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): May 1, 2007

i2 Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28030	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

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 and Item 7.01.    Results of Operations and Financial Condition, and Regulation FD Disclosure.

On May 1, 2007, i2 Technologies, Inc. (the “Company”) announced by press release (the “Press Release”) the Company’s first quarter 2007 financial results. The information contained in the Press Release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and Item 7.01, “Regulation FD Disclosure.”

The Company will conduct its earnings conference call on May 1, 2007, at 10:00 a.m. ET. A webcast of the conference call will be open to the public and can be accessed via the company’s Web site at http://www.i2.com/investor.

The information in this Current Report and the accompanying exhibit shall not be incorporated by reference into any filing by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Included in the Press Release is the disclosure of non-GAAP diluted earnings per share and non-GAAP operating revenue. Management believes that the presentation of non-GAAP diluted earnings per share and non-GAAP operating revenue and their related reconciliation to GAAP diluted earnings per share and GAAP revenue, respectively, is useful to investors as it reflects financial measures that management utilizes for budgeting purposes, as well as analyzing the underlying performance of the Company. Management believes that these non-GAAP measures provide investors additional important information to enable them to assess, in the way that management assesses, the operations of the Company. This non-GAAP financial information should not be considered as a substitute for, or superior to, and should only be read in conjunction with, measures of financial performance prepared in accordance with generally accepted accounting principles.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release dated May 1, 2007.

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.

Dated: May 1, 2007	i2 TECHNOLOGIES, INC.
	By:	/s/ Michael J. Berry
		Michael J. Berry
		Executive Vice President, Finance and Accounting, and Chief Financial Officer
		(On behalf of the Registrant and as Principal Accounting and Financial Officer)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated May 1, 2007

EX-99.1

Exhibit 99.1

i2 Reports First Quarter 2007 Results

Company achieves $0.13 in GAAP diluted earnings per share versus $0.04 in the first quarter of 2006

DALLAS – May 1, 2007 – i2 Technologies, Inc. (NASDAQ: ITWO) today announced results for the first quarter 2007.

A summary of first quarter results:

• Total revenue was $65.6 million, including contract revenue of $2.5 million

• Total costs and expenses were $60.1 million

• Net income applicable to common stockholders was $3.5 million

• Diluted earnings per share (GAAP) were $0.13

• Non-GAAP diluted earnings per share were $0.16 (excluding stock option expense and contract revenue)

• Cash used in operations was negative $6.6 million

• Total bookings of $61.5 million, including $7.7 million in software solutions bookings

“Our earnings and cash used in operations for the first quarter were generally in line with our internal expectations,” stated i2 Chief Executive Officer Michael McGrath. “While we were disappointed with our software solutions and maintenance revenue as well as our software solutions bookings in the quarter, we were pleased with the strong growth we achieved in our services business this quarter as compared to the first quarter of 2006. This growth highlights our continuing transition to a solutions-oriented provider.

“Interest in our new-generation solutions continues to build and we are looking forward to showcasing customer successes, as well as hosting discussions and demonstrations that display the benefits of our new-generation solutions, at i2 Planet later this week,” concluded McGrath.

First Quarter Results

Revenue Detail

Total revenue for the first quarter was $65.6 million as compared to $64.0 million in the first quarter of 2006. Total revenue included contract revenue of $2.5 million and $33,000 in the first quarters of 2007 and 2006, respectively. Excluding the impact of contract revenue, operating revenue was $63.1 million as compared to $64.0 million in the first quarter of 2006, a decline of one percent period-to-period.

i2 had total first quarter software solutions revenue, which includes core license revenue, recurring license revenue as well as fees received to develop the licensed functionality, of $13.4 million. This compares to $16.9 million of software solutions revenue in the first quarter of 2006, a decline of 21 percent period-to-period.

Services revenue in the first quarter was $28.7 million, an increase of 20 percent from the $23.9 million of services revenue in the first quarter of 2006. Services revenue includes fees received from arrangements to customize or enhance previously purchased licensed software. Services revenue also includes reimbursable expenses.

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i2 Reports First Quarter 2007 Results

Page 2

First quarter maintenance revenue was $21.0 million, a decrease of 9 percent from $23.2 million in the comparable prior year quarter.

Costs and Expenses

Total costs and expenses for the first quarter of 2007 were $60.1 million, a slight decrease compared to $60.4 million in the first quarter of 2006. Total costs and expenses in the first quarter of 2007 included $4.2 million in stock-based compensation expense, which includes $3.2 million in expense related to stock options and $1.0 million in expense related to restricted stock units.

Net Income

The company reported first quarter 2007 net income applicable to common stockholders of $3.5 million or $0.13 per diluted share. This compares to $1.2 million or $0.04 per diluted share in net income applicable to common stockholders in the first quarter of 2006.

Non-GAAP Earnings Per Share

The company provides non-GAAP financial measures to assist stockholders with the analysis of financial and business trends related to the company’s operations. These calculations are not in accordance with, or an alternative for, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies.

A full reconciliation of GAAP to non-GAAP financial measures can be found in Schedule A included with this release.

Non-GAAP diluted earnings per share applicable to common stockholders in the first quarter of 2007 were $0.16, compared to $0.21 per diluted share in the comparable period last year on a non-GAAP basis. Non-GAAP diluted earnings per share excludes stock option expense and contract revenue.

Contract revenue is the result of the recognition of certain revenue carried on i2’s balance sheet as a portion of deferred revenue and is a result of the company’s 2003 financial restatement. The company recognized $2.5 million of contract revenue during the first quarter of 2007 and as of March 31, 2007 the deferred contract revenue balance was zero.

Other Financial Information

On March 31, 2007, i2’s total cash (including restricted cash) was $108.5 million. Total debt at the end of the first quarter was $86.3 million, which represents the face value of the company’s 5 percent senior convertible notes.

The company experienced negative cash flow from operations of $6.6 million in the first quarter of 2007. Included in the first quarter operating cash outflows were $12 million for the cash payment of employee bonuses earned in 2006, $5 million in non-operating and other non-recurring legal fees accrued in 2006 and other pre-paid expenses.

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i2 Reports First Quarter 2007 Results

Page 3

CEO Succession Planning

The board of directors also announced that it has initiated a search to replace CEO and President Michael McGrath, who is expected to retire from i2 by the end of 2007 when his contract expires. McGrath was appointed CEO on February 28, 2005 and led i2 through a critical transition by stabilizing the company, improving its management foundation, and igniting growth to set the stage for the future.

“We have accomplished many strategic initiatives since I joined i2 more than two years ago, and as a result we are a much stronger company with exciting growth opportunities for our new-generation solutions,” said McGrath. “I have stayed in the position a little longer than originally planned because I enjoyed working with a terrific group of i2ers and our passionate customers. I remain committed to i2 until the board of directors completes its search and my successor begins.”

Earnings Conference Call and Webcast Information

The i2 management team will host a live conference call with investors today, May 1 at 10 a.m. EDT to discuss the first quarter 2007 financial results. Investors and other interested parties may access the call and accompanying slide presentation via webcast through the company’s Web site at http://www.i2.com/investor.

An audio replay of the conference call will be available for approximately 24 hours following the call. To access the replay, dial (800) 475-6701 (USA) or (320) 365-3844 (International) and enter access code 870713. The webcast will also be archived via the company’s Web site at http://www.i2.com/investor.

i2 Planet 2007

In addition, i2 announced that it would host a meeting for investors and analysts later this week at i2 Planet 2007. The meeting is scheduled from 2-4 p.m. EDT on Thursday, May 3 at the JW Marriott Grande Lakes in Orlando, Fla. The meeting will be open to the public via webcast and available on the company’s web site at http://www.i2.com/investor.

About i2

i2 helps business leaders make better supply chain decisions. i2’s flexible new-generation solutions are designed to synchronize demand and supply across ever-changing global business networks. i2’s innovative supply chain management tools and services are pervasive in a wide cross-section of industries; 20 of the AMR Research Top 25 Global Supply Chains belong to i2 customers. Learn more at www.i2.com.

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

i2 Cautionary Language

This press release contains forward-looking statements that involve risks and uncertainties, including forward-looking statements regarding i2’s full-year financial outlook. These forward-looking statements are based on current expectations for bookings, cash collections, revenue and expense, and involve risks and uncertainties that may cause actual results to differ from those projected. For a discussion of factors which could impact i2’s financial results and cause actual results to differ materially from those in forward-looking statements, please refer to i2’s recent filings with the SEC, particularly the Annual Report on Form 10-K filed March 30, 2007. i2 expressly disclaims any current intention to update the forward-looking information contained in this news release.

For More Information Contact:
Tom Ward	Beth Elkin
i2 Investor Relations	i2 Corporate Communications
469-357-3854	469-357-4225
tom_ward@i2.com	beth_elkin@i2.com

i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)

	March 31, 2007			December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	102,710		$	109,419
Restricted cash		5,783			4,626
Accounts receivable, net		25,491			25,677
Other current assets		10,749			9,231
Total current assets		144,733			148,953
Premises and equipment, net		9,824			10,691
Goodwill		14,760			14,760
Non-current deferred tax asset		8,592			8,060
Other non-current assets		7,327			7,605
Total assets	$	185,236		$	190,069
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	6,656		$	11,283
Accrued liabilities		20,329			22,245
Accrued compensation and related expenses		14,884			24,010
Deferred revenue		70,468			74,047
Deferred taxes		111			—
Total current liabilities		112,448			131,585
Total long-term debt, net		83,980			83,822
Taxes payable		4,283			—
Total liabilities		200,711			215,407
Commitments and contingencies
Stockholders’ deficit:
Preferred Stock, $0.001 par value, 5,000 shares authorized, none issued and outstanding		—			—
Series A junior participating preferred stock, $0.001 par value, 2,000 shares authorized, none issued and outstanding		—			—
Series B 2.5% convertible preferred stock, $1,000 par value, 150 shares authorized, 105 issued and outstanding at March 31, 2007 and December 31, 2006		101,794			101,686
Common stock, $0.00025 par value, 2,000,000 shares authorized, 21,111 and 21,005 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively		5			5
Warrants for common stock		3,125			3,125
Additional paid-in capital		10,444,646			10,439,136
Accumulated other comprehensive income		3,123			2,398
Accumulated deficit		(10,568,168	)		(10,571,688	)
Net stockholders’ deficit		(15,475	)		(25,338	)
Total liabilities and stockholders’ deficit	$	185,236		$	190,069

i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2007			2006
Revenues:
Software solutions	$	13,433		$	16,922
Services		28,695			23,874
Maintenance		21,009			23,214
Contract		2,450			33
Total revenues		65,587			64,043
Costs and expenses:
Cost of revenues:
Software solutions		2,474			3,403
Services and maintenance		26,780			23,471
Amortization of acquired technology		6			—
Sales and marketing		11,698			11,096
Research and development		8,805			8,947
General and administrative		10,378			13,538
Amortization of intangibles		3			—
Restructuring charges and adjustments		(25	)		(50	)
Total costs and expenses		60,119			60,405
Operating income		5,468			3,638
Non-operating (expense) income, net:
Interest income		1,346			1,046
Interest expense		(1,240	)		(1,540	)
Realized gains on investments, net		—			586
Foreign currency hedge and transaction losses, net		(117	)		(216	)
Other (expense) income, net		(321	)		281
Total non-operating (expense) income, net		(332	)		157
Income before income taxes		5,136			3,795
Income tax expense		859			2,014
Net income	$	4,277		$	1,781
Preferred stock dividend and accretion of discount		757			629
Net income applicable to common stockholders	$	3,520		$	1,152
Net income per common share applicable to common stockholders:
Basic	$	0.14		$	0.05
Diluted	$	0.13		$	0.04
Weighted-average common shares outstanding:
Basic		25,610			25,195
Diluted		26,954			25,653

i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2007			2006
Cash flows used in operating activities:
Net income	$	4,277		$	1,781
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		1,585			1,814
Stock based compensation		4,179			4,399
Gain on sale of securities		—			(501	)
Loss (gain) on disposal of equipment		151			(29	)
Provision (credit) for bad debts charged to costs and expenses		24			(34	)
Deferred income taxes		(107	)		905
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable, net		214			3,254
Other assets		(1,146	)		625
Accounts payable		(427	)		(1,181	)
Accrued liabilities		(2,506	)		(4,049	)
Accrued compensation and related expenses		(9,190	)		(8,916	)
Deferred revenue		(3,607	)		(6,042	)
Net cash used in operating activities		(6,553	)		(7,974	)
Cash flows used in investing activities:
Restrictions placed on cash		(1,157	)		(1,130	)
Purchases of premises and equipment		(442	)		(578	)
Proceeds from sale of premises and equipment		11			141
Proceeds from sale of securities		—			501
Business acquisition		—			(569	)
Net cash used in investing activities		(1,588	)		(1,635	)
Cash flows provided by financing activities:
Repurchase of debt		—			(1,140	)
Proceeds from sale of convertible debt		—			7,500
Payment of debt issuance costs		—			(493	)
Net proceeds from common stock issuance from options and employee stock purchase plans		1,330			6
Net cash provided by financing activities		1,330			5,873
Effect of exchange rates on cash		102			81
Net change in cash and cash equivalents		(6,709	)		(3,655	)
Cash and cash equivalents at beginning of period		109,419			112,882
Cash and cash equivalents at end of period	$	102,710		$	109,227
Supplemental cash flow information
Income taxes paid (net of refunds received)	$	673		$	1,769
Schedule of non-cash financing activities
Preferred stock dividend and accretion of discount	$	757		$	629

SCHEDULE A TO PRESS RELEASE

i2 TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

($ in thousands, except per share data)

(Unaudited)

Revenue
	1Q 2007		1Q 2006
GAAP revenue	$	65,587	$	64,043
Less: contract revenue		2,450		33
Operating Revenue	$	63,137	$	64,010
Diluted earnings per share applicable to common stockholders *
	1Q 2007		1Q 2006
GAAP diluted earnings per share applicable to common stockholders	$	0.13	$	0.04
Add: stock option expense	$	0.12	$	0.17
Less: contract revenue	$	0.09	$	0.00
Non-GAAP diluted earnings per share applicable to common stockholders	$	0.16	$	0.21

* Non-GAAP EPS amounts may vary from GAAP EPS amounts and adjustments due to rounding

SCHEDULE B TO PRESS RELEASE

i2 TECHNOLOGIES, INC.

KEY PERFORMANCE INDICATORS

(Unaudited)

	1Q 06			2Q 06			3Q 06			4Q 06			1Q 07
Software solutions bookings ($ in millions) (1)	$	9.4		$	14.9		$	7.9		$	17.4		$	7.7
Platform technology bookings ($ in millions)	$	—		$	10.5		$	—		$	—		$	—
Services and maintenance bookings ($ in millions)	$	52.2		$	50.1		$	48.5		$	46.5		$	53.9
Total bookings ($ in millions) (2)	$	61.6		$	75.4		$	56.4		$	63.9		$	61.5
Total revenue recognized by region
Greater APAC		21	%		22	%		17	%		21	%		15	%
EMEA		19	%		18	%		19	%		19	%		25	%
Americas		60	%		60	%		64	%		60	%		60	%
Total revenue		100	%		100	%		100	%		100	%		100	%
Number of software solutions transactions > $500K		3			9			2			5			6
Average amount booked ($ in thousands) (3)	$	322		$	652		$	292		$	496		$	192
Quarter end balances:
Deferred revenue—contract ($ in millions)	$	7.6		$	7.5		$	7.5		$	3.2		$	—
Deferred revenue—other ($ in millions)	$	86.1		$	96.0		$	81.6		$	70.8		$	70.5
Total deferred revenue ($ in millions)	$	93.7		$	103.5		$	89.1		$	74.0		$	70.5
Days sales outstanding		32			32			34			31			38
Total headcount		1,259			1,277			1,315			1,343			1,351
Direct sales representatives (4)		42			44			47			49			50

1. Software solutions bookings includes bookings for recurring transactions.

2. Total bookings represents potential future revenue that was sold each quarter, including platform technology bookings

3. Average amount excludes recurring bookings less than $10K

4. Represents individuals with specific sales quotas