Condensed Consolidating Financial Information

Pursuant to the Indenture governing the Senior Notes detailed in Note 10 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, the Company's obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by substantially all of its existing and future domestic subsidiaries. Pursuant to Regulation S-X, Section 210.3-10(f), the Company is 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 the Condensed Consolidating Balance Sheets as of June 30, 2012 and December 31, 2011, the Condensed Consolidating Statements of Income for the three and six months ended June 30, 2012 and 2011, the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and 2011 and the Condensed Consolidating Statements of Cash Flow for the six months ended June 30, 2012 and 2011 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 14, “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 portion of the intercompany accounts 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 Condensed Consolidated Financial Statements herein as well as in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on form 10-K for the year ended December 31, 2011.

Unaudited Condensed Consolidating Balance Sheets

June 30, 2012

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	150,285	$	150,597		$	61,548		$	—		$	362,430
Restricted cash — current portion	—		3,114			200			—			3,314
Account receivable, net	—		104,179			22,189			—			126,368
Deferred tax assets — current portion	—		32,204			4,336			—			36,540
Prepaid expenses and other current assets	5,439		9,900			8,901			—			24,240
Total current assets	155,724		299,994			97,174			—			552,892
Non-Current Assets:
Restricted cash — long-term portion	—		—			662			—			662
Property and equipment, net	—		46,135			6,696			—			52,831
Goodwill	—		231,377			—			—			231,377
Other intangibles, net	—		119,417			—			—			119,417
Deferred tax assets — long-term portion	—		243,304			5,492			—			248,796
Other non-current assets	4,578		1,066			14,024			—			19,668
Investment in subsidiaries	257,882		13,205			—			(271,087		)	—
Inter-company accounts	570,210		(563,067		)	(7,143		)	—			—
Total non-current assets	832,670		91,437			19,731			(271,087		)	672,751
Total Assets	$	988,394	$	391,431		$	116,905		$	(271,087	)	$	1,225,643
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	8,663		$	1,712		$	—		$	10,375
Accrued expenses and other liabilities	2,609		38,547			30,225			—			71,381
Deferred revenue — current portion	—		126,888			13,396			—			140,284
Total current liabilities	2,609		174,098			45,333			—			222,040
Non-Current Liabilities:
Long-term debt	273,484		—			—			—			273,484
Accrued exit and disposal obligations	—		694			2,436			—			3,130
Liability for uncertain tax positions	—		1,689			2,430			—			4,119
Deferred revenue — long-term portion	—		5,376			23			—			5,399
Other non-current liabilities	—		4,215			955			—			5,170
Total non-current liabilities	273,484		11,974			5,844			—			291,302
Total Liabilities	276,093		186,072			51,177			—			513,342
Stockholders’ Equity	712,301		205,359			65,728			(271,087		)	712,301
Total Liabilities and Stockholders’ Equity	$	988,394	$	391,431		$	116,905		$	(271,087	)	$	1,225,643

Condensed Consolidating Balance Sheets

December 31, 2011

(in thousands)



	JDA Software Group, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
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		)	—
Inter-company 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

Unaudited Condensed Consolidating Statements of Income

Three Months Ended June 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	31,695	$	345		$	—		$	32,040
Subscriptions and other recurring revenues	—			3,754		—			—			3,754
Maintenance services	—			57,298		9,517			—			66,815
Product revenues	—			92,747		9,862			—			102,609
Consulting services	—			40,967		19,306			—			60,273
Reimbursed expenses	—			3,882		1,993			—			5,875
Service revenues	—			44,849		21,299			—			66,148
Total revenues	—			137,596		31,161			—			168,757
COST OF REVENUES:
Cost of software licenses	—			1,527		—			—			1,527
Amortization of acquired software technology	—			1,703		—			—			1,703
Cost of maintenance services	—			8,847		5,565			—			14,412
Cost of product revenues	—			12,077		5,565			—			17,642
Cost of consulting services	—			29,672		16,331			—			46,003
Reimbursed expenses	—			3,882		1,993			—			5,875
Cost of service revenues	—			33,554		18,324			—			51,878
Total cost of revenues	—			45,631		23,889			—			69,520
GROSS PROFIT	—			91,965		7,272			—			99,237
OPERATING EXPENSES:
Product development	—			11,164		7,520			—			18,684
Sales and marketing	—			15,093		9,388			—			24,481
General and administrative	1,428			19,004		4,094			—			24,526
Amortization of intangibles	—			9,530		—			—			9,530
Restructuring charges	—			102		122			—			224
Total operating expenses	1,428			54,893		21,124			—			77,445
OPERATING INCOME (LOSS)	(1,428		)	37,072		(13,852		)	—			21,792
Interest expense and amortization of loan fees	6,305			188		44			—			6,537
Interest income and other, net	3			17,030		(18,680		)	—			(1,647		)
Income tax provision	(2,940		)	7,819		1,418			—			6,297
Equity in earnings of subsidiaries, net	15,401			1,986		—			(17,387		)	—
NET INCOME (LOSS)	$	10,605		$	14,021	$	3,366		$	(17,387	)	$	10,605

Unaudited Condensed Consolidating Statements of Income

Six Months Ended June 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	56,966	$	467		$	—		$	57,433
Subscriptions and other recurring revenues	—			7,786		—			—			7,786
Maintenance services	—			111,417		22,111			—			133,528
Product revenues	—			176,169		22,578			—			198,747
Consulting services	—			83,271		37,491			—			120,762
Reimbursed expenses	—			7,594		3,840			—			11,434
Service revenues	—			90,865		41,331			—			132,196
Total revenues	—			267,034		63,909			—			330,943
COST OF REVENUES:
Cost of software licenses	—			2,435		—			—			2,435
Amortization of acquired software technology	—			3,405		—			—			3,405
Cost of maintenance services	—			17,458		10,876			—			28,334
Cost of product revenues	—			23,298		10,876			—			34,174
Cost of consulting services	—			59,925		31,980			—			91,905
Reimbursed expenses	—			7,594		3,840			—			11,434
Cost of service revenues	—			67,519		35,820			—			103,339
Total cost of revenues	—			90,817		46,696			—			137,513
GROSS PROFIT	—			176,217		17,213			—			193,430
OPERATING EXPENSES:
Product development	—			23,262		14,542			—			37,804
Sales and marketing	—			31,259		18,108			—			49,367
General and administrative	2,715			38,363		8,267			—			49,345
Amortization of intangibles	—			19,060		—			—			19,060
Restructuring charges	—			437		2,006			—			2,443
Total operating expenses	2,715			112,381		42,923			—			158,019
OPERATING INCOME (LOSS)	(2,715		)	63,836		(25,710		)	—			35,411
Interest expense and amortization of loan fees	12,521			349		84			—			12,954
Interest income and other, net	(923		)	33,597		(34,613		)	—			(1,939		)
Income tax provision	(5,439		)	11,930		2,601			—			9,092
Equity in earnings of subsidiaries, net	24,178			3,536		—			(27,714		)	—
NET INCOME (LOSS)	$	15,304		$	21,496	$	6,218		$	(27,714	)	$	15,304

Unaudited Condensed Consolidating Statements of Income

Three Months Ended June 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	30,221		$	—		$	—		$	30,221
Subscriptions and other recurring revenues	—			3,850			—			—			3,850
Maintenance services	—			46,250			19,881			—			66,131
Product revenues	—			80,321			19,881			—			100,202
Consulting services	—			39,506			19,302			—			58,808
Reimbursed expenses	—			4,347			2,165			—			6,512
Service revenues	—			43,853			21,467			—			65,320
Total revenues	—			124,174			41,348			—			165,522
COST OF REVENUES:
Cost of software licenses	—			1,181			—			—			1,181
Amortization of acquired software technology	—			1,833			—			—			1,833
Cost of maintenance services	—			9,426			5,310			—			14,736
Cost of product revenues	—			12,440			5,310			—			17,750
Cost of consulting services	—			29,924			17,285			—			47,209
Reimbursed expenses	—			4,347			2,165			—			6,512
Cost of service revenues	—			34,271			19,450			—			53,721
Total cost of revenues	—			46,711			24,760			—			71,471
GROSS PROFIT	—			77,463			16,588			—			94,051
OPERATING EXPENSES:
Product development	—			12,195			7,567			—			19,762
Sales and marketing	—			15,235			10,129			—			25,364
General and administrative	(66		)	12,596			3,784			—			16,314
Amortization of intangibles	—			9,592			—			—			9,592
Restructuring charges	—			(37		)	6			—			(31		)
Total operating expenses	(66		)	49,581			21,486			—			71,001
OPERATING INCOME (LOSS)	66			27,882			(4,898		)	—			23,050
Interest expense and amortization of loan fees	6,205			165			69			—			6,439
Interest income and other, net	(807		)	9,680			(9,640		)	—			(767		)
Income tax provision	(1,996		)	6,553			108			—			4,665
Equity in earnings of subsidiaries, net	16,049			1,882			—			(17,931		)	—
NET INCOME (LOSS)	$	12,713		$	13,366		$	4,565		$	(17,931	)	$	12,713

Unaudited Condensed Consolidating Statements of Income

Six Months Ended June 30, 2011

(As Restated)

(in thousands)




	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
REVENUES:
Software licenses	$	—		$	65,865		$	—		$	—		$	65,865
Subscriptions and other recurring revenues	—			8,844			—			—			8,844
Maintenance services	—			91,760			39,153			—			130,913
Product revenues	—			166,469			39,153			—			205,622
Consulting services	—			80,250			35,936			—			116,186
Reimbursed expenses	—			7,250			3,982			—			11,232
Service revenues	—			87,500			39,918			—			127,418
Total revenues	—			253,969			79,071			—			333,040
COST OF REVENUES:
Cost of software licenses	—			2,130			—			—			2,130
Amortization of acquired software technology	—			3,667			—			—			3,667
Cost of maintenance services	—			18,427			10,295			—			28,722
Cost of product revenues	—			24,224			10,295			—			34,519
Cost of consulting services	—			60,158			33,352			—			93,510
Reimbursed expenses	—			7,250			3,982			—			11,232
Cost of service revenues	—			67,408			37,334			—			104,742
Total cost of revenues	—			91,632			47,629			—			139,261
GROSS PROFIT	—			162,337			31,442			—			193,779
OPERATING EXPENSES:
Product development	—			24,920			14,934			—			39,854
Sales and marketing	—			31,518			20,086			—			51,604
General and administrative	(66		)	31,504			7,235			—			38,673
Amortization of intangibles	—			19,310			—			—			19,310
Restructuring charges	—			246			265			—			511
Litigation settlement	—			(37,500		)	—			—			(37,500		)
Total operating expenses	(66		)	69,998			42,520			—			112,452
OPERATING INCOME (LOSS)	66			92,339			(11,078		)	—			81,327
Interest expense and amortization of loan fees	12,250			261			139			—			12,650
Interest income and other, net	(1,208		)	19,423			(20,215		)	—			(2,000		)
Income tax provision	(4,141		)	12,462			1,530			—			9,851
Equity in earnings of subsidiaries, net	67,661			(11,552		)	—			(56,109		)	—
NET INCOME (LOSS)	$	60,826		$	48,641		$	7,468		$	(56,109	)	$	60,826

Unaudited Condensed Consolidating Statements of Comprehensive Income

Three Months Ended June 30, 2012



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net income	$	10,605		$	14,021		$	3,366		$	(17,387	)	$	10,605
Other comprehensive income:
Foreign currency translation adjustment, net of tax	(4,790		)	(117		)	(41		)	158			(4,790		)
Unrealized (losses) gains on cash flow hedges, net of tax	(2,117		)	—			—			—			(2,117		)
Reclassification adjustment for gains in net income	1,428			—			—			—			1,428
Other comprehensive (loss) income	(5,479		)	(117		)	(41		)	158			(5,479		)
Comprehensive income	$	5,126		$	13,904		$	3,325		$	(17,229	)	$	5,126

Unaudited Condensed Consolidating Statements of Comprehensive Income

Six Months Ended June 30, 2012



	JDA Software Group, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	15,304		$	21,496	$	6,218	$	(27,714	)	$	15,304
Other comprehensive income:
Foreign currency translation adjustment, net of tax	(2,204		)	997		1,559		(2,556		)	(2,204		)
Unrealized (losses) gains on cash flow hedges, net of tax	(417		)	—		—		—			(417		)
Reclassification adjustment for gains in net income	2,715			—		—		—			2,715
Other comprehensive income	94			997		1,559		(2,556		)	94
Comprehensive income	$	15,398		$	22,493	$	7,777	$	(30,270	)	$	15,398

Unaudited Condensed Consolidating Statements of Comprehensive Income

Three Months Ended June 30, 2011

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	12,713		$	13,366		$	4,565	$	(17,931	)	$	12,713
Other comprehensive income:
Foreign currency translation adjustment, net of tax	1,858			(357		)	2,635		(2,278		)	1,858
Unrealized (losses) gains on cash flow hedges, net of tax	(270		)	—			—		—			(270		)
Reclassification adjustment for gains in net income	(90		)	—			—		—			(90		)
Other comprehensive income	1,498			(357		)	2,635		(2,278		)	1,498
Comprehensive income	$	14,211		$	13,009		$	7,200	$	(20,209	)	$	14,211

Unaudited Condensed Consolidating Statements of Comprehensive Income

Six Months Ended June 30, 2011

(As Restated)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net income	$	60,826		$	48,641		$	7,468	$	(56,109	)	$	60,826
Other comprehensive income:
Foreign currency translation adjustment, net of tax	3,127			(244		)	599		(355		)	3,127
Unrealized (losses) gains on cash flow hedges, net of tax	(105		)	—			—		—			(105		)
Reclassification adjustment for gains in net income	(66		)	—			—		—			(66		)
Other comprehensive income	2,956			(244		)	599		(355		)	2,956
Comprehensive income	$	63,782		$	48,397		$	8,067	$	(56,464	)	$	63,782

Unaudited Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2012

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(1,053	)	$	54,799		$	23,978		$	—	$	77,724
Investing Activities:
Change in restricted cash	—			5,401			8			—		5,409
Purchase of property and equipment	—			(2,728		)	(2,108		)	—		(4,836		)
Proceeds from disposal of property and equipment	—			57			298			—		355
Net cash provided by (used in) investing activities	—			2,730			(1,802		)	—		928
Financing Activities:
Issuance of common stock—equity plans	1,780			—			—			—		1,780
Purchase of treasury stock and other, net	(613		)	—			—			—		(613		)
Change in inter-company receivable/payable	—			(217		)	217			—		—
Net cash (used in) provided by financing activities	1,167			(217		)	217			—		1,167
Effect of exchange rates on cash and cash equivalents	—			—			(2,901		)	—		(2,901		)
Net increase (decrease) in cash and cash equivalents	114			57,312			19,492			—		76,918
Cash and Cash Equivalents, Beginning of Period	150,171			93,285			42,056			—		285,512
Cash and Cash Equivalents, End of Period	$	150,285		$	150,597		$	61,548		$	—	$	362,430

Unaudited Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2011

(As Restated)

(in thousands)



	JDA Software Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by (Used in) Operating Activities	$	106,127		$	(17,167	)	$	4,154		$	—	$	93,114
Investing Activities:
Change in restricted cash	(19		)	(2,202		)	(35		)	—		(2,256		)
Purchase of property and equipment	—			(4,196		)	(619		)	—		(4,815		)
Proceeds from disposal of property and equipment	—			93			(43		)	—		50
Net cash (used in) provided by investing activities	(19		)	(6,305		)	(697		)	—		(7,021		)
Financing Activities:
Issuance of common stock—equity plans	3,498			—			—			—		3,498
Purchase of treasury stock and other, net	(4,527		)	—			—			—		(4,527		)
Debt issuance costs	(1,701		)	—			—			—		(1,701		)
Conversion of warrants	671			—			—			—		671
Change in inter-company receivable/payable	—			614			(614		)	—		—
Net cash provided by (used in) financing activities	(2,059		)	614			(614		)	—		(2,059		)
Effect of exchange rates on cash and cash equivalents	—			—			1,106			—		1,106
Net increase in cash and cash equivalents	104,049			(22,858		)	3,949			—		85,140
Cash and Cash Equivalents, Beginning of Period	46,012			87,619			37,987			—		171,618
Cash and Cash Equivalents, End of Period	$	150,061		$	64,761		$	41,936		$	—	$	256,758