425

425 1 d425.htm 425 425

Filed by: i2 Technologies, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: i2 Technologies, Inc.

Commission File No.: 000-28030

Forward Looking Statements

Statements contained herein concerning projections or expectations of financial or operational performance or economic outlook, or concerning other future events or results, or which refer to matters which are not historical facts, are “forward-looking statements” within the meaning of the federal securities laws. Similarly, statements that describe the objectives, expectations, plans or goals of JDA Software Group, Inc. (“JDA”) or i2 Technologies, Inc. (“i2”) are forward-looking statements. Forward-looking statements include, without limitation, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about the future expectations, beliefs, goals, plans or prospects of the management of i2 and JDA. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.

There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to obtain the approval of i2’s stockholders; the ability to obtain regulatory approvals; the ability to consummate the transaction; the ability of JDA to successfully integrate i2’s operations and employees; and the other factors described in the following documents filed with the Securities and Exchange Commission (the “SEC”): i2’s 2009 Annual Report on Form 10-K, i2’s most recent Quarterly Report on Form 10-Q, JDA’s 2009 Annual Report on Form 10-K and JDA’s most recent Quarterly Report on Form 10-Q. Neither JDA nor i2 assumes any obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

Additional Information

This communication is being made in respect of the proposed transaction involving JDA and i2. In connection with the proposed transaction, JDA plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of JDA and i2 plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of JDA and i2. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by JDA and i2 through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration Statement and Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from JDA by directing a request to JDA Software Group, Inc., 14400 North 87th Street, Scottsdale,

Arizona 85260, Attention: Investor Relations (telephone: (480) 308-3000) or going to JDA’s corporate website at www.jda.com, or from i2 by directing a request to i2 Technologies, Inc., 11701 Luna Road, Dallas, Texas 75234, Attention: Investor Relations (telephone (469) 357-1000) or going to i2’s corporate website at www.i2.com.

JDA, i2 and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2009, and Annual Report on Form 10-K filed with the SEC on March 13, 2009. Information regarding i2’s directors and executive officers is set forth in i2’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March 12, 2009. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).

* * * * *

Filed below is a presentation given to JDA and i2 associates on November 6, 2009 regarding JDA’s proposed acquisition of i2.

JDA to Acquire i2

Associate Presentation

November 6, 2009

Forward-Looking Statements

This presentation contains forward-looking statements" as defined in the Private Securities Litigation

Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and

similar expressions, as they relate to us, are intended to identify forward-looking statements. These

statements reflect management’s current beliefs, assumptions and expectations and are subject to a

number of factors that may cause actual results to differ materially. These factors include but are not

limited to: the unprecedented volatility in the global economy; the risk that the future business operations

of i2 will not be successful; the risk that we will not realize all of the anticipated benefits from our

acquisition of i2; the risk that customer retention and revenue expansion goals for the i2 transaction will

not be met and that disruptions from the i2 transaction will harm relationships with customers,

employees and suppliers; the risk that we will not successfully raise adequate financing for the intended

structure; the risk that if our intended financing structure is not successful that our alternative financing

structure will not be successful; the risk that unexpected costs will be incurred; the outcome of litigation

and regulatory proceedings to which we may be a party; actions of competitors; changes and

developments affecting our industry; quarterly or cyclical variations in financial results; development of

new products and services; interest rates and cost of borrowing; our ability to protect our intellectual

property rights; our ability to maintain and improve cost efficiency of operations, including savings from

restructuring actions; changes in foreign currency exchange rates; changes in economic conditions,

political conditions, trade protection measures, licensing requirements and tax matters in the foreign

countries in which we do business; reliance on third parties for manufacturing of products and provision

of services; and other factors that are set forth in the “Risk Factors” section and other sections of our

2009 Annual Report on Form 10-K and i2’s 2009 Annual Report on Form 10-K filed with the Securities

and Exchange Commission. Neither JDA nor i2 assumes any obligation to update any forward-looking

statements as a result of new information or future events or developments, except as required by law.

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Agenda

Welcome

Jack Wilson

Introductory Remarks

Hamish Brewer

Financials

Pete Hathaway

Sales & Marketing

Jason Zintak

Services

Chris Moore

Products

Namita

Dhallan

Associate Focus

Brian Boylan

Integration Process

Sue Holstad

Q&A

Hamish Brewer

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Welcome

Jack Wilson, i2 CEO

Introductory Remarks

Hamish Brewer, JDA CEO

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

What About Last Year?

•

JDA and i2 wanted to conclude this deal a year ago

•

We became victims of the financial crisis

•

The fact that we’re doing this again should clearly

underscore that:

–

We believe in the combination

–

We value the i2 business

–

We are committed to making this work

•

We have built a robust two tier deal structure which

maximizes deal certainty

S&M

16.9% of

sales

R&D

13.9% of

sales

G&A

9.9% of sales

Europe

20%

70%

Asia

Services

$114

Maintenance

$176

Software

$95

JDA Overview

Leading end-to-end supply chain company

–

Focused on retail, manufacturing, wholesale,

distribution and services industries

–

Market leadership in tier one and mid-market

Global Presence

–

5,800 customers and 1,800+ associates

–

Customers in over 60 countries

Broad based predictable revenues

–

Approximately 46% of revenue is recurring

–

60-70% of license revenues come from

existing customers

–

No single customer represents more than 4%

of revenues

–

91-92% maintenance retention in 2009

30%

46%

24%

Operating Revenue Composition (LTM)

Geographic Revenue Composition (LTM)

25%

33%

42%

Operating Cost Composition (LTM)

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Vision / Mission

Enabling supply chain and pricing excellence

through superior solutions and domain expertise

that empower our customers to make optimal

decisions that

achieve real results.

JDA At-A-Glance

leader

Integrated

Planning

and

Optimization

systems

focused

Manufacturing, Retail, Wholesale, Distribution and Services Industries

5,800+ customers, 1,800+ employees

An experienced integrator of enterprise software companies

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

The Most Complete, Integrated Suite of Supply Chain

Planning, Execution and Optimization Solutions

Available

JDA’s

Unique Offering

Integrated, End-to-End SCM

Production

Materials

Distribution

Retail

Consumer

Shipping

Our Customers

The Definition of Our Success

Over 5,800 Customers Worldwide

60-70%

of software license revenue comes from existing customers

•

Over 70% of Revenue >75% margin

–

Support 75% margin

•

Retail half of TTM revenue

•

36% increase in TTM software

•

ASP’s up 106% Y/Y

•

91-92% estimated maintenance

retention for the year

•

New maintenance 18.9% of software

license in Q2’09

•

Consulting margin improved to 18%;

utilization to 57%

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Leadership

Hamish Brewer

CEO

Jason Zintak

EVP, Sales &

Mktg

Pete Hathaway

CFO/EVP

Mike Bridge

SVP Legal

Brian Boylan

SVP HR

Duane Kotsen

SVP CSG

Tom Dziersk

SVP Americas

Chris Moore

EVP Services

Wayne Usie

SVP Retail

David Johnston

SVP, Supply

Chain

Brian Mort

RVP EMEA

Stephen McNulty

RVP AP

Andy Archer

RVP, Services

Industries

Dave King

SVP Product

Dev & Mgmt

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Center Of Excellence (CoE) Structure

Global

ITG

Global

Development

Global

Sales

Global

Fin & Accting

Global

Services

Global

Support

Global

Education

Director, ITG

CoE

Director, Finance

AsPac

Director, HR

CoE

Director,

Mgd

Implementation

Services

Director, Support

Services

Director, PD &

Services

Industries

Director,

Education

Services

Sales Support

Pre-Sales

Salil

Joshi

GVP & Managing

Director

Dave King

SVP, Product

Development

CoE

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Strong, Consistent Cash Flows

JDA has a proven

track record of

profitable

operations and

prudent fiscal

management

($80)

($85)

($60)

($40)

($20)

($5)

$20

$40

$60

$80

$100

$130

$148

$125

$160

$180

($125)

$200

($150)

($100)

($50)

$50

$100

$150

$200

Jul-

2006

Sep-

2006

Dec-

2006

Mar-

2007

Jun-

2007

Sep-

2007

Dec-

2007

Mar-

2008

Jun-

2008

Sep-

2008

Dec-

2008

Mar-

2009

Jun-

2009

Sep-

2009

Net Cash (Debt)

Cumulative CFFO

($ in millions)

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Financials

Pete Hathaway, JDA CFO

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Transaction Structure

•

$12.70/share

cash

•

$5.30/share

stock

0.256x

JDA

common

stock

•

$6.00/share

cash

•

$12.00/share

stock

0.580x

JDA

common

stock

December

JDA

will

communicate

the

definitive

structure

which

will

presented

the i2 shareholders. Proxy will contain one proposal.

JDA will pay

estimated cash

and stock in

exchange for

each i2 share:

Cash funding

from cash on

hand plus:

Other:

Both

structures

offer

shareholders

the

combined

company

Designed for deal certainty

•

~$275mm

senior

notes

•

Proceeds to be placed into

escrow

•

Majority cash consideration

•

More accretive to JDA earnings

•

Backed by firm commitment for

$120mm bank loan and $20mm

revolver

•

Capped terms & no syndication

risk

•

Proceeds to be placed in escrow

•

Majority stock consideration

Intended Structure

Alternative Structure

$18.00

Cash

Stock

Mix

(1)

Stock value based on $18.00 per share value based on JDA’s closing stock price as of Wednesday, November 4, 2009. The final mix between per share cash and JDA

stock consideration is dependent upon the final transaction structure used and closing i2 and JDA equity share counts. The exchange ratio will be fixed and actual stock

value will depend on the JDA stock price at closing.

(2)

Senior notes to be marketed on a best efforts basis.

Purchase Price Overview

Purchase of i2 Equity ($18.00 per share)

(1)

$ 434.4

Plus: Retirement of i2 2.5% Convertible Preferred

(2)

121.7

Gross Acquisition Cost

$ 556.1

Less: Available i2 Cash at Transaction Close (Estimated)

160.0

Net Acquisition Cost = Enterprise Value

$ 396.1

i2 LTM Revenue

Enterprise Value / LTM Revenue

$ 231.8

1.7 x

i2 LTM EBITDA

Enterprise Value / LTM EBITDA

$ 61.2

6.5 x

($ in millions)

Note: LTM revenue and EBITDA as of Sept 30, 2009

(1) $18.00 per share value based on JDA’s closing stock price as of Wednesday, November 4, 2009. The final mix between per share cash and JDA stock consideration is dependent

upon the final transaction structure used and closing i2 and JDA equity share counts.

(2) Illustrative settlement value based on change of control premium on face value and accrued dividends.

(1) Includes1.2mm for warrants which are assumed at close.

(2) Illustrative settlement value based on change of control premium on face value of Convertible Preferred and accrued dividends.

(3) Including financing related costs, restructuring and advisor and legal fees.

(4) Senior notes marketed on a best efforts basis.

Estimated Transaction Sources & Uses

Sources

Available Cash from JDAS and ITWO (at close)

$255

JDAS Equity

290

Term Loan

120

Total Sources

$665

Uses

Purchase of ITWO Equity

(1)

$434

Retirement of ITWO Convertible Preferred

(2)

122

Various Transaction Costs

(3)

Assumed Cash to Opening Balance Sheet

Total Uses

$665

Sources

Available Cash from JDAS and ITWO (at close)

$255

JDAS Equity

129

Senior Notes

(4)

275

Total Sources

$659

Uses

Purchase of ITWO Equity

(1)

$434

Retirement of ITWO Convertible Preferred

(2)

122

Various Transaction Costs

(3)

Assumed Cash to Opening Balance Sheet

Total Uses

$659

($ in millions)

Intended Structure

Alternate Structure

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA

Combined

Total Revenues

$385

$232

$617

Total EBITDA (Pre-Synergies)

$98

$61

$159

EBITDA Synergies (Net of Dis-synergies)

(1)

$20

Pro Forma EBITDA with Net Synergies

$179

Total EBITDA Margin (Pre-Synergies)

25.8%

EBITDA Synergies (Net of Dis-synergies)

(1)

3.1%

Pro Forma EBITDA Margin with Net Synergies

28.9%

JDA

JDA + i2

Pro Forma Combined LTM Operating

Stats

(September 30, 2009)

($ in millions)

(1) Reflects operating expense savings and some revenue dis-synergies.

Pro Forma Operating Statistics

JDA

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Services Revenues (LTM)

$176

$77

$253

$50

$100

$150

$200

$250

$300

Maintenance Revenues (LTM)

$385

$232

$617

$150

$300

$450

$600

$750

$900

Total Revenues (LTM)

Significant Increase In Scale

Note: LTM as of Sep 30, 2009

$95

$53

$148

$25

$50

$75

$100

$125

$150

$175

$114

$102

$216

$50

$100

$150

$200

$250

$300

Software Revenues (LTM)

($ in millions)

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Summary of Anticipated Financial Benefits

Significantly Increases Scale

Expands revenues and EBITDA by over 60% on an LTM basis

Positive Financial Impact

Accretive to first-year EPS

Margin expansion with ~$20mm of near-term net EBITDA synergies

Significant deferred tax assets

Conservative Capital Structure

Less than 2.0x maximum leverage (under Intended Structure)

Incremental Business Opportunity

Enhanced market presence expands competitive opportunities

Larger addressable market through complementary verticals

Significant cross-selling / up-selling opportunities across 6,000+ customers

A leader in Supply Chain Planning & Execution across Manufacturing /

Retail Sectors

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Administration

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Finance & Accounting

By The Numbers

AMERICAS

EMEA

ASPAC

India

Total

TEAM

Associates

Revenue

General Ledger

Tax

Internal Audit

FP&A

Financial Systems

Other

TOTAL

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Finance & Accounting

Experienced, Global Presence

•

Stable management team with over 50 years at

JDA

•

Accounting staff located in Arizona, UK, Sweden,

Japan, Singapore, India, Australia, China, Mexico,

and Chile

•

Use state-of-the-art applications such as PeopleSoft

and Hyperion

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Sales & Marketing

Jason Zintak, EVP

Sales & Marketing

CONFIDENTIAL

Sales At-A-Glance

JDA has performed

well in the current

economic environment

with growing license

sales

Global Presence

•

5,800+ customers

in 60 countries

•

71 of the Top 100 Retailers

•

83 of the Top 100 CG Manufacturers

•

1,800+ employees

around the globe

CUSTOMERS

Trailing Twelve Month Software

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Sales & Marketing

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Sales & Marketing

Marketing Team Objectives

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

•

Brand Management

•

Sales Support

–

Lead-generation through: direct mail, e-marketing, advertising, webinars,

presentations, collateral, video

–

Database Management –

Salesforce.com

•

External-

and Internal-facing Web Support and Applications

•

Analyst Relations

•

Corporate Communications

•

Case studies, press releases, scripting, editorial content, whitepapers, media

relations

•

Event Management & Support for industry-leading supply chain events:

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

•

Vertical Sales Strategy & Support

–

Competitive Positioning & Industry Messaging

•

Customer Executive Management

–

Executive Sponsorship Program

•

Industry Thought Leadership

–

Analyst Briefings & White Papers

•

Marketing Content Ownership

•

Product Strategy Field Contribution

•

Partner Field Management

Industry Team Objectives

Sales Process / Salesforce.com

•

Deals Under

$125k

•

Phone and Web

Driven

•

Virtual Presales

•

High Touch

•

Audits

•

80% plus Win-Rate

•

Vertical Industry

Teams

•

Presales Intensive

•

Heavy Reference

Selling

•

Custom

Demonstrations

•

Limited Proof of

Concepts

•

30 % Business

Development

•

Campaign

Driven

•

Outbound

Calling

•

30% CRM Program

•

Targeted

Accounts

•

Trusted Advisor

•

40% AE Driven

•

10 accounts

•

Weekly

Management

Review

•

Presales

Discovery

Process

•

Strategy Calls

•

Weekly Forecast

Reviews

•

Quarterly Deep

Dives in Person

Demand Gen

Qualification

Process

Sales Cycle

Inside Sales

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Pre-Sales Team…

a competitive

differentiator in sales cycles

•

The presales team -

Who are they?

–

Real world experience + JDA knowledge/tenure + selling skills

•

Treat each presentation/demonstration as a Unique Customer Event

–

Develop customized process flows with customer data

–

Develop customized leave behind materials

•

Execute Value Selling and Solution Selling

–

Use unique combination of products to solve the business needs that drive financial

improvement for customers

•

Provide specific financial metrics to articulate “value”

–

Speak to broad best practices and deep functionality

•

Interview Process

–

Real world scenarios –

use cases, present 1, coach, present 2

•

Best Practice / Value Workshops

–

Continuous innovation and cross training

–

Knowledge forums

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Alliance Program: 200 participating

companies…and growing!

Partner Portal –

Alliance Doctrine -

Scorecard

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Themes in the Last Year

Supply Chain in Retail is up

Chico's, Sports Authority, IKEA etc.

Category Management is up

Planogram

Generator new and differentiated

Transportation Sales are up

Demand for classic licenses increasing

Manufacturing

Inventory Optimization, Master Planning

Price and Revenue Optimization

Beating custom solutions

SAP Retail

More of a Partner than Competitor

Oracle Retail

Struggling in the Market

Logility

–

Non Retail

Trying to buy their way in every deal

Optimization vs

Transaction

165 new customer logos over 4 Q’s

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Services

Chris Moore, EVP

JDA Services

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Services

Technical / Performance

Services

•

Performance Tuning

•

Database Administration

Support Services

•

Help Desk and Online

•

Software Innovations

•

Advanced Support

Strategic Services

•

Process Design & Innovation

•

Organizational Alignment

Education Services

•

Product/Process

Training

•

Certification

•

Customization

Implementation Services

•

Project Planning and Delivery

•

Continuing Optimization

Managed Services

•

Outsourced

Operations

•

Workforce

Augmentation

•

Optimization Services

•

Help Desk Transition

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Why JDA Services?

•

Proven Delivery Model –

Ensures ROI

–

We are the Real Demand Chain Results company!

•

Connection to JDA’s

On-Going Customer Value

–

JDA Support and Managed Services are our

conduit to Implementation , Education, and Technical Services

•

Continuous Optimization –

Through Deep Domain Expertise and

Thought Leadership

–

From JDA Support through Strategic Consulting and then back to

Implementation

•

Extending

the

Customers’

Operation

–

with

Global

Delivery

and

Supply Chain Results

–

The go-live is just the beginning of the next phase of interaction and ROI

with JDA Services

No Other Company Provides This Value

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Managed Services -

JDA’s #1 Initiative for 2009

Hardware & Admin

Services

•

Hardware Administration

•

Software Administration

•

Performance Management

•

Problem Management

•

Security Management

Optimization Services

•

JDA Industry & Business Expertise

•

Perform/ Evaluate/ Run

•

Deliver Business Results

Transition / Help Desk

•

Transition Services

•

On-site/Knowledge Support

•

24X7 Availability/Dedicated

Resources

Advanced Customer

Support

•

Assisted Services

•

Business Critical Assistance

•

Application Expert Services

•Technical Assistance

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Other Initiatives

•

Development of Managed Services offering

•

(E)nterprise

(A)ccount

(M)anager

role –

JDA customer relationship lead on our

biggest

accounts

–

similar

the

CBM

role

•

Implementation of new Forecasting and Scheduling and T&E system

•

More involvement of our CoE

consultants in project work

•

Standardization

worldwide

key

processes

implementation

and

support

services

•

Global services sales and maintenance renewal teams

•

Development of continuous leader and development programs and emphasis on

product and business skills certification

CONFIDENTIAL

Chris Moore

Executive Vice President

JDA Services

George Jarzebowski

GVP Worldwide

Support Services

Duane Kotsen

SVP Worldwide

Implementation Services

Marjean

Murray

GVP Worldwide

Business Development

Joe King

GVP Worldwide

Managed Services

Stan Stoots

GVP Product

Development

Gary Myers

GVP Technical

Services

Stacy Parker

Project Manager

JDA Services

JDA Services Organization

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Services

JDA’s Team of Professionals

Delivering Supply Chain Results

5,800+ Customers

700+ Global Services Associates

Unparalleled Expertise/Unmatched Service

Over 10,000 years of experience with JDA Solutions

90%+ Customer Satisfaction Rating

Every 2.5 days a customer goes live with a JDA Solution

using JDA Services

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Services 2009

Over 400 JDA Services associates are certified in JDA

Solutions and all will be certified by end of 2009

68 major project “Go Lives”

this year so far

98 current major projects going on right now

Continued expansion of our Center of Excellence for

Consulting, Support and Managed Services

Increased attachment rates on maintenance and

implementations to new software and upgrades / renewals

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Products

Namita Dhallan, GVP

Product Management Group

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Product Development & Product

Management

Dave King

SVP Product

Dev & Mgmt

Rob Thomas

GVP Dev

SCM & Arch

Rick Frazier

Jaci

Rutiser

Sr. Dirs

Dev Support

Namita Dhallan

GVP Prod Mgmt

Salil

Joshi

Mng

Dir

CoE

Tom Drolet

GVP Dev

Retail

Jean Yatska

GVP Prod Mgmt

Retail

CONFIDENTIAL

Today’s Industry Challenges

Supply

Demand

SUPPLIERS

SERVICE

PROVIDERS

CLIENTS

CHANNELS

CONSUMERS

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

The Capabilities Needed

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Optimize the Consumer-Driven Supply Chain

•

One View of Demand

•

Integrated Planning & Execution Optimization

•

Improve Visibility and Productivity

•

Streamline Logistics

•

Respond Rapidly to Market Realities

Assembly

Materials

Distribution

Warehouse

Store

Consumer

Shipping

From Raw Materials To Consumers

Supply Chain

Demand Chain

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Assortment

Management

Space & Category Mgmt

Replenishment

& Allocation

Workforce Management

Enterprise

Planning

Demand

Management

Collaboration

Master

Planning

Fulfillment

Manufacturing

Scheduling

Network & Inventory

Optimization

Merchandise Operations

Analytics

Transportation

Management

Pricing & Promotion

JDA’s Solution Suite

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Enterprise Architecture

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Product Roadmap Next Steps

•

Conduct detailed solution reviews

•

Work together to create joint roadmaps

–

Meet customer commitments

–

Address market needs

–

Maintain investment protection policy

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Associate Focus

Brian Boylan, SVP

Human Resources

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA’s Guiding Principles

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Commitment to Associate Expertise

•

Corporate objective to continually raise level of associate expertise

•

Continuous Learning and Development (CLD) requirement

established for each associate

–

Minimum of 20 hours annually

–

> 1650 certifications in total

–

> 750 certifications in 2009

•

Corporate goals established for expertise levels

–

Increase product certifications 10% by year end

•

Associate Development plans a key component of JDA Perform

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Culture of Recognition

10788 Nominations in total

Peer to Peer recognition process

Individual & Team recognition

Quarterly & Annual Excellence Awards

500

1000

1500

2000

2500

3000

3500

2005

2006

2007

2008

2009

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

JDA Community Involvement in Q3

•

Donations to Tsunami victims in ASPAC

•

Working with School for the Blind in Hyderabad

•

Blood Drive in Hyderabad

•

Benefit for Susan G. Komen Cancer Foundation in

Scottsdale

•

Benefit for Humane Society in Scottsdale

•

Strawberry Tea and Mountain climb raising money to fight

breast cancer in EMEA

Volunteering at School for the Blind

Humane Society in Scottsdale

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

High Associate Retention

CONFIDENTIAL

JDA Global Headcount

2008 & 2009

Average Tenure >5.6 years (>7.5, excluding CoE)

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

What did we learn about i2

Associates

•

Strong commitment to customers

•

Strong work ethic

•

Culture of innovation

•

Committed to keeping skills fresh & gaining

technical proficiency

•

Desire for continued learning and growth

•

Willingness to share knowledge

•

Community Involvement

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

What this acquisition means from an

Associate perspective

•

3,000 + quality associates with similar values &

commitment levels

•

3,000 + associates sharing knowledge

•

New opportunities for associate growth and development

•

Growth track for technical associates

•

More opportunities to recognize extraordinary performance

•

Having an associate base that is second to none in the

industry

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Integration Planning

Sue Holstad, Sr. Director

Acquisitions, Transitions & Planning

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Creating The Integration Plan

Organizational Objectives:

•

Integrate to a combined company quickly and

efficiently

•

Combined company will operate as one company

on day one

•

Use the work performed last year as a base –

review and adapt as needed

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Creating The Integration Plan

Guiding Principles:

•

Respectfully communicate and collaborate with

team members

•

Minimize the impact to business and on-going

operating profitability

•

Consider that we are under an Nondisclosure

Agreement, but we are still competitors until the

close.

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Integration Team Structure

Functional Teams

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Transition Planning Timeline

Integration Planning Kick Off

November 6

Integration Plans Complete

January 22

“Day One”

Detailed Schedule Complete

February 4

Post Close Communications Plan (30, 60, 90 days)

external and internal –

defined

February 4

February 8-15

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Ongoing Communication

•

Bi-weekly updates on the progress of the planning

activities

•

Intranet sites

–

Presentations

–

FAQ’s

•

Integration_Team@i2.com

•

Integration.Team@jda.com

–

Press Releases

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Closing Remarks & Q&A

Hamish Brewer, JDA CEO

2009

JDA

Software

Group,

Inc.

CONFIDENTIAL

Rule 425 Statement

•

In connection with the proposed transaction involving JDA and i2, JDA plans to file with the Securities and Exchange

Commission (the “SEC”) a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and

each of JDA and i2 plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint

Proxy

Statement/Prospectus

will

mailed

stockholders

JDA

and

i2.

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED

CAREFULLY

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

OTHER

DOCUMENTS

FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

•

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy

Statement/Prospectus (when available) and other documents filed with the SEC by JDA and i2 through the website

maintained

the

SEC

www.sec.gov.

addition,

investors

and

security

holders

may

obtain

free

copies

the

Registration Statement and Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC

from

JDA

directing

request

JDA

Software

Group,

Inc.,14400

North

Street,

Scottsdale,

Arizona

85260,

Attention:

Investor

Relations

(telephone:

(480)

308-3000)

going

JDA’s

corporate

website

www.jda.com,

or from i2 by directing a request to i2 Technologies, Inc., One i2 Place, 11701 Luna Road, Dallas, Texas 75234,

Attention:

Investor

Relations

(telephone

(469)

357-1000)

going

i2’s

corporate

website

www.i2.com.

•

JDA, i2 and their respective directors and executive officers, may be deemed to be participants in the solicitation of

proxies

respect

the

proposed

transaction.

Information

regarding

JDA’s

directors

and

executive

officers

set

forth

in JDA’s

proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2009,

and Annual Report on Form 10-K filed with the SEC on March 13, 2009. Information regarding i2’s directors and

executive officers is set forth in i2’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with

the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March 12, 2000. Additional

information regarding the interests of such potential participants will be included in the Joint Proxy

Statement/Prospectus

and

the

other

relevant

documents

filed

with

the

SEC

(when

available).