    54,450
    
    
    $
    34,686
    
    
    $
    65,313
  67




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 9. Related Party Transactions
  10. Subsequent Events
   68




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##### Table of Contents



MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2010, 2009 and 2008
 11. Quarterly Results of Operations (Unaudited)
  Quarter EndedMarch 31,
    
    
    June 30,
    
    
    Sept 30,
    
    
    Dec 31,
    
    
    March 31,
    
    
    June 30,
    
    
    Sept 30,
    
    
    Dec 31,2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010(In thousands, except per share data)Statement of Operations Data:Revenue:Software license
    
    $
    4,922
    
    
    $
    4,126
    
    
    $
    11,360
    
    
    $
    14,278
    
    
    $
    14,207
    
    
    $
    15,485
    
    
    $
    12,092
    
    
    $
    12,666Services
    
    
    50,843
    
    
    
    49,422
    
    
    
    46,917
    
    
    
    42,668
    
    
    
    53,461
    
    
    
    54,780
    
    
    
    53,486
    
    
    
    52,023Hardware and other
    
    
    5,060
    
    
    
    4,861
    
    
    
    7,017
    
    
    
    5,193
    
    
    
    6,281
    
    
    
    7,376
    
    
    
    8,436
    
    
    
    6,824Total revenue
    
    
    60,825
    
    
    
    58,409
    
    
    
    65,294
    
    
    
    62,139
    
    
    
    73,949
    
    
    
    77,641
    
    
    
    74,014
    
    
    
    71,513Costs and expenses:Cost of license
    
    
    1,424
    
    
    
    1,035
    
    
    
    1,162
    
    
    
    1,105
    
    
    
    1,549
    
    
    
    1,611
    
    
    
    1,471
    
    
    
    1,541Cost of services
    
    
    23,157
    
    
    
    21,319
    
    
    
    19,697
    
    
    
    20,176
    
    
    
    24,064
    
    
    
    24,906
    
    
    
    24,661
    
    
    
    25,145Cost of hardware and other
    
    
    4,121
    
    
    
    4,177
    
    
    
    5,846
    
    
    
    4,242
    
    
    
    5,069
    
    
    
    6,205
    
    
    
    7,092
    
    
    
    5,478Research and development
    
    
    10,227
    
    
    
    9,188
    
    
    
    8,781
    
    
    
    8,485
    
    
    
    10,440
    
    
    
    10,334
    
    
    
    9,866
    
    
    
    9,868Sales and marketing
    
    
    10,079
    
    
    
    9,026
    
    
    
    8,626
    
    
    
    8,406
    
    
    
    10,468
    
    
    
    12,073
    
    
    
    10,329
    
    
    
    9,832General and administrative
    
    
    7,962
    
    
    
    7,251
    
    
    
    7,462
    
    
    
    7,271
    
    
    
    8,461
    
    
    
    8,177
    
    
    
    8,721
    
    
    
    8,668Depreciation and amortization
    
    
    3,165
    
    
    
    3,010
    
    
    
    2,665
    
    
    
    2,578
    
    
    
    2,415
    
    
    
    2,318
    
    
    
    2,262
    
    
    
    2,166Restructuring charge
    
    
    63
    
    
    
    3,829
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total costs and expenses
    
    
    60,198
    
    
    
    58,835
    
    
    
    54,239
    
    
    
    52,253
    
    
    
    62,466
    
    
    
    65,624
    
    
    
    64,402
    
    
    
    62,698Operating income (loss)
    
    
    627
    
    
    
    (426
    )
    
    
    11,055
    
    
    
    9,886
    
    
    
    11,483
    
    
    
    12,017
    
    
    
    9,612
    
    
    
    8,815Other (loss) income, net
    
    
    (233
    )
    
    
    (404
    )
    
    
    255
    
    
    
    (374
    )
    
    
    (498
    )
    
    
    304
    
    
    
    (188
    )
    
    
    239Income (loss) before income taxes
    
    
    394
    
    
    
    (830
    )
    
    
    11,310
    
    
    
    9,512
    
    
    
    10,985
    
    
    
    12,321
    
    
    
    9,424
    
    
    
    9,054Income tax provision (benefit)
    
    
    132
    
    
    
    (274
    )
    
    
    327
    
    
    
    3,639
    
    
    
    3,790
    
    
    
    4,132
    
    
    
    3,192
    
    
    
    2,609Net income (loss)
    
    $
    262
    
    
    $
    (556
    )
    
    $
    10,983
    
    
    $
    5,873
    
    
    $
    7,195
    
    
    $
    8,189
    
    
    $
    6,232
    
    
    $
    6,445Basic earnings (loss) per share
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    0.50
    
    
    $
    0.27
    
    
    $
    0.33
    
    
    $
    0.38
    
    
    $
    0.29
    
    
    $
    0.31Diluted earnings (loss) per share
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    0.50
    
    
    $
    0.26
    
    
    $
    0.32
    
    
    $
    0.36
    
    
    $
    0.28
    
    
    $
    0.29Shares used in computing basic earnings per share
    
    
    23,017
    
    
    
    22,391
    
    
    
    22,116
    
    
    
    22,128
    
    
    
    21,958
    
    
    
    21,718
    
    
    
    21,248
    
    
    
    21,078Shares used in computing diluted earnings per share
    
    
    23,058
    
    
    
    22,391
    
    
    
    22,175
    
    
    
    22,667
    
    
    
    22,535
    
    
    
    22,776
    
    
    
    22,051
    
    
    
    22,350
  69




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Managements Report on Internal Control over Financial Reporting
  Change in Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
   70




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
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
 (a)
    
    1.
    
    Financial Statements.The response to this item is submitted as a separate section of this Form 10-K. See Item 8.2.
    
    Financial Statement Schedule.The following financial statement schedule is filed as a part of this report:
 SCHEDULE II
MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
 Balance at
    
    
    AdditionsBeginning of
    
    
    Charged to
    
    
    Net
    
    
    Balance atClassification:
    
    Period
    
    
    Operations
    
    
    Deductions
    
    
    End of PeriodAllowance for Doubtful AccountsFor the year ended:December 31, 2008
    
    $
    6,618,000
    
    
    $
    4,907,000
    
    
    $
    5,959,000
    
    
    $
    5,566,000December 31, 2009
    
    $
    5,566,000
    
    
    $
    3,593,000
    
    
    $
    4,216,000
    
    
    $
    4,943,000December 31, 2010
    
    $
    4,943,000
    
    
    $
    3,467,000
    
    
    $
    2,699,000
    
    
    $
    5,711,000Deferred Tax Asset Valuation AllowanceFor the year ended:December 31, 2008
    
    $
    4,331,000
    
    
    $
    3,326,000
    
    
    $
    
    
    
    $
    7,657,000December 31, 2009
    
    $
    7,657,000
    
    
    $
    230,000
    
    
    $
    
    
    
    $
    7,887,000December 31, 2010
    
    $
    7,887,000
    
    
    $
    
    
    
    $
    198,000
    
    
    $
    7,689,000Restructuring Charge AccrualFor the year ended:December 31, 2008
    
    $
    
    
    
    $
    4,667,000
    
    
    $
    2,880,000
    
    
    $
    1,787,000December 31, 2009
    
    $
    1,787,000
    
    
    $
    3,882,000
    
    
    $
    5,414,000
    
    
    $
    255,000December 31, 2010
    
    $
    255,000
    
    
    $
    
    
    
    $
    192,000
    
    
    $
    63,000
  71




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Exhibits
     72




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##### Table of Contents



SIGNATURES
  MANHATTAN ASSOCIATES, INC.By:
    /s/ Peter F. SinisgalliPeter F. SinisgalliChief Executive Officer, President and Director   Signature
    
    Title
    
    Date/s/ John J. Huntz, Jr.
    
    Chairman of the Board
    
    February 23, 2011John J. Huntz, Jr./s/ Peter F. Sinisgalli
    
    Chief Executive Officer, President
and Director
    
    February 23, 2011Peter F. Sinisgalli
    
    (Principal Executive
Officer)/s/ Dennis B. Story
    
    Executive Vice President, Chief
Financial Officer and
Treasurer
    
    February 23, 2011Dennis B. Story
    
    (Principal
Financial and Accounting
Officer)/s/ Brian J. Cassidy
    
    Director
    
    February 23, 2011Brian J. Cassidy/s/ Paul R. Goodwin
    
    Director
    
    February 23, 2011Paul R. Goodwin/s/ Thomas E. Noonan
    
    Director
    
    February 23, 2011Thomas E. Noonan/s/ Deepak Raghavan
    
    Director
    
    February 23, 2011Deepak Raghavan/s/ Pete Kight
    
    Director
    
    February 23, 2011Pete Kight/s/ Dan J. Lautenbach
    
    Director
    
    February 23, 2011Dan J. Lautenbach
  73




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EXHIBIT INDEX
  ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, by and among the
Registrant, Madison Acquisition Corp., Evant, Inc. and
Ted Schlein, as Shareholder Representative, dated
August 10, 2005 (Incorporated by reference to Exhibit
2.1 to the Companys Form 8-K (File No. 000-23999),
filed on August 16, 2005).2.2
    
    
    Voting Agreement, by and between the Registrant and the
shareholders of Evant, Inc., dated August 10, 2005
(Incorporated by reference to Exhibit 2.2 to the
Companys Form 8-K (File No. 000-23999), filed on
August 16, 2005).2.3
    
    
    Amendment Number 1 to Agreement and Plan of Merger, by
and among Evant, Inc., the Registrant, Madison
Acquisition Corp. and Ted Schlein, as Shareholder
Representative, dated as of August 15, 2005
(Incorporated by reference to Exhibit 2.3 to the
Companys Form 8-K (File No. 000-23999), filed on
August 16, 2005).3.1
    
    
    Articles of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form S-1 (File No.
333-47095), filed on February 27, 1998).3.2
    
    
    Amended Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Companys Form 8-K
(File No. 000-23999), filed on October 23, 2007).4.1
    
    
    Provisions of the Articles of Incorporation and Bylaws
of the Registrant defining rights of the holders of
common stock of the Registrant (Incorporated by
reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-1 (File No. 333-47095), filed on
February 27, 1998).4.2
    
    
    Specimen Stock Certificate (Incorporated by reference
to Exhibit 4.2 to the Companys Pre-Effective Amendment
No. 1 to its Registration Statement on Form S-1 (File
No. 333-47095), filed on April 2, 1998).10.1
    
    
    Lease Agreement by and between Wildwood Associates, a
Georgia general partnership, and the Registrant dated
September 24, 1997 (Incorporated by reference to
Exhibit 10.1 to the Companys Registration Statement on
Form S-1 (File No. 333-47095), filed on February 27,
1998).10.2
    
    
    First Amendment to Lease between Wildwood Associates, a
Georgia general partnership, and the Registrant dated
October 31, 1997 (Incorporated by reference to Exhibit
10.2 to the Companys Registration Statement on Form
S-1 (File No. 333-47095), filed on February 27, 1998).10.3
    
    
    Second Amendment to Lease Agreement between Wildwood
Associates, a Georgia general partnership, and the
Registrant, dated February 27, 1998 (Incorporated by
reference to Exhibit 10.8 to the Companys
Pre-Effective Amendment No. 1 to its Registration
Statement on Form S-1 (File No. 333-47095), filed on
April 2, 1998).10.4
    
    
    Third Amendment to Lease Agreement between Wildwood
Associates and the Registrant, dated October 24, 2000
(Incorporated by reference to Exhibit 10.9 to the
Companys Annual Report for the period ended December
31, 2000 (File No. 000-23999), filed on April 2, 2001).10.5
    
    
    Lease Agreement by and between Wildwood Associates, a
Georgia general partnership, and the Registrant, dated
June 25, 2001 (Incorporated by reference to Exhibit
10.1 to the Companys Quarterly Report for the period
ended June 30, 2001 (File No. 000-23999), filed August
14, 2001).
  74




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ExhibitNumber

    
    Description10.6
    
    
    First Amendment to Lease Agreement between Wildwood Associates, and the Registrant, dated June 10,
2002 (Incorporated by reference to Exhibit 10.6 to the Companys Annual Report for the period ended
December 31, 2006 (File No. 000-23999), filed on March 14, 2007).10.7
    
    
    Second Amendment to Lease Agreement between 2300 Windy Ridge Parkway Investors LLC, and the
Registrant, dated February 27, 2007 (Incorporated by reference to Exhibit 10.7 to the Companys
Annual Report for the period ended December 31, 2006 (File No. 000-23999), filed on March 14, 2007).10.8
    
    
    Lease Agreement by and between Tektronix UK Limited, Manhattan Associates Limited and Manhattan
Associates, Inc., dated October 21, 1999 (Incorporated by reference to Exhibit 10.27 to the
Companys Annual Report for the period ended December 31, 1999 (File No. 000-23999), filed on March
30, 2000).10.9
    
    
    Lease (Burlington Business Center) by and between Gateway Rosewood, Inc. and Manhattan Associates,
Inc., dated August 23, 2004 (Incorporated by reference to Exhibit 10.7 to the Companys Annual
Report for the period ended December 31, 2004 (File No. 000-23999), filed on March 16, 2005).10.10
    
    
    Agreement to Build and Lease between Orchid Apartments Private Limited and Manhattan Associates
India Development Centre Private Limited, executed on November 19, 2004 (Incorporated by reference
to Exhibit 10.8 to the Companys Annual Report for the period ended December 31, 2004 (File No.
000-23999), filed on March 16, 2005).10.11
    
    
    Lease Agreement between IGE Energy Services (UK) Limited, Manhattan Associates Limited and Manhattan
Associates, Inc., dated February 1, 2005 (Incorporated by reference to Exhibit 10.9 to the Companys
Annual Report for the period ended December 31, 2004 (File No. 000-23999), filed on March 16, 2005).10.12
    
    
    Sub-Sublease Agreement between Scientific Research Corporation, a Georgia corporation, and the
Registrant, dated July 2, 1998 (Incorporated by reference to Exhibit 10.19 to the Companys Annual
Report for the period ended December 31, 1998 (File No. 000-23999), filed on March 31, 1999).10.13
    
    
    Sub-Sublease Agreement between The Profit Recovery Group International 1, Inc., a Georgia
corporation, and the Registrant, dated August 19, 1998 (Incorporated by reference to Exhibit 10.20
to the Companys Annual Report for the period ended December 31, 1998 (File No. 000-23999), filed on
March 31, 1999).10.14
    
    
    Standard Sublease Agreement between Life Office Management Association, Inc. and the Registrant,
dated October 20, 2000 (Incorporated by reference to Exhibit 10.17 to the Companys Annual Report
for the period ended December 31, 2000 (File No. 000-23999), filed on April 2, 2001).10.15
    
    
    Standard Sublease Agreement between Chevron USA Inc. and the Registrant, dated November 20, 2000
(Incorporated by reference to Exhibit 10.18 to the Companys Annual Report for the period ended
December 31, 2000 (File No. 000-23999), filed on April 2, 2001).10.16
    
    
    Form of Indemnification Agreement with certain directors and officers of the Registrant
(Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report for the period ended
June 30, 2004 (File No. 000-23999), filed on August 9, 2004).10.17
    
    
    Form of Tax Indemnification Agreement for direct and indirect shareholders of Manhattan Associates
Software, LLC (Incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on
Form S-1 (File No. 333-47095), filed on February 27, 1998).10.18
    
    
    Summary Plan Description of the Registrants Money Purchase Plan & Trust, effective January 1, 1997
(Incorporated by reference to Exhibit 10.3 to the Companys Registration Statement on Form S-1 (File
No. 333-47095), filed on February 27, 1998).
  75




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ExhibitNumber

    
    Description10.19
    
    
    Summary Plan Description of the Registrants 401(k) Plan and Trust, effective January 1, 1995
(Incorporated by reference to Exhibit 10.4 to the Companys Registration Statement on Form S-1 (File
No. 333-47095), filed on February 27, 1998).10.20
    *
    
    Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10.10 to
the Companys Registration Statement on Form S-1 (File No. 333-47095), filed on February 27, 1998).10.21
    *
    
    First Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.22 to the Companys Annual Report for the period ended December 31, 1998
(File No. 000-23999), filed on March 31, 1999).10.22
    *
    
    Second Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.23 to the Companys Annual Report for the period ended December 31, 1998
(File No. 000-23999), filed on March 31, 1999).10.23
    *
    
    Third Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.24 to the Companys Annual Report for the period ended December 31, 1998
(File No. 000-23999), filed on March 31, 1999).10.24
    *
    
    Fourth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.25 to the Companys Annual Report for the period ended December 31, 1999
(File No. 000-23999), filed on March 30, 2000).10.25
    *
    
    Fifth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 4.8 to the Companys Form S-8 (File No. 333-68968), filed on September 5,
2001).10.26
    *
    
    Sixth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Annex A to the Companys Proxy Statement for its Annual Meeting held May 17, 2002 (File
No. 000-23999), filed on April 24, 2002).10.27
    *
    
    Amendment No. 7 to the Manhattan Associates, Inc. 1998 Stock Incentive Plan (Incorporated by
reference to Exhibit 4.10 to the Companys Form S-8 (File No. 333-105913), filed on June 6, 2003).10.28
    *
    
    Form of Composite Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report for the period ended March 31, 2006 (File No. 000-23999), filed on May 4, 2006).10.30(a)
    *
    
    Executive Employment Agreement by and between the Registrant and Peter F. Sinisgalli, effective as
of February 25, 2004 (Incorporated by reference to Exhibit 10.28 to the Companys Annual Report for
the period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).(b)
    *
    
    Modification dated July 19, 2007 by and between the Company and Peter F. Sinisgalli to the Executive
Employment Agreement dated February 25, 2004 (Incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K (File No. 000-23999), filed on July 24, 2007).10.31
    *
    
    Separation and Non-Competition Agreement by and between the Registrant and Peter F. Sinisgalli,
effective as of February 25, 2004 (Incorporated by reference to Exhibit 10.29 to the Companys
Annual Report for the period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).10.32
    *
    
    Executive Employment Agreement by and between the Registrant and Jeffrey Mitchell, effective as of
September 3, 1999 (Incorporated by reference to Exhibit 10.32 to the Companys Annual Report for the
period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).
  76




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ExhibitNumber

    
    Description10.33
    *
    
    Executive Non-Competition and Severance Agreement by and between the Registrant and Jeffrey S.
Mitchell, dated June 22, 2004 (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly
Report for the period ended June 30, 2004 (File No. 000-23999), filed on August 9, 2004).10.34
    *
    
    Executive Employment Agreement by and between the Registrant and Jeffry Baum, effective as of
October 30, 2000 (Incorporated by reference to Exhibit 10.36 to the Companys Annual Report for the
period ended December 31, 2003 (File No. 000-23999), filed on March 15, 2004).10.35
    *
    
    Executive Employment Agreement by and between the Registrant and Dennis B. Story, effective as of
February 18, 2006 (Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No.
000-23999), filed on February 22, 2006).10.36
    *
    
    Severance and Non-Competition Agreement by and between the Registrant and Dennis B. Story, effective
as of February 18, 2006 (Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K (File
No. 000-23999), filed on February 22, 2006).10.37
    *
    
    Executive Employment Agreement by and between the Registrant and Pervinder Johar, effective as of
March 30, 2006. (Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No.
000-23999), filed on January 2, 2009).10.38
    *
    
    Severance and Non-Competition Agreement by and between the Registrant and Pervinder Johar, effective
as March 30, 2006. (Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K (File No.
000-23999), filed on January 2, 2009).10.39
    *
    
    Separation Agreement and Release by and between the Registrant and Pervinder Johar, dated December
31, 2008. (Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No.
000-23999), filed on January 7, 2009).10.40
    *
    
    Form of Modification Agreement for Terms and Conditions for Stock Options. (Incorporated by
reference to Exhibit 10.3 to the Companys Form 8-K (File No. 000-23999), filed on January 2, 2009).10.41
    *
    
    Severance and Non-Competition Agreement by and between the Registrant and David Dabbiere, effective
as of September 29, 2008. (Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K
(File No. 000-23999), filed on January 2, 2009).10.42
    
    
    Form of License Agreement, Software Maintenance Agreement and Consulting Agreement (Incorporated by
reference to Exhibit 10.18 to the Companys Pre-Effective Amendment No. 1 to its Registration
Statement on Form S-1 (File No. 333-47095), filed on April 2, 1998).10.43
    
    
    Form of Software License, Services and Maintenance Agreement (Incorporated by reference to Exhibit
10.21 to the Companys Annual Report for the period ended December 31, 1998 (File No. 000-23999),
filed on March 31, 1999).10.44
    *
    
    2007 Stock Incentive Plan, as amended by the First Amendment thereto (Incorporated by reference to
Annex A to the Companys Definitive Proxy Statement related to its 2009 Annual Meeting of
Shareholders (File No. 000-23999) filed on April 20, 2009).10.45
    *
    
    Written Summary of Manhattan Associates, Inc. 2009 Annual Cash Incentive Plan (Incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K (File No. 000-23999), filed on June 19, 2009).
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##### Table of Contents



ExhibitNumber

    
    Description10.46
    *
    
    Written Summary of Manhattan Associates, Inc. 2009 Supplemental Cash Incentive Plan (Incorporated by
reference to Exhibit 10.2 to the Companys Form 8-K (File No. 000-23999), filed on June 19, 2009).10.47
    *
    
    Written Summary of Manhattan Associates, Inc. Annual Cash Incentive Plan (Incorporated by
reference to Exhibit 10.47 to the Companys Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).10.48
    *
    
    Form of Manhattan Associates, Inc. Restricted Stock Award Agreement for Employees (Incorporated by
reference to Exhibit 10.48 to the Companys Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).10.49
    *
    
    Form of Manhattan Associates, Inc. Restricted Stock Award Agreement for Non-Employee Directors (Incorporated by
reference to Exhibit 10.49 to the Companys Annual Report for the period ended December 31, 2009 (File No. 000-23999), filed on February 19, 2010).21.1
    
    
    List of Subsidiaries.23.1
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.31.1
    
    
    Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certificate of Chief Executive Officer and Chief Financial Officer.
 *
    
    Management contract or compensatory plan or agreement.  78