1
                       Filed by i2 Technologies, Inc. and RightWorks Corporation
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933

                                         Subject Company: RightWorks Corporation

                      Commission File Number of i2 Technologies, Inc.: 000-28030



           THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES.
           INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
           PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
           HEREIN WHEN IT IS FILED BY I2 TECHNOLOGIES AND BECOMES AVAILABLE. THE
           PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT I2 TECHNOLOGIES,
           RIGHTWORKS, THE BUSINESS COMBINATION AND RELATED MATTERS. INVESTORS
           AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE
           PROSPECTUS AND OTHER DOCUMENTS FILED BY I2 TECHNOLOGIES AND
           RIGHTWORKS WHEN THEY BECOME AVAILABLE THROUGH THE WEBSITE MAINTAINED
           BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT
           http://www.sec.gov. THE PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO
           BE OBTAINED WITHOUT CHARGE:

           o    FROM I2 TECHNOLOGIES BY DIRECTING YOUR REQUEST THROUGH THE
                INVESTORS PORTION OF I2'S WEBSITE AT http://www.i2.com OR BY
                MAIL TO I2 TECHNOLOGIES, INC., ONE I2 PLACE, 11701 LUNA ROAD,
                DALLAS, TX 75234, ATTENTION: INVESTOR RELATIONS, TELEPHONE:
                (469) 357-1000.

           o    FROM RIGHTWORKS BY DIRECTING YOUR REQUEST BY MAIL TO RIGHTWORKS
                CORPORATION, 1075 EAST BROKAW ROAD, SAN JOSE, CA, ATTENTION:
                MELINDA WILKEN, TELEPHONE: (408) 579-4008.

            In addition to the Prospectus, and the Registration Statement of
            which the Prospectus is a part, i2 Technologies files annual,
            quarterly and special reports, proxy statements and other
            information with the Securities and Exchange Commission. You may
            read and copy any reports, statements or other information filed by
            i2 at the SEC public reference rooms at 450 Fifth Street, N.W.,
            Washington, D.C. 20549 or at any of the SEC's other public reference
            rooms in New York, New York and Chicago, Illinois. Please call the
            SEC at 1-800-SEC-0330 for further information on the public
            reference rooms. i2's filings with the SEC are also available to the
            public from commercial document-retrieval services and at the
            website maintained by the SEC at http://www.sec.gov.


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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 1





                              i2 TECHNOLOGIES, INC.

                                  MARCH 9, 2001
                                  8:00 A.M. CST


Moderator                  Ladies and gentlemen, thank you for standing by and
                           welcome to the i2 Technologies conference call. At
                           this time, all participant lines are in a listen-only
                           mode. Later, we will conduct a question and answer
                           session. Instructions will be given to you at that
                           time. As a reminder, today's conference call is being
                           recorded for replay. Replay information will be given
                           at the end of today's conference call. As well,
                           today's conference call is being broadcast via
                           StreetEvents at i2's Internet site. It will also be
                           recorded and available after the call through AT&T's
                           Encore Service. I would now like to turn the
                           conference over to your host, Mr. Brent Anderson.
                           Please go ahead, sir.

B. Anderson                Thank you, Leah. Good morning, everyone. Thank you
                           for joining us on the call. I'm Brent Anderson,
                           Director of Investor Relations for i2 Technologies.
                           With me this morning on the call are Dr. Romesh
                           Wadhwani, i2's Vice Chairman; Bill Beecher, i2's
                           Chief Financial







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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 2




                           Officer; Sanjiv Sidhu, i2's CEO; and Mary Coleman,
                           CEO of RightWorks.

                           We'd like to brief you on the acquisition
                           announcement made by i2 after the market yesterday.
                           We'll have some introductory comments made by Bill,
                           Romesh and Mary and then we'll open it up for
                           questions, where Sanjiv will join us.

                           Before I turn the call over to Bill, I want to remind
                           you that the statements made on this call are made
                           under the Safe Harbor Provisions of the Private
                           Securities Litigation Reform Act of 1995. During our
                           presentation and Q&A session, our statements will
                           include projections or forward-looking comments,
                           including but not limited to, completion of this
                           acquisition, financial and operating targets and the
                           integration of our products. We give no assurances
                           regarding the achievement of these statements. These
                           forward-looking statements are management's current
                           estimates or beliefs and the actual outcomes could be
                           significantly different, due to risk factors such as
                           changing market conditions, changing technologies,
                           competition and our own ability to execute, to list
                           just a few. For a more complete discussion of the
                           risk factors that could impact our results, please
                           refer to the latest filings with the SEC, including
                           our most recent 10-Q. You can





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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 3



                           find these either on our Web site,
                           www.i2.com/investors, or directly through the SEC's
                           EDGAR site.

                           I'd like to now turn the call over to Bill Beecher,
                           i2's CFO.

B. Beecher                 Thanks, Brent, and good morning. We're very pleased
                           to announce that i2 has come to an agreement to
                           acquire RightWorks. As you can see by the press
                           release, which was issued yesterday evening,
                           RightWorks provides e-procurement and commerce
                           solutions that are complementary to i2's extended
                           supply chain management solutions. I'll let Romesh
                           describe the company for you in much more detail, but
                           first, I'll review the transaction and why I think
                           it's good for i2.

                           i2 has an agreement to acquire RightWorks for
                           approximately 5.3 million shares, with a value of
                           approximately $114 million, based upon i2's closing
                           share price yesterday. That represents approximately
                           1.3% of i2's outstanding common shares. i2 and ICG --
                           that would be the group that owns the majority of
                           RightWorks -- have agreed to jointly fund operations
                           for RightWorks until the close of the transaction.
                           The acquisition has already been approved by the
                           respective Boards of both companies and we are
                           seeking final approval from RightWorks' shareholders,
                           as well as






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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 4



                           necessary regulatory entities. We are optimistic that
                           we will close the transaction during the second
                           quarter. We plan to account for the transaction as a
                           purchase and expect that it will be treated as a
                           tax-free reorganization for shareholders.

                           This is a good transaction for i2, because RightWorks
                           provides us with state-of-the-art technology for
                           collaborative e-commerce, replacing what we were
                           previously offering through our partnership with
                           Ariba, but without the requirement to split revenues
                           on these sales since all will be i2 products. In
                           addition, by leveraging i2's top-ranked sales force,
                           we could reasonably expect the RightWorks acquisition
                           to generate license revenues in the second half of
                           this year that not only exceed what we've generated
                           through our partnership with Ariba, but could
                           approach, or even exceed, RightWorks' license
                           revenues for the full calendar year 2000, which
                           amounted to roughly $22 million -- that's license
                           revenue. We expect this transaction to be accretive
                           to i2's earnings by early next year.

                           So we're excited to finally be able to announce this
                           acquisition to you today. I'd like to turn it over to
                           Romesh, who was instrumental in putting this together
                           and will be overseeing its completion and operations.
                           Romesh.


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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 5

R. Wadhwani                Thanks, Bill. I'd like to start by expressing our
                           appreciation to everyone within both i2 and
                           RightWorks, who worked so hard to bring this
                           transaction to fruition. We're very excited about
                           this development and what it means to the customers,
                           partners and shareholders of i2 and RightWorks. As
                           Bill described, we will be giving up a little over 1%
                           of i2 to acquire RightWorks--and we believe it's a
                           great deal for both companies and our customers. Why?
                           Well, today i2 offers the industry's most
                           comprehensive solutions for e-business transformation
                           and e-market success, including solution suites for
                           supplier relationship management, supply chain
                           management, customer relationship management, and
                           content solutions, as well as our industry-leading
                           TradeMatrix platform.

                           For several months now, our marketplace customers
                           have been telling us that they want a procurement
                           solution that can aggregate and manage procurement
                           across multiple enterprises, for both direct and
                           indirect materials. They've told us they want a
                           solution that supports all types of buying models,
                           from negotiated procurements for direct materials, to
                           auctions for indirect materials. Similarly, i2's
                           e-business customers asked for a multi-enterprise
                           procurement solution that enables collaborative

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 6


                           procurement across the entire supply chain and
                           supports spend aggregation and leverages across all
                           procurement partners.

                           After a detailed assessment of various
                           make-versus-buy alternatives, we concluded that
                           RightWorks had by far the best technology in this
                           area and was the only company with this technology
                           actually working at customer sites today. We had a
                           previous marketing partnership with them and knew
                           that we could quickly upgrade our existing
                           integration to bring a new joint offering to market
                           very quickly. By extending i2's solutions with the
                           RightWorks technology, we will offer the only
                           integrated collaborative e-procurement solution
                           available to any business or e-market that leverages
                           knowledge from the entire extended supply chain.

                           As Bill mentioned, we believe that when we make this
                           solution available to the market in the latter half
                           of this year, our world-class Global Sales
                           Organization should be able to exceed the revenues
                           generated to date from our Ariba partnership and
                           perhaps even exceed RightWorks' license revenue for
                           the entire year 2000 in just the second half of this
                           year alone. In addition, we believe this is a
                           collaborative e-procurement solution that is
                           tailor-made for the non-manufacturing verticals, such
                           as financial


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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 7

                           services, insurance and healthcare, further
                           strengthening our market opportunities.

                           This acquisition also provides several additional
                           benefits to i2 customers. For example, RightWorks'
                           world-class collaborative e-procurement technology
                           will be added to our industry-leading Supplier
                           Relationship Management suite, creating a complete
                           solution that spans everything from strategic design,
                           strategic sourcing, to collaborative design and
                           manufacturing, with collaborative e-procurement now
                           being added for both direct and in-direct materials.
                           It also strengthens the commerce and transaction
                           management capabilities of i2's industry-leading
                           TradeMatrix platform for collaboration, content and
                           commerce. This joint solution also provides the only
                           collaborative e-procurement solution that can support
                           multi-company, real-time pricing and availability,
                           and order brokering. It provides the only truly
                           global collaborative e-procurement solution that
                           simultaneously supports more than a dozen languages
                           and multiple currencies, as well as multi-enterprise
                           capabilities.

                           Adding these transaction capabilities of the
                           RightWorks technology to our SRM solution also
                           creates a complete and powerful solution for
                           mission-critical MRO. We will integrate RightWorks'
                           Open Commerce Network

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 8


                           into the i2 TradeMatrix Network, significantly
                           expanding the supplier enablement capabilities and
                           services that we provide and extending i2's lead in
                           content management and reference data solutions, now
                           with well over 100,000 participating suppliers.
                           Finally, it adds some very talented and passionate
                           software and marketing professionals, who are
                           particularly skilled in this area of collaborative
                           e-procurement to i2's organization.

                           We are targeting introduction of our first integrated
                           offering by early this summer. We will bring
                           RightWorks Release 7.0 Commerce Platform capabilities
                           into i2's Supplier Relationship Management Solution
                           during this time frame. These technologies will also
                           be used as the basis for a collaborative
                           e-procurement solution for smaller customers and for
                           those interested in taking their first steps in
                           e-business transformation.

                           You may be asking what this deal means for i2's
                           relationship with Ariba and subsequently IBM. With
                           i2's acquisition of RightWorks, we will have
                           effectively vertically integrated our procurement
                           capabilities, which will negate our need for
                           additional external partnerships in this area. We
                           currently have more than a dozen joint customers with
                           Ariba. Each of these customers remains an extremely
                           high priority for i2. We will

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                          PAGE 9


                           absolutely continue to support them and to enhance
                           our joint solutions with Ariba for our mutual
                           customers today and in the future. As a
                           customer-focused company, we will also continue to
                           honor our joint customers with the highest level of
                           service and support and we will continue to offer
                           this joint solution to any future customers who may
                           want it. At the same time, if customers want this
                           kind of collaborative e-procurement capability that
                           is only available from i2 today, we will of course be
                           happy to provide that.

                           IBM and i2 continue to be very closely aligned and we
                           don't expect this acquisition to affect our
                           relationship with IBM in any way. IBM continues to be
                           one of i2's most important partners. In keeping with
                           our commitment to open integration, we will continue
                           to create our entire product line with the ability to
                           easily integrate with existing legacy systems and
                           partner products and we will continue to support IBM
                           as a strong partner in this and other respects.

                           Finally, I wanted to comment on our plans for
                           integrating RightWorks into the i2 organization.
                           There are approximately 420 employees worldwide at
                           RightWorks today, including those at the headquarters
                           in San Jose, California. RightWorks will expand our
                           existing base of operations in


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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 10

                           Silicon Valley. We look forward to the addition of
                           RightWorks' expertise, particularly in product
                           development, marketing and in senior management. As
                           we go forward, we will identify areas of redundancy
                           and take actions in those areas as appropriate. Mary
                           Coleman, RightWorks' CEO, has spent a significant
                           amount of time working on this acquisition with me.
                           She will conclude our presentation this morning with
                           a few comments. Mary.

M. Coleman                 Thanks, Romesh. It's a pleasure to be here with the
                           i2 team this morning announcing this acquisition. I
                           wanted to take just a minute to talk about what this
                           acquisition means to RightWorks and our customers.
                           Several months ago, as we surveyed what was happening
                           in the market, where companies were turning for
                           answers and what executives cared about, it was clear
                           to us that while we have by far the best
                           e-procurement technology in the industry, we needed a
                           strong partner to help bring that technology to the
                           market. Several companies were candidates - companies
                           that we had been partnering with in one way or
                           another over the past several years. From the outset,
                           we believed that the best fit for us was to align
                           with i2. This conclusion was shared by Internet
                           Capital Group, our largest shareholder.

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 11

                           The obvious reason to any market observer is i2's
                           leadership in the market. No company today can
                           evaluate e-business solutions without talking to i2,
                           and most select them as the provider of choice. But
                           even more important to our team is i2's laser focus
                           on creating value for their customers. It's more than
                           just a marketing ploy. They track it, they help
                           customers estimate it, they have it independently
                           audited, and they pay bonuses based on it. It's
                           deeply engrained in how they do business. We wanted
                           that same kind of devotion to value in our partner.
                           Our customers can be assured that we will use that
                           devotion to continue to provide you with the best
                           possible solutions and that i2 will live up to every
                           obligation we've made to you.

                           Romesh has explained how our technology will fit so
                           seamlessly into i2. We're merging our respective
                           strengths in e-business and the end result is a
                           company that will deliver a powerful, integrated and
                           fully Internet-enabled solution that we believe is
                           unmatched in the industry. We are pleased and proud
                           to become a member of the i2 family.

                           I know many of you will ask of my future plans. We
                           have agreed that I will remain through the transition
                           to make sure that the acquisition goes as smoothly as
                           possible. However, I've decided not to remain in an
                           on-going

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 12

                           role within i2's senior management team. Romesh and
                           his team are exceptional business people and I have
                           every confidence that the transition will be a smooth
                           one.

                           With that, I believe Romesh and Bill are ready to
                           take your questions.

B. Anderson                Operator, this is Brent. I'd like to just state that
                           we'd like to keep this fairly short, so if you can
                           limit your questions to one each, please.

Moderator                  Thank you for standing by. Our first question will
                           come from Jim Pickrel from JP Morgan. Please go
                           ahead.

J. Pickrel                 Hi, thanks very much. Just a quick clarification and
                           then a question. Bill, you mentioned a license
                           revenue number from RightWorks for last year. I just
                           couldn't hear that figure.

B. Beecher                 Twenty-two Million.

J. Pickrel                 Twenty-two, thanks. I know, towards the end of last
                           year, RightWorks had entered into a reselling
                           agreement with Manugistics and probably

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 13


                           some others. Are those still going to be standing
                           obligations or can those agreements effectively be
                           ended at this point?

R. Wadhwani                It's highly unlikely that Manugistics would want to
                           continue the agreement with RightWorks at this point.
                           So we would obviously have to find ways of bringing
                           closure to them.

J. Pickrel                 Okay, thanks very much.

Moderator                  Our next question will come from the line of Tom
                           Berquist from Goldman Sachs. Please go ahead.

T. Berquist                Congratulations, everyone. A quick question on the
                           technology integration. I understand the timeframes
                           that you mentioned, Romesh, and I'm just curious, can
                           you talk a little bit more about how you'll look at
                           integration? Is this going to be API level
                           integration? Is it going to a shared set of modules?
                           Could you just talk a little bit more about how deep
                           the integrations will go?

R. Wadhwani                Yes, the integrations will be fairly deep, certainly
                           at the levels of common work flows, an easy way to
                           navigate from one set of solutions to the

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 14

                           RightWorks technology. Both sets of solutions, the
                           SRM solution from i2 and the Collaborative
                           e-Procurement solution from RightWorks, are based on
                           very similar architectures, using off-the-shelf
                           application server technology, so we also expect
                           application server to application server XML
                           integration.

Moderator                  Our next question comes from Chuck Phillips from
                           Morgan Stanley. Please go ahead.

C. Phillips                I didn't get the figure on the license revenue
                           number.

B. Beecher                 RightWorks, last year, did roughly $22 million of
                           license revenue.

C. Phillips                Any idea how much of that came through the
                           Manugistics partnership?

B. Beecher                 I'm not aware of that. Romesh, do you know?

M. Coleman                 It was zero. This is Mary, Chuck.

Moderator                  Our next question comes from Brent Thill from Credit
                           Suisse First Boston. Please go ahead.

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 15

B. Thill                   Of the number of customers that RightWorks has, can
                           you talk about the overlap with i2's customer base
                           and are any of the customers integrated today?

R. Wadhwani                RightWorks has a total of about 50 customers, if I
                           remember this correctly. There is relatively little
                           overlap right now between the two customer bases.
                           Certainly, one of the benefits that we expect to get
                           out of this acquisition is that it will extend our
                           capabilities into verticals such as financial
                           services and public services. So we will not only get
                           benefits from the technology in what has been our
                           traditional verticals, but also in some new verticals
                           as well.

Moderator                  Our next question comes from Chris Shilakes from
                           Merrill Lynch. Please go ahead.

C. Shilakes                Great, thanks very much; congratulations as well.
                           Could you give us a little extra color on the
                           RightWorks split of business, kind of direct/indirect
                           materials, procurement, maybe a geographic split, and
                           kind of mid-market vs. Fortune 500? You mentioned a
                           few larger customers,

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 16

                           are those recent adds or have those customers been in
                           place for multiple quarters?

M. Coleman                 Romesh, do you want me to take that one?

R. Wadhwani                Yes.

M. Coleman                 I would say that, primarily during last year, our
                           revenues have been split roughly about 50/50 between
                           e-procurement applications and trading exchange
                           applications. We have started to move more into the
                           direct procurement area with the release of our 7.0
                           release of software, which we just started using at
                           the end of February. We added a lot of direct
                           procurement specific functionality. We have numerous
                           customers within our customer base that are in the
                           process of beta testing that code and are quite
                           interested in moving in that direction. Obviously,
                           with the relationship with i2 on the supply chain
                           side bodes very well for us in moving more into that
                           direct procurement space.

                           In terms of international split of revenues, the bulk
                           of our revenues had really been coming from the North
                           American market. Last fall, we really started to
                           expand into Europe as well into Asia Pacific, but it
                           was a



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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 17

                           nominal amount of international contribution at this
                           point in time. In terms of large corporate deals, we
                           have obviously sold mainly into mid-market companies.
                           But we have also been successful in selling some very
                           large corporate deals over the last four- to
                           six-months, as we've really directed the company to
                           focus on Global 2000 accounts, both for sales of
                           e-procurement software, as well as for private
                           exchanges.

Moderator                  Our next question comes from Tim Klein from U.S.
                           Bancorp Piper Jaffray. Please go ahead.

T. Klein                   I understand the Web-based technology, but could you
                           please highlight, in the competitive landscape today,
                           what are the key differentiators in the RightWorks
                           solution set versus your most direct competitors
                           today? Then, kind of as a follow-on, what are the
                           most popular or highest demand elements of your
                           solution set?

R. Wadhwani                If I could address that, because it really goes to
                           the heart of one of the reasons why this acquisition
                           was so important to us. As I mentioned earlier, our
                           customers have come to the conclusion that the first
                           generation of e-procurement solutions that have been
                           offered by many companies for the last couple of
                           years have really not delivered a very high value

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 18

                           proposition. The reason is because they can only be
                           used behind the four walls of an enterprise and are
                           typically used for indirect materials only. Even in
                           that, typically just for the purchase of office
                           supplies, using simple requisitioning or auctioning
                           type processes.

                           The conclusion, which is our customers' conclusion,
                           has been that they need to be able to do
                           multi-enterprise buying in a public or private
                           marketplace. That means the ability to combine the
                           buying, combine the spending and combine the
                           procurement across multiple buying organizations,
                           often organizations that share the same supply chain.
                           In addition, they want a solution that is global in
                           nature. We were really impressed with the fact that
                           RightWorks technology simultaneously supports 13
                           different languages and multiple currencies, which
                           means that any global marketplace that wants to
                           support collaborative e-procurement would have an
                           immediate answer to their problems. We also
                           identified from our customers, a need to support the
                           procurement of both direct and indirect materials and
                           to support multiple buying processes all on one
                           platform with one common technology, one user
                           interface, one set of work flows, one data model.
                           Again, we felt that RightWorks provided us with this
                           technology.

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                                                             I2 TECHNOLOGY, INC.
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                                                                         PAGE 19

                           One other interesting technical fact, by the way, is
                           that RightWorks is also the first company to have
                           what we call a `Zero Footprint Client.' That means
                           that you can have a marketplace with hundreds of
                           thousands of users and not have to download Java
                           clients, because that's technically very impractical.
                           So they also have the Zero Footprint Client that
                           allows us to support potentially hundreds of
                           thousands of users at any private or pubic
                           marketplace. All of these, by the way, are
                           significant differentiators from any other competitor
                           in this space.

Moderator                  Our next question is from Kash Rangan from Dain
                           Rauscher Wessels. Please go ahead.

K. Rangan                  Thank you, congratulations on the acquisition. I
                           wasn't sure what the revenue recognition at
                           RightWorks was. Is that perpetual or subscription
                           type accounting? Also, if you could comment on sales
                           first quarter. Within i2, how do you envision
                           quarters going up? If there is an existing pipeline
                           of e-procurement deals, perhaps through the Ariba
                           partnership, should we expect to see those deals
                           migrated away to the RightWorks technology? Thank
                           you.

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 20

R. Wadhwani                Let me come back to the first question last and let
                           Mary answer that one. I would say that the quotas of
                           the i2 sales force will not change as a result of
                           this deal. As I mentioned earlier, we intend to keep
                           a certain percentage of RightWorks sales organization
                           and to make them part of the i2 global sales
                           organization, both to expand our market opportunity
                           into new verticals like financial services and to
                           provide domain expertise on collaborative
                           e-procurement within our other verticals. In that
                           sense, we'll be expanding our capabilities, but not
                           changing the individual quotas on a per account rep
                           basis.

                           Relative to the Ariba opportunities, first of all,
                           you may recall that last year our focus with Ariba
                           was on public marketplaces where our partners wanted
                           to use Ariba for first-generation e-procurement
                           behind their firewalls. To the extent that there are
                           additional customers who like that combined solution,
                           and there are only a few of them, I should add, we
                           will continue to offer the combined solution to those
                           customers. To the extent that customers realize that
                           the full value proposition comes from collaborative
                           e-procurement, of course, i2 now has the only
                           technology and the only solution for that and we will
                           be delighted to upgrade them to this technology.

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 21

                           Mary, do you want to answer the question on license?

M. Coleman                 Standard software revenue recognition of licenses. In
                           addition to that, we had hosting arrangements with
                           customers, where it was on a subscription, monthly
                           type of basis. Our Open Commerce Network is also on a
                           subscription type of a basis. I think that probably
                           pretty much covers it.

Moderator                  Next question comes from David Gremmels from Thomas
                           Weisel Partners. Please go ahead.

D. Gremmels                Thank you. You mentioned that you expect to generate
                           as much or more revenue with RightWorks in the second
                           half of this year as you've done with Ariba today.
                           I'm just wondering if you can tell us what that
                           number is and is that i2's share of the total or is
                           that the total with joint customers?

R. Wadhwani                The approximate numbers, and Bill can correct me
                           here, I think with Ariba, we've done something in the
                           range of around 15 deals jointly, representing
                           somewhere in the range of around $20 million to $25
                           million gross. Of course, we only get a portion of
                           that. So I think Bill's comment earlier was that we
                           should be able to do more than that gross number, and

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 22

                           that's in the second half of this year with the
                           RightWorks technology, if things go according to
                           plan.

Moderator                  Our next question is from Catherine Moore from
                           Unterberg Towbin. Please go ahead.

C. Moore                   I wanted to ask about the current quarter. Do you
                           think that the acquisition of RightWorks will mainly
                           impact the second half? Do you think it'll give you a
                           competitive advantage in closing deals this quarter?
                           If you can also touch on this quarter, how back-ended
                           it might be?

R. Wadhwani                Let me answer the first half of that question and
                           turn the second half of the question over to Sanjiv.
                           The first half of the question, I wouldn't anticipate
                           this acquisition having a significant impact one way
                           or the other in this quarter. Over the long term,
                           which is of course the reason why we've made this
                           acquisition, we certainly believe it will be
                           extremely positive for i2.

                           For the second part of your question, Sanjiv.

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 23

S. Sidhu                   I guess on the question relating to the quarter, it's
                           clear that the economic conditions have continued to
                           deteriorate, presenting a greater challenge for
                           everyone, particularly as indicated by several
                           companies in our industry. Oracle, Ariba and Commerce
                           One have all made more cautious statements regarding
                           market conditions.

                           Our quarters are generally back-end loaded and this
                           quarter is back-end loaded too, but there are many
                           days remaining between now and the end of the
                           quarter. A lot can happen between now and the end of
                           the quarter. Overall, we are asking i2-ers to work
                           really hard to deliver on our plan, but we at i2 are
                           taking a longer-term approach. We continue to believe
                           that with this acquisition, we increase our market
                           opportunity. We continue to believe that times like
                           this allow i2, with a highly value-centric message,
                           to increase our competitive differentiation. So, i2
                           is continuing to execute, to differentiate now and to
                           be able to do things to differentiate for the future.

Moderator                  Our next question comes from Doug Augenthaler from
                           CIBC World Markets. Please go ahead.

D. Augenthaler             My question has been answered.  Thank you very much.

   25
                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 24

B. Anderson                Operator, this is Brent. I think we show one or two
                           more questions, so we could probably wrap it up after
                           another question or two.

Moderator                  Very good. Our next question comes from Ben Rose from
                           Adams Harkness & Hill. Please go ahead.

B. Rose                    Congratulations to all involved. A quick question for
                           Mary, which is how have the trends in average order
                           size been playing out for RightWorks over the last
                           couple of quarters and any distinction you can make
                           on the procurement side versus the trading exchange
                           side of the product line? Also, if Romesh or Sanjiv
                           can comment on how this impacts i2's relationships
                           with some of your other partners, including MRO
                           Software? Thanks.

M. Coleman                 I would say that as we've continued to broaden our
                           product line from base e-procurement software in the
                           Trading Exchange and then in December we introduced
                           our strategic source, our RFQ capabilities, then more
                           recently, in our 7.0 release, Forward Auction
                           Technology. We've had additional modules to be able
                           to sell our customers, so actually our ASP is

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                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 25

                           increasing and we would expect that that would
                           certainly increase with the acquisition of RightWorks
                           by i2.

                           In terms of the ASP as well, obviously last year,
                           there was a lot of activity with net market makers
                           and that has shifted, just given the change in the
                           marketplace and the investment climate. Most of our
                           focus has been on larger Global 2000 deals and just
                           given the nature and the size of those deals, you
                           would expect that the ASP would trend upward.

R. Wadhwani                With respect to the other partnerships, we don't
                           anticipate any significant change in them. In
                           particular, our partnership with MRO.com continues to
                           be strong.

Moderator                  We will take our last question from David Garrity
                           from Dresdner Kleinwort Wasserstein. Please go ahead.

D. Garrity                 Thank you very much. Mary, can you give us an update
                           of what your backlog was at RightWorks in the
                           quarter? Also, can you give us a sense in terms of
                           your accounts receivable and how much exposure might
                           you have had to dot-com net market makers?

   27
                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 26

M. Coleman                 On the accounts receivable side, we took pretty
                           aggressive action, basically to look at already
                           writing off any receivables that we were concerned
                           about and we will continue, obviously, to collect on
                           those. We also had changed our revenue recognition
                           policy earlier this year, to make sure that we only
                           booked revenue from net market makers where we
                           actually collected the cash up front or we would not
                           take that to our P&L. We think that our exposure
                           should be minimal on a go-forward type of basis.

                           In terms of revenue on the backlog, we have not
                           disclosed that. Obviously, there were some leaks in
                           the press prior to close of our quarter, which was a
                           February 28th quarter-end, because we're on a May
                           31st fiscal year. We did have a number of deals that
                           slipped, just given all of the press activity related
                           to the rumors around this acquisition. We do have
                           those prospects all still in our pipeline. We
                           actually view that the announcement with i2 will be
                           very, very positive, because obviously in the current
                           markets, private company viability tends to be an
                           issue with large corporate accounts. Certainly, given
                           the strength of i2 and our pending acquisition with
                           them, I think that will bode very, very well for our
                           sales force and for our prospects and customers.

   28
                                                             I2 TECHNOLOGY, INC.
                                                            HOST: BRENT ANDERSON
                                                     MARCH 9, 2001/8:00 A.M. CST
                                                                         PAGE 27

B. Anderson                Operator, I think we can wrap it up there. Thank you
                           all for joining us.

Moderator                  Ladies and gentlemen, as a reminder, this conference
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                           That does conclude your conference for today. Thank
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