8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2010

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-27876	86-0787377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14400 North 87th Street
Scottsdale, Arizona	85260-3649
(Address of principal executive offices)	(Zip Code)

(480) 308-3000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

     On October 26, 2010, JDA Software Group, Inc. (“JDA”) announced financial results for the third quarter ended September 30, 2010 by issuing a press release and holding a related conference call to discuss these results. The full text of the press release issued in connection with the announcement is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The press release and the conference call contain forward-looking statements regarding JDA and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

     The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Use of Non-GAAP Financial Information

     JDA provides a non-GAAP measure of adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and earnings per share in the attached press release. The presentation is intended to be a supplemental measure of performance and typically excludes non-cash charges such as amortization of intangibles, stock-based compensation and certain charges that impact the comparability of one quarter to another. The presentation is not intended to replace or to be displayed more prominently than our GAAP measurements. A reconciliation of the adjustments to GAAP results for the periods is included. In addition, an explanation of the ways in which JDA management uses these non-GAAP measures to evaluate its business, the substance behind JDA management’s decision to use these non-GAAP measures, the material limitations associated with the use of these non-GAAP measures, the manner in which JDA management compensates for those limitations, and the substantive reasons why JDA management believes that these non-GAAP measures provide useful information to investors is included in the attached press release.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated October 26, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 26, 2010	JDA Software Group, Inc.
	By:	/s/ Pete Hathaway
		Pete Hathaway
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Press Release dated October 26, 2010.

EX-99.1

Exhibit 99.1

•
•
•
•	JDA Software Group, Inc.	Contact Information
•	NEWS RELEASE	at End of Release
•

JDA Software Announces Third Quarter 2010 Results
Record Revenue Drives Strong EPS; Solid Results Affirm Value of i2 Acquisition

Scottsdale, Ariz. — October 26, 2010 — JDA^® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company^®, today announced financial results for the third quarter ended September 30, 2010. JDA reported record total revenues of $158.4 million, a 65 percent increase from $95.9 million of revenue reported in third quarter 2009. Software license and subscription revenues in the third quarter 2010 increased 28 percent to $22.0 million from $17.3 million in third quarter 2009.

          Adjusted EBITDA increased 69 percent to $39.7 million in third quarter 2010 from $24.1 million in the third quarter of 2009. JDA also reported adjusted non-GAAP earnings per share for third quarter 2010 of $0.47, an increase from the $0.40 per share reported in third quarter 2009. Adjusted non-GAAP earnings exclude amortization of acquired software technology and intangibles, restructuring charges, stock-based compensation and costs related to the acquisition and transition of i2 Technologies, Inc. (i2). GAAP net income attributable to common shareholders for third quarter 2010 was $8.3 million or $0.20 per share, compared to a net loss of $2.3 million or ($0.07) per share in third quarter 2009. Results for 2010 include the completion of the acquisition of i2 as of January 28, 2010.

          “The integration of JDA with i2 is now well underway and there are numerous indicators of the strength of the new combined company, maintenance margins and retention rates are at an all-time high, operating expenses as a percent of revenue have improved substantially, total revenue is running at record levels and finally, despite being handicapped by unprecedented one-time legal expenses, profits are at near-record levels,” said JDA President and Chief Executive Officer Hamish Brewer. “Additionally, although the software license revenue for the quarter was low, as predicted, the outlook is strong and we expect to achieve the higher end of our software revenue guidance range for the full year.”

Software and Subscription

          Software and subscription revenue increased 28 percent to $22.0 million in the third quarter 2010 from $17.3 million in the third quarter 2009. This increase was driven by the acquisition of i2. The average sales price for the trailing 12 months ended September 30, 2010 was $573,000 compared to $608,000 for the trailing 12 months ended June 30, 2010.

JDA Software Q3 2010 Earnings
Page 2

Maintenance and Support Services

          Maintenance revenue increased 43 percent to $64.2 million in the third quarter 2010 from $45.0 million in the third quarter 2009. This increase was due to the acquisition of i2 and the year-over-year improvement in retention rates. The year-to-date retention rate in the third quarter 2010 increased to 95.9 percent from 92.7 percent in the third quarter 2009. Maintenance gross margins increased to 80 percent in the current quarter from 76 percent in the third quarter 2009 primarily due to the previously suspended maintenance revenue of $4.0 million that was recognized in the third quarter 2010.

Consulting Services

          Consulting services revenue increased 114 percent to $65.9 million in the third quarter 2010 from $30.9 million in the third quarter 2009. This increase was primarily due to the acquisition of i2 and increased implementation services work associated with larger JDA software product sales in 2009. During the third quarter 2010, the Company completed the contractual and administrative requirements necessary to recognize $7.6 million of consulting revenue and reimbursed expenses, along with the associated costs, related to work performed earlier in the year. Consulting services gross margins were 23 percent in third quarter 2010 compared to 26 percent in the third quarter 2009. This decrease was driven primarily by an increase in contractor costs in the third quarter 2010 and a decrease in utilization rates.

Other Financial Data

• Operating expenses as a percent of revenue show the operating leverage effects of the i2 acquisition. Product development expenses as a percent of revenue improved to 11 percent in the third quarter 2010 compared to 13 percent in the third quarter 2009. Sales and marketing expenses as a percent of revenue improved to 13 percent in the third quarter 2010 compared to 17 percent in the third quarter 2009. General and administrative expenses as a percent of revenue improved to 11 percent in the third quarter 2010 compared to 13 percent in the third quarter 2009.

• Legal expenses incurred in third quarter 2010 from inherited i2 litigation were $3.3 million primarily related to ongoing litigation related to the Dillard’s and Oracle matters.

• DSO improved to 56 days at the end of third quarter 2010 from 66 days at the end of second quarter 2010. Compared to the third quarter in the prior year, DSO decreased from 57 days primarily due to continued focused collection efforts.

• Net interest and other expense for the third quarter 2010 increased to $5.6 million from $0.7 million in the third quarter of 2009 due to interest on the senior notes issued in connection with the i2 acquisition and currency rate changes.

JDA Software Q3 2010 Earnings
Page 3

• Cash flow provided by operations was $29.4 million in third quarter 2010 compared to cash flow from operations of $20.0 million in third quarter 2009. The largest driver for the increase was a decrease in accounts receivable.

• Cash and cash equivalents, including restricted cash, were $182.7 million at September 30, 2010, compared to $363.8 million at December 31, 2009, which included net proceeds from the issuance of $275.0 million of senior notes that were used to complete the acquisition of i2 on January 28, 2010.

• Weighted average shares outstanding for the quarter ended September 30, 2010 were 42.2 million.

Third Quarter 2010 Highlights

          The following presents a high-level summary of JDA’s regional sales performance:

• JDA reported $16.6 million in software license and subscription revenues in its Americas region during third quarter 2010, compared to $27.1 million in second quarter 2010 and $12.6 million in third quarter 2009. Customers that signed new software licenses in third quarter 2010 include: A&E Television Networks, Caterpillar Logistics Services, Inc., ConAgra Foods, Inc., Francesca’s Collections, and The Talbots, Inc.

• Software license and subscription revenues in the Europe, Middle East and Africa (EMEA) region were $3.4 million in third quarter 2010, compared to $4.8 million in second quarter 2010 and $4.1 million in third quarter 2009. Gruppo PAM S.p.A. is among the customers that signed new software licenses in third quarter 2010.

• JDA’s Asia-Pacific region posted software license and subscription revenues of $2.0 million in third quarter 2010, compared to $6.1 million in second quarter 2010 and $0.5 million in third quarter 2009. Wins in this region included: MediaTek, Qisda Corporation, Shanghai Hua Li Microelectronics Co., Ltd., and Western Marketing Corporation.

Nine Months Ended September 30, 2010 Results

• Revenue for the nine months ended September 30, 2010 increased 61 percent to $448.4 million from $278.7 million for the nine months ended September 30, 2009. Adjusted EBITDA increased to $112.4 million for the first nine months ended September 30, 2010 from $69.5 million in the first nine months of 2009. The increases were primarily driven by the acquisition of i2.

• Legal expenses incurred for the nine months ended September 30, 2010 from inherited i2 litigation were $6.3 million.

• Adjusted non-GAAP earnings per share for the nine months ended September 30, 2010 was $1.34 compared to $1.13 per share for the nine months ended September 30, 2009. Adjusted non-GAAP

JDA Software Q3 2010 Earnings
Page 4

earnings exclude amortization of acquired software technology and intangibles, restructuring charges, stock-based compensation and costs related to the acquisition and transition of i2.

• The GAAP net income applicable to common shareholders for the nine months ended September 30, 2010 was $11.9 million or $0.29 per share, compared to net income of $9.2 million or $0.26 per share for the nine months ended September 30, 2009.

• Cash flow from operations was $39.0 million for the nine months ended September 30, 2010 compared to cash flow from operations of $80.5 million for the nine months ended September 30, 2009. The change in operating cash flow in the current period was caused by realized deferred revenues from the i2 acquisition where the cash was collected prior to the acquisition close date, an increase in receivables and deferred expenses and payments related to acquisition accruals.

Conference Call Information

          JDA Software Group, Inc. will host a conference call at 4:45 p.m. Eastern time today to discuss earnings results for its third quarter ended September 30, 2010. To participate in the call, dial 1-877-941-4775 (United States) or 1-480-629-9761 (International) and ask the operator for the “JDA Software Group, Inc. Third Quarter 2010 Earnings Conference Call.” A live audio webcast of the conference call and detailed slide deck can be accessed by logging onto www.jda.com in the Investor Relations section.

          A replay of the conference call will begin on October 26, 2010 at 8:00 p.m. Eastern time and will end on November 26, 2010. To hear a replay of the call over the Internet, access JDA’s website at www.jda.com.

About JDA Software Group, Inc.

     JDA^® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company^®, is a leading global provider of innovative supply chain management, merchandising and pricing excellence solutions. JDA empowers more than 6,000 companies of all sizes to make optimal decisions that improve profitability and achieve real results in the discrete and process manufacturing, wholesale distribution, transportation, retail and services industries. With an integrated solutions offering that spans the entire supply chain from materials to the consumer, JDA leverages the powerful heritage and knowledge capital of acquired market leaders including i2 Technologies^®, Manugistics^®, E3^®, Intactix^® and Arthur^®. JDA’s multiple service options provide customers with flexible configurations, rapid time-to-value, lower total cost of ownership and 24/7 functional and technical support and expertise. To learn more, visit www.jda.com or e-mail info@jda.com.

JDA Investor Relations Contacts:
Pete Hathaway, Executive Vice President/Chief Financial Officer
480-308-3000

Mike Burnett, GVP, Treasury and Investor Relations
mike.burnett@jda.com
480-308-3392

JDA Software Q3 2010 Earnings
Page 5

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)

	September 30,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	172,370		$	75,974
Restricted cash		10,321			287,875
Accounts receivable, net		98,287			68,883
Deferred tax asset		57,836			19,142
Prepaid expenses and other current assets		32,643			15,667
Total current assets		371,457			467,541
Non-Current Assets:
Property and equipment, net		48,881			40,842
Goodwill		197,031			135,275
Other intangibles, net		199,200			119,661
Deferred tax asset		269,032			44,350
Other non-current assets		17,810			13,997
Total non-current assets		731,954			354,125
Total Assets	$	1,103,411		$	821,666
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	19,017		$	7,192
Accrued expenses and other liabilities		65,316			45,523
Income taxes payable		762			3,489
Deferred revenue		105,053			65,665
Total current liabilities		190,148			121,869
Non-Current Liabilities:
Long-term debt		272,572			272,250
Accrued exit and disposal obligations		5,836			7,341
Liability for uncertain tax positions		10,818			8,770
Deferred revenue		11,469			—
Total non-current liabilities		300,695			288,361
Total Liabilities		490,843			410,230
Stockholders’ Equity:
Common stock		438			363
Additional paid-in capital		545,984			356,065
Retained earnings		85,885			74,014
Accumulated other comprehensive income (loss)		7,000			3,267
Treasury stock		(26,739	)		(22,273	)
Total stockholders’ equity		612,568			411,436
Total liabilities and stockholders’ equity	$	1,103,411		$	821,666

JDA Software Q3 2010 Earnings
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JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except earnings per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
REVENUES:
Software licenses	$	16,276		$	16,354		$	72,865		$	57,300
Subscriptions and other recurring revenues		5,758			896			15,851			2,860
Maintenance services		64,186			45,010			181,840			132,378
Product revenues		86,220			62,260			270,556			192,538
Consulting services		65,947			30,852			164,204			78,965
Reimbursed expenses		6,276			2,747			13,687			7,174
Service revenues		72,223			33,599			177,891			86,139
Total revenues		158,443			95,859			448,447			278,677
COST OF REVENUES:
Cost of software licenses		1,103			580			3,020			2,417
Amortization of acquired software technology		1,833			966			5,212			2,954
Cost of maintenance services		12,932			10,883			39,192			32,416
Cost of product revenues		15,868			12,429			47,424			37,787
Cost of consulting services		48,976			22,219			124,987			61,732
Reimbursed expenses		6,276			2,747			13,687			7,174
Cost of service revenues		55,252			24,966			138,674			68,906
Total cost of revenues		71,120			37,395			186,098			106,693
GROSS PROFIT		87,323			58,464			262,349			171,984
OPERATING EXPENSES:
Product development		17,373			12,495			54,131			37,732
Sales and marketing		20,258			15,888			65,830			46,310
General and administrative		17,546			12,305			55,044			35,001
Amortization of intangibles		9,966			5,753			28,447			17,880
Restructuring charges		4,172			2,543			16,478			6,705
Acquisition-related costs		473			—			8,081			—
Total operating expenses		69,788			48,984			228,011			143,628
OPERATING INCOME		17,535			9,480			34,338			28,356
Interest expense and amortization of loan fees		(6,169	)		(346	)		(18,437	)		(971	)
Interest income and other, net		558			1,006			1,039			886
INCOME BEFORE INCOME TAXES		11,924			10,140			16,940			28,271
Income tax provision		3,651			3,877			5,069			10,429
NET INCOME	$	8,273		$	6,263		$	11,871		$	17,842
Consideration paid in excess of carrying value on the repurchase of redeemable preferred stock		—			(8,593	)		—			(8,593	)
INCOME APPLICABLE TO COMMON SHAREHOLDERS	$	8,273		$	(2,330	)	$	11,871		$	9,249
EARNINGS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS:
Basic earnings per share	$	.20		$	(.07	)	$	.29		$	.26
Diluted earnings per share	$	.20		$	(.07	)	$	.29		$	.26
SHARES USED TO COMPUTE
Basic earnings per share		41,774			33,505			40,939			35,076
Diluted earnings per share		42,234			33,505			41,517			35,329

JDA Software Q3 2010 Earnings
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JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
CASH FLOW INFORMATION
Net cash provided by (used in) operating activities:
Net Income	$	8,273		$	6,263		$	11,871		$	17,842
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,019			9,201			43,029			28,043
Provision for doubtful accounts		499			600			999			900
Amortization of loan fees		490			—			1,412			—
Share-based compensation expense		2,265			2,845			8,834			6,412
Net loss (gain) on disposal of property and equipment		1			(1	)		(8	)		(55	)
Deferred income taxes		183			2,847			(121	)		8,517
Changes in assets and liabilities, net of effects from business acquisitions:
Accounts receivable		16,137			2,716			1,281			19,536
Income tax receivable		194			(404	)		2,225			(1,838	)
Prepaid expenses and other current assets		963			2,906			(12,948	)		(3,976	)
Accounts payable		5,176			(1,454	)		8,810			5,685
Accrued expenses and other liabilities		(1,762	)		2,032			(15,837	)		(11,478	)
Income tax payable		(1,690	)		15			(5,427	)		380
Deferred revenue		(16,323	)		(7,547	)		(5,127	)		10,560
	$	29,425		$	20,019		$	38,993		$	80,528
Net cash provided by (used in) investing activities:
Change in restricted cash	$	1,459		$	—		$	277,554		$	—
Purchase of i2 Technologies, Inc		—			—			(213,427	)		—
Payment of direct costs related to acquisitions		(1,110	)		(2,945	)		(2,749	)		(4,431	)
Purchase of other property and equipment		(8,388	)		(4,134	)		(14,785	)		(5,541	)
Proceeds from disposal of property and equipment		282			8			631			62
	$	(7,757	)	$	(7,071	)	$	47,224		$	(9,910	)
Net cash provided by financing activities:
Issuance of common stock under equity plans	$	2,226		$	9,882		$	13,836		$	14,524
Purchase of treasury stock and other, net		(887	)		(2,367	)		(4,645	)		(6,266	)
Redemption of redeemable preferred stock		—			(28,068	)		—			(28,068	)
	$	1,339		$	(20,553	)	$	9,191		$	(19,810	)
Effect of exchange rates on cash		3,184			407			988			1,973
Net increase (decrease) in cash and cash equivalents		26,191			(7,198	)		96,396			52,781
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		146,179			92,675			75,974			32,696
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	172,370		$	85,477		$	172,370		$	85,477

JDA Software Q3 2010 Earnings
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JDA SOFTWARE GROUP, INC.
NON-GAAP MEASURES OF PERFORMANCE
(in thousands, except share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA
Net Income (GAAP BASIS)	$	8,273		$	6,263		$	11,871		$	17,842
Income tax provision		3,651			3,877			5,069			10,429
Interest expense and amortization of loan fees		6,169			346			18,437			971
Amortization of acquired software technology		1,833			966			5,212			2,954
Amortization of intangibles		9,966			5,753			28,447			17,880
Depreciation		3,218			2,482			9,368			7,209
EBITDA (earnings before interest, tax, depreciation and amortization)		33,110			19,687			78,404			57,285
Restructuring charges		4,172			2,543			16,478			6,705
Stock-based compensation		2,265			2,845			8,834			6,412
Acquisition-related costs		473			—			8,081			—
Non-recurring transition costs to integrate acquisition		198			—			1,638			—
Interest income and other non-operating income, net		(558	)		(1,006	)		(1,039	)		(886	)
Adjusted EBITDA	$	39,660		$	24,069		$	112,396		$	69,516
EBITDA, as a percentage of revenue		21	%		21	%		17	%		21	%
Adjusted EBITDA, as a percentage of revenue		25	%		25	%		25	%		25	%
NON-GAAP EARNINGS PER SHARE
Income before income taxes (GAAP BASIS)	$	11,924		$	10,140		$	16,940		$	28,271
Amortization of acquired software technology		1,833			966			5,212			2,954
Amortization of intangibles		9,966			5,753			28,447			17,880
Restructuring charges		4,172			2,543			16,478			6,705
Stock-based compensation		2,265			2,845			8,834			6,412
Acquisition-related costs		473			—			8,081			—
Non-recurring transition costs to integrate acquisition		198			—			1,638			—
Adjusted income before income taxes		30,831			22,247			85,630			62,222
Adjusted income tax expense		10,791			8,009			29,971			22,261
Adjusted net income	$	20,040		$	14,238		$	55,659		$	39,961
Adjusted non-GAAP diluted earnings per share	$	0.47		$	0.40		$	1.34		$	1.13
Shares used to compute non-GAAP diluted earnings per share		42,234			35,678			41,517			35,329

JDA Software Q3 2010 Earnings
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JDA SOFTWARE GROUP, INC.
SUPPLEMENTAL DATA
(dollars in thousands)

	Software & Subscription Revenues by Geographic Region
	Three Months Ended
	9/30/2010		6/30/2010		3/31/2010		12/31/2009		9/30/2009
Americas	$	16,590	$	27,080	$	18,917	$	19,084	$	12,624
EMEA		3,405		4,773		5,403		6,417		4,084
Asia/Pacific		2,039		6,105		4,404		3,125		542
Total	$	22,034	$	37,958	$	28,724	$	28,626	$	17,250

	Business Segment Data
	Three Months Ended
	9/30/2010			6/30/2010			3/31/2010			12/31/2009			9/30/2009
Supply Chain
Total Revenues	$	153,706		$	152,931		$	125,233		$	99,410		$	88,608
Operating Income		50,435			52,638			39,904			33,882			29,054
Operating Income Margin		33	%		34	%		32	%		34	%		33	%
Pricing and Revenue Management
Total Revenues	$	4,737		$	5,442		$	6,398		$	7,713		$	7,251
Operating Income (Loss)		(743	)		(453	)		607			986			1,027
Operating Income Margin		(16	%)		(8	%)		9	%		13	%		14	%

	New vs. Install-Base Software Sales and Subscription Revenues
	Three Months Ended
	9/30/2010				6/30/2010				3/31/2010				12/31/2009				9/30/2009
New Sales	$	2,603	12	%	$	8,080	21	%	$	8,415	29	%	$	4,515	16	%	$	3,317	19	%
Install-Base Sales		19,431	88	%		29,878	79	%		20,309	71	%		24,111	84	%		13,933	81	%
Total	$	22,034			$	37,958			$	28,724			$	28,626			$	17,250

	ASP, Multi-Product Deals & Large Deal Counts
	Last Twelve Months Ended
	9/30/2010		6/30/2010		3/31/2010		12/31/2009		9/30/2010
Average Sales Price (ASP)	$	573	$	608	$	618	$	630	$	733
Multiple-Product Deals		17		18		21		20		19
Large Deal Count (>= $1 million )		25		25		24		19		16
Quota Carrying Sales Representatives		98		92		96		75		75

JDA Software Q3 2010 Earnings
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	Summary of Revenue Contribution in Third Quarter 2010
	JDA				i2				Combined
Software and Subscription Revenues	$	9,629	44	%	$	12,405	56	%	$	22,034
Maintenance Revenues		46,518	72	%		17,668	28	%		64,186
Product Revenues		56,147	65	%		30,073	35	%		86,220
Service Revenues		38,374	53	%		33,849	47	%		72,223
Total Revenues	$	94,521	60	%	$	63,922	40	%	$	158,433

	Summary of Revenue Contribution in First Nine Months of 2010
	JDA				i2				Combined
Software and Subscription Revenues	$	47,235	53	%	$	41,481	47	%	$	88,716
Maintenance Revenues		138,426	76	%		43,414	24	%		181,840
Product Revenues		185,661	69	%		84,895	31	%		270,556
Service Revenues		108,669	61	%		69,222	39	%		177,891
Total Revenues	$	294,330	66	%	$	154,117	34	%	$	448,447

“Safe Harbor” Statement under the U.S. Private Securities Litigation Reform Act of 1995

          This press release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “will,” and “expect” and other words with forward-looking connotations. In this press release, such forward-looking statements include, without limitation, Mr. Brewer’s statement that the software license outlook is strong and we expect to achieve the higher end of our software revenue guidance range for the full year. We remind our investors and prospective investors that future events may involve risks and uncertainties. Risks and uncertainties that may affect our business are detailed from time to time in the ``Risk Factors’’ section and other sections of our filings with the Securities and Exchange Commission. As a result of these and other risks, actual results may differ materially from those predicted. We undertake no obligation to update information in this release, except as required by law.

Use of Non-GAAP Financial Information

          This press release and the related conference call contain non-GAAP financial measures. In evaluating the Company’s performance, management uses certain non-GAAP financial measures to supplement consolidated financial statements prepared under GAAP. Management’s presentation of non-GAAP financial measures is intended to be supplemental in nature and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.

Use and Economic Substance of Non-GAAP Financial Measures Used by JDA

          The Company uses non-GAAP measures of performance, including adjusted net income, EBITDA (earnings before interest, taxes, depreciation and amortization) and earnings per share, in its public statements. Management uses, and chooses to disclose, these non-GAAP financial measures because (i) such measures provide an additional analytical tool to clarify the Company’s results from operations and help the Company to identify underlying trends in its results of operations; (ii) the Company uses non-GAAP earnings measures, including EBITDA, as a measure of profitability because such measures help the Company compare its performance on a consistent basis across time periods; and (iii) these non-GAAP measures are employed by the Company’s management in its own evaluation of performance and are utilized in financial and operational decision making processes, such as budget planning and forecasting. The Company also internally uses adjusted EBITDA measures for determining (a) compliance with certain financial covenants in its credit agreement and (b) executive and employee compensation. Set forth below are additional reasons why specific items are excluded from the Company’s non-GAAP financial measures:

• Amortization charges for acquired software technology are excluded because they result from prior acquisitions, rather than ongoing operations, and absent additional acquisitions, are expected to decline over time.

JDA Software Q3 2010 Earnings
Page 11

• Amortization charges for other intangibles are excluded because they are non-cash expenses, and while tangible and intangible assets support our business, we do not believe the related amortization costs are directly attributable to the operating performance of our business.

• Restructuring charges are significant non-routine expenses that cannot be predicted and typically relate to a change in our business model or to a change in our estimate of the costs to complete a plan to exit an activity of an acquired company. The exclusion of these charges promotes period-to-period comparisons and transparency. Such charges are primarily related to severance costs and/or the disposition of excess facilities driven by the changes to our business model.

• Stock-based compensation is not an expense that typically requires or will require cash settlement by the Company.

• Acquisition-related costs associated with the acquisition of i2 and the non-recurring transition costs to integrate the acquisition are significant non-routine expenses. Exclusion of these costs promotes period-to-period comparisons and transparency as we do not believe these costs are directly attributable to the operating performance of our business.

Material Limitations (and Compensation thereof) Associated with the Use of Non-GAAP Financial Measures

          Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company’s GAAP results. In the future, the Company expects to continue reporting non-GAAP financial measures excluding items described above and the Company expects to continue to incur expenses similar to the non-GAAP adjustments described above. Accordingly, exclusion of these and other similar items in our non-GAAP presentation should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

Some of the limitations in relying on non-GAAP financial measures are:

• Amortization of acquired technology and intangibles, though not directly affecting our current cash position, represent the loss in value as the technology in our industry evolves, is advanced or is replaced over time. The expense associated with this loss in value is not included in the non-GAAP net income presentation and therefore does not reflect the full economic effect of the ongoing cost of maintaining our current technological position in our competitive industry which is addressed through our research and development program.

• The Company may engage in acquisition transactions in the future. In addition, we incur other restructuring charges from time to time when necessary to adjust our business model. Restructuring related charges may therefore continue to be incurred and should not be viewed as non-recurring.

• Stock-based compensation is an important component of our incentive compensation arrangements and will be reflected as expenses in our GAAP results for the foreseeable future.

• Other companies, including other companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure.

          We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP financial measures only supplementally. We also provide reconciliations of each non-GAAP financial measure to our most directly comparable GAAP measure, and we encourage investors to review carefully those reconciliations.

Usefulness of Non-GAAP Financial Measures to Investors

          The Company believes that the presentation of these non-GAAP financial measures is warranted for several reasons. First, such non-GAAP financial measures provide investors and management an additional analytical tool for understanding the Company’s financial performance by excluding the impact of items which may obscure trends in the core operating performance of the business. Second, since the Company has historically reported non-GAAP results to the investment community, the Company believes the inclusion of non-GAAP numbers provides consistency and enhances investors’ ability to compare the Company’s performance across financial reporting periods.

JDA Software Group, Inc.
14400 N. 87^th Street
Scottsdale, Ariz. 85260