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 22, 2004

i2 Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-28030	75-2294945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One i2 Place 11701 Luna Road Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (469) 357-1000

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press release

ITEM 9 AND ITEM 12. REGULATION FD DISCLOSURE AND RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 22, 2004, i2 Technologies, Inc. (the “Company”) announced by press release (the “Press Release”) the Company’s first quarter financial results. The information contained in the Press Release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated by reference herein and is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Results of Operations and Financial Condition.”

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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.

i2 TECHNOLOGIES, INC.
Dated: April 26, 2004
By:	/s/ Katy Murray
	Katy Murray
	Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release

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EX-99.1

EXHIBIT 99.1

i2 Reports First Quarter 2004 Results

DALLAS – April 22, 2004 – i2 Technologies, Inc. (OTC: ITWO), a leading provider of closed-loop supply chain management solutions, today announced results for its first quarter, ended March 31, 2004.

Total revenue for the first quarter was $83.6 million, as compared to $97.7 million in the previous quarter and $157.9 million in the first quarter of 2003.

License revenue in the first quarter was $12.4 million. This compares to $14.8 million of license revenue in the fourth quarter of 2003 and $19.1 million in the first quarter of 2003.

Development services revenue was $6.6 million in the first quarter, consistent with the $6.7 million in the prior quarter and a decrease from the $9.3 million in the first quarter of 2003.

Contract revenue recognized in the quarter was $6.0 million, as compared to $13.9 million in the prior quarter and $56.6 million in the first quarter of 2003. Contract revenue reflects amounts deferred as a result of the Company’s July 2003 restatement.

Total costs and operating expenses for the first quarter of 2004 were $107.7 million, which includes approximately $10.0 million for an accrual the Company has taken for costs associated with a potential resolution of the SEC investigation and an additional charge of $2.4 million for legal expenses related to the pending class action and derivative litigation and the SEC investigation. This compares to $141.6 million in total costs and operating expenses in the fourth quarter of 2003, which included a $42.0 million accrual related to the potential settlement of the class action and derivative litigation, and $2.5 million for legal fees related to the pending class action and derivative litigation and SEC investigation. Total costs and operating expenses in the first quarter of 2003 were $110.1 million, which included $4.0 million of legal and audit fees related to the Company’s re-audits and investigations. Operating loss for the first quarter of 2004 totaled $24.1 million.

The net loss for the first quarter totaled $30.0 million, or ($0.07) loss per diluted share. This compares to a net loss of $49.0 million, or ($0.11) loss per diluted share in the fourth quarter of 2003 and net income of $41.3 million, or $0.09 earnings per diluted share, for the first quarter of 2003.

Cash use in the first quarter totaled $19.7 million. The Company finished the quarter with $289.7 million in total cash and investments.

i2 Planet

i2 will host an analyst meeting from its annual i2 Planet conference next week in San Diego. i2 Planet San Diego is a three-day interactive forum for the exchange of ideas and best practices in supply chain management, featuring presentations and networking opportunities with executives from some of the world’s most successful and innovative companies. i2 management will address analysts and investors from the event on Wednesday April 28. A live web cast of the analyst meeting will be available beginning at 4:30 p.m. Eastern via the Company’s website at www.i2.com/investors.

-more-

i2 Reports First Quarter 2004 Results

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Earnings Conference Call Information

The i2 management will host a live conference call and Webcast with investors today, April 22, 2004 at 5:00 p.m. Eastern to discuss the first quarter financial results. Investors and other interested parties may access the call via web cast through the Company’s web site at www.i2.com/investors. A telephone replay of the event will also be available for approximately 24 hours following the call. To access the replay, dial 800-475-6701 and enter pass code 728796.

About i2

A leading provider of closed-loop supply chain management solutions, i2 designs and delivers software that helps customers optimize and synchronize activities involved in successfully managing supply and demand. i2’s global customer base consists of some of the world’s market leaders – including seven of the Fortune global top 10. Founded in 1988 with a commitment to customer success, i2 remains focused on delivering value by implementing solutions designed to provide a rapid return on investment. Learn more at www.i2.com.

i2 is a registered trademark of i2 Technologies US, Inc. and i2 Technologies, Inc.

For More Information Contact:

Melanie Ofenloch

i2 Corporate Communications

469-357-3027

melanie_ofenloch@i2.com

Barry Sievert

Shelton Investor Relations for i2

972-239-5119 ext 134

bsievert@sheltongroup.com

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I2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	March 31,
	2004			2003
Revenues:
Software licenses	$	12,388		$	19,149
Development services		6,617			9,289
Contract		5,970			56,593
Services		27,643			38,573
Maintenance		31,004			34,345
Total revenues		83,622			157,949
Costs and expenses:
Cost of revenues:
Software licenses		3,177			283
Development services		6,606			6,221
Contract		106			7,197
Amortization of acquired technology		145			145
Services and maintenance		31,977			36,774
Sales and marketing		19,921			23,649
Research and development		19,691			20,777
General and administrative		25,461			14,379
Amortization of intangibles		39			423
Restructuring charges and adjustments		575			253
Total costs and expenses		107,698			110,101
Operating income (loss)		(24,076	)		47,848
Other income (expense), net		(5,091	)		(5,018	)
Income (loss) before income taxes		(29,167	)		42,830
Income tax expense		809			1,498
Net income (loss)	$	(29,976	)	$	41,332
Income (loss) per common share:
Basic	$	(0.07	)	$	0.10
Diluted	$	(0.07	)	$	0.09
Weighted-average common shares outstanding:
Basic		434,439			432,850
Diluted		434,439			477,524

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i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)

	March 31, 2004			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	259,076		$	288,822
Restricted cash		10,897			15,532
Short-term investments, at fair value		5,000			5,000
Accounts receivable, net of allowance for doubtful accounts of $2,540 and $3,098		41,156			36,746
Deferred contract costs		6,889			6,995
Other current assets		24,762			27,529
Total current assets		347,780			380,624
Long-term investments, at fair value		14,705			—
Premises and equipment, net		25,000			28,483
Intangible assets, net		4,099			4,647
Goodwill		16,620			16,620
Total assets	$	408,204		$	430,374
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,079		$	20,853
Accrued liabilities		114,093			109,499
Accrued compensation and related expenses		26,994			27,380
Deferred tax liabilities		9			9
Deferred revenue		216,888			212,753
Total current liabilities		377,063			370,494
Non-current deferred tax liabilities		15			18
Long-term debt		356,800			356,800
Total liabilities		733,878			727,312
Commitments and contingencies
Stockholders’ equity deficit:
Preferred stock, $0.001 par value, 5,000 shares authorized, none issued		—			—
Series A junior participating preferred stock, $0.001 par value, 2,000 shares authorized, none issued		—			—
Common stock, $0.00025 par value, 2,000,000 shares authorized, 434,615 and 434,133 shares issued and outstanding		109			109
Additional paid-in capital		10,377,641			10,376,937
Accumulated other comprehensive income (loss)		748			217
Accumulated deficit		(10,704,172	)		(10,674,201	)
Net stockholders’ deficit		(325,674	)		(296,938	)
Total liabilities and stockholders’ deficit	$	408,204		$	430,374

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