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): November 5, 2009

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 November 5, 2009, i2 Technologies, Inc. (the “Company”) announced by press release (the “Earnings Press Release”) the Company’s third quarter 2009 financial results. The information contained in the Earnings 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 cancelled its previously announced conference call to discuss the third quarter 2009 financial results due to the Company’s announcement regarding its proposed merger with JDA Software Group, Inc.

Included in the Earnings Press Release is the disclosure of non-GAAP diluted earnings per share and non-GAAP operating income. Management believes that the presentation of non-GAAP diluted earnings per share and non-GAAP operating income and their related reconciliation to GAAP diluted earnings per share and GAAP operating income, 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.

The information contained in this Current Report and the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, or incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated November 5, 2009 announcing the Company’s third quarter 2009 financial results

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: November 5, 2009	i2 TECHNOLOGIES, INC.
	By:	/S/    MICHAEL J. BERRY
		Michael J. Berry
		Executive Vice President, Finance and Accounting and Chief Financial Officer

EX-99.1

i2 Reports Third Quarter 2009 Results

DALLAS – November 5, 2009 – i2 Technologies, Inc. (NASDAQ: ITWO) today announced the following results for the third quarter of 2009:

• Total revenue was $54.6 million

• Total costs and expenses were $42.4 million

• Net income applicable to common stockholders was $10.0 million

• Diluted earnings per share (GAAP) were $0.36

• Non-GAAP diluted earnings per share were $0.39 (excluding stock option expense)

• Cash flow from operations was $4.5 million

• Total bookings of $53.8 million, including $8.2 million in software solutions bookings (total bookings includes $7.5 million in multi-year agreements with an average term of 2.5 years)

“We are pleased with our operating and financial results in what is typically a seasonally low quarter,” stated i2 Chief Executive Officer Jackson L. Wilson, Jr. “We recorded more than $53 million in total bookings, with year-over-year growth in each of our bookings categories, including significant wins from our transportation and channel management solutions. The relationship between branded manufacturers and retailers continues to evolve and our channel management solutions address the challenges presented as a result of multi-enterprise collaboration.”

“We are reporting solid financial results for the third quarter, highlighted by continued aggressive cost management, strong earnings per share and cash flow from operations that exceeded our expectations,” stated i2 Executive Vice President and Chief Financial Officer Mike Berry. “We continue to manage the business very efficiently and are pleased with our strong profitability and growing cash position,” concluded Berry.

Third Quarter Results

Revenue Detail

Total revenue for the third quarter was $54.6 million as compared to $64.8 million in the third quarter of 2008, a decrease of $10.1 million or 16 percent.

i2 had total third quarter software solutions revenue, which includes core and recurring license revenue and revenue to develop the licensed functionality, of $15.2 million. This compares to $10.6 million of software solutions revenue in the third quarter of 2008, an increase of $4.7 million or 44 percent year-over-year.

Services revenue in the third quarter was $21.0 million, a decrease of $12.3 million or 37 percent compared to the $33.3 million of services revenue in the third quarter of 2008. Services revenue includes fees received from consulting and training services and arrangements to customize or enhance previously purchased licensed software as well as reimbursable expenses.

Third quarter maintenance revenue was $18.4 million, a decrease of 12 percent from $20.9 million in the comparable prior year quarter.

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i2 Reports Third Quarter 2009 Results

Page 2

Costs and Expenses

Costs and expenses, subtotal, excludes amounts related to the company’s intellectual property patent infringement lawsuit (external litigation expenses in the 2009 period related to the Oracle litigation). Costs and expenses, subtotal for the third quarter of 2009 were $42.1 million, a 22 percent decrease compared to $54.2 million in the third quarter of 2008. Costs and expenses in the third quarter of 2009 included $2.1 million in stock-based compensation expense, which includes $1.0 million in expense related to stock options and $1.1 million in expense related to restricted stock units.

Total costs and expenses for the third quarter of 2009 were $42.4 million as compared to $54.2 million in the same period in 2008.

Net Income

The company reported third quarter 2009 net income applicable to common stockholders of $10.0 million, or $0.36 per diluted share. This compares to $1.4 million, or $0.05 per diluted share, in net income applicable to common stockholders in the third quarter of 2008.

Nine Month Results

For the nine months ended September 30, 2009, total revenues were $168.1 million, a decrease of 12 percent as compared to $192.1 million for the same period in 2008.

Software solutions revenue increased 17 percent to $40.7 million for the nine months ended September 30, 2009 compared to $34.8 million for the nine months ended September 30, 2008. Services revenue was $71.4 million for the nine months ended September 30, 2009 compared to $92.7 million in the same period in 2008, a decrease of 23 percent. Maintenance revenue decreased 13 percent to $56.0 million in the nine months ended September 30, 2009 compared to $64.6 million in the comparable period in 2008.

Costs and expenses, subtotal (excludes external litigation expenses in the 2009 period related to the Oracle litigation and external litigation expenses and settlement benefit in the 2008 period related to the SAP litigation), for the nine months ended September 30, 2009 decreased 21 percent to $136.6 million as compared to $172.0 million in the comparable period of 2008. Costs and expenses for the nine months ended September 30, 2009 included $7.2 million in stock-based compensation expense, which includes $3.9 million in expense related to stock options and $3.3 million in expense related to restricted stock units.

Total costs and expenses for the nine months ended September 30, 2009 were $137.2 million as compared to $92.1 million in the same period in 2008. The nine months ended September 30, 2008 amount reflects a benefit of $79.9 million, net of external patent litigation expenses, related to the company’s intellectual property settlement with SAP.

The company reported net income applicable to common stockholders of $21.7 million or $0.80 per diluted share for the nine months ended September 30, 2009. This compares to $83.7 million or $3.15 per diluted share in net income applicable to common stockholders in the comparable period in 2008. The nine months ended September 30, 2008 amount includes $78.4 million, net of external litigation expenses and applicable taxes, from the intellectual property settlement.

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i2 Reports Third Quarter 2009 Results

Page 3

Non-GAAP Diluted 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.

Non-GAAP diluted earnings per share applicable to common stockholders in the third quarter of 2009 were $0.39, compared to $0.33 per diluted share in the comparable period last year on a non-GAAP basis. Non-GAAP diluted earnings per share applicable to common stockholders for the nine months ended September 30, 2009 were $0.98, compared to $0.54 per diluted share in the comparable period in 2008 on a non-GAAP basis. Non-GAAP diluted earnings per share excludes stock option expense; the impact of ASC 470 adoption; the net loss on the repurchase of the company’s 5% senior convertible notes due to the write-off of unamortized discount and debt issuance costs partially offset by the repurchase of the notes below par value; the effect of the intellectual property settlement, net of the impact of taxes applicable to the settlement; and external expenses related to the company’s proposed and subsequently terminated merger agreement in 2008.

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

Other Financial Information

On September 30, 2009, i2’s total cash balance was $192.3 million (including restricted cash of $6.7 million), an increase of $10.7 million from June 30, 2009. The increase in the cash balance reflects the net proceeds from common stock issuance from exercised options as well as the positive cash flow from operations generated in the quarter.

The company generated cash flow from operations of $4.5 million in the third quarter of 2009, bringing the nine months ended September 30, 2009 cash flow from operations amount to $26.9 million.

The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until the company files its third quarter 2009 Form 10-Q.

i2 Supply Chain Leader Forum

In addition, on Nov 10, i2 will host the i2 Supply Chain Leader Forum, a one-day virtual event focusing on supply chain management trends and supply chain strategies for 2010 and beyond. The i2 Supply Chain Leader Forum is free, accessible to attendees around the world via webcast, and will feature virtual presentations, panel discussions, live chats and an exhibit hall with more than 200 collateral resources available for downloading.

The i2 Supply Chain Leader Forum agenda, including presentation abstracts and presenter biographies, is available online at www.i2.com/sclforum. Registration for the i2 Supply Chain Leader Forum is also available online. To secure an all-access pass, please go to www.i2.com/sclforum and click the registration button in the upper right corner.

Earnings Conference Call and Webcast Information

Due to the proposed merger with JDA Software Group, Inc. announced earlier today, the company has cancelled its previously announced conference call to discuss the third quarter 2009 financial results.

About i2

Throughout its more than 20-year history of innovation and value delivery, i2 has dedicated itself to building successful customer partnerships. As a full-service supply chain company, i2 is uniquely positioned to help its clients achieve world-class business results through a combination of consulting, technology, and managed services. i2 solutions are pervasive in a wide cross-section of industries. 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 ability to execute upon its internal plans and improve operational efficiencies. These forward-looking statements are based on current expectations for bookings, cash collections, revenue, expense, diluted shares outstanding and the company’s proposed merger with JDA Software Group, Inc., and involve risks and uncertainties that may cause actual results to differ from those projected, including, without limitation, the risk that (i) we may experience purchasing delays or a reduction in maintenance renewals as a result of the proposed merger with JDA Software Group, Inc., (ii) the merger with JDA Software Group, Inc., as currently proposed, may not be consummated, (iii) we will be unable to develop new products or develop and generate additional demand for our existing products, (iv) we will be unable to remain competitive, (v) our strategy to sell new software solutions may not be successful, (vi) product quality, performance claims and other litigation may have a material adverse effect on our relationships with customers and our business, and (vii) key personnel leave the company or the company is unable to attract, train and retain additional personnel. 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 for the year ended December 31, 2008. 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)

	September 30, 2009			December 31, 2008
				(as Restated) *
ASSETS
Current assets:
Cash and cash equivalents	$	185,513		$	238,013
Restricted cash		6,737			5,777
Accounts receivable, net		21,127			25,846
Other current assets		8,663			9,477
Total current assets		222,040			279,113
Premises and equipment, net		3,230			4,915
Goodwill		16,684			16,684
Non-current deferred tax asset		5,624			7,289
Other non-current assets		3,842			5,024
Total assets	$	251,420		$	313,025
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,502		$	4,855
Accrued liabilities		13,042			15,116
Accrued compensation and related expenses		15,810			18,679
Deferred revenue		43,796			53,028
Total current liabilities		76,150			91,678
Total long-term debt, net		—			64,520
Taxes payable		6,419			6,948
Total liabilities		82,569			163,146
Commitments and contingencies
Stockholders’ equity:
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 111 issued and outstanding at September 30, 2009 and 109 issued and outstanding at December 31, 2008		108,293			106,591
Common stock, $0.00025 par value, 2,000,000 shares authorized, 22,778 and 21,895 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively		6			5
Additional paid-in capital		10,492,082			10,498,453
Accumulated other comprehensive income		3,456			1,509
Accumulated deficit		(10,434,986	)		(10,456,679	)
Net stockholders’ equity		168,851			149,879
Total liabilities and stockholders’ equity	$	251,420		$	313,025

* 2008 period restated to reflect the adoption of ASC 470

i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2009			2008			2009			2008
				(as Restated) *						(as Restated) *
Revenues:
Software solutions	$	15,217		$	10,562		$	40,689		$	34,802
Services		21,006			33,316			71,357			92,666
Maintenance		18,413			20,875			56,021			64,588
Total revenues		54,636			64,753			168,067			192,056
Costs and expenses:
Cost of revenues:
Software solutions		2,892			2,296			7,214			7,784
Services		13,221			22,218			45,797			68,313
Maintenance		2,126			2,368			6,749			7,866
Amortization of acquired technology		—			—			—			4
Sales and marketing		9,064			10,518			28,020			35,540
Research and development		6,360			7,384			20,124			22,558
General and administrative		8,432			9,402			25,695			29,830
Amortization of intangibles		—			25			25			75
Restructuring charges and adjustments		(20	)		—			2,975			—
Costs and expenses, subtotal		42,075			54,211			136,599			171,970
Intellectual property settlement, net		370			—			562			(79,860	)
Total costs and expenses (benefit)		42,445			54,211			137,161			92,110
Operating income		12,191			10,542			30,906			99,946
Non-operating income (expense), net:
Interest income		65			1,212			261			3,339
Interest expense		—			(1,872	)		(899	)		(5,596	)
Foreign currency hedge and transaction losses, net		(97	)		(639	)		(928	)		(1,244	)
Loss on extinguishment of debt		—			—			(892	)		—
Other income (expense), net		(96	)		(5,575	)		(175	)		(5,094	)
Total non-operating (expense), net		(128	)		(6,874	)		(2,633	)		(8,595	)
Income before income taxes		12,063			3,668			28,273			91,351
Income tax expense		1,219			1,508			4,180			5,349
Net income		10,844			2,160			24,093			86,002
Preferred stock dividend and accretion of discount		814			794			2,400			2,346
Net income applicable to common stockholders	$	10,030		$	1,366		$	21,693		$	83,656
Net income per common share applicable to common stockholders:
Basic	$	0.37		$	0.05		$	0.80		$	3.20
Diluted	$	0.36		$	0.05		$	0.80		$	3.15
Weighted-average common shares outstanding:
Basic		27,305			26,337			26,951			26,175
Diluted		28,079			26,851			27,158			26,578

* 2008 period restated to reflect the adoption of ASC 470

i2 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Nine Months Ended September 30,
	2009			2008
				(as Restated) *
Cash flows from operating activities:
Net income	$	24,093		$	86,002
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance expense		84			516
Debt discount accretion		389			2,358
Loss on extinguishment of debt		892			—
Depreciation and amortization		2,133			2,738
Stock based compensation		7,166			8,661
Loss on disposal of premises and equipment		230			143
Provision for bad debts charged to costs and expenses		27			173
Deferred income taxes		1,539			1,526
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		4,781			(2,097	)
Other assets		2,344			(8,420	)
Accounts payable		(1,509	)		559
Taxes payable		8			1,931
Accrued liabilities		(2,898	)		3,622
Accrued compensation and related expenses		(3,184	)		294
Deferred revenue		(9,223	)		929
Net cash provided by operating activities		26,872			98,935
Cash flows (used in) provided by investing activities:
Restrictions (placed) released on cash		(960	)		1,810
Purchases of premises and equipment		(716	)		(848	)
Proceeds from sale of premises and equipment		72			13
Net cash (used in) provided by investing activities		(1,604	)		975
Cash flows (used in) provided by financing activities:
Repurchase of debt and equity conversion feature		(84,814	)		—
Net proceeds from common stock issuance from options and employee stock purchase plans		6,717			450
Net cash (used in) provided by financing activities		(78,097	)		450
Effect of exchange rates on cash		329			(176	)
Net change in cash and cash equivalents		(52,500	)		100,184
Cash and cash equivalents at beginning of period		238,013			120,978
Cash and cash equivalents at end of period	$	185,513		$	221,162
Supplemental cash flow information
Interest paid	$	1,053		$	2,156
Income taxes paid (net of refunds received)	$	4,404		$	3,309
Schedule of non-cash financing activities
Preferred stock dividend and accretion of discount	$	2,400		$	2,346

* 2008 period restated to reflect the adoption of ASC 470

SCHEDULE A TO PRESS RELEASE

November 5, 2009

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

($ in thousands, except per share data)

(unaudited)

Operating Income	Three months ended Sept. 30,						Nine months ended Sept. 30,
	2009			2008			2009			2008
GAAP operating income	$	12,191		$	10,542		$	30,906		$	99,946
GAAP operating margin		22.3	%		16.3	%		18.4	%		52.0	%
Add: stock option expense		1,046			1,704			3,866			5,679
Less: intellectual property settlement		—			—			—			83,333
Non-GAAP operating income	$	13,237		$	12,246		$	34,772		$	22,292
Non-GAAP operating margin		24.2	%		18.9	%		20.7	%		11.6	%
Net income applicable to common stockholders	Three months ended Sept. 30,						Nine months ended Sept. 30,
	2009			2008			2009			2008
GAAP net income applicable to common stockholders	$	10,030		$	1,366		$	21,693		$	83,656
Add: stock option expense		1,046			1,704			3,866			5,679
Less: intellectual property settlement		—			—			—			83,333
Add: non-cash effect of incremental non-operating expense from ASC 470 adoption		—			535			265			1,589
Add: external expenses related to proposed transaction in 2008		—			5,311			—			5,311
Add: loss on extinguishment of debt *		—			—			892			—
Add: tax effect of intellectual property settlement		—			—			—			1,421
Non-GAAP net income applicable to common stockholders	$	11,076		$	8,916		$	26,716		$	14,323
Diluted earnings per share applicable to common stockholders **	Three months ended Sept. 30,						Nine months ended Sept. 30,
	2009			2008			2009			2008
GAAP diluted earnings per share applicable to common stockholders	$	0.36		$	0.05		$	0.80		$	3.15
Add: stock option expense	$	0.04		$	0.06		$	0.14		$	0.21
Less: intellectual property settlement		—			—			—		$	3.14
Add: non-cash effect of incremental non-operating expense from ASC 470 adoption		—		$	0.02		$	0.01		$	0.06
Add: external expenses related to proposed transaction in 2008		—		$	0.20			—		$	0.20
Add: loss on extinguishment of debt *		—			—		$	0.03			—
Add: tax effect of intellectual property settlement		—			—			—		$	0.05
Non-GAAP diluted earnings per share applicable to common stockholders	$	0.39		$	0.33		$	0.98		$	0.54
Diluted share count		28,079			26,851			27,158			26,578

* Loss on extinguishment of debt represents the write-off of unamortized discount and debt issuance costs, partially offset by the repurchase of the notes below par value.

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

SCHEDULE B TO PRESS RELEASE

November 5, 2009

KEY PERFORMANCE INDICATORS

(unaudited)

	3Q 08			4Q 08			1Q 09			2Q 09			3Q 09
Software solutions bookings ($ in millions) (1)	$	5.1		$	7.8		$	24.1		$	14.4		$	8.2
Services and maintenance bookings ($ in millions)	$	41.4		$	41.7		$	42.4		$	47.2		$	45.7
Total contract value of bookings ($ in millions) (2)	$	46.5		$	49.5		$	66.5		$	61.6		$	53.8
Dollar value of multi-year agreements included in total contract value of bookings ($ in millions) (3)	$	4.2		$	1.8		$	8.8		$	23.5		$	7.5
Number of software solutions transactions booked > $500K		4			2			4			5			5
Average amount booked ($ in thousands) (4)	$	254		$	244		$	963		$	552		$	429
Software solutions revenue
Revenue from current quarter bookings ($ in millions)	$	0.9		$	1.4		$	2.6		$	1.1		$	1.2
Revenue from prior period bookings ($ in millions)	$	3.7		$	4.9		$	2.3		$	9.6		$	9.5
Subscription/recurring revenue ($ in millions)	$	6.0		$	5.8		$	5.3		$	4.6		$	4.5
Total software solutions revenue ($ in millions)	$	10.6		$	12.1		$	10.2		$	15.3		$	15.2
Total revenue recognized by region
Greater APAC		17	%		20	%		25	%		27	%		25	%
EMEA		22	%		21	%		19	%		20	%		17	%
Americas		61	%		59	%		56	%		53	%		58	%
Total revenue		100	%		100	%		100	%		100	%		100	%
Days sales outstanding		38			38			37			34			36
Total headcount		1,327			1,280			1,188			1,186			1,171
Direct sales representatives (5)		57			54			43			38			39

1. Software solutions bookings includes bookings for recurring transactions and essential services required to deliver the licensed functionality.

2. Total contract value of bookings represents potential future revenue from contracts executed in the period.

However, there can be no assurance that bookings will result in future revenue.

3. Dollar value of multi-year agreements represent the total contract value of subscription/recurring and/or maintenance agreements with a contractual term of greater than one (1) year

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

5. Direct sales representatives includes commission-based, quota carrying sales reps excluding sales management.