Condensed Consolidating Financial Information

Pursuant to the indenture governing the Senior Notes (see Note 10) our obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by substantially all of our existing and future domestic subsidiaries (including, following the Merger, i2 and its domestic subsidiaries). Pursuant to Regulation S-X, Section 210.3-10(f), we are required to present condensed consolidating financial information for subsidiaries that have guaranteed the debt of a registrant issued in a public offering, where the guarantee is full and unconditional, joint and several, and where the voting interest of the subsidiary is 100% owned by the registrant.

The following tables present condensed consolidating balance sheets as of December 31, 2011 and 2010, and condensed consolidating statements of income for the years ended December 31, 2011, 2010, and 2009 and condensed consolidating statements of cash flow for the years ended December 31, 2011 and 2010 for (i) JDA Software Group, Inc. — the parent company and issuer of the Senior Notes, (ii) the guarantor subsidiaries on a combined basis, (iii) the non-guarantor subsidiaries on a combined basis, (iv) elimination adjustments, and (v) total consolidating amounts. In connection with the restatement of our historical results as described in Note 23, “Restatement of Previously Issued Financial Statements,” the Company also made the following adjustments to its historical presentation of its consolidating financial information: (i) movement of cash and restricted cash from the Guarantor Subsidiaries column to the JDA Software Group, Inc. column to reflect the underlying ownership of the cash, (ii) movement of a portion of the intercompany accounts and associated cash flows amongst the columns to reflect the underlying ownership of the intercompany accounts, (iii) movement of the payments of direct costs from acquisitions from investing activities on the cash flow statement to operating activities to align with the restated Consolidated Statements of Cash Flows and (iv) movement of the effect of exchange rates on cash and cash equivalents from the Guarantor Subsidiaries column to the Non-Guarantor Subsidiaries column on the cash flow statement to reflect the effect of translation amounts. The condensed consolidating financial information should be read in conjunction with the Consolidated Financial Statements herein.

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2011



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	150,171	$	93,285		$	42,056	$	—		$	285,512
Restricted cash — current portion	—		8,515			218		—			8,733
Account receivable, net	—		89,656			25,122		—			114,778
Deferred tax assets — current portion	—		27,543			4,520		—			32,063
Prepaid expenses and other current assets	9,362		45			15,177		—			24,584
Total current assets	159,533		219,044			87,093		—			465,670
Non-Current Assets:
Restricted cash — long-term portion	—		—			652		—			652
Property and equipment, net	—		45,920			6,621		—			52,541
Goodwill	—		231,377			—		—			231,377
Other intangibles, net	—		141,882			—		—			141,882
Deferred tax assets — long-term portion	—		252,469			5,802		—			258,271
Other non-current assets	5,536		1,047			13,982		—			20,565
Investment in subsidiaries	235,908		41,030					(276,938		)	—
Intercompany accounts	568,429		(580,202		)	11,773		—			—
Total non-current assets	809,873		133,523			38,830		(276,938		)	705,288
Total Assets	$	969,406	$	352,567		$	125,923	$	(276,938	)	$	1,170,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	5,954		$	1,786	$	—		$	7,740
Accrued expenses and other liabilities	5,023		36,986			31,102		—			73,111
Deferred revenue — current portion	—		84,237			23,980		—			108,217
Total current liabilities	5,023		127,177			56,868		—			189,068
Non-Current Liabilities:
Long-term debt	273,210		—			—		—			273,210
Accrued exit and disposal obligations	—		1,142			2,784		—			3,926
Liability for uncertain tax positions	—		1,645			2,453		—			4,098
Deferred revenue — long-term portion	—		7,804			311		—			8,115
Other non-current liabilities	—		588			780		—			1,368
Total non-current liabilities	273,210		11,179			6,328		—			290,717
Total Liabilities	278,233		138,356			63,196		—			479,785
Stockholders’ Equity	691,173		214,211			62,727		(276,938		)	691,173
Total Liabilities and Stockholders’ Equity	$	969,406	$	352,567		$	125,923	$	(276,938	)	$	1,170,958

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2010

(As Restated)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	46,012	$	87,619		$	37,987	$	—		$	171,618
Restricted cash — current portion	25,013		9,007			106		—			34,126
Account receivable, net	—		86,120			24,922		—			111,042
Deferred tax assets — current portion	—		48,575			2,241		—			50,816
Prepaid expenses and other current assets	9,660		9,180			6,775		—			25,615
Total current assets	80,685		240,501			72,031		—			393,217
Non-Current Assets:
Restricted cash — long-term portion	—		—			728		—			728
Property and equipment, net	—		40,147			7,300		—			47,447
Goodwill	—		231,377			—		—			231,377
Other intangibles, net	—		187,398			—		—			187,398
Deferred tax assets — long-term portion	—		243,514			11,549		—			255,063
Other non-current assets	5,636		137			10,939		—			16,712
Investment in subsidiaries	149,044		49,547			—		(198,591		)	—
Intercompany accounts	642,539		(668,740		)	26,201		—			—
Total non-current assets	797,219		83,380			56,717		(198,591		)	738,725
Total Assets	$	877,904	$	323,881		$	128,748	$	(198,591	)	$	1,131,942
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	18,892		$	2,200	$	—		$	21,092
Accrued expenses and other liabilities	978		57,974			29,076		—			88,028
Deferred revenue — current portion	—		85,377			30,527		—			115,904
Total current liabilities	978		162,243			61,803		—			225,024
Non-Current Liabilities:
Long-term debt	272,695		—			—		—			272,695
Accrued exit and disposal obligations	—		3,997			3,363		—			7,360
Liability for uncertain tax positions	—		4,072			2,801		—			6,873
Deferred revenue — long-term portion	—		15,168			307		—			15,475
Other non-current liabilities	—		—			284		—			284
Total non-current liabilities	272,695		23,237			6,755		—			302,687
Total Liabilities	273,673		185,480			68,558		—			527,711
Stockholders’ Equity	604,231		138,401			60,190		(198,591		)	604,231
Total Liabilities and Stockholders’ Equity	$	877,904	$	323,881		$	128,748	$	(198,591	)	$	1,131,942

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 2011



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
REVENUES:
Software licenses	$	—		$	140,030		$	187		$	—		$	140,217
Subscriptions and other recurring revenues	—			16,763			—			—			16,763
Maintenance services	—			186,953			78,832			—			265,785
Product revenues	—			343,746			79,019			—			422,765
Consulting services	—			161,560			83,486			—			245,046
Reimbursed expenses	—			14,781			8,651			—			23,432
Service revenues	—			176,341			92,137			—			268,478
Total revenues	—			520,087			171,156			—			691,243
COST OF REVENUES:
Cost of software licenses	—			4,158			—			—			4,158
Amortization of acquired software technology	—			7,095			—			—			7,095
Cost of maintenance services	—			35,372			20,519			—			55,891
Cost of product revenues	—			46,625			20,519			—			67,144
Cost of consulting services	—			111,705			69,272			—			180,977
Reimbursed expenses	—			14,781			8,651			—			23,432
Cost of service revenues	—			126,486			77,923			—			204,409
Total cost of revenues	—			173,111			98,442			—			271,553
GROSS PROFIT	—			346,976			72,714			—			419,690
OPERATING EXPENSES:
Product development	—			47,130			29,768			—			76,898
Sales and marketing	—			61,713			42,415			—			104,128
General and administrative	882			56,772			14,839			—			72,493
Amortization of intangibles	—			38,421			—			—			38,421
Restructuring charges	—			551			1,371			—			1,922
Litigation provision and settlements, net	—			1,500			—			—			1,500
Total operating expenses	882			206,087			88,393			—			295,362
OPERATING INCOME	(882		)	140,889			(15,679		)	—			124,328
Interest expense and amortization of loan fees	24,719			552			229			—			25,500
Interest income and other, net	(535		)	30,543			(33,799		)	—			(3,791		)
Income tax provision (benefit)	(9,362		)	28,269			1,024			—			19,931
Equity in earnings of subsidiaries, net	98,392			(8,679		)	—			(89,713		)	—
NET INCOME	$	82,688		$	72,846		$	16,867		$	(89,713	)	$	82,688

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 2010

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
REVENUES:
Software licenses	$	—		$	91,490		$	—		$	—		$	91,490
Subscriptions and other recurring revenues	—			21,143			—			—			21,143
Maintenance services	—			172,320			73,457			—			245,777
Product revenues	—			284,953			73,457			—			358,410
Consulting services	—			150,988			64,482			—			215,470
Reimbursed expenses	—			13,380			6,482			—			19,862
Service revenues	—			164,368			70,964			—			235,332
Total revenues	—			449,321			144,421			—			593,742
COST OF REVENUES:
Cost of software licenses	—			4,256			—			—			4,256
Amortization of acquired software technology	—			7,047			—			—			7,047
Cost of maintenance services	—			34,905			17,633			—			52,538
Cost of product revenues	—			46,208			17,633			—			63,841
Cost of consulting services	—			120,468			50,575			—			171,043
Reimbursed expenses	—			13,381			6,481			—			19,862
Cost of service revenues	—			133,849			57,056			—			190,905
Total cost of revenues	—			180,057			74,689			—			254,746
GROSS PROFIT	—			269,264			69,732			—			338,996
OPERATING EXPENSES:
Product development	—			46,741			25,982			—			72,723
Sales and marketing	—			57,726			33,615			—			91,341
General and administrative	—			58,177			13,935			—			72,112
Amortization of intangibles	—			38,415			—			—			38,415
Restructuring charges	—			12,155			8,776			—			20,931
Acquisition-related costs	—			8,115			—			—			8,115
Litigation provision	—			14,000			—			—			14,000
Total operating expenses	—			235,329			82,308			—			317,637
OPERATING INCOME	—			33,935			(12,576		)	—			21,359
Interest expense and amortization of loan fees	23,943			583			232			—			24,758
Interest income and other, net	—			30,107			(31,585		)	—			(1,478		)
Income tax (benefit) provision	(9,220		)	(43		)	5,201			—			(4,062		)
Equity in earnings of subsidiaries, net	16,864			8,898			—			(25,762		)	—
NET INCOME	$	2,141		$	12,186		$	13,576		$	(25,762	)	$	2,141

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 2009

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
REVENUES:
Software licenses	$	—		$	91,789		$	—	$	—		$	91,789
Subscriptions and other recurring revenues	—			3,873			—		—			3,873
Maintenance services	—			112,667			66,589		—			179,256
Product revenues	—			208,329			66,589		—			274,918
Consulting services	—			65,933			40,057		—			105,990
Reimbursed expenses	—			6,872			3,188		—			10,060
Service revenues	—			72,805			43,245		—			116,050
Total revenues	—			281,134			109,834		—			390,968
COST OF REVENUES:
Cost of software licenses	—			3,241			—		—			3,241
Amortization of acquired software technology	—			3,920			—		—			3,920
Cost of maintenance services	—			31,487			11,619		—			43,106
Cost of product revenues	—			38,648			11,619		—			50,267
Cost of consulting services	—			55,106			29,992		—			85,098
Reimbursed expenses	—			6,872			3,188		—			10,060
Cost of service revenues	—			61,978			33,180		—			95,158
Total cost of revenues	—			100,626			44,799		—			145,425
GROSS PROFIT	—			180,508			65,035		—			245,543
OPERATING EXPENSES:
Product development	—			40,438			10,777		—			51,215
Sales and marketing	—			40,924			25,065		—			65,989
General and administrative	—			38,500			9,080		—			47,580
Amortization of intangibles	—			23,633			—		—			23,633
Restructuring charges	—			3,723			3,142		—			6,865
Acquisition-related costs	—			4,768			—		—			4,768
Total operating expenses	—			151,986			48,064		—			200,050
OPERATING INCOME	—			28,522			16,971		—			45,493
Interest expense and amortization of loan fees	2,000			538			174		—			2,712
Finance costs on abandoned acquisition	(767		)	—			—		—			(767		)
Interest income and other, net	—			(10,245		)	9,032		—			(1,213		)
Income tax provision (benefit)	(469		)	15,468			2,187		—			17,186
Equity in earnings of subsidiaries, net	28,339			2,399			—		(30,738		)	—
NET INCOME	$	27,575		$	25,160		$	5,578	$	(30,738	)	$	27,575
Consideration paid in excess of carrying value on the repurchase of redeemable preferred stock	(8,593		)	—			—		—			(8,593		)
INCOME APPLICABLE TO COMMON SHAREHOLDERS	$	18,982		$	25,160		$	5,578	$	(30,738	)	$	18,982

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2011



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	82,688		$	72,846	$	16,867	$	(89,713	)	$	82,688
Other comprehensive income:
Foreign currency translation adjustment, net of tax	(6,238		)	1,313		1,946		(3,259		)	(6,238		)
Unrealized (losses) gains on cash flow hedges, net of tax	(5,074		)	—		—		—			(5,074		)
Reclassification adjustment for gains in net income	882			—		—		—			882
Other comprehensive (loss) income	(10,430		)	1,313		1,946		(3,259		)	(10,430		)
Comprehensive income	$	72,258		$	74,159	$	18,813	$	(92,972	)	$	72,258

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2010

(As Restated)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	2,141	$	12,186		$	13,576	$	(25,762	)	$	2,141
Other comprehensive income:
Foreign currency translation adjustment, net of tax	4,335		(6,472		)	964		5,508			4,335
Unrealized (losses) gains on cash flow hedges, net of tax	375		—			—		—			375
Reclassification adjustment for gains in net income	—		—			—		—			—
Other comprehensive income	4,710		(6,472		)	964		5,508			4,710
Comprehensive income	$	6,851	$	5,714		$	14,540	$	(20,254	)	$	6,851

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2009

(As Restated)



	JDA Software Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
	As Restated
	(In thousands)
Net income	$	27,575	$	25,160	$	5,578		$	(30,738	)	$	27,575
Other comprehensive income:
Foreign currency translation adjustment, net of tax	5,281		1,741		(4,778		)	3,037			5,281
Unrealized (losses) gains on cash flow hedges, net of tax	—		—		—			—			—
Reclassification adjustment for gains in net income	—		—		—			—			—
Other comprehensive income	5,281		1,741		(4,778		)	3,037			5,281
Comprehensive income	$	32,856	$	26,901	$	800		$	(27,701	)	$	32,856

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2011



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net Cash Provided by Operating Activities	$	79,205		$	26,021		$	4,605		$	—	$	109,831
Investing Activities:
Change in restricted cash	25,013			493			(36		)	—		25,470
Purchase of property and equipment	—			(15,170		)	(4,274		)	—		(19,444		)
Proceeds from disposal of property and equipment	—			42			11			—		53
Net cash (used in) provided by investing activities	25,013			(14,635		)	(4,299		)	—		6,079
Financing Activities:
Issuance of common stock	7,958			—			—			—		7,958
Excess tax benefit from share-based compensation	(1,216		)									(1,216		)
Purchase of treasury stock and other, net	(5,745		)	—			—			—		(5,745		)
Debt issuance costs	(1,727		)	—			—			—		(1,727		)
Conversion of warrants	671			—			—			—		671
Change in intercompany receivable/payable	—			(5,720		)	5,720			—		—
Net cash (used in) provided by financing activities	(59		)	(5,720		)	5,720			—		(59		)
Effect of exchange rates on cash and cash equivalents	—			—			(1,957		)	—		(1,957		)
Net (decrease) increase in cash and cash equivalents	104,159			5,666			4,069			—		113,894
Cash and Cash Equivalents, Beginning of Year	46,012			87,619			37,987			—		171,618
Cash and Cash Equivalents, End of Year	$	150,171		$	93,285		$	42,056		$	—	$	285,512

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2010

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net Cash Provided by Operating Activities	$	204,881		$	(168,656	)	$	25,521		$	—	$	61,746
Investing Activities:
Change in restricted cash	262,862			(9,008		)	(834		)	—		253,020
Purchase of i2 Technologies, Inc.	(431,775		)	218,348			—			—		(213,427		)
Purchase of property and equipment	—			(10,597		)	(6,269		)	—		(16,866		)
Proceeds from disposal of property and equipment	—			603			31			—		634
Net cash (used in) provided by investing activities	(168,913		)	199,346			(7,072		)	—		23,361
Financing Activities:
Issuance of common stock	14,893			—			—			—		14,893
Excess tax benefit for share-based compensation	278			—			—			—		278
Purchase of treasury stock and other, net	(5,306		)	—			—			—		(5,306		)
Conversion of warrants	179			—			—			—		179
Change in intercompany receivable/payable	—			9,759			(9,759		)	—		—
Net cash (used in) provided by financing activities	10,044			9,759			(9,759		)	—		10,044
Effect of exchange rates on cash and cash equivalents	—			—			493			—		493
Net (decrease) increase in cash and cash equivalents	46,012			40,449			9,183			—		95,644
Cash and Cash Equivalents, Beginning of Year	—			47,170			28,804			—		75,974
Cash and Cash Equivalents, End of Year	$	46,012		$	87,619		$	37,987		$	—	$	171,618

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2009

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net Cash Provided by Operating Activities	$	41,187		$	47,667		$	3,877		$	—	$	92,731
Investing Activities:
Changes in restricted cash	(287,875		)	—			—			—		(287,875		)
Purchase of equity interest	—			—			(2,079		)	—		(2,079		)
Purchase of property and equipment	—			(4,670		)	(2,466		)	—		(7,136		)
Proceeds from disposal of property and equipment	—			35			49			—		84
Net cash (used in) provided by investing activities	(287,875		)	(4,635		)	(4,496		)	—		(297,006		)
Financing Activities:
Issuance of common stock	14,849			—			—			—		14,849
Excess tax benefit from share-based compensation	720			—			—			—		720
Purchase of treasury stock and other, net	(6,543		)	—			—			—		(6,543		)
Redemption of redeemable preferred stock	(28,068		)	—			—			—		(28,068		)
Proceeds from issuance of long-term debt, net of discount	272,217			—			—			—		272,217
Debt issuance costs	(6,487		)	—			—			—		(6,487		)
Change in intercompany receivable/payable	—			(6,703		)	6,703			—		—
Net cash (used in) provided by financing activities	246,688			(6,703		)	6,703			—		246,688
Effect of exchange rates on cash and cash equivalents	—			—			865			—		865
Net (decrease) increase in cash and cash equivalents	—			36,329			6,949			—		43,278
Cash and Cash Equivalents, Beginning of Year	—			10,841			21,855			—		32,696
Cash and Cash Equivalents, End of Year	$	—		$	47,170		$	28,804		$	—	$	75,974