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): April 24, 2006

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

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

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

þ 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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.02. Results of Operations and Financial Condition.
	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

     On April 24, 2006, JDA Software Group, Inc., a Delaware corporation (“JDA”), Stanley Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of JDA (“Merger Sub”) and Manugistics Group, Inc., a Delaware corporation (“Manugistics”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), under which Merger Sub will be merged with and into Manugistics (the “Merger”), with Manugistics continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of JDA. The Merger Agreement has been unanimously approved by the Boards of Directors of both JDA and Manugistics.

     Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Manugistics would be converted into the right to receive $2.50 in cash. In addition, upon the consummation of the Merger, the vesting of each outstanding option and restricted stock award for the common stock of Manugistic will accelerate in full in connection with the Merger, and the holders of such equity awards will be entitled to receive $2.50 per share in the Merger, less the exercise price of such equity awards, if any. Consummation of the Merger is subject to several closing conditions, including the adoption of the Merger Agreement by the stockholders of Manugistics, the ability of the JDA to consummate certain financings in connection with the Merger, the receipt of regulatory approvals and the absence of certain governmental restraints. Dates for closing the Merger and for the Manugistics’ stockholders meeting to vote on the Merger have not yet been determined.

Financing Agreements

     On April 23, 2006, JDA entered into a Preferred Stock Purchase Agreement providing for the issuance of preferred stock of JDA to funds affiliated with Thoma Cressey Equity Partners (“Thoma Cressey”) for an aggregate purchase price of $50 million upon the consummation of the Merger (the “Preferred Stock Purchase Agreement”) and a Registration Rights Agreement, under which JDA has agreed to file a registration statement covering the resale of the shares of common stock underlying the issued preferred stock within 60 days after the closing of the Merger (the “Registration Rights Agreement”).

     Under the Stock Purchase Agreement, JDA has agreed to issue 50,000 shares of a newly created series of preferred stock which will be convertible into shares of common stock of JDA. The number shares of JDA common stock into which the preferred stock may be converted will be determined upon the closing of the financing and the Merger and will be based on the average trading price of JDA’s common stock for three days following April 24, 2006, limited by an assumed minimum stock price of $11.75 and maximum stock price of $15.75 per share. Accordingly, the number of common stock shares into which the preferred stock may be converted will range from approximately 3.2 million to 4.3 million. The obligations of JDA under the agreements entered into with Thoma Cressey described above are conditioned upon the closing of the Merger.

     Concurrently with the execution and delivery of the Merger Agreement, (i) JDA received a commitment letter (“Commitment Letter”) from Citicorp North America, Inc., Citigroup Global Markets Inc., UBS Loan Finance LLC and UBS Securities LLC to provide, subject to customary conditions, JDA with up to $225 million of debt financing, of which $175 million shall constitute term loans and up to $50 million shall constitute revolving loans and a letter of credit facility. The funds to be received by JDA pursuant to the transactions contemplated by the Commitment Letter and the Preferred Stock Purchase Agreement will be used to fund the obligations of JDA under the Merger Agreement, including the acquisition price and the repayment of Manugistic’s debt. JDA’s obligations under the Merger Agreement are subject to the consummation of the transactions contemplated by the Commitment Letter and the Preferred Stock Purchase Agreement and to JDA obtaining the financing contemplated thereby.

Voting Agreements

     Concurrently with the execution of the Merger Agreement, JDA entered into voting agreements (the “Voting Agreements”) with the directors and certain executive officers of Manugistics and with certain significant stockholders of Manugistics, pursuant to which such signatories have agreed to vote in favor of the Merger Agreement and against any other proposal or offer to acquire Manugistics. The Voting Agreements apply to all shares of Manugistic common stock held by the signatories at the record date for the relevant Manugistic stockholder meeting. The Voting Agreements restrict the transfer of shares by the signatories, except under certain limited conditions.

     JDA intends to file a copy of the Merger Agreement, the form of Voting Agreement, the Preferred Stock Purchase Agreement and the Registration Rights Agreement as exhibits to an amendment of this current report on Form 8-K. You are encouraged to read the Merger Agreement, the form of Voting Agreement, the Preferred Stock Purchase Agreement and Registration Rights Agreement for a more complete understanding of the transaction. The foregoing descriptions of the Merger Agreement, the form of Voting Agreement, the Preferred Stock Purchase Agreement and Registration Rights Agreement are qualified in their entirety by reference to the full text of the Merger Agreement, the form of Voting Agreement, the Preferred Stock Purchase Agreement, and Registration Rights Agreement.

     On April 24, 2006, JDA and Manugistics issued a joint press release announcing the execution of the Merger Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

     On April 24, 2006, JDA announced its final financial results for the quarter ended March 31, 2006 by issuing a press release and on the same date, held 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. 99.2 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.

Item 8.01. Other Events.

     JDA has posted a list of Frequently Asked Questions regarding the Merger and the transactions contemplated by the Merger to its website following the public announcement of the entry of the execution and delivery of the Merger Agreement. The full text of the Frequently Asked Questions is attached as Exhibit No. 99.3 to this Current Report on Form 8-K.

Information Not “Filed”

     The information in this Form 8-K and the Exhibits 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 it 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 operating income 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, and certain non-recurring charges that impact the comparability of one quarter to another, or the comparability of our performance to another company that is providing this type of supplemental information. The presentation is not intended to replace or to be displayed more prominently than our GAAP measurement of operating income and earnings per share. We have provided clear, concise disclosure to enable investors to reconcile the non-GAAP measures to the most directly comparable measure under GAAP.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
99.1	Joint press release dated April 24, 2006 (JDA Software to Acquire Manugistics Group, Inc.).
99.2	Press release dated April 24, 2006 (JDA Announces First Quarter 2006 Results).
99.3	Frequently Asked Questions

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.

	JDA Software Group, Inc.
Date: April 24, 2006
	By:	/s/ Kristin L. Magnuson
		Kristin L. Magnuson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release dated April 24, 2006 (JDA Software to Acquire Manugistics Group, Inc.).
99.2	Press release dated April 24, 2006 (JDA Announces First Quarter 2006 Results).
99.3	Frequently Asked Questions

EX-99.1

Exhibit 99.1

Ÿ
Ÿ JDA Software and Manugistics	Contact Information
Ÿ JOINT NEWS RELEASE	at End of Release
Ÿ

JDA Software to Acquire Manugistics

• JDA’s Largest Acquisition Will Create a Definitive Market Leader with more than 5,550 customers, Offering an Unparalleled Supply/Demand Chain Optimization Solution that Spans from Manufacturer’s Plant to Consumer

• Combined Company’s Revenues to Exceed $390 million across Multiple Vertically Connected Markets

• Substantial Synergies: Net Cost Savings of Combined Operations of $25 to $30 million

• Leading Private Equity Investor Thoma Cressey Equity Partners to Invest $50 Million in JDA Software

SCOTTSDALE, Ariz. and ROCKVILLE, Md. – April 24, 2006 – JDA^® Software Group Inc. (Nasdaq:JDAS) and Manugistics Group, Inc. (Nasdaq: MANU) today announced the signing of a definitive agreement for JDA to acquire all of the outstanding equity of Manugistics, a leading global provider of synchronized supply chain and revenue management solutions for approximately $211 million in cash, or $2.50 per share. By combining the two companies, JDA will establish a unique competitive position as the market-leading, vertically focused solutions provider to the global demand chain: manufacturers, wholesalers, distributors and retailers. Based on each company’s latest fiscal year results, the combined company would have had annual revenues in excess of $390 million and should benefit from significant recurring revenues with more than $170 million of annual maintenance revenue.

     According to JDA CEO Hamish Brewer, the Manugistics acquisition will create new sales opportunities for JDA and Manugistics throughout the demand chain.

     “No other software company will be able to offer a similar breadth and depth of solutions to the very large, vertically focused demand chain market,” commented Brewer. “This deal is as close to a perfect match as you can get for an acquisition of this size. Only JDA can bring the product, market and industry leadership proposition that will position Manugistics for a new era of growth. Manugistics brings advanced new optimization solutions to JDA’s retail customers and substantially expands JDA’s presence with consumer goods manufacturers and wholesalers. This combination translates into substantial synergies that will transform JDA’s earnings power over time,” said Brewer, who will serve as CEO of the combined company.

     “After extensive due diligence, we believe that merging with JDA is the best path forward for all of our stakeholders,” commented Manugistics CEO Joe Cowan. “By joining with JDA we can ensure that our customers will be able to count on a supply chain leader with the financial strength to extend and enhance

our best of breed solutions and services globally. We look forward to being part of a financially sound company with a solid balance sheet and proven business model.”

Thoma Cressey Equity Partners to Invest $50 Million in JDA Software

     JDA’s track record of successfully integrating sophisticated enterprise software companies has attracted the endorsement and financial backing of Thoma Cressey, an experienced enterprise software investor with approximately $2 billion in equity under management. In connection with this transaction, Thoma Cressey plans to invest $50 million in JDA Software in the form of convertible preferred stock based on the average price of JDA’s stock for three days following this announcement and subject to a minimum stock price of $11.75 and a maximum stock price of $15.75. This investment will close concurrent with, and is contingent upon, the closing of the Manugistics transaction.

     “JDA has an impressive history of transforming enterprise software companies into profitable businesses in the demand chain industry by staying focused on execution, profitability and cash generation,” said Orlando Bravo, managing partner at Thoma Cressey, who will join JDA’s Board of Directors.

     “JDA’s combination with Manugistics has promising long-term growth potential and first rate operating metrics while providing the market with a real alternative to the generalist horizontal providers,” added Bravo.

Snapshot of Combined Company

     By combining JDA and Manugistics, the resulting company will have significantly improved operating leverage and a strong financial position. The synergies in operations, general, administrative and infrastructure resulting from this combination are expected to produce annual cost savings of $25 to $30 million dollars within the first twelve months after closing.

     “JDA will finance this acquisition by taking on a moderate amount of debt, which is the best approach to avoid equity dilution and maximize shareholder value,” commented Kris Magnuson, JDA’s executive vice president and chief financial officer who will retain her position post acquisition. “Two lenders, Citigroup and UBS Investment Bank, are financing a portion of the purchase price.”

($ in Millions)	JDAS	Manugistics		Combined
	(TTM ended	(fiscal year ended		Company
	March 31, 2006)	February 28, 2006) *Preliminary unaudited Results		(Before Synergies)
Revenues:
Software	$55.4		$26.6 to $27.6		$82.0 to 83.0
Maintenance	86.4		$86.1 to $86.6		$172.5 to 173.0
Services	71.6		$61.5 to $62.5		$133.1 to $134.1
TOTAL REVENUES	$213.4		$174.2 to $176.7		$387.6 to $390.1
Operating Inc. (loss)	$1.9	$(9.5) to $(11.5)		$(7.6) to $(9.6)
Net Income (loss)	$6.7	$(12.0) to $(14.0)		$(5.3) to $(7.3)
Cash Flow from Ops	$19.8		$14.0 to $15.0		$33.8 to $34.8
EBITDA(1)	$30.0		$20.0		$50.0
Employees	1,055		761		1,820
Customers	4,900+		800+		5,550

     ⁽¹⁾ See attached reconciliation of Non-GAAP measures of Performance.

Terms of the Transaction

     The transaction equity value is approximately $211 million or $2.50 per share for the shareholders of Manugistics. In addition to both companies’ existing cash at closing and the $50 million investment from Thoma Cressey, JDA has received a commitment from Citigroup Global Markets and UBS Investment Bank to finance the cash consideration for the acquisition, to retire Manugistics’ existing debt and to provide for the ongoing working capital and general corporate needs of JDA. The commitment provides for up to $175 million in term loans and up to $50 million in revolving loans on customary terms and conditions.

     Completion of the merger, which is expected to close in the second or third quarter of calendar year 2006, is subject to the approval of Manugistics stockholders, expiration or termination of the applicable Hart-Scott-Rodino waiting periods, and other regulatory and customary conditions.

     With regard to this transaction Citigroup, the leading global financial services company, is acting as exclusive financial advisor to JDA; Lehman Brothers, an innovator in global finance, is acting as financial advisor to Manugistics; and UBS, a worldwide financial services firm, is acting as financial advisor to Thoma Cressey

Conference Call and Webcast Information Today’s Announcements

     JDA will host a conference call and Webcast at 4:45 pm Eastern today to discuss the pending acquisition of Manugistics and its first quarter 2006 earnings results. To participate in the call, dial 1-800-921-9431 (United States) or 1-973-935-8505 (International) and ask the operator for the “JDA Software Group First Quarter 2006 Earnings Release Conference Call.” A replay of the conference call will begin Monday,

April 24, 2006 at 6:45 pm (Eastern) and will end on May 24, 2006 at 12:00 pm (Eastern). You can hear the replay by dialing 1-877-519-4471 (United States) or 1-973-341-3080 (International) using pin number 7194044.

     To participate in the live Webcast of the call, which will include a presentation, visit the following web page at the time of the conference call: http://viavid.net/dce.aspx?sid=00002F09. A replay of the Webcast will be available approximately ten minutes after the conclusion of the event.

About Manugistics (Pre Acquisition)

     Manugistics powers the synchronized supply chain. Clients depend on Manugistics to position them one step ahead of demand. With Manugistics’ unparalleled supply chain and revenue management solutions, clients achieve improved forecast and inventory accuracy and leverage industry leading pricing and yield management solutions to maximize profits while ensuring optimum supply for constantly changing demand. Its clients include industry leaders such as Boeing, Canadian Tire, Cingular, Circuit City, Coca-Cola Bottling, Coty International, DHL, Diageo, Dixons, DuPont, Eurostar Group Ltd., Georgia-Pacific, Great North Eastern Railway (GNER), Harley-Davidson, Harrah’s Entertainment, H.J. Heinz, L.L. Bean, Limited Brands, Kraft Foods, Marriott, McCormick, Nestle, RadioShack, The Scotts Company, Sears, Roebuck & Co., Sinotrans, Unilever and Wickes Building Supplies. For more information, visit www.manugistics.com.

About JDA Software Group, Inc. (Pre Acquisition)

     JDA^® Software Group, Inc. (Nasdaq:JDAS) is the global leader in helping more than 4,900 retail, manufacturing and wholesale customers in 60 countries realize real demand chain results. By capitalizing on its market position and financial strength, JDA commits significant resources to advancing the JDA Portfolio^® suite of demand chain solutions. JDA Portfolio software enables high performance planning, promoting, flowing, pricing, managing and selling of finished goods from the supplier warehouse to the consumer. With offices in major cities around the world, JDA employs the industry’s most experienced demand chain experts to develop, deliver and support its solutions. For more information, visit www.jda.com, email info@jda.com or call 1-800-479-7382.

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

     This press release contains certain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 about JDA Software Group, Inc. (“JDA”), Manugistics Group, Inc. (“Manugistics”) and the combined company after completion of the transactions. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not

statements of historical facts. These statements include, but are not limited to, statements related to the benefits and synergies of the transaction between JDA and Manugistics and the future financial performance of the combined company. These forward-looking statements are based on information available to JDA and Manugistics as of the date of this press release, current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties are difficult to predict and generally beyond the control of JDA and Manugistics, including: the requirement that Manugistics’ stockholders must approve the transaction; the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement entered into by JDA and Manugistics; the variable demand and competitive landscape in the market for the companies’ products; the reaction to customers of both companies to the transaction; JDA’s ability to successfully integrate Manugistics’ operations and employees; and the costs associated with the transaction and JDA’s ability to manage its expenses following the closing. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in JDA’s Annual Report on Form 10-K as filed with the SEC on March 16, 2006 and Manugistics’ Annual Report on Form 10-K as filed with the SEC on June 28, 2005 and Quarterly Report on Form 10-Q for the third quarter ended November 30, 2005 as filed with the SEC on January 9, 2006. These forward-looking statements should not be relied upon as representing JDA’s views as of any subsequent date and neither undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

Caution Required by Certain SEC Rules

     In connection with the proposed transaction, Manugistics has agreed to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Proxy Statement soliciting approval for the proposed transaction. The Proxy Statement will contain important information about the proposed transaction and related matters. Investors and stockholders are urged to read the Proxy Statement carefully when it is available. The Proxy Statement will be mailed to the stockholders of Manugistics. Investors and security holders may obtain fee copies of this document (when it is available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to Manugistics’ Investor Relations page on its corporate website at www.manugistics.com.

     Manugistics and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Manugistics in connection with the transaction described

herein. Information regarding the special interests of Manugistics’ directors and executive officers will be included in the Proxy Statement described above. Additional information regarding these directors and executive officers is also set forth in Manugistics’ proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on June 28, 2005 and Annual Report on Form 10-K filed with the SEC on March 16, 2005. These documents are available free of charge at the SEC’s web site at www.sec.gov. Manugistics’ filings are available free of charge on Manugistics’ corporate website at www.manugistics.com on its investor relations page or by telephone as listed below.

     JDA may be deemed to have participated in the solicitation of proxies from the stockholders of Manugistics in favor of the proposed transaction described herein. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2006 and Annual Report on Form 10-K filed with the SEC on March 16, 2005 These documents are available free of charge at the SEC’s web site at www.sec.gov. JDA’s filings are available free of charge on JDA’s corporate website at www.jda.com on its investor relations page or by telephone as listed below.

JDA Investor Relations Contact:
Kris Magnuson, EVP/CFO
480-308-3000

JDA Public Relations Contact:
Maureen N. Tuskai, Sr. Director, Corporate Communications
m.tuskai@jda.com
480-308-3233

Manugistics Public Relations Contact
Sheila Blackwell, Vice President, Communications & Marketing
sblackwell@manu.com
301-255-5486

Manugistics Investor Relations Contact
Nate Wallace, Vice President, Investor Relations
nate@manu.com
301-255-5059

NON-GAAP MEASURES OF PERFORMANCE
(in millions)

	JDAS			Manugistics		Combined
	(TTM Ended			(Fiscal year ended		Company (Before
	March 31, 2006)			February 28, 2006) *Preliminary unaudited Results		Synergies)
ADJUSTED EBITDA (Earnings before interest, taxes, depreciation and amortization)
Net Income (Loss) (GAAP BASIS)	$	6.7		$(12.0) to $(14.0)		$(5.3) to $(7.3)
Add back:
Income tax provision (benefit)		(1.8	)	(3.0) to (4.0)			(4.8) to (5.8)
Depreciation and amortization		17.3		27.0 to 28.0			44.3 to 45.3
Restructuring charges		.9		3.0 to 4.0			3.9 to 4.9
Impairment of Goodwill		9.7			—		9.7
Impairment of Intangibles		.2		3.0 to 4.0			3.2 to 4.2
Deduct:
Other Income (expense)		(3.0	)	5.0 to 6.0			2.0 to 3.0
Capitalized R&D Expense		—		(3.0) to (4.0)			(3.0) to (4.0)
ADJUSTED EBITDA	$	30.0		$	20.0	$	50.0

EX-99.2

Exhibit 99.2

•
•

•  JDA Software Group, Inc.
•  NEWS RELEASE
•

JDA Investor Relations Contacts:
Lawrence Delaney, Jr., The Berlin Group
Tel: 714-734-5000; larry@berlingroup.com

Kristen L. Magnuson, Executive Vice President & Chief Financial Officer, JDA Software Group, Inc.
Tel: 480-308-3000

JDA Announces First Quarter 2006 Results

Scottsdale, Ariz. – April 24, 2006 – JDA^® Software Group, Inc. today announced financial results for the first quarter ended March 31, 2006. JDA reported total revenues of $47.9 million and software revenues of $7.1 million for first quarter 2006, compared to total revenues of $50.3 million and software revenues of $10.2 million for first quarter 2005.

     JDA reported GAAP net income for first quarter 2006 of $0.02 per share, as compared to a GAAP net income of $0.02 per share in first quarter 2005. The Company reported adjusted non-GAAP earnings for first quarter 2006 of $0.06 per share, which excludes amortization of acquired software technology and intangibles and a discrete tax item benefit resulting from a change in estimate, as compared to adjusted non-GAAP earnings per share of $0.08 for first quarter 2005, which excluded amortization of acquired software technology and intangibles, a restructuring charge and adjustments to acquisition-related reserves, and discrete tax item benefits.

     “The first quarter was a disappointing start to 2006 with a significant number of deals failing to close in our projected timeframe,” commented Hamish Brewer, JDA Chief Executive Officer. “During first quarter we closed some deals that slipped out of the fourth quarter 2005. However, most of those fourth quarter deals remain open in second quarter and we have added some new deals that slipped during first quarter to our list. We are retaining our annual guidance for software, total revenue and earnings growth in 2006 based on this continued pipeline of deals.”

FIRST QUARTER 2006 HIGHLIGHTS

• Licensing of Next Generation Products: JDA signed two new agreements with existing customers in first quarter for its next generation applications on the PortfolioEnabled^® framework. South African retailer Mr. Price Group Limited signed for Portfolio Replenishment Optimization by E3^® and Enterprise Planning by Arthur^®. US-based specialty retailer Hot Topic licensed Enterprise Planning by Arthur.

• Regional Sales Activity: The Americas closed $5.3 million in software license deals in first quarter 2006, compared to $10.2 million in fourth quarter 2005 and $6.5 million in first quarter 2005. Europe, Middle East and Africa closed $1.7 million in software license deals in first quarter 2006, compared to $2.8 million in fourth quarter 2005 and $3.0 million in first quarter 2005. Asia Pacific

-more-

closed $131,000 in software license deals in first quarter 2006, compared to $2.5 million in fourth quarter 2005 and $782,000 in first quarter 2005.

• Kohl’s and Grupo Elektra among Closed Deals: JDA signed 59 new software deals during the first quarter, including five deals for two or more JDA Portfolio software applications and one deal greater than $1 million. Current customers that signed licenses in first quarter 2006 include: Grupo Elektra, S.A. de C.V., Kohl’s Department Stores, Inc., Charlotte Russe Holdings, Inc. and VIP Discount Auto Center.

• Strong Cash Generation: JDA ended first quarter 2006 with $118.0 million in cash and marketable securities as compared to $111.5 million at December 31, 2005. JDA generated $5.1 million in cash flow from operations during first quarter 2006 as compared to $5.8 million in first quarter 2005. DSOs were 81 days at the end of first quarter 2006, compared to 69 days at the end of fourth quarter 2005.

Conference Call and Webcast Information for Today’s Announcements

     JDA will host a conference call and web cast at 4:45 pm Eastern today to discuss the pending acquisition of Manugistics Group, Inc. and first quarter 2006 earnings results. To participate in the call, dial 1-800-921-9431 (United States) or 1-973-935-8505 (International) and ask the operator for the “JDA Software Group First Quarter 2006 Earnings Release Conference Call.” A replay of the conference call will begin Monday, April 24, 2006 at 6:45 pm (Eastern) and will end on May 24, 2006 at 12:00 pm (Eastern). You can hear the replay by dialing 1-877-519-4471 (United States) or 1-973-341-3080 (International) using pin number 7194044.

     To participate in the live Web cast of the call, which will include a presentation, visit the following web page at the time of the conference call: http://viavid.net/dce.aspx?sid=00002F09. A replay of the Web cast will be available approximately 10 minutes after the conclusion of the event.

ABOUT JDA SOFTWARE

     JDA^® Software Group, Inc. (Nasdaq:JDAS) is the global leader in helping more than 4,900 retail, manufacturing and wholesale customers in 60 countries realize real demand chain results. By capitalizing on its market position and financial strength, JDA commits significant resources to advancing the JDA Portfolio^® suite of demand chain solutions. JDA Portfolio software enables high performance planning, promoting, flowing, pricing, managing and selling of finished goods from the supplier warehouse to the consumer. With offices in major cities around the world, JDA employs the industry’s most experienced demand chain experts to develop, deliver and support its solutions. For more information, visit jda.com, email info@jda.com or call 1-800-479-7382.

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

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. Such forward-looking statements include Mr. Brewer’s statement that JDA will retain its annual guidance for software, total revenue and earnings growth in 2006 based on its continued pipeline of deals. Future events may involve risks and uncertainties, including, but not limited to, uncertainties inherent in predicting closure of software transactions and future earnings results, particularly in volatile markets and industries such as our own, as well as the risk of increased competition and other risks detailed from time to time in the “Risk Factors” section 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.

“JDA” and “JDA Portfolio” are trademarks or registered trademarks of JDA Software Group. Any trade, product or service name referenced in this document using the name “JDA” is a trademark and/or property of JDA Software Group. All other trade, product, or service names referenced in this release may be trademarks or registered trademarks of their respective holders’.

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

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

	March 31,			December 31,
	2006			2005
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	71,002		$	71,035
Marketable securities		47,024			40,472
Total cash, cash equivalents and marketable securities		118,026			111,507
Accounts receivable, net		43,067			42,415
Deferred tax asset		4,165			4,361
Prepaid expenses and other current assets		9,366			8,142
Promissory note receivable		—			1,213
Total current assets		174,624			167,638
Property and Equipment, net		42,027			42,825
Goodwill		60,531			60,531
Other Intangibles, net:
Customer lists		23,882			24,775
Acquired software technology		14,486			15,739
Trademarks		2,391			2,391
		40,759			42,905
Deferred Tax Asset		16,690			16,673
Total assets	$	334,631		$	330,572
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,819		$	1,768
Accrued expenses and other liabilities		16,221			18,677
Income tax payable		746			1,386
Deferred revenue		32,117			26,775
Total current liabilities		50,903			48,606
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 2,000,000 shares; none issued or outstanding		—			—
Common stock, $.01 par value; authorized, 50,000,000 shares; issued 30,334,092 and 30,222,983 shares, respectively		303			302
Additional paid-in capital		258,986			257,816
Deferred compensation		(720	)		(725	)
Retained earnings		39,459			38,972
Accumulated other comprehensive loss		(1,042	)		(1,188	)
		296,986			295,177
Less treasury stock, at costs, 1,165,547 and 1,162,202 shares, respectively		(13,258	)		(13,211	)
Total stockholders’ equity		283,728			281,966
Total liabilities and stockholders’ equity	$	334,631		$	330,572

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

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share data, unaudited)

	Three Months Ended
	March 31,
	2006			2005
REVENUES:
Software licenses	$	7,143		$	10,217
Maintenance services		21,653			21,706
Product revenues		28,796			31,923
Consulting services		17,408			16,914
Reimbursed expenses		1,649			1,414
Service revenues		19,057			18,328
Total revenues		47,853			50,251
COST OF REVENUES:
Cost of software licenses		392			225
Amortization of acquired software technology		1,253			1,299
Cost of maintenance services		5,963			5,613
Cost of product revenues		7,608			7,137
Cost of consulting services		12,054			12,951
Reimbursed expenses		1,649			1,414
Cost of service revenues		13,703			14,365
Total cost of revenues		21,311			21,502
GROSS PROFIT		26,542			28,749
OPERATING EXPENSES:
Product development		10,758			11,676
Sales and marketing		8,216			9,402
General and administrative		6,965			5,529
Amortization of intangibles		893			849
Restructuring charge and adjustments to acquisition-related reserves		—			1,559
Total operating expenses		26,832			29,015
OPERATING LOSS		(290	)		(266	)
Other income, net		930			516
INCOME BEFORE INCOME TAX PROVISION (BENEFIT)		640			250
Income tax provision (benefit)		153			(453	)
NET INCOME	$	487		$	703
BASIC EARNINGS PER SHARE	$	.02		$	.02
DILUTED EARNINGS PER SHARE	$	.02		$	.02
SHARES USED TO COMPUTE:
Basic earnings per share		29,105			29,152
Diluted earnings per share		29,674			29,526

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

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

	Three Months
	Ended March 31,
	2006			2005
NON-GAAP OPERATING INCOME
Operating loss (GAAP BASIS)	$	(290	)	$	(266	)
Adjustments for non-GAAP measures of performance:
Amortization of acquired software technology		1,253			1,299
Amortization of intangibles		893			849
Restructuring charge and adjustments to acquisition-related reserves		—			1,559
Adjusted non-GAAP operating income	$	1,856		$	3,441
NON-GAAP OPERATING INCOME, as a percentage of revenue
Operating loss (GAAP BASIS)		(1	%)		(1	%)
Adjustments for non-GAAP measures of performance:
Amortization of acquired software technology		3	%		3	%
Amortization of intangibles		2	%		2	%
Restructuring charge and adjustments to acquisition-related reserves		—	%		3	%
Adjusted non-GAAP operating income		4	%		7	%
NON-GAAP EARNINGS (LOSS) PER SHARE
Diluted earnings per share (GAAP BASIS)	$	.02		$	.02
Adjustments for non-GAAP measures of performance, net of tax:
Amortization of acquired software technology		.03			.03
Amortization of intangibles		.02			.02
Restructuring charge and adjustments to acquisition-related reserves		—			.03
Discrete tax item benefits		(.01	)		(.02	)
Adjusted non-GAAP diluted earnings per share	$	.06		$	.08
Shares used to compute diluted earnings per share amounts (GAAP BASIS)		29,674			29,526
Shares used to compute adjusted non-GAAP diluted earnings per share amounts		29,674			29,526
CASH FLOW INFORMATION
Net cash provided by operating activities	$	5,067		$	5,841
Net cash used in investing activities:
Net purchase of marketable securities	$	(6,526	)	$	(427	)
Purchase of other property and equipment		(742	)		(1,579	)
Payments received on promissory note receivable		1,213			1,052
Other, net		(106	)		(104	)
	$	(6,161	)	$	(1,058	)
Net cash (used in) provided by financing activities:
Issuance of common stock – equity plans	$	894		$	649
Purchase of treasury stock		(47	)		(2,151	)
Other, net		6			(11	)
	$	853		$	(1,513	)

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

EX-99.3

Exhibit 99.3

JDA Software Group
Frequently Asked Questions
Related to JDA’s ending Acquisition of Manugistics Group, Inc.
Prepared: April 24, 2006

FOR EXTERNAL DISTRIBUTION

On April 24, 2006, JDA^® Software Group Inc. (Nasdaq:JDAS) and Manugistics Group, Inc. (Nasdaq: MANU) announced the signing of a definitive agreement for JDA to acquire all of the outstanding equity of Manugistics, a leading global provider of synchronized supply chain and revenue management solutions for approximately $211 million in cash, or $2.50 per share. By combining the two companies, JDA will establish a unique competitive position as the market-leading, vertically focused solutions provider to the global demand chain: manufacturers, wholesalers, distributors and retailers.

The purpose of this document is to provide consistent, factual answers to Frequently Asked Questions related to the pending acquisition. JDA and Manugistics senior management have verified the information contained within this document.

Section	Topics Covered	Page
1	Vision for Acquisition and Expected Benefits	2
2	Transaction Terms & Thoma Cressey Equity Partners Investment	4
3	Initial Plans for the Combined Product Offering	6
4	Next Steps Until the Acquisition Closes	7
5	Update Specifically for Employees	8
Appendix	Pre Acquisition Fact Sheet of JDA	10
1
Appendix	Pre Acquisition Fact Sheet of Manugistics	11
2
Appendix	Legal Legends	13
3

After you have read this FAQ, please note the additional language that we have added at the end regarding forward-looking statements and additional information that will be available in the future regarding the pending merger.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 1
All Rights Reserved

External FAQ: JDA’s Pending Acquisition of Manugistics

Section 1: Vision for Acquisition and Expected Benefits

1. Why is JDA acquiring Manugistics?

JDA believes that the pending acquisition of Manugistics represents a near perfect match with our stated strategic objectives to gain additional scale, expand our strong leadership in demand chain solutions and extend our advanced optimization expertise across the entire demand chain. Upon closing of the deal, no other software company will be able to offer a similar breadth and depth of solutions to the very large, vertically focused demand chain market: manufacturers, wholesale-distributors and retailers.

Only JDA can bring the product, market and industry leadership proposition that will position Manugistics for a new era of growth. Conversely, Manugistics brings advanced new optimization solutions to JDA’s retail customers and substantially expands JDA’s presence with consumer goods manufacturers and wholesalers.

This alignment translates into substantial synergies that will transform JDA’s earnings power over time. By combining the power of JDA and Manugistics, the demand chain just got better!

2. How will JDA improve its competitive position by acquiring Manugistics?

JDA will further extend its leadership position by creating a clearly differentiated company and vertically focused offering that no other vendor can rival. The combined company will be able to offer:

• Collective experience in demand chain optimization—more than 40 combined years pioneering innovative ways to solve the most complex demand chain problems of manufacturers, wholesalers, distributors and retailers.

• Unparalleled solution from the manufacturer’s plant, through distribution, to an end customer or a retailer’s shelf:

• JDA is the proven leader in demand chain optimization and execution from finished goods to customer

• Manugistics is the proven leader in supply chain planning, optimization and management from raw materials to customer.

• Proven results with a combined base of more than 5,550 retailers, wholesalers, distributors and manufacturers.

3. How will JDA expand its product suite with the addition of Manugistics products?

JDA will offer a more comprehensive solution, unmatched in the industry, that connects optimized, high-level strategy with efficient daily execution in real-time for these synchronized processes.

• Selecting products

• Sourcing and manufacturing products & materials

• Planning, sequencing, and scheduling production

• Managing order promising

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 2
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External FAQ: JDA’s Pending Acquisition of Manugistics

• Optimizing the placement of product in the supply/distribution network

• Optimizing product space allocations

• Optimizing pricing and revenue

• Managing promotions

• Replenishing and allocating

• Managing store operations

• Managing labor

• Optimizing transportation

• Synchronizing sales and operations plans

• Providing collaboration across the extended enterprise

4. How will this pending acquisition improve JDA’s revenue/growth potential?

JDA will gain a wealth of selling opportunities with more than 150 shared JDA/Manugistics retail and manufacturing customers and more than 650 new Manugistics customers joining JDA’s base of more than 4,900 retailers, manufacturers, wholesalers and distributors. JDA expects to boost revenues in these areas:

• Benefit from significant recurring revenues with more than $170 million of contracted maintenance revenue (based on each company’s latest fiscal year results).

• Win more deals by offering a more complete and compelling product suite throughout the demand chain.

• Will eliminate vendor financial viability concerns for the prospects in Manugistics’ pipeline.

5. Why is Manugistics selling the company?

After extensive due diligence, Manugistics believes that the combination of Manugistics and JDA will offer the most valuable path forward for its customers, shareholders and employees. In an industry that continues to consolidate, size and financial strength matter. By joining with JDA, Manugistics will be part of a financially sound company with a solid balance sheet and proven business model. Customers will be able to count on a supply chain leader with the financial strength — backed by combined revenues of approximately $390 million — to extend and enhance the supply chain execution and management solutions that only the newly combined company is positioned to deliver.

6. How will customers benefit from the combined company?

JDA plans to build on both companies’ track record of delivering proven results and speed to value to its combined base of more than 5,550 retailers, wholesale-distributors and manufacturers. The combined solution suite will deliver excellence in localized planning, continuous optimization and flawless execution. Here’s a preview:

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 3
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External FAQ: JDA’s Pending Acquisition of Manugistics

• JDA plans to increase its investment in product development to address the significant profit drivers for a demand chain company: inventory, pricing, labor and transportation. With this increased focus and investment, JDA can better position users to more efficiently and intelligently meet and anticipate the dynamic and demand-driven requirements of their customers to fully realize revenue and profit goals.

• As delivered JDA’s next generation Strategic Demand Management Solution will combine advanced optimization, leading technologies and proven capabilities from both JDA’s and Manugistics’ product suites to enable these outcomes:

• Better demand intelligence

— Visibility & insight, predictability, responsiveness, decision making

• Better customer service

— Right product, right place, right price, right time

• Better profitability

— Decreased transportation costs

— Decreased investment in inventory

— Increased production efficiency

• Better margins

— Price optimization

— Promotion optimization

• Better demand chain collaboration

— Synchronized and aligned decision making

• JDA wants to improve Manugistics customers’ satisfaction ratings and plans to increase resources in its Customer Support organization as appropriate. Over the past twelve months 93% of JDA maintenance customers rated themselves as satisfied or very satisfied with issue resolution by JDA’s Customer Support Services team. JDA’s goal is to achieve the same excellent operating metrics with customers using Manugistics products.

SECTION 2: Transaction Terms & Thoma Cressey Investment

1. What are the terms of the transaction?

The transaction equity value is approximately $211 million or $2.50 per share for the shareholders of Manugistics. In addition to both companies’ existing cash at closing and the $50 million investment from Thoma Cressey, JDA has received a commitment from Citigroup Global Markets and UBS Investment Bank to finance the cash consideration for the acquisition, to retire Manugistics’ existing debt and to provide for the ongoing working capital and general corporate needs of JDA. The commitment provides for up to $175 million in term loans and up to $50 million in revolving loans and a letter of credit facility. The $50 million revolving credit facility (including the letter of credit facility) will provide JDA with additional

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 4
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External FAQ: JDA’s Pending Acquisition of Manugistics

financial flexibility following the transaction. The financing commitments from Citigroup and UBS are subject to customary terms and conditions.

Completion of the merger, which is expected to close in the second or third quarter of calendar year 2006, is subject to the approval of Manugistics’ stockholders, expiration or termination of the applicable Hart-Scott-Rodino waiting periods, and other regulatory and customary conditions.
With regard to this transaction Citigroup, the leading global financial services company, is acting as exclusive financial advisor to JDA; Lehman Brothers, an innovator in global finance, is acting as financial advisor to Manugistics; and UBS, a worldwide financial services firm, is acting as financial advisor to Thoma Cressey

2. Why did JDA take on debt to acquire Manugistics?

JDA will finance a portion of this transformative transaction by incurring a moderate amount of debt. Under the circumstances, JDA believes this is the best approach to minimize equity dilution and maximize shareholder value. After significant due diligence, two recognized lenders, Citigroup and UBS Investment Bank, are financing a portion of the purchase price. JDA has earned their confidence based upon the deal’s prospects and our proven ability to generate cash from operations.

3. What kind of company is Thoma Cressey?

Private equity firm Thoma Cressey Equity Partners (TCEP) has been investing in industry-leading businesses for nearly 30 years. Since its origins in 1980, TCEP has invested more than $2 billion in equity through a series of eight private equity funds.

A major part of TCEP’s investment focus is on the Software sector. Over the past five years, the firm has invested in software companies with more than $350 million in combined earnings before interest, taxes, depreciation and amortization (EBITDA), and in transactions with aggregate values totaling nearly $2 billion. Through these investments, TCEP has emerged as a leading private equity investor in the Enterprise Software and Application Software industries.

In conjunction with the management teams of TCEP’s software portfolio companies, the firm looks to add value to its portfolio companies through a combination of operational improvements and complementary add-on acquisitions. As such, TCEP seeks opportunities with characteristics that make the execution of this strategy possible. Specifically, the firm looks for industry leading businesses with seasoned management teams, a high level of recurring revenues and a mission-critical product in industries that lend themselves to consolidation. In addition to its focus on Enterprise and Application Software, TCEP’s other areas of interest include the Financial Technology, Systems Management and Technical Software industries. For more information, visit www.thomacressey.com.

4. What are the details behind TCEP Investment in JDA?

JDA’s track record of successfully integrating sophisticated enterprise software companies attracted the attention of Orlando Bravo, a managing partner at TCEP. Bravo believes that JDA’s acquisition of Manugistics has promising long-term growth potential and first rate

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 5
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External FAQ: JDA’s Pending Acquisition of Manugistics

operating metrics while providing the market with a real alternative to the generalist horizontal providers.

In connection with the Manugistics transaction, TCEP plans to invest $50 million in JDA Software in the form of convertible preferred stock based on the average price of JDA’s stock for three days following the announcement and subject to a minimum stock price of $11.75 and a maximum stock price of $15.75. This investment will close concurrent with, and is contingent upon, the closing of the Manugistics transaction.

Bravo, who has led software industry investments totaling approximately $300 million in equity capital over the past three years, will join JDA’s Board of Directors. Bravo formerly served as Chairman of Prophet 21, Inc. and currently serves as a Director of Made2Manage Systems, Inc and Datatel, Inc. He received an MBA degree from the Stanford Graduate School of Business, a law degree from Stanford Law School and undergraduate degrees in Economics and Government from Brown University.

SECTION 3: Initial Plans for the Combined Product Offering

1. How will the product direction be determined under the combined company?

JDA will combine Manugistics’ product organization into one global product management function. What’s exciting is that the two companies share a long history of actively addressing real-world customer requirements. Both JDA and Manugistics formally call upon Advisory Boards, Users Group Officers and Special Interest Group leaders to gain relevant insight on how to better innovate, serve and support them. We also both share a commitment to continually deliver added value to our customers through product enhancements and innovative, new solutions.

2. How will JDA bring together products developed on different platforms?

After extensive due diligence and analysis from both teams, JDA is confident in the combined company’s ability to deliver on a long-term product plan for a combined product offering. JDA plans to bring together solutions that have been written in J2EE (Manugistics products) and .NET (JDA products on the PortfolioEnabled framework) so that the end user will benefit from a single, unified user interface. Plans include:

• Leverage latest advanced technologies to deliver a world-class combined offering without a major rewrite of software code.

• Reaffirm our strategic long-term commitment to Microsoft by:

• Extending database support for Manugistics products to include SQL Server 2005.

• Changing the user interface for Manugistics applications to JDA’s ..NET based smart client providing a seamless user experience across the combined solution suite.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 6
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External FAQ: JDA’s Pending Acquisition of Manugistics

3. How will Manugistics products align within the JDA Portfolio suite?

JDA plans to realize speed to market in delivering a next generation Strategic Demand Management Solution for manufacturers, wholesalers, distributors and retailers by adding key new applications and strengthening existing Portfolio capabilities with Manugistics products.

JDA plans to ...

• Strengthen Portfolio Replenishment & Allocation suite with Manugistics Demand Forecasting and Fulfillment Application suites.

• Strengthen Portfolio Revenue Management suite with Manugistics Price and Revenue Optimization applications.

• Strengthen Portfolio Collaborative Solutions with Manugistics Collaborative Planning and Sales & Operating Planning applications.

• Strengthen Portfolio Analytic Solution with Manugistics Visibility and Performance Management applications.

• Add new capabilities with Manugistics Transportation and Logistics solution.

• Add new capabilities for manufacturing processes with Manugistics Supply Management Suite.

• Add new supply chain planning capabilities with Manugistics Network Design and Optimization applications.

4. Will JDA retain the Manugistics product brand?

Yes. JDA recognizes that the Manugistics brand is highly recognized and valued in the market. We plan to maintain the brand and leverage its strength with customers throughout the demand chain and in particular with manufacturers and wholesalers.

Retaining the Manugistics brand is consistent with JDA’s past practice that has been proven successful with other acquisitions.

SECTION 4: NEXT STEPS UNTIL THE ACQUISITION CLOSES

1. What are the next steps between the announcement date of April 24, 2006 and the close of the acquisition, expected to be in two to three months?

JDA and Manugistics executives are excited about the pending transaction and the expected benefits that it will bring to our combined customers, shareholders and employees. JDA and Manugistics executives will meet to develop transition plans for the newly combined company. Our companies share a commitment to work through the transitional details and any inevitable issues as efficiently and with as minimal disruption as possible. This will include forming a communications link between the JDA and Manugistics executive leadership teams. Please follow the typical communications protocol within your organization to have any questions answered.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 7
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External FAQ: JDA’s Pending Acquisition of Manugistics

We appreciate everyone operating in a “business as usual” mode while managing your daily priorities. In particular, we ask that you remain focused on the needs of our customers and prospects.

2. Can another company bid for Manugistics?

JDA signed a binding, definitive merger agreement with Manugistics on April 24, 2006. There is always the chance that another company may make an offer while the acquisition is still pending and that Manugistics’ Board may decide not to conclude the transaction with JDA or the stockholders of Manugistics decide not to approve the transaction.

If either Manugistics or JDA terminates the transaction under certain circumstances, Manugistics may be required to pay JDA a transaction termination fee. If a fee is payable, such fee would either be $9.75 million or $4.875 million depending on the circumstances of the termination.

SECTION 5: Update Specifically for Employees

1. How will this acquisition benefit employees?

JDA values the deep intellectual capital of the two companies’ employees. JDA and Manugistics executives look forward to bringing together the industry’s best minds in a stimulating work environment to ensure the ongoing innovation and enhancement to the industry’s most powerful combined solution suite. The combined company will ...

• Provide employees with the opportunity to work for a larger company with significantly increased earnings capacity and the financial wherewithal to maintain a competitive compensation and benefits environment.

• Create expanded opportunities throughout the company, and in particular two areas targeted for immediate investment: Customer Support Services (CSS) and New Product Development.

• Establish a center of industry excellence that enables employees to open new doors for career growth by taking on leadership roles and expanding skills across the entire supply and demand chain.

• Provide opportunity to gain new expertise or maximize current abilities with two recognized leading technologies: Java and .NET.

2. What can employees expect until the acquisition is closed (approx. July 06)?

JDA and Manugistics senior executives thank employees across both companies for their support and positive outlook for the pending acquisition. Until the pending acquisition receives all of the necessary approvals and is closed, which could be in two to three months, your work should be performed “business as usual.” All employees should stay focused on their deadlines, customer commitments and daily responsibilities, under normal management.

After closing, JDA is confident that employees in the combined company will work diligently for a smooth transition that positions us for success.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 8
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External FAQ: JDA’s Pending Acquisition of Manugistics

3. Which Manugistics executives will join JDA’s executive leadership team?

JDA has an established practice of incorporating management from its nine previous acquisitions into its management team. While it is expected that Manugistics CEO Joe Cowan will pursue other opportunities after the acquisition closes, JDA expects to welcome a significant percentage of Manugistics’ current management team to roles in the newly combined company. JDA is pleased to note that several members of Manugistics’ management team have accepted offers from JDA and will be joining JDA’s current management team after the acquisition is final.

4. Where will the Corporate Headquarters be located?

The combined company will be headquartered in Scottsdale, Arizona at JDA’s current world headquarters. JDA plans to continue operating Manugistics’ corporate office in Rockville, Maryland.

In nearly every city that Manugistics has a branch office; JDA also has an office operating. For example, there are both a JDA and a Manugistics branch office operating in these cities and/or geographies: Chicago, Illinois; Atlanta, Georgia; Northern California; Sydney, NSW, Australia; Tokyo, Japan; Shanghai, China; Sao Paulo, Brazil; Paris, France; Spain and United Kingdom.

To reduce costs while ensuring the best ongoing service to customers, JDA expects to combine several of these branch operations in the United States and internationally after the deal closes. JDA will give significant notice to employees who are based in these offices.

5. What are JDA’s plans for Manugistics’ operations in India?

With operations and offices on every major continent, JDA welcomes the addition of an office in India, a major global economic retail market that has grown an average of nine percent annually over the past five years.

JDA’s senior management has visited this office during the due diligence phase of the pending acquisition. JDA believes that it can leverage Manugistics’ multi-year presence, experience and capabilities in India to optimize its global cost of development and delivery of solutions with an ideal mix of resources. This office will report into product development.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 9
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External FAQ: JDA’s Pending Acquisition of Manugistics

APPENDIX 1: About JDA Software (Pre Acquisition)

ABOUT JDA SOFTWARE	JDA® Software Group, Inc. is the global leader in helping more than 4,900 retail, manufacturing and wholesale customers in 60 countries realize real demand chain results. By capitalizing on its market position and financial strength, JDA commits significant resources to expanding and advancing the JDA Portfolio® suite of demand chain solutions. JDA Portfolio software enables high performance planning, promoting, flowing, pricing, managing and selling of finished goods from the supplier warehouse to the consumer. With offices in major cities around the world, JDA employs the industry’s most experienced demand chain experts to develop, deliver and support its solutions.
YEAR FOUNDED	Jim Armstrong, JDA’s Chairman co-founded the U.S.-based JDA Software in 1985.
YEAR PUBLIC	In March 1996, JDA began trading on the NASDAQ stock exchange under symbol JDAS.
REVENUES	•	$215.8 million for the 12-month period of January 1 through December 31, 2005
	•	$216.9 million for the 12-month period of January 1 through December 31, 2004
	•	$207.4 million for the 12-month period of January 1 through December 31, 2003
EMPLOYEES	Approximately 1,100 located worldwide.
JDA PORTFOLIO SOLUTIONS	•	Portfolio Merchandise Operations™ for corporate headquarter / host transaction and actionable decision support systems.
	•	Portfolio Store Systems™ for point-of-sale, back office, store inventory, customer relationship/loyalty programs, workforce management and scheduling.
	•	Portfolio Strategic Demand Management™ for planning, assortment management, category management, allocation and replenishment, advertising and promotion management, trade funds management, price management, labor management, business analytics, demand optimization and partner collaboration.
	•	Portfolio Services, Support and Education for implementation and strategic consulting services; 24/7 customer support; plus strategic, functional, technical and developer education offered in the class and via the Internet.
EXECUTIVE MANAGEMENT TEAM	• • •	Hamish Brewer, Chief Executive Officer Kristen L. Magnuson, Executive Vice President and Chief Financial Officer Christopher J. Koziol, Chief Operating Officer
	•	G. Michael Bridge, Senior Vice President, General Counsel
	•	David King, Senior Vice President, Product Development
	•	Chris Moore, Senior Vice President, Client Support Services
	•	Wayne Usie, Senior Vice President of the Americas
	•	Arnaud Decarsin, Regional Vice President, Sales, Europe, Middle East & Africa Operations
	•	Rod Talbot, Regional Vice President, Asia Pacific Operations
OUR CUSTOMERS	More than 4,900 retail, manufacturing, wholesale and distribution customers in 60 countries; with revenues ranging from $100 million to multi-billion dollars.
HEADQUARTERS & OFFICES	Headquarters: 14400 N. 87th Street, Scottsdale, AZ 85260-3649, Tel: 480-308-3000 U.S. Offices: Andover, MA; Ann Arbor, MI; Atlanta, GA; Bentonville, AR; Chicago, IL; Dallas, TX; Parsippany, NJ; San Jose, CA. International Offices: Major cities in Australia, Brazil, Canada, Chile, Denmark, France, Italy, Japan, Malaysia, Mexico, Norway, Singapore, Spain, Sweden, United Arab Emirates and UK.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 10
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External FAQ: JDA’s Pending Acquisition of Manugistics

APPENDIX 2: About Manugistics (Pre Acquisition)

ABOUT MANUGISTICS	Manugistics powers the synchronized supply chain. Clients depend on Manugistics to position them one step ahead of demand. With Manugistics’ unparalleled supply chain and revenue management solutions, clients achieve improved forecast and inventory accuracy and leverage industry leading pricing and yield management solutions to maximize profits while ensuring optimum supply for constantly changing demand. Its clients include industry leaders such as Boeing, Canadian Tire, Cingular, Circuit City, Coca-Cola Bottling, Coty International, DHL, Diageo, Dixons, DuPont, Eurostar Group Ltd., Georgia-Pacific, Great North Eastern Railway (GNER), Harley-Davidson, Harrah’s Entertainment, H.J. Heinz, L.L. Bean, Limited Brands, Kraft Foods, Marriott, McCormick, Nestle, RadioShack, The Scotts Company, Sears, Roebuck & Co., Sinotrans, Unilever and Wickes Building Supplies. For more information, visit our website at www.manugistics.com.
YEAR FOUNDED	1986 (Year incorporated)
YEAR PUBLIC	1993
REVENUES	$174-176 million as of fiscal year ended February 28, 2006 — based on preliminary results
EMPLOYEES	761 as of February 28, 2006
MANUGISTICS APPLICATIONS	Manugistics solutions are built on, and rely on, the company’s internal WebWORKS™ platform. WebWORKS™ is based on the Java 2™ Platform and J2EE industry standards.
(please refer to MANUGISTICS.com for more detail)	Manugistics Solutions include:
	¡	Demand Management and Pricing Supply Management
	¡	Transportation and Logistics Management
	¡	Collaboration and Visibility
	¡	Contract Materials Resource Planning (MRP) & Maintenance, Repair and Overhaul (MRO)
	¡	Performance Management
	¡	Revenue Management
	¡	Manugistics Supply Chain Technology Platform
	Manugistics’ Solutions are modular and support phased implementations. Our solutions design, optimize and synchronize a company’s extended demand and supply chain processes and improve revenue and reduce costs. The architecture is based on an industry standard — Java 2 platform, Enterprise Edition (J2EE), which defines the programming model and architecture for implementing web services that allow organizations to communicate data without intimate knowledge of each other’s information technology systems.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 11
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External FAQ: JDA’s Pending Acquisition of Manugistics

MANUGISTICS CLIENTS	•	800+ enterprise-level customers, with largest installed base in the supply chain management industry
SENIOR	•	Joe Cowan, CEO
MANAGEMENT	•	Jeffrey Kissling, Chief Technology Officer
TEAM	•	Ronald Kubera, Senior Vice President of Consumer Goods
	•	Stephen Poplawski, Group Vice President of Retail
	•	Lori Mitchell-Keller, Senior Vice President of Global Marketing & Solution Management
	•	Ed Daihl, Senior Vice President, Revenue Management
	•	Kelly Davis-Stoudt, Vice President, Controller & Chief Accounting Officer
	•	Janie West, Group Vice President, Mid Markets
	•	Tim Smith, General Counsel
	•	Mark Weaser, President, Asia Pacific Region
HEADQUARTERS & OFFICES	Manugistics headquarters is located at 9715 Key West Avenue, Rockville, Maryland. The Company has offices in North America, Europe and Asia.

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External FAQ: JDA’s Pending Acquisition of Manugistics

APPENDIX 3: LEGAL LEGENDS

FORWARD-LOOKING STATEMENTS

These frequently asked questions contain certain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 about JDA Software Group, Inc. (“JDA”), Manugistics Group, Inc. (“Manugistics”) and the combined company after completion of the transactions. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These statements include, but are not limited to, statements related to the benefits and synergies of the transaction between JDA and Manugistics and the future financial performance of the combined company. These forward-looking statements are based on information available to JDA as of the date of these frequently asked questions, current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties are difficult to predict and generally beyond the control of JDA, including: the requirement that Manugistics’ stockholders must approve the transaction; the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement entered into by JDA and Manugistics; the variable demand and competitive landscape in the market for the companies’ products; the reaction to customers of both companies to the transaction; JDA’s ability to successfully integrate Manugistics’ operations and employees; and the costs associated with the transaction and JDA’s ability to manage its expenses following the closing. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in JDA’s Annual Report on Form 10-K as filed with the SEC on March 16, 2006 and Manugistics’ Annual Report on Form 10-K as filed with the SEC on June 28, 2005 and Quarterly Report on Form 10-Q for the third quarter ended November 30, 2005 as filed with the SEC on January 9, 2006. These forward-looking statements should not be relied upon as representing JDA’s views as of any subsequent date and neither undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction, Manugistics has agreed to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Proxy Statement soliciting approval for the proposed transaction. The Proxy Statement will contain important information about the proposed transaction and related matters. Investors and stockholders are urged to read the Proxy Statement carefully when it is available. The Proxy Statement will be mailed to the stockholders of Manugistics. Investors and security holders may obtain fee copies of this document (when it is available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to Manugistics’ Investor Relations page on its corporate website at www.manugistics.com.

JDA and its directors and executive officers may be deemed to have participated in the solicitation of proxies from the stockholders of Manugistics in connection with the transaction described herein. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2006 and annual report on Form 10-K filed with the SEC on March 16, 2005. These documents are available free of charge at the SEC’s web site at www.sec.gov and on JDA’s corporate website at www.jda.com on its investor relations page or by calling telephone 480-308-3000.

© 2006 JDA Software Group, Inc.	April 24, 2006	Page 13
All Rights Reserved.