##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



Amendment No. 2

to

FORM 10-K/A



| | x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
| | - |  | ------------------------------------------------------------------------------------ | 



| |  |  | For the fiscal year ended September 30, 2003
| |  |  | --------------------------------------------



OR



| |  ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
| | - |  | ---------------------------------------------------------------------------------------- | 

| |  |  | For the transition period from
 to
| |  |  | ----------------------------------



Commission file number 000-26299



---



ARIBA, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0439730                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|807 11th Avenue Sunnyvale, California    |  | 94089     
|(Address of principal executive offices) |  | (Zip Code)



(650) 390-1000

(Registrants telephone number, including area code)



---



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.002 par value



---



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.    x



Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x    No ̈



As of November 28, 2003, there were 270,584,675 shares of the Registrants common stock outstanding. The aggregate
market value of the common stock held by non-affiliates of the Registrant (based on the closing price for the common stock on the Nasdaq Stock Market on November 28, 2003) was approximately $806.6 million.



EXPLANATORY NOTE



This Amendment No. 2 to the Registrants Annual Report on Form 10-K
for the year ended September 30, 2003 is being filed to (i) include the information called for by Part III of Form 10-K, (ii) describe a Recent Event and (iii) include certain related information. Except as so indicated, the Registrant has made
no other significant changes to its Annual Report on Form 10-K for the fiscal year ended September 30, 2003.



---



---

##### Table of Contents

ARIBA, INC.

FORM 10-K/A

September 30, 2003



TABLE OF CONTENTS



|           |  |                                                                                                |  |        
|---------- |  | ---------------------------------------------------------------------------------------------- |  | -------
|Item       |  |                                                                                                |  | PageNo.
|PART I    
|1.         |  | Business                                                                                       |  | 3      
|2.         |  | Properties                                                                                     |  | 11     
|3.         |  | Legal Proceedings                                                                              |  | 12     
|4.         |  | Submission of Matters to a Vote of Security Holders                                            |  | 15     
|4A.        |  | Executive Officers of the Registrant                                                           |  | 15     
|          
|PART II   
|5.         |  | Market for Registrants Common Equity and Related Stockholder Matters                          |  | 17     
|6.         |  | Selected Consolidated Financial Data                                                           |  | 17     
|7.         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 19     
|7A.        |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 46     
|8.         |  | Financial Statements and Supplementary Data                                                    |  | 48     
|9.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 87     
|9A.        |  | Controls and Procedures                                                                        |  | 87     
|          
|PART III  
|10.        |  | Directors and Executive Officers of the Registrant                                             |  | 88     
|11.        |  | Executive Compensation                                                                         |  | 90     
|12.        |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 99     
|13.        |  | Certain Relationships and Related Transactions                                                 |  | 101    
|14.        |  | Principal Accountant Fees and Services                                                         |  | 102    
|          
|PART IV   
|15.        |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                |  | 104    
|           | 
|SIGNATURES |  | 107                                                                                           



2



---

##### Table of Contents

PART I



ITEM 1.    
BUSINESS



The information in this
report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical facts may be deemed to be forward looking statements. For example, words such
as may, will, should, estimates, predicts, potential, continue, strategy, believes, anticipates, plans,
expects, intends, and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking
statement. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this report in the section entitled Risk Factors and the risks discussed in our other Securities and
Exchange Commission (SEC) filings. Ariba, Inc. is referred to herein as Ariba or we.



Recent Event



On January 23, 2004, we announced a definitive agreement (the Agreement), to acquire FreeMarkets, Inc. (FreeMarkets), a publicly
held company headquartered in Pittsburgh, Pennsylvania. FreeMarkets provides companies with software, services and information for global supply management. Under the terms of the Agreement, stockholders of FreeMarkets will receive 2.25 shares of
our common stock and $2.00 cash for each outstanding share of FreeMarkets common stock. Based on the closing price of our common stock on January 22, 2004 and FreeMarkets capitalization as of January 23, 2004, the estimated value of the
transaction is approximately $493 million, excluding transaction costs. The transaction is subject to customary closing conditions, including regulatory review and approval by the stockholders of each company, and is expected to close in the latter
part of our third fiscal quarter.



Restatement



As a result of a review we initiated in December 2002, we restated in April
2003 our consolidated financial statements for the fiscal years ended September 30, 2000 and 2001 and the quarters ended December 31, 1999 through June 30, 2002. We also adjusted the consolidated financial statement information for the quarter and
fiscal year ended September 30, 2002 originally announced on October 23, 2002 and for the quarter ended December 31, 2002 originally announced on January 23, 2003. Please see our Annual Report on Form 10-K for the year ended September 30, 2002, as
filed on April 10, 2003, and our Quarterly Reports on Form 10-Q/A for the three months ended March 31, 2002 and June 30, 2002, each as filed on April 11, 2003, for additional information regarding the restatement and adjustments.



Overview



Ariba provides Enterprise Spend Management solutions that allow enterprises to manage efficiently the purchasing of all
non-payroll goods and services required to run their business. We refer to these non-payroll expenses as spend. Our solutions, which include software applications, services and network access, are designed to provide corporations with
technology and business process improvements to better manage their corporate spending and, in turn, save money. Our software applications and services streamline and improve the business processes related to the identification of suppliers of goods
and services, the negotiation of the terms of purchases, and ultimately the management of ongoing purchasing and communication activities. These goods and services include commodities, raw materials, operating resources, services, temporary labor,
travel, maintenance, repair and operations equipment.



Our
software applications were built to leverage the Internet and provide enterprises with real-time access to their business data and their business partners. They are designed to integrate seamlessly with all major business applications. Our software
applications can be accessed via web browser.



3



---

##### Table of Contents

Ariba Spend Management solutions integrate with and leverage the Ariba Supplier Network. The Ariba
Supplier Network is a scalable Internet infrastructure that connects Ariba customers with their business partners and suppliers to exchange product and service information as well as a broad range of business documents, such as purchase orders and
invoices. Over 60,000 suppliers of a wide array of goods and services are connected to the Ariba Supplier Network. As a result, Ariba customers can connect once to the Ariba Supplier Network and access many suppliers simultaneously.

One of the key differentiators of Ariba Spend Management solutions is the ability to integrate with multi-ERP (enterprise resource planning) software
applications. Many large corporations use several different ERP platforms that cannot easily work with each other. For this reason, our software applications are designed to run on top of major legacy or backend applications for business processes,
such as human resource management and accounting. This eliminates the need for manual transfer of critical information from Ariba products to SAP, PeopleSoft, Oracle and other ERP systems. Ariba enterprise adapters can integrate with standard
implementations of these systems, or can be configured to integrate with custom installations, to integrate Ariba software applications with multiple enterprise applications simultaneously.



In addition to application software, Ariba Spend Management solutions include
implementation and consulting services, education and training. All of these additional offerings together with the Ariba Supplier Network are designed to improve the return on investment our customers receive through the use of Ariba software
applications.



Ariba was incorporated in Delaware in September
1996 and from that date through March 1997 was in the development stage, conducting research and developing our initial products. Our principal executive offices are located at 807 11thAvenue, Sunnyvale, California 94089.



Ariba Spend Management Solutions



Ariba Spend Management applications fall into three solution sets. Each solution set is designed to address a business process related to corporate
spending: the Ariba Analysis Solution provides strategic planning and analysis capabilities that leverage historical spending patterns; the Ariba Sourcing Solution enables the sourcing, negotiation and creation of contracts for products and
services; and the Ariba Procurement Solution enables contract compliance for the purchase of goods and services and manages purchasing workflow on an ongoing basis. All of the solutions leverage the Ariba Supplier Network for advanced functionality
and connectivity between Ariba customers and their suppliers and may include both software applications and services.



Customers may purchase our software products for a specified term or in perpetuity, depending upon their business requirements. Currently, the license fee
for a software application license is generally based on the customers employee count, whereas prior to the second quarter of fiscal year 2001, license capacity was typically based on the annual volume of business document transaction
capacity. Employee-based licensing allows customers to scale the total cost of their Ariba Spend Management system implementations as their organizations grow or as they expand the breadth of their implementations enterprise-wide with no limitation
on transaction capacity. Ariba customers pay annual maintenance fees that may include maintenance, updates and access to the Ariba Supplier Network.



Ariba Analysis Solution



The Ariba Analysis Solution currently includes Ariba Analysis, which is designed to provide our customers with a single, unified view of their spending
activities across all of their suppliers, divisions, and purchased goods or services. Analytical tools summarize data into meaningful dashboards to help purchasing and sourcing professionals identify specific groups of goods and services with the
largest opportunities for savings. Savings opportunities are frequently identified for goods or services which employees purchase without proper authorization or from a fragmented supply base. By providing clear data and analysis, Ariba Analysis
helps our



4



---

##### Table of Contents

customers identify and implement spend reduction programs. Ariba Analysis can be deployed as a hosted or an installed application.



Ariba Sourcing Solution



The Ariba Sourcing Solution includes Ariba Analysis as well as Ariba Enterprise Sourcing, Ariba Contracts and Ariba Category
Management. Together, these products help streamline and automate the entire sourcing process, from defining and aggregating spending requirements to supplier selection and contract negotiation. With the Ariba Sourcing Solution, customers can
facilitate widespread user adoption with robust permissions and template capabilities, use collaborative workspaces and automate complex sourcing events to execute better contracts faster, identify top suppliers across a broad range of categories,
and implement best practices for sourcing on an enterprise-wide basis.



Ariba Enterprise Sourcing is an enterprise-wide strategic sourcing application designed for all spend categories. It assists professional buyers at every step in the sourcing process, from defining spending baselines and category
requirements to finding suppliers and negotiating agreements. It helps buyers and suppliers capture purchasing trade-offs and optimize sourcing activities with flexible bidding options and decision support tools. Ariba Enterprise Sourcing can be
used for nearly every type of good or service and can be deployed as a hosted or an installed application.



Ariba Contracts is designed to provide comprehensive enterprise-wide management of the entire contract lifecycle and provides buyers access to a
centralized repository of contracted products and services. From Ariba Contracts, buyers can create, search, amend, and re-source contracts, as well as monitor contract usage and supplier price compliance. Ariba Contracts can be deployed as a hosted
or an installed application.



Ariba Category Management enables
sourcing and procurement professionals to collaborate closely, gain greater organizational visibility and control, and capture category knowledge for re-use. It helps teams make better decisions and increases buy-in, compliance, and efficiency by
providing workspaces for process and knowledge management. Ariba Category Management can be deployed as a hosted or an installed application.



These modules are tightly integrated to allow our customers to leverage the results of their sourcing process to create sustainable contracts with chosen
suppliers and negotiated terms. This tight integration helps to ensure ongoing compliance with favorable contract terms and sustain the savings achieved through the sourcing process.



Ariba Procurement Solution



The Ariba Procurement Solution currently includes four software applications: our flagship Ariba Buyer application, as well as Ariba Invoice, Ariba Travel
and Expense and Ariba eForms. Ariba Procurement is a comprehensive set of solutions built around the success of Ariba Buyer to enable companies to manage their internal purchasing processes, supplier relationships and supplier catalogs, and to
ensure purchasing compliance across their entire organizations.



Ariba Buyer is the cornerstone application of the Ariba Procurement solution. It is a robust, scalable and reliable application that enables organizations to manage purchasing transactions for any good or service. The automation of the
procurement business process reduces processing costs, improves productivity and helps to ensure compliance with enterprise-wide contracts. Ariba Buyer links end-users throughout an organization with approvers, and links the procurement application
to back-end financial, purchasing and human resource systems to access important procurement information, such as supplier product information, price lists, web sites and order status. Ariba Buyer allows customers to attain global user and supplier
adoption, enforce purchasing compliance against corporate policies and contracts, and measure progress. All of these factors drive cost savings by reducing transaction expenses, decreasing cycle times and leveraging existing supplier relationships.
Ariba Buyer leverages the Ariba Supplier Network to securely automate commerce transactions with suppliers on the Internet. Ariba Buyer is deployed as an installed application.



5



---

##### Table of Contents

Ariba Invoice streamlines and automates invoicing and reconciliation, thereby eliminating or reducing
traditional paper processes and greatly reducing cycle times. Ariba Invoice is designed to allow our customers to gain more control of the invoice processing cycle, automate data entry, matching, and exception resolution processes, foster stronger
partner relationships with more prompt and accurate handling of invoices, and centralize invoicing data. Ariba Invoice is designed to decrease the traditional cost of invoice reconciliation, exception handling and supplier communication, while
improving the efficiency of the payment process. Ariba Invoice is deployed as an installed application that leverages the Ariba Supplier Network.



Ariba Travel and Expense helps to manage the procurement of corporate travel and expenses. The application automates the manual processes required for
travel purchases to increase expense policy compliance, decrease administrative costs, and reduce travel approval and expense reimbursement cycle times. Ariba Travel and Expense provides a set of features to generate expense reports automatically
from travel cards or procurement cards and can route expense reports to functional travel and expense managers. Ariba Travel and Expense is deployed as an installed application.



Ariba eForms allows organizations to automate non-standard business processes outside of the core requisitioning process.
Users are able to attach custom forms to existing Ariba software applications or create new software applications for nearly any type of operating resource request. Ariba eForms are created using XML (eXtensible Markup Language), a definition
language that allows organizations to design forms that capture information from end-users and route the information for internal approval. Each Ariba eForm can have its own approval rules and can incorporate standard data from Ariba Buyer,
including financial accounting and human resources information. Ariba eForms is deployed as an installed application.



The Ariba Supplier Network



The Ariba Supplier Network connects buyers and suppliers via the Internet and offers electronic payment, catalog and content management, business document
routing and multi-protocol translation for numerous standard business documents. Businesses can use the Ariba Supplier Network to: search an open directory of trading partners, including over 60,000 suppliers worldwide; subscribe to and manage
catalog content; and conduct transactions, including order management and fulfillment, invoicing and settlement communication. By using the Ariba Supplier Network, businesses can realize cost savings through greater process efficiencies, better
employee and contract compliance, reduced inventories and fair pricing opportunities.



Our multi-protocol network allows buyers to send transactions from Ariba Buyer in one standard format. It then converts the order into the suppliers preferred transaction format, such as cXML (Commerce
eXtensible Markup Language), a format used on the Internet to describe commerce data and documents, EDI (Electronic Data Interchange), a format used to exchange data and documents electronically, electronic mail or facsimile. This feature gives
suppliers the freedom to transact in their preferred protocols.



The Ariba Supplier Network also provides business advantages to suppliers. Suppliers can send product and service information, or electronic catalogs, through standard formats such as CIF (Catalog Interchange Format), a format commonly used
to transfer catalog information electronically, and cXML. In addition, by using a technology called cXML PunchOut, buyers can link to a suppliers web site to select a product while keeping the purchasing process within our Ariba Buyer system
for internal approval, accounting and administrative controls. This feature is particularly useful for suppliers with extensive web sites, product configuration systems and large product catalogs. In addition, suppliers can utilize their existing
investments in electronic commerce systems, including catalogs and product web pages. The Ariba Supplier Network is delivered over the Internet to suppliers and is accessible to our customers as part of their maintenance agreements.



Ariba Solutions Delivery



Ariba Solutions Delivery services include software implementation services
as well as a broad range of strategic services. Since our inception, Ariba customers have leveraged our team of consultants who maintain



6



---

##### Table of Contents

deep knowledge of Ariba applications to lead or assist third party consultants during the implementation process to help ensure that Ariba solutions are
implemented to effectively improve business processes and achieve the greatest return on investment.



During the past fiscal year, Ariba has broadened the expertise of the Ariba Solutions Delivery organization to include additional professionals with
strategic sourcing expertise, business process re-engineering expertise, specific commodity expertise and best practices knowledge. These professionals work in concert with experts from third party consulting practices to improve their procurement
processes.



Strategic Relationships



We believe that strategic partnerships can assist us in gaining broader
market acceptance as well as enhance our operating, marketing, sales and distribution capabilities. Our hardware platform partners include Hewlett-Packard, IBM and Sun Microsystems. These relationships help ensure the reliability, scalability and
performance of Ariba solutions on these platforms. Our software partners include BEA Systems, IBM and TIBCO, as well as numerous other software companies. Our network service providers, such as American Express, enrich services offered by the Ariba
Supplier Network.



We have reselling and/or hosting
relationships with IBM, Unisys, EDS, AMS and USi. We also have strategic relationships with Softbank in Japan and Korea, and with Telefonica as well as several other regional distribution partners, to resell our products. We have business consulting
relationships with IBM, Accenture, Cap Gemini Ernst & Young, Deloitte Consulting and BearingPoint, as well as a number of regional consulting firms. These partners implement our products and assist us with sales lead generation. We have
certified and trained consultants in these organizations for the implementation and operation of our products.



We rely, and expect to increasingly rely, on a number of third parties to implement, support and recommend our products and services during the evaluation
stage of a customers purchase process. If we are unable to maintain or increase the quality of our relationships with providers that recommend, implement or support goods and services management systems, our business could be harmed. A number
of our competitors, including Oracle, SAP and PeopleSoft, have significantly more established relationships with such providers and, as a result, these firms may be more likely to recommend competitors products and services rather than our
products and services. Furthermore, it is possible that our current implementation partners, many of which have significantly greater financial, technical, marketing and other resources than we have, could begin to market software products and
services that compete with our products and services.



Employees



As of September 30, 2003, we had a total of 845
employees, including 297 in research and development, 176 in sales and marketing, 282 in professional services, customer support and training, and 90 in administration and finance. Of these employees, 641 were located in the United States and 204
were located outside the United States. Between April 2001 and December 2001, we significantly reduced our workforce to better align expenses with revenue levels. None of our employees is represented by a collective bargaining agreement, nor have we
experienced any work stoppage. We consider our relations with our employees to be good.



Our future operating results depend in significant part on the continued service of our key technical, sales and senior management personnel, none of whom is bound by an employment agreement. Our future success also
depends on our continuing ability to attract and retain highly qualified technical, sales and senior management personnel. Competition for these personnel is intense, and we may not be able to retain our key technical, sales and senior management
personnel or attract these personnel in the future. We have experienced difficulty in recruiting qualified technical, sales and senior management personnel, and we expect to experience these difficulties in the future. If we are unable to hire and
retain qualified personnel in the future, this inability could harm our business.



7



---

##### Table of Contents

Sales



We sell our solutions primarily through our worldwide direct sales organization. As of September 30, 2003, our direct sales force consisted of 132 sales
professionals, application specialists, and supporting personnel located in several domestic locations and in offices in North America, Europe, Asia, Australia and Latin America.



During our sales process, we typically engage the senior executive management teams of each prospective customer, often
including the chief financial officer, chief procurement officer, chief information officer and chief executive officer. We utilize sales teams led by sales professionals and consisting of sales, technical and business process experts who work with
our strategic partners to create organization-specific proposals, presentations and demonstrations that address the specific needs of each potential customer.



Marketing



We focus our marketing efforts toward educating our target market, generating new sales opportunities, and creating awareness for our spend management
solutions. We conduct a variety of marketing programs worldwide to educate our target market, including business seminars, trade shows, press relations and industry analyst programs, and user groups.



Our marketing organization also serves an integral role in acquiring,
organizing and prioritizing customer and industry feedback in order to help provide product direction to our development organizations. We formalized this customer-driven approach by establishing advisory council meetings, made up of numerous
industry experts, to provide forums for discussing customer needs and requirements. In addition to providing information to prospective customers, advisory council meetings provide a useful forum in which to share information, test product concepts
and collect data on customer and industry needs. We intend to continue to pursue these programs in the future.



Customer Service, Training and Support



We believe that customer satisfaction is essential for our long-term success and we offer comprehensive customer assistance programs. Our technical support provides response to and resolution of customer technical
inquiries and is available to clients by telephone, over the web or by electronic mail. We use a customer service automation system to track each customer inquiry until it is resolved.



Our education services group delivers education and training to our clients and partners. We offer a comprehensive series of
classes to provide the knowledge and skills to successfully deploy, use and maintain our products and solutions. These courses focus on the technical aspects of our products as well as real-world business issues and processes. All of our classes
include lecture, demonstration, discussion and hands-on use of our solutions. Classes are held regularly in our training facilities at our headquarters in Sunnyvale, California and in our London office.



Research and Development



We introduced our initial product, Ariba Buyer, in May 1997, and since then
we have released a number of new products and product enhancements, including Ariba Travel and Expense and Ariba eForms. We began to operate the Ariba Supplier Network in April 1999 and continue to provide enhancements to it on an ongoing basis. We
introduced Ariba Sourcing in August 2000, following our acquisition of SupplierMarket.com, Inc. (SupplierMarket). More recently, we introduced Ariba Contracts, Ariba Invoice and Ariba Analysis in March 2002. Ariba Category Management in
March 2003 and Ariba Supplier Performance Management in July 2003.



Our research and development expenses were $53.8 million, $64.4 million and $90.7 million for the fiscal years ended September 30, 2003, 2002 and 2001, respectively. This represented 23%, 28% and 23% of total



8



---

##### Table of Contents

revenues for each such fiscal year, respectively. In addition, for the years ended September 30, 2003, 2002 and 2001, we recorded amortization of acquired
core technology of $4.0 million, $6.7 million and $6.7 million, respectively, in connection with our fiscal year 2000 acquisitions of TradingDynamics Inc. (TradingDynamics), Tradex Technologies, Inc. (Tradex) and
SupplierMarket.



Our research and development organization is
divided into teams for each of our Ariba Spend Management solutions (Ariba Analysis, Ariba Sourcing and Ariba Procurement) and the Ariba Supplier Network, as well as for server and infrastructure development, user interface and Internet application
design, tools development, enterprise integration, operations, quality assurance, documentation, release management and advanced development. These teams regularly share resources and collaborate on code development, quality assurance and
documentation.



We cannot be sure that existing and future
development efforts will be completed within our anticipated schedules or that, if completed, they will have the features or quality necessary to make them successful in the marketplace. Further, despite testing by us and by current and potential
customers, errors could be found in our products. We may not be able to successfully correct these errors in a timely and cost-effective manner. If we are unable to develop new products or enhancements to existing products or corrections on a timely
and cost-effective basis, or if these new products or enhancements do not have the features or quality necessary to make them successful in the marketplace, our business will be harmed.



We expect that most of our enhancements to existing and future products will be developed internally or perhaps through
acquisitions. However, we currently license certain externally developed technologies and will continue to evaluate externally developed technologies to integrate with our solutions. These externally developed technologies, if suffering from
defects, quality issues or the lack of product functionality required to make our solutions successful in the marketplace, may impact and harm our business.



Acquisitions



On January 20, 2000, we acquired TradingDynamics, a provider of Internet-based trading applications. On March 8, 2000, we acquired Tradex, a provider of
solutions for enabling online marketplaces and exchanges. On August 28, 2000, we acquired SupplierMarket, a provider of online collaborative sourcing technologies. On January 28, 2003, we acquired Goodex AG (Goodex), a privately-held
European sourcing services provider. See Managements Discussion and Analysis of Financial Condition and Results of Operations and Note 4 of Notes to Consolidated Financial Statements for more detailed information.



International Operations



We currently have offices in 17 countries. All of our international
operations are conducted through wholly owned subsidiaries, except for our Japanese subsidiary, Nihon Ariba K.K., and our Korean subsidiary, Ariba Korea, Ltd., in which Softbank and other strategic partners have purchased minority equity interests.
Revenue from our international operations was $75.4 million, $73.5 million and $109.4 million for the fiscal years ended September 30, 2003, 2002 and 2001, respectively. Our strategic relationship with Softbank has not performed to our expectations.
See Risk Factors-Strategic Relationships with Third Parties are Important to Our Long-Term Success below.



Competition



The market for our solutions is intensely competitive, evolving and subject to rapid technological change. The intensity of competition has increased and
is expected to further increase in the future. This increased competition has resulted in overall price pressure and could result in reduced gross margins and loss of market share, either of which could seriously harm our business. Competitors vary
in size and in the scope and breadth of the products and services offered. We compete with several major enterprise software companies including



9



---

##### Table of Contents

SAP, Oracle and PeopleSoft. In the area of sourcing solutions specifically, we compete with FreeMarkets, as well as with other small niche vendors such as
b2emarkets, eBreviate, Emptoris and Frictionless Commerce. In addition, because spend management is a relatively new software category, we expect additional competition from other established and emerging companies if this market continues to
develop and expand.



We believe that the principal competitive
factors affecting our market include a significant base of reference customers, breadth and depth of solution, product quality and performance, customer service, core technology, product features, ability to implement solutions and value of
solutions, ability to integrate with multiple ERP platforms and size of vendor. Although we believe that our solutions currently compete favorably with respect to these factors, our market is evolving rapidly. We may not be able to maintain our
competitive position against current and potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources.



Our larger competitors have longer operating histories, significantly greater current and potential financial, technical,
marketing and other resources, significantly greater name recognition, and a larger installed base of customers than we do. In addition, many of our competitors have well-established relationships with our current and potential customers and have
extensive knowledge of our industry. In the past, we have lost potential customers to competitors for various reasons, including lower prices and other incentives not matched by us. In addition, current and potential competitors have established or
may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs. Accordingly, it is possible that new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. We may not be able to compete successfully against our current and future competitors.



Intellectual Property and Other Proprietary Rights



We depend on our ability to develop and maintain the proprietary aspects of our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade secrets, and patent, copyright and trademark laws.



We license rather than sell our software products and require our customers to enter into license agreements, which impose restrictions on their ability
to utilize the software. In addition, we seek to avoid disclosure of our trade secrets through a number of means, including but not limited to requiring those persons with access to our proprietary information to execute confidentiality agreements
with us and restricting access to our source code. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. We can make no assurance that any of our
proprietary rights with respect to the Ariba Supplier Network will be viable or of value in the future since the validity, enforceability and type of protection of proprietary rights in Internet-related industries are uncertain and still evolving.



We presently have three U.S. patents issued and seven U.S.
patent applications pending. We also presently have one foreign patent issued and 22 foreign patent applications pending. It is possible that the patents that we have applied for, if issued, or our potential future patents may be successfully
challenged or that no patents will be issued from our pending patent applications. It is also possible that we may not develop proprietary products or technologies that are patentable, that any patent issued to us may not provide us with any
competitive advantages, or that the patents of others will harm our ability to do business.



We rely on technology that we license from third parties, including software that is integrated with internally developed software and used in our software products to perform key functions. For example, we license
integration software from TIBCO for Ariba Buyer. If we are unable to continue to license any of this software on commercially reasonable terms, we will face delays in releases of our software until equivalent technology can be identified, licensed
or developed, and integrated into our current product. These delays, if they occur, could harm our business.



10



---

##### Table of Contents

Ariba and the Ariba logo are registered trademarks in the United States. In addition, we have Ariba, the
Ariba logo and the Ariba boomerang design registered in one or more foreign countries. We also have filed applications to register these trademarks in several additional countries. The above-mentioned trademark applications are subject
to review by the applicable governmental authority, may be opposed by private parties, and may not issue.



Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem. In
addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Our means of protecting our proprietary rights may not be adequate and our competitors may independently
develop similar technology, duplicate our products or design around patents issued to us or our other intellectual property.



There has been a substantial amount of litigation in the software and Internet industries regarding intellectual property rights. It is possible that in
the future third parties may claim that we or our current or potential future products infringe their intellectual property rights. We expect that software product developers and providers of electronic commerce solutions will increasingly be
subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Any claims, with or without merit, could be time-consuming, result in
costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could harm our business.



Available Information



Our Internet address is www.ariba.com. There we make available, free of
charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Our SEC reports can be accessed through the investor relations section of our web site. The information found on our web site is not part of this or any other report we file with or furnish to the SEC.



ITEM 2.    PROPERTIES



Our principal sales, marketing, research, development, and administrative offices occupy approximately 233,000 square feet in a 716,000 square foot, five building office park in Sunnyvale, California which is our corporate headquarters. Our
lease for the entire office park commenced January 25, 2001 and expires on January 24, 2013. We currently sublease one and half buildings totaling 262,600 square feet, to a third party. This sublease expires on July 31, 2007. In addition, we
also sublease one building and part of another building totaling approximately 180,000 square feet to another third party. This sublease expires on May 13, 2008. Our regional offices are located in Alpharetta, Georgia, Lisle, Illinois: Burlington,
Massachusetts: and Bridgewater, New Jersey. These leases total approximately 99,300 square feet and expire at various dates between 2004 and 2007. We are in the process of subleasing some of our excess leased facilities located in Sunnyvale and
Mountain View, California and Lisle, Illinois, for the remaining lease terms.



Prior to moving to our current corporate headquarters, we leased 131,560 square feet in Mountain View, California under a lease that expires October 31, 2006. We are currently subleasing 29,700 square feet of this
facility to a third party for the remaining lease term and the remaining 101,860 square feet is available for sublease. We leased an additional 33,000 square feet in Sunnyvale, California under a lease that expires on August 31, 2004. We are
currently subleasing this facility to a third party for the remaining lease term. We lease an additional 45,000 square feet in Mountain View, California under a lease that expires April 30, 2005 and this space is currently available for sublease. We
lease our North American sales and support offices located in the metropolitan areas of Dallas, Texas: Detroit, Michigan: Los Angeles, California: Minneapolis, Minnesota: New



11



---

##### Table of Contents

York, New York: Philadelphia, Pennsylvania: St. Louis, Missouri: Washington D.C.: and Toronto, Canada. We also lease sales and support offices outside of
North America in locations including Australia, Belgium, France, Germany, India, Ireland, Italy, Japan, Korea, Mexico, the Netherlands, Singapore, Spain, Switzerland and the United Kingdom.



ITEM 3.    LEGAL PROCEEDINGS



IPO Class Action Litigation



Between March 20, 2001 and June 5, 2001, a number of purported shareholder class action complaints were filed in the United States District Court for the Southern District of New York against us, certain of our former officers and directors
and three of the underwriters of our initial public offering. These actions purport to be brought on behalf of purchasers of our common stock in the period from June 23, 1999, the date of our initial public offering, to December 23, 1999 (or in some
cases, to December 5 or 6, 2000), and make certain claims under the federal securities laws, including Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, relating to our initial public offering.



On June 26, 2001, these actions were consolidated into a single action
bearing the title In re Ariba, Inc. Securities Litigation, 01 CIV 2359. On August 9, 2001, that consolidated action was further consolidated before a single judge with cases brought against additional issuers (who numbered in excess of 300)
and their underwriters that made similar allegations regarding the initial public offerings of those issuers. The latter consolidation was for purposes of pretrial motions and discovery only. On February 14, 2002, the parties signed and filed a
stipulation dismissing the consolidated action without prejudice against us and certain individual officers and directors, which the Court approved and entered as an order on March 1, 2002. On April 19, 2002, the plaintiffs filed an amended
complaint in which they dropped their claims against us and the individual officers and directors under Sections 11 and 15 of the Securities Act, but elected to proceed with their claims against such defendants under Sections 10(b) and 20(a) of the
Exchange Act.



The amended complaint alleges that the
prospectus pursuant to which shares of common stock were sold in our initial public offering, which was incorporated in a registration statement filed with the SEC, contained certain false and misleading statements or omissions regarding the
practices of our underwriters with respect to their allocation to their customers of shares of common stock in our initial public offering and their receipt of commissions from those customers related to such allocations. The complaint further
alleges that the underwriters provided positive analyst coverage of Ariba after the initial public offering, which had the effect of manipulating the market for our stock. Plaintiffs contend that such statements and omissions from the prospectus and
the alleged market manipulation by the underwriters through the use of analysts caused our post-initial public offering stock price to be artificially inflated. The actions seek compensatory damages in unspecified amounts as well as other relief.



On July 15, 2002, Ariba and the officer and director
defendants, along with other issuers and their related officer and director defendants, filed a joint motion to dismiss based on common issues. On or around November 18, 2002, during the pendency of the motion to dismiss, the Court entered as an
order a stipulation by which all of the individual defendants were dismissed from the case without prejudice in return for executing a tolling agreement. On February 19, 2003, the Court rendered its decision on the motion to dismiss, granting a
dismissal of the remaining Section 10(b) claim against us without prejudice. Plaintiffs have indicated that they intend to file an amended complaint.



On June 24, 2003, a Special Litigation Committee of the Board of Directors of the Company approved a Memorandum of Understanding (the MOU)
reflecting a settlement in which the plaintiffs agreed to dismiss the case against Ariba with prejudice in return for the assignment by Ariba of claims that Ariba might have against its underwriters. No payment to the plaintiffs by the Company is
required under the MOU. There can be no assurance that the MOU will result in a formal settlement or that the Court will approve the settlement that the MOU sets forth. In the event that the MOU does not result in a formal settlement approved by the
Court, we intend to defend against these claims vigorously.



12



---

##### Table of Contents

Restatement Class Action Litigation



Beginning January 21, 2003, a number of purported shareholder class action complaints were filed in the United States
District Court for the Northern District of California against us and certain of our current and former officers and directors, all purporting to be brought on behalf of a class of purchasers of our common stock in the period from January 11, 2000
to January 15, 2003. The complaints bring claims under the federal securities laws, specifically Sections 10(b) and 20(a) of the Exchange Act, relating to our announcement that we would restate certain of our consolidated financial statements, and,
in the case of two complaints, relating to our acquisition activity and related accounting. Specifically, these actions allege that certain of our prior consolidated financial statements contained false and misleading statements or omissions
relating to our failure to properly recognize expenses and other financial items, as reflected in the then proposed restatement. Plaintiffs contend that such statements or omissions caused the stock price to be artificially inflated. Plaintiffs seek
compensatory damages as well as other relief.



In a series of
orders issued by the Court in February and March, 2003, these cases were deemed related to each other and assigned to a single judge sitting in San Jose. On July 11, 2003, following briefing and a hearing on related motions, the Court entered two
orders that together (1) consolidated the related cases for all purposes into a single action captioned In re Ariba, Inc. Securities Litigation, Case No. C-03-00277 JF, (2) appointed a lead plaintiff, and (3) approved the lead
plaintiffs selection of counsel. On September 15, 2003, the lead plaintiff filed a Consolidated Amended Complaint, which restates the allegations and claims described above and adds a claim pursuant to Section 14(a) of the Exchange Act, based
on the allegations and claims described above and adds a claim pursuant to Section 14(a) of the Exchange Act, based on the allegation that the Company failed to disclose certain payments and executive compensation items in its January 24, 2002 Proxy
Statement. On November 17, 2003, defendants filed a motion to dismiss the action for failure to state a claim, which is currently scheduled to be heard by the Court on March 29, 2004. This case is still in its early stages. We intend to defend
against these claims vigorously.



Restatement Shareholder
Derivative Litigation



Beginning January 27, 2003, several
shareholder derivative actions were filed in the Superior Court of California for the County of Santa Clara against certain of our current and former officers and directors and against us as nominal defendant. These actions were filed by
shareholders purporting to assert, on our behalf, claims for breach of fiduciary duties, aiding and abetting, violations of the California insider trading law, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, and
contribution and indemnification. Specifically, the claims were based on our acquisition activity and related accounting implemented by the defendants, the alleged understatement of compensation expenses as reflected in our then proposed
restatement, the alleged insider trading by certain defendants, the existence of the restatement class action litigation, in which we are alleged to be liable to defrauded investors, and the allegedly excessive compensation paid by us to one of our
officers, as reflected in our then proposed restatement. The complaints sought the payment by the defendants to us of damages allegedly suffered by us, as well as other relief.



These actions were assigned to a single judge sitting in San Jose. On May 7, 2003 following briefing and hearing on related
motions, the court issued an order that (1) consolidated the cases for all purposes into a single action captioned In re Ariba, Inc. Shareholder Derivative Litigation, Lead Case No. CV 814325, and (2) appointed lead plaintiffs counsel.
Pursuant to that order, plaintiffs filed an amended consolidated derivative complaint on May 28, 2003. The amended consolidated complaint restates the allegations, causes of action and relief sought as pleaded in the original complaints, and adds
allegations relating to our April 10, 2003 announcement of the restatement of certain financial statements and also adds a cause of action for breach of contract. On October 28, 2003, the Company filed a demurrer, joined by the individual
defendants, seeking dismissal of the action for failure to comply with applicable pre-litigation demand requirements. This demurrer is currently scheduled to be heard by the Court on December 16, 2003. This case is still in its early stages. We
intend to defend against these claims vigorously.



13



---

##### Table of Contents

On March 7 and March 21, 2003, respectively, two shareholder derivative actions were filed in the United
States District Court for the Northern District of California against certain of our current and former officers and directors and against Ariba as nominal defendant. These actions were filed by shareholders purporting to assert, on behalf of Ariba,
claims for violations of the Sarbanes-Oxley Act, violations of the California insider trading law, breach of fiduciary duties, misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment.
Specifically, the claims were based on our announcements that we intended to and/or had restated certain financial statements and on alleged insider trading by certain defendants. The complaints sought the payment by the defendants to Ariba of
damages allegedly suffered by Ariba, as well as other relief.



By orders issued by the Court on May 27 and June 23, 2003, these two derivative cases were deemed related to each other and to the securities class actions pending before the same court as now consolidated into In re Ariba, Inc.
Securities Litigation, Case No. C-03-00277 JF, and accordingly these two derivative actions were assigned to the same judge sitting in San Jose assigned to that action. On June 23, 2003, following submission of a related stipulation of the
parties, the Court issued an order that (1) consolidated the two derivative cases for all purposes into a single action captioned In re Ariba, Inc. Derivative Litigation, Case No. C-03-02172 JF, and (2) appointed lead plaintiffs
counsel. In accordance with that order, plaintiffs filed an amended consolidated derivative complaint on June 26, 2003. The amended consolidated complaint restates the allegations, causes of action and relief sought as pleaded in the original
complaints. On September 18, 2003, defendants filed a motion to dismiss or stay the action pending resolution of the parallel state court derivative litigation. Following a hearing on this motion on November 10, 2003, the Court issued a ruling on
November 13, 2003 denying the motion but granting defendants alternative request for a stay of the action in light of the related securities class action litigation. Accordingly, this action is now stayed until the Court has determined the
viability of the federal securities claim in the related action. This case is still in its early stages. We intend to defend against these claims vigorously.



General



We are also subject to various claims and legal actions arising in the ordinary course of business. One example is our dispute with Softbank, which is
discussed in Risk Factors-Strategic Relationships with Third Parties are Important to Our Long-Term Success. As another example, on December 28, 2001, BCE Emergis, Inc., a distributor in Canada of certain of our products, filed a lawsuit
against the Company in the United States District Court for the Northern District of California (No. 01-21221 PVT). Plaintiff seeks approximately $30.0 million dollars in alleged damages based on claims of breach of contract and promissory
fraud/fraudulent concealment. Plaintiff alleges that we breached the Strategic Alliance Master Agreement between the parties and committed fraud in connection with our failure to provide specified software. We have counterclaimed against BCE
Emergis. After a series of pleadings, Court rulings and a mediation, the matter has not yet been resolved. A previously set trial date had been vacated by the Court due to a discovery dispute that was before the Ninth Circuit Court of Appeals. Those
appellate proceedings have now ended and we expect that a trial date will be set shortly. The Court has ordered a second mediation, which was originally scheduled for August 29, 2003, but did not occur as scheduled. We expect that the second
mediation will occur prior to trial, probably in January 2004. In January 2004, the Court will likely set a trial date for sometime in 2004. Although litigation is inherently uncertain, we believe that we have meritorious defenses to all claims in
the lawsuit.



We have accrued for estimable and probable losses
in our consolidated financial statements for those matters where we believe that the likelihood that a loss has occurred is probable and the amount of loss is reasonably estimable. There can be no assurance that existing or future litigation arising
in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows or that the amount of accrued losses is sufficient for any actual losses
that may be incurred.



14



---

##### Table of Contents

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not applicable.



ITEM 4A.    EXECUTIVE OFFICERS OF THE REGISTRANT



The executive officers of Ariba and their ages as of September 30, 2003 are as follows:



|                    |  |     |  |                                                      
|------------------- |  | --- |  | -----------------------------------------------------
|Name                |  | Age |  | Position(s)                                          
|Robert M. Calderoni |  | 43  |  | President and Chief Executive Officer and a Director 
|Kevin Costello      |  | 41  |  | Executive Vice President of Sales and Solutions      
|Craig Federighi     |  | 34  |  | Executive Vice President and Chief Technology Officer
|James W. Frankola   |  | 39  |  | Executive Vice President and Chief Financial Officer 
|Michael Schmitt     |  | 46  |  | Executive Vice President and Chief Marketing Officer 
|John True           |  | 39  |  | Executive Vice President of Worldwide Sales          
|H. Tayloe Stansbury |  | 42  |  | Executive Vice President of Engineering              



Robert M.
Calderonihas served as Aribas President and Chief Executive Officer and a Director since October 2001. From October 2001 to December 2001, Mr. Calderoni also served as Aribas Interim Chief Financial Officer. From January 2001 to
October 2001, Mr. Calderoni served as Aribas Executive Vice President and Chief Financial Officer. Mr. Calderoni was also an employee of the Company from November 2000 to January 2001. From November 1997 to January 2001, he was Chief Financial
Officer at Avery Dennison Corporation, a manufacturer of pressure-sensitive materials and office products. From June 1996 to November 1997, Mr. Calderoni was Senior Vice President of Finance at Apple Computer, Inc. Prior to that time,
Mr. Calderoni held various positions with IBM Storage Systems Division, most recently as Vice President of Finance. In addition to serving as a director of Ariba, he is also a member of the board of directors of Juniper Networks, Inc., a
provider of network infrastructure systems. Mr. Calderoni holds a Bachelor of Science degree in Accounting and Finance from Fordham University.



Kevin Costellohas served as Aribas Executive Vice President of Sales and Solutions since October 2003. From May 2002 until October 2003, Mr.
Costello served as Aribas Executive Vice President, Ariba Solutions Delivery. From June 1984 until May 2002, Mr. Costello worked at Andersen Business Consulting, most recently as a Partner. Mr. Costello holds a Bachelor of Science degree in
Accounting from the University of Illinois.



Craig
Federighi has served as Aribas Executive Vice President and Chief Technology Officer since June 1999. From March 1999 through May 1999, Mr. Federighi served as Vice President of Internet Services. From 1997 through February 1999, Mr.
Federighi worked at Apple Computer, Inc. as Director of Engineering. Mr. Federighi holds a Master of Science degree in Computer Science and a Bachelor of Science in Electrical Engineering and Computer Science from the University of California,
Berkeley.



James W. Frankolahas served as Aribas
Executive Vice President and Chief Financial Officer since December 2001. Mr. Frankola was also an employee of the company from October 2001 to December 2001. From December 1997 to October 2001, Mr. Frankola held various positions with Avery
Dennison Corporation, a manufacturer of pressure-sensitive materials and office products, most recently as Vice President of Finance and IS, Fasson Roll Worldwide. From May 1995 to December 1997, Mr. Frankola held various positions with IBM Storage
Systems Division, most recently as Director of Financial Analysis. Mr. Frankola holds a Bachelor of Science degree in accounting from Pennsylvania State University and a Master of Business Administration from New York University.



Michael Schmitt has served as Aribas Executive Vice President
and Chief Marketing Officer since February 2001. From June 1992 to July 2000, Mr. Schmitt held various positions with J.D. Edwards, a business software company, most recently as Senior Vice President, Sales and Marketing. Mr. Schmitt holds a
Bachelor of



15



---

##### Table of Contents

Science degree in Business Administration and Marketing from California Polytechnic State University, San Luis Obispo.



John Truehas served as Aribas Executive Vice President of
Worldwide Sales since October 2002. From January 2000 through September 2002, Mr. True held various positions with Ariba, most recently as Senior Vice President of North American Operations. From October 1996 until December 1999, Mr. True held
various positions at Parametric Technology Corporation, a product development software company, most recently as Sector Vice President of Sales. Mr. True holds a Bachelor of Science degree in Computer Science from the University of Missouri-Rolla.



H. Tayloe Stansbury has served as Aribas
Executive Vice President of Engineering since May 2003. From February 2001 through April 2003, Mr. Stansbury held various positions with Ariba, most recently as Senior Vice President of Engineering. From January 1999 until January 2001, Mr.
Stansbury held various positions at Calico Commerce, a software and services company, most recently as Senior Vice President of Engineering. Mr. Stansbury holds an A.B. in Applied Mathematics and Computer Science from Harvard University.



16



---

##### Table of Contents

PART II



ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Our common stock is traded on the Nasdaq Stock Market under the symbol ARBA. The price range per share in the table below reflects the highest
and lowest sale prices for our stock as reported by the Nasdaq Stock Market during the last two fiscal years. Our present policy is to retain earnings, if any, to finance future growth. We have never paid cash dividends and have no present intention
to pay cash dividends. At November 28, 2003, there were approximately 2,130 stockholders of record, and the closing price per share of our common stock was $3.16.



|                    |  |                       |      |     |   |     
|------------------- |  | --------------------- | ---- | --- | - | ----
|                    |  | Price Range Per Share
|Three Months Ended: |  | High                  |      | Low
|September 30, 2003  |  | $                     | 3.58 |     | $ | 2.22
|June 30, 2003       |  | $                     | 4.05 |     | $ | 2.87
|March 31, 2003      |  | $                     | 3.64 |     | $ | 2.10
|December 31, 2002   |  | $                     | 4.70 |     | $ | 1.30
|                    |  |                      
|September 30, 2002  |  | $                     | 3.50 |     | $ | 1.30
|June 30, 2002       |  | $                     | 4.74 |     | $ | 2.00
|March 31, 2002      |  | $                     | 7.82 |     | $ | 3.60
|December 31, 2001   |  | $                     | 7.33 |     | $ | 1.72



ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA



The following selected consolidated financial data should be read in conjunction with the consolidated financial statements, the notes to the consolidated
financial statements, and Managements Discussion and Analysis of Financial Condition and Results of Operations, which are included elsewhere in this Annual Report. The consolidated statements of operations data for each of the five
fiscal years in the period ended September 30, 2003, and the consolidated balance sheet data as of the end of each such fiscal year, are derived from our audited consolidated financial statements (in thousands, except per share data). See
BusinessRestatement and the discussion below.



|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |   |  |      |          |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | - |  | ---- | -------- | - |  | - | ------- | -
|                                                                               |  | Year Ended September 30, |         
|                                                                               |  | 2003                     |          |   | 2002 |   |          | 2001 |  |   | 2000       |   |  | 1999 |         
|Consolidated Statements of Operations Data:                                    |  |                          |          |   |      |   |          |      |  |   |            |   |  |      |          |   |  |   |         |  
|Total revenues                                                                 |  | $                        | 236,698  |   |      | $ | 229,803  |      |  | $ | 399,810    |   |  | $    | 273,906  |   |  | $ | 45,372  |  
|Gross profit                                                                   |  | $                        | 182,690  |   |      | $ | 175,872  |      |  | $ | 307,494    |   |  | $    | 223,654  |   |  | $ | 36,559  |  
|In-process research and development                                            |  | $                        |         |   |      | $ |         |      |  | $ |           |   |  | $    | 27,350   |   |  | $ |        |  
|Restructuring and lease abandonment costs                                      |  | $                        | 5,350    |   |      | $ | 62,609   |      |  | $ | 133,582    |   |  | $    |         |   |  | $ |        |  
|Impairment of goodwill, other intangible assets and equity investments         |  | $                        |         |   |      | $ |         |      |  | $ | 1,436,135  |   |  | $    |         |   |  | $ |        |  
|Net loss                                                                       |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | ) |  | $    | (802,582 | ) |  | $ | (29,300 | )
|Net loss per sharebasic and diluted                                           |  | $                        | (0.40    | ) |      | $ | (2.47    | )    |  | $ | (11.02     | ) |  | $    | (4.15    | ) |  | $ | (0.42   | )
|Weighted average shares used in computing net loss per sharebasic and diluted |  |                          | 266,284  |   |      |   | 259,042  |      |  |   | 244,614    |   |  |      | 193,417  |   |  |   | 70,064  |  



17



---

##### Table of Contents

|                                                  |  |               |            |   |      |   |            |      |  |   |            |   |  |      |           |   |  |   |         |  
|------------------------------------------------- |  | ------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | ---- | --------- | - |  | - | ------- | -
|                                                  |  | September 30, |           
|                                                  |  | 2003          |            |   | 2002 |   |            | 2001 |  |   | 2000       |   |  | 1999 |          
|Consolidated Balance Sheets Data:                 |  |               |            |   |      |   |            |      |  |   |            |   |  |      |           |   |  |   |         |  
|Cash, cash equivalents and investments            |  | $             | 205,471    |   |      | $ | 245,251    |      |  | $ | 261,011    |   |  | $    | 334,191   |   |  | $ | 152,440 |  
|Working capital                                   |  | $             | 3,493      |   |      | $ | 25,747     |      |  | $ | 68,947     |   |  | $    | 157,326   |   |  | $ | 58,488  |  
|Total assets                                      |  | $             | 459,130    |   |      | $ | 624,618    |      |  | $ | 1,270,284  |   |  | $    | 3,784,175 |   |  | $ | 170,021 |  
|Restructuring obligations, less current portion   |  | $             | 34,112     |   |      | $ | 43,353     |      |  | $ | 12,855     |   |  | $    |          |   |  | $ |        |  
|Other long-term obligations, less current portion |  | $             |           |   |      | $ |           |      |  | $ | 106        |   |  | $    | 402       |   |  | $ | 781     |  
|Minority interests                                |  | $             | 20,019     |   |      | $ | 15,027     |      |  | $ | 15,720     |   |  | $    |          |   |  | $ |        |  
|Accumulated deficit                               |  | $             | (4,287,199 | ) |      | $ | (4,180,872 | )    |  | $ | (3,542,209 | ) |  | $    | (847,514  | ) |  | $ | (44,932 | )
|Total stockholders equity                        |  | $             | 216,857    |   |      | $ | 311,028    |      |  | $ | 919,494    |   |  | $    | 3,470,218 |   |  | $ | 122,183 |  



See Note 10 of Notes
to Consolidated Financial Statements for an explanation of the determination of the number of shares used to compute basic and diluted net loss per share. Ariba has paid no cash dividends during the five-year period ended September 30, 2003. The
above information has been restated to reflect the two-for-one stock splits, each effected in the form of a stock dividend to each stockholder, on November 16, 1999 and March 2, 2000.



Restatement of Fiscal Years 2001 and 2000



As a result of a review we initiated in December 2002, we restated in April 2003 our consolidated financial statements for
the fiscal years ended September 30, 2000 and 2001 and the quarters ended December 31, 1999 through June 30, 2002. We also adjusted the preliminary consolidated financial statement information for the quarter and fiscal year ended September 30, 2002
originally announced on October 23, 2002 and for the quarter ended December 31, 2002 originally announced on January 23, 2003, and any adjustments for those periods described herein are as compared to such preliminary consolidated financial
statement information.



The cumulative net effect of the
adjustments for fiscal years 2000 through 2002 is to increase our accumulated deficit at September 30, 2002 by $1.8 million to $4.181 billion. The following table summarizes the nature and effects of these restatements and adjustments.



Effects on Net Loss(Increase) Decrease

(in millions)



|                                                                                |  |                          |       |                                |      |   |                                     |      |                                                 |   |      |  |   |      |   |  |   |     |  |   |       |  
|------------------------------------------------------------------------------- |  | ------------------------ | ----- | ------------------------------ | ---- | - | ----------------------------------- | ---- | ----------------------------------------------- | - | ---- |  | - | ---- | - |  | - | --- |  | - | ----- | -
|                                                                                |  | Year Ended September 30, |       | Nine MonthsEnded June 30, 2002 |      |   | Three MonthsEndedSeptember 30, 2002 |      | Total for Three YearsEndedSeptember 30, 2002(1) |  
|                                                                                |  | 2000                     |       |                                | 2001 |   |                                     | 2002 |                                                 |   |     
|Expenses paid by significant stockholder and director                           |  | $                        |      |                                |      | $ | (11.2                               | )    |                                                 | $ |     |  | $ |     |   |  | $ |    |  | $ | (11.2 | )
|Stock options issued by acquired companies, net of goodwill amortization offset |  |                          | (13.5 | )                              |      |   | (10.5                               | )    |                                                 |   | 13.1 |  |   | 9.9  |   |  |   | 3.2 |  |   | (10.9 | )
|Revenue adjustments                                                             |  |                          | (1.6  | )                              |      |   | (1.8                                | )    |                                                 |   | 0.6  |  |   | (0.1 | ) |  |   | 0.7 |  |   | (2.8  | )
|Other operating expense adjustments                                             |  |                          | 5.3   |                                |      |   | 10.8                                |      |                                                 |   | 6.0  |  |   | 3.1  |   |  |   | 2.9 |  |   | 22.1  |  
|Income tax adjustments                                                          |  |                          |      |                                |      |   | (1.4                                | )    |                                                 |   | 2.4  |  |   |     |   |  |   | 2.4 |  |   | 1.0   |  
|                                                                                |  |                          |       |                                |      |   |                                     |      |                                                 |   |      |  |   |      |   |  |   |     |  |   |       |  
|Total effect on net loss(increase) decrease                                    |  | $                        | (9.8  | )                              |      | $ | (14.1                               | )    |                                                 | $ | 22.1 |  | $ | 12.9 |   |  | $ | 9.2 |  | $ | (1.8  | )
|                                                                                |  |                          |       |                                |      |   |                                     |      |                                                 |   |      |  |   |      |   |  |   |     |  |   |       |  

---

|(1) |  | Represents the aggregate effect of restating our consolidated financial statements for the period from October 1, 1999 to June 30, 2002 and adjusting our preliminary consolidated
financial information (announced on October 23, 2002) for the quarter ended September 30, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18



---

##### Table of Contents

None of the adjustments described in this section had any impact on our cash balances for any period.
However, our consolidated statements of cash flows have been restated to reflect the reclassification of amounts received in connection with business partner warrants from operating activities to financing activities. The effect of these
restatements is to increase net cash used in operating activities by $5.0 million and $15.0 million for fiscal years 2001 and 2002, respectively, and to increase net cash provided by financing activities by $5.0 million and $15.0 million for fiscal
years 2001 and 2002, respectively. Please see our Annual Report on Form 10-K for the fiscal year ended September 30, 2002, as filed on April 10, 2003, and our Quarterly Reports on Form 10-Q/A for the three months ended March 31 and June 30, 2002
each as filed on April 11, 2003, for additional information regarding the restatement and adjustments.



We incurred fees to outside professional service providers in connection with this recently completed accounting review totaling approximately $10
million. Although we believe the expenses associated with our recently completed internal accounting review are substantially complete, we expect, over the near term and perhaps for much longer, to incur significant fees and expenses relating to our
ongoing regulatory and legal proceedings, including litigation relating to the recent restatement of our consolidated financial statements.



ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information in this Annual Report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein
that are not statements of historical facts may be deemed to be forward looking statements. For example, words such as may, will, should, estimates, predicts, potential,
continue, strategy, believes, anticipates, plans, expects, intends, and similar expressions are intended to identify forward-looking statements. Our actual results
and the timing of certain events may differ significantly from the results discussed in the forward looking statement. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this
Annual Report in the section entitled Risk Factors and the risks discussed in our other Securities and Exchange Commission (SEC) filings. Except as otherwise noted, the discussion of financial results gives effect to the
accounting restatements and adjustments described in Selected Consolidated Financial DataRestatement of Fiscal Years 2001 and 2000 above.



Recent Event



On January 23, 2004, we announced a definitive agreement (the Agreement), to acquire FreeMarkets, Inc. (FreeMarkets), a publicly
held company headquartered in Pittsburgh, Pennsylvania. FreeMarkets provides companies with software, services and information for global supply management. Under the terms of the Agreement, stockholders of FreeMarkets will receive 2.25 shares of
our common stock and $2.00 cash for each outstanding share of FreeMarkets common stock. Based on the closing price of our common stock on January 22, 2004 and FreeMarkets capitalization as of January 23, 2004, the estimated value of the
transaction is approximately $493 million, excluding transaction costs. The transaction is subject to customary closing conditions, including regulatory review and approval by the stockholders of each company, and is expected to close in the latter
part of our third fiscal quarter.



Overview of Aribas Business



Ariba provides Enterprise Spend Management solutions that
allow enterprises to manage efficiently the purchasing of all non-payroll goods and services required to run their business. We refer to these non-payroll expenses as spend. Our solutions, which include software applications, services
and network access, are designed to provide corporations with technology and business process improvements to better manage their corporate spending and, in turn, save money. Our software applications and services streamline and improve the



19



---

##### Table of Contents

business processes related to the identification of suppliers of goods and services, the negotiation of the terms of purchases, and ultimately the management
of ongoing purchasing and settlement activities. These goods and services include commodities, raw materials, operating resources, services, temporary labor, travel, maintenance, repair and operations equipment.



Our software applications were built to leverage the Internet and provide
enterprises with real-time access to their business data and their business partners. They are designed to integrate seamlessly on all major platforms. Our software applications can be accessed via web browser.



Ariba Spend Management applications fall into three solution sets, each
designed to address a business process related to corporate spending. The Ariba Analysis Solution provides strategic planning and analysis capabilities that leverage historical spending patterns. The Ariba Sourcing Solution enables the sourcing,
negotiation and creation of contracts for products and services. Finally, the Ariba Procurement Solution enables contract compliance for the purchase of goods and services and manages purchasing workflow on an ongoing basis. The Ariba Procurement
Solution, which includes our flagship product Ariba Buyer, continues to represent a majority of our current business.



Ariba Spend Management solutions integrate with and leverage the Ariba Supplier Network. The Ariba Supplier Network is a scalable Internet infrastructure
that connects our customers with their business partners and suppliers to exchange product and service information as well as a broad range of business documents, such as purchase orders and invoices. Over 60,000 suppliers of a wide array of goods
and services are connected to the Ariba Supplier Network. As a result, our customers can connect once to the Ariba Supplier Network and access many suppliers simultaneously.



In addition to application software, Ariba Spend Management solutions include implementation and consulting services,
education and training. All of these additional offerings together with the Ariba Supplier Network are designed to improve the return on investment our customers receive through the use of our software applications.



We were incorporated in Delaware in September 1996 and from that date through
March 1997 were in the development stage, conducting research and developing our initial products.



Overview of Fiscal Year 2003



Introduction



Our operating
results during fiscal 2003 should be considered within the context of the macroeconomic environment and the current business conditions facing the information technology sector. Specifically, weak macroeconomic conditions, the pace of investment in
information technology, and uncertainties within the application software industry all had a negative effect on our operations during fiscal 2003. We were able to attain modest revenue growth during fiscal 2003. However, total deferred revenue
declined significantly, due in part to lower than expected payments from Softbank and the extension of payment terms to more competitive levels. Overall average selling prices have been variable and are highly dependent upon the number of large
deals each quarter and the product mix. As we continue to develop new products, average selling prices per transaction may decline, but our goal is to increase average revenue per customer over time. During the year, we invested in our services
business, including the hiring of new employees in North America and the acquisition of Goodex in Europe, and services-related revenue increased over the second half of fiscal 2003. We also strengthened our international operations by appointing new
general managers in Europe and Asia in an effort to bolster our sales and distribution capabilities in these regions.



Total operating expenses declined dramatically during the year, primarily due to the completion of amortization expense for other intangible assets and
the cessation of amortization of goodwill under SFAS No. 142, but also due to our continued cost control efforts, which enabled us to achieve our first profitable quarter in



20



---

##### Table of Contents

the fourth quarter of fiscal 2003. During fiscal 2003, cost of revenue fluctuated somewhat on a quarterly basis depending upon the mix of license revenues
versus maintenance and other service revenues, but our sales and marketing, research and development, and general and administrative expenses (excluding the expenses related to our accounting review) were fairly stable. Our headcount, which was 845
at the end of fiscal year 2003, has been relatively consistent over the last two fiscal years. Finally, total cash and equivalents, including restricted cash and long-term investments, declined by approximately 15% during fiscal year 2003, primarily
due to lower than expected new bookings, payments under lease obligations, expenses related to our accounting review and the extension of payment terms.



Strategic Relationships



We have strategic relationships with Softbank and its affiliates, as a minority shareholder of our Japanese and Korean subsidiaries, Nihon Ariba K.K.
(Nihon Ariba) and Ariba Korea, Ltd., respectively, from which we derived revenues of $23.8 million, $19.1 million and $6.9 million for the years ended September 30, 2003, 2002 and 2001, respectively, pursuant to a long-term revenue
commitment. Our strategic relationship with Softbank has not performed to our expectations, and in June 2003 we commenced an arbitration proceeding against Softbank. In response, Softbank filed a counter-demand. There is no assurance we can achieve
a mutually satisfactory resolution of our dispute with Softbank. The failure to achieve a satisfactory resolution of our dispute with Softbank, and to realize future revenues from Softbank at committed levels, could have a material adverse impact on
our business, operating results, cash flows and financial position. See Risk FactorsStrategic Relationships are Important to Our Long-Term Success.



Acquisition



On January 28, 2003, we acquired Goodex AG (Goodex), a privately-held European sourcing services provider. The acquisition was accounted for
using the purchase method of accounting and accordingly, the purchase price of $3.3 million was allocated to the tangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date with the remainder
allocated to goodwill.



Outlook



Our limited operating history makes the prediction of future operating
results very difficult. We believe that period-to-period comparisons of operating results should not be relied upon as predictive of future performance. Our operating results are expected to vary significantly from quarter to quarter and are
difficult or impossible to predict. We believe that our success in fiscal year 2004 will depend particularly upon our ability to achieve several growth initiatives (designed in part to offset anticipated declines in revenues from our strategic
relationship with Softbank and from prior year contracts), our ability to effectively redeploy our resources to enhance our marketing, sales and service programs, and our ability to maintain tight control over expenses and cash. We believe that key
risks include market acceptance of Enterprise Spend Management solutions as a standalone market category, our success in growing our sales channels in Europe and Japan, the overall level of information technology spending, potential declines in
average selling prices resulting from newer lower priced products, and the potential adverse impact resulting from the restatement of our consolidated financial statements and related regulatory inquiries and legal proceedings. Our prospects must be
considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development, particularly given that we operate in new and rapidly evolving markets, have completed several acquisitions and face an uncertain
economic environment. We may not be successful in addressing such risks and difficulties. Please refer to the Risk Factors section for additional information.



21



---

##### Table of Contents

Results of Operations



The following table sets forth the consolidated statements of operations for the periods indicated (in thousands, except per share data). These statements
have been derived from the consolidated financial statements contained in this Annual Report. The operating results for any period should not be considered indicative of results for any future period. This information should be read in conjunction
with the consolidated financial statements included in this report.



|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|------------------------------------------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | -------- | ------- |  | - | ---------- | -
|                                                                               |  | Year Ended September 30, |         
|                                                                               |  | 2003                     |          |   | 2002 |   |          | 2001(1) | 
|Revenues:                                                                      |  |                          |          |   |      |   |          |         |  |   |            |  
|License                                                                        |  | $                        | 103,066  |   |      | $ | 98,440   |         |  | $ | 260,234    |  
|Maintenance and service                                                        |  |                          | 133,632  |   |      |   | 131,363  |         |  |   | 139,576    |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Total revenues                                                                 |  |                          | 236,698  |   |      |   | 229,803  |         |  |   | 399,810    |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Cost of revenues:                                                              |  |                          |          |   |      |   |          |         |  |   |            |  
|License                                                                        |  |                          | 4,519    |   |      |   | 4,318    |         |  |   | 17,376     |  
|Maintenance and service                                                        |  |                          | 45,489   |   |      |   | 42,881   |         |  |   | 68,208     |  
|Amortization of acquired core technology                                       |  |                          | 4,000    |   |      |   | 6,732    |         |  |   | 6,732      |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Total cost of revenues                                                         |  |                          | 54,008   |   |      |   | 53,931   |         |  |   | 92,316     |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Gross profit                                                                   |  |                          | 182,690  |   |      |   | 175,872  |         |  |   | 307,494    |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Operating expenses:                                                            |  |                          |          |   |      |   |          |         |  |   |            |  
|Sales and marketing                                                            |  |                          | 80,364   |   |      |   | 80,950   |         |  |   | 280,610    |  
|Research and development                                                       |  |                          | 53,836   |   |      |   | 64,365   |         |  |   | 90,657     |  
|General and administrative                                                     |  |                          | 36,203   |   |      |   | 31,751   |         |  |   | 60,495     |  
|Amortization of goodwill and other intangible assets                           |  |                          | 113,464  |   |      |   | 559,046  |         |  |   | 920,854    |  
|Business partner warrants, net                                                 |  |                          |         |   |      |   | 5,562    |         |  |   | 27,773     |  
|Stock-based compensation                                                       |  |                          | 2,161    |   |      |   | 14,767   |         |  |   | 61,082     |  
|Restructuring and lease abandonment costs                                      |  |                          | 5,350    |   |      |   | 62,609   |         |  |   | 133,582    |  
|Impairment of goodwill, other intangible assets and equity investments         |  |                          |         |   |      |   |         |         |  |   | 1,436,135  |  
|Merger related costs                                                           |  |                          |         |   |      |   |         |         |  |   | 3,643      |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Total operating expenses                                                       |  |                          | 291,378  |   |      |   | 819,050  |         |  |   | 3,014,831  |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Loss from operations                                                           |  |                          | (108,688 | ) |      |   | (643,178 | )       |  |   | (2,707,337 | )
|Interest income                                                                |  |                          | 5,183    |   |      |   | 7,952    |         |  |   | 18,629     |  
|Interest expense                                                               |  |                          | (106     | ) |      |   | (47      | )       |  |   | (434       | )
|Other income (expense)                                                         |  |                          | 652      |   |      |   | (892     | )       |  |   | (2,476     | )
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Net loss before income taxes and minority interests                            |  |                          | (102,959 | ) |      |   | (636,165 | )       |  |   | (2,691,618 | )
|Provision (benefit) for income taxes                                           |  |                          | (92      | ) |      |   | 2,784    |         |  |   | 7,708      |  
|Minority interests in net income (loss) of consolidated subsidiaries           |  |                          | 3,460    |   |      |   | (286     | )       |  |   | (4,631     | )
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Net loss                                                                       |  | $                        | (106,327 | ) |      | $ | (638,663 | )       |  | $ | (2,694,695 | )
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Net loss per sharebasic and diluted                                           |  | $                        | (0.40    | ) |      | $ | (2.47    | )       |  | $ | (11.02     | )
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  
|Weighted average shares used in computing net loss per sharebasic and diluted |  |                          | 266,284  |   |      |   | 259,042  |         |  |   | 244,614    |  
|                                                                               |  |                          |          |   |      |   |          |         |  |   |            |  

---

|(1) |  | See BusinessRestatement and Selected Consolidated Financial DataRestatement of Fiscal Years 2001 and 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------



22



---

##### Table of Contents

Comparison of the Fiscal Years Ended September 30, 2003, 2002 and 2001



Revenues



Please refer to Note 1 of Notes to Consolidated Financial Statements and
Application of Critical Accounting Policies and Estimates below for a description of our accounting policy related to revenue recognition.



License



License revenues for the year ended September 30, 2003 were $103.1 million, a 5% increase from license revenues of $98.4 million for the year ended
September 30, 2002. The increase is primarily attributable to the timing of revenue recognition of certain large contracts, an expansion of our customer base in our domestic operations, new product introductions and revenue recognized from Softbank
as discussed below. We anticipate that license revenues for fiscal 2004 will decrease compared to fiscal 2003 due to reduced levels of deferred revenue recognized in future periods and reduced revenues from Softbank which may adversely impact
revenues over the long term.



License revenues for the year
ended September 30, 2002 decreased by 62% from license revenues of $260.2 million for the year ended September 30, 2001. This decrease is primarily attributable to a reduced number of license sales, reflecting the economic slowdown and the
significant decline in information technology spending, and a decline in average selling prices, reflecting primarily a different product mix in the year ended September 30, 2002.



We recognized license revenues of $18.8 million, $15.3 million and $6.4 million for the years ended September 30, 2003, 2002
and 2001, respectively, from Softbank, a related party, pursuant to a long-term revenue commitment. These amounts represent 18%, 16% and 3% of license revenues for fiscal years 2003, 2002 and 2001, respectively. Revenues under our agreement with
Softbank are recognized based on the lower of cumulative ratable revenue or cumulative cash received. Our strategic relationship with Softbank has not performed to our expectations. See Risk FactorsStrategic Relationships with Third
Parties are Important to Our Long-Term Success below. There is no assurance that we can achieve a mutually satisfactory resolution of our dispute with Softbank. The failure to realize future revenues from Softbank at committed levels could
have an material adverse impact on our business.



Maintenance and service



Maintenance and
service revenues for the year ended September 30, 2003 were $133.6 million, a 2% increase from maintenance and service revenues of $131.4 million for the year ended September 30, 2002. Maintenance revenues remained relatively stable. The slight
increase related to increases in consulting revenues, including revenues related to completion of certain large implementation projects during the third quarter of fiscal 2003.



Maintenance and service revenues for the year ended September 30, 2002 decreased by 6% from maintenance and service revenues
of $139.6 million for the year ended September 30, 2001. This decrease is primarily attributable to the decline in installation revenues consistent with the decline in license sales as noted above, offset by increases in our total installed base of
maintenance contracts.



Cost of Revenues



License



Cost of license revenues consists of product, delivery, warranty and royalty
costs as well as the amortization of acquired core technology. Amortization of acquired core technology is discussed below. Cost of license revenues for the year ended September 30, 2003 was $4.5 million, a 5% increase from cost of license revenues
of $4.3 million for the year ended September 30, 2002. The increase is comprised of an increase of $1.1 million in royalties, co-sell fees and reseller fees, which were substantially offset by a decrease in warranty costs.



23



---

##### Table of Contents

Cost of license revenues for the year ended September 30, 2002 decreased by 75% from cost of license
revenues of $17.4 million for the year ended September 30, 2001. This decrease is primarily related to a decrease in royalties payable to third parties for integrated technology, lower co-sale fees due to the reduced number of sales under
co-marketing arrangements with alliance partners and a decrease in warranty costs.



Maintenance and service



Cost of maintenance and service revenues consists of labor costs for engineers performing implementation services, consulting services and technical support, warranty, training personnel, facilities and equipment costs. Cost of maintenance
and service revenues for the year ended September 30, 2003 was $45.5 million, a 6% increase from cost of maintenance and service revenues of $42.9 million year for the ended September 30, 2002. This increase is comprised of an increase of $4.1
million in our services organizations headcount and infrastructure costs, offset by a decrease in our maintenance organizations headcount and infrastructure costs of $1.5 million.



Cost of maintenance and service revenues for the year ended September 30,
2002 decreased by 37% from cost of maintenance and service revenues of $68.2 million for the year ended September 30, 2001. This decrease is primarily attributable to reduced license sales resulting in decreased utilization of internal consultants
related to customer implementations, reduced customer support and training costs, a decrease in warranty costs and, to a lesser extent, a decrease in headcount.



Amortization of acquired core technology



Amortization of acquired core technology represents the amortization of the costs allocated to core technology in our fiscal year 2000 acquisitions of
TradingDynamics, Tradex and SupplierMarket. This expense amounted to $4.0 million, $6.7 million and $6.7 million for the years ended September 30, 2003, 2002 and 2001, respectively, and all such costs were fully amortized at March 31, 2003.



Operating Expenses



Sales and marketing



Sales and marketing expenses include costs associated with our sales and
marketing personnel and product marketing personnel and consist primarily of compensation and benefits, commissions and bonuses, promotional and advertising expenses, travel and entertainment expenses related to these personnel and the provision for
doubtful accounts. Sales and marketing expenses for the year ended September 30, 2003 were $80.4 million, a 1% decrease from sales and marketing expenses of $81.0 million for the year ended September 30, 2002. This decrease is primarily comprised of
decreases of $5.1 million in personnel related costs and $6.0 million in facilities costs, offset by an increase of $4.6 million in professional fees and a reduced benefit from provision for doubtful accounts of $7.0 million.



Sales and marketing expenses for the year ended September 30, 2002 decreased
by 71% from sales and marketing expenses of $280.6 million for the year ended September 30, 2001. The decrease is primarily attributable to the reductions in force in fiscal 2001 and in the first quarter of fiscal 2002 which resulted in a reduction
of personnel and related compensation and benefits, a decrease in bonuses and commissions due to a decline in overall sales activity, the recovery of previously recorded provisions for doubtful accounts based on improved collections experience, and
a reduction in our marketing programs for tradeshows and customer advisory council meetings.



During fiscal year 2001, we added significant provisions to our allowance for doubtful accounts due to the rapid and dramatic decline of the e-commerce marketplace industry totaling $29.4 million. During fiscal year
2002, we determined that some of these reserves were no longer warranted due to improvements in customers financial condition and our ability to settle a number of at-risk accounts. As a result, for fiscal year 2002, we recorded a net credit
to the provision for doubtful accounts of $8.4 million.



24



---

##### Table of Contents

Sales and marketing expenses for fiscal year 2001 include $11.2 million of compensation expense paid by
Mr. Krach, our then-chairman and co-founder, to Mr. Mueller, our then-president and chief operating officer during a portion of this period. In addition, Mr. Mueller received $348,645 of salary, bonus and other compensation paid by us in fiscal year
2001.



Research and development



Research and development expenses include costs associated with the
development of new products, enhancements of existing products for which technological feasibility has not been achieved, and quality assurance activities, and primarily include employee compensation and benefits, consulting costs and the cost of
software development tools and equipment. Research and development expenses for the year ended September 30, 2003 were $53.8 million, a 16% decrease from research and development expenses of $64.4 million for the year ended September 30,
2002. This decrease is comprised of a $9.8 million decrease in facilities and equipment costs and a $1.9 million decrease in fees paid to outside service providers, partially offset by an increase of $1.0 million in compensation and benefits. To
date, all software development costs have been expensed in the period incurred. We believe that continued investment in research and development is critical to attaining our strategic objectives.



Research and development expenses for the year ended September 30, 2002
decreased by 29% from research and development expenses of $90.7 million for the year ended September 30, 2001. The decrease is primarily attributable to the reductions in force in fiscal year 2001 and in the first quarter of fiscal year 2002 which
resulted in a reduction of personnel and related compensation and benefits and a decrease in localization of our software, partially offset by an increase for license fees due for the use of third party software.



General and administrative



General and administrative expenses include costs for executive, finance,
human resources, information technology, legal and administrative support functions. General and administrative expenses for the year ended September 30, 2003 were $36.2 million, a 14% increase from general and administrative expenses of $31.8
million for the year ended September 30, 2002. This increase is comprised of a $13.4 million increase in fees to outside professional service providers, of which approximately $10 million was incurred in connection with our recently completed
accounting review and restatement, offset by reductions of $1.6 million in personnel costs, $1.9 million in office related expenses and $5.3 million in facilities and equipment expenses. Although we believe the expenses associated with our recently
completed internal accounting review are substantially complete, we expect, over the near term and perhaps for much longer, to incur significant fees and expenses relating to our ongoing regulatory and legal proceedings, including but not limited to
litigation relating to the recent restatement of our consolidated financial statements.



General and administrative expenses for the year ended September 30, 2002 decreased by 48% from general and administrative expenses of $60.5 million for the year ended September 30, 2001. The decrease is primarily
attributable to various cost savings initiatives including reductions in personnel and related compensation and benefits, a reduction in implementation costs for financial and human resources infrastructure and a decrease in fees paid to outside
professional services providers.



Amortization of goodwill
and other intangible assets



Our acquisitions of
TradingDynamics, Tradex and SupplierMarket in fiscal year 2000 were accounted for under the purchase method of accounting. We recorded a total of $3.1 billion in goodwill and other intangible assets representing the excess of the purchase price paid
over the fair value of net assets acquired related to these acquisitions in fiscal year 2000.



The total amortization of other intangible assets for these acquisitions was $4.3 million in fiscal year 2003, of which $4.0 million was classified as cost of revenues. The total amortization of goodwill and other
intangible



25



---

##### Table of Contents

assets for these acquisitions was $303.5 million in fiscal year 2002, of which $6.7 million was classified as cost of revenues, and $665.3 million in fiscal
year 2001, of which $6.7 million was classified as cost of revenues. In the second quarter of fiscal year 2001, we recorded a $1.4 billion impairment charge relating to goodwill and other intangible assets acquired in the Tradex acquisition. See
below for detailed discussion. The decrease in amortization in fiscal year 2002 is primarily attributable to the reduction in carrying value of goodwill and other intangible assets due to the impairment recorded in fiscal 2001.



In fiscal year 2000, we sold 5,142,858 shares of common stock with a fair
market value of $834.4 million to an independent third party in connection with an intellectual property agreement. As part of the sale we received intellectual property and $47.5 million in cash. The intellectual property was valued at the
difference between the fair market value of the stock being exchanged and the cash received, which was $786.9 million. This amount is classified within other intangible assets and was being amortized over three years based on the terms of the
related intellectual property purchase agreement. The total amortization of this intellectual property agreement was $113.2 million, $262.3 million and $262.3 million for the years ended September 30, 2003, 2002 and 2001, respectively. The
intangible asset was fully amortized over its remaining useful life and expired in the quarter ended March 31, 2003.



The amortization of other intangible assets was $117.5 million for the year ended September 30, 2003. The amortization of goodwill and other intangible
assets for the years ended September 30, 2002 and 2001 was $565.8 million and $927.6 million, respectively.



As a result of our adoption of SFAS No. 142 (see Note 1 of Notes to Consolidated Financial Statements) on October 1, 2002, we ceased amortization of
goodwill. As of September 30, 2003, we had unamortized goodwill of approximately $181.0 million. Other intangible assets have been amortized on a straight-line basis over their total expected useful lives ranging from two years to three years. Other
identifiable intangible assets which included covenants not-to-compete, core technology and an intellectual property agreement, were fully amortized over their remaining useful lives, all of which expired in the quarter ended March 31, 2003.



Business partner warrants



In the past, we have issued warrants for the purchase of our common stock to
certain business partners which either vested immediately or vested on a contingent basis upon the achievement of certain milestones related to targeted revenue. For the years ended September 30, 2002 and 2001, we recognized business partner warrant
expense associated with these warrants totaling $5.6 million and $27.8 million, respectively. The business partner warrant expense for the year ended September 30, 2001 excludes $6.3 million which has been recorded as a reduction of revenues in
accordance with EITF No. 01-9. See Notes 1 and 9 of Notes to Consolidated Financial Statements for additional information.



In March 2000, we issued an unvested warrant to purchase up to 3,428,572 shares of our common stock, of which 2,828,572 shares have expired unexercised
and 600,000 shares remain unvested as of September 30, 2003. These unvested shares, if they remain unvested, will expire unexercised on a quarterly basis through March 2005. The business partner can partially vest in this warrant each quarter upon
attainment of certain milestones related to revenue targets. During the years ended September 30, 2003 and 2002, the business partner did not vest in any shares of this warrant and no business partner warrant expense was recorded for those years. A
total of $8.5 million of business partner warrant expense was recorded for the year ended September 30, 2001, of which $2.7 million was recorded as a reduction of revenues in accordance with EITF No. 01-9. See Notes 1 and 9 of Notes to Consolidated
Financial Statements for additional information. No amounts related to the unvested warrants are reflected in the accompanying consolidated financial statements.



In April 2000, we entered into an agreement with a third party as part of our vertical industry strategy to obtain a major
partner in the financial services industry. In connection with the agreement, we issued warrants to purchase up to 6,776,000 shares of our common stock. Upon signing of this agreement, warrants for 1,936,000



26



---

##### Table of Contents

shares of our common stock with a fair value of $56.2 million were immediately vested. The agreement provided that we would receive $25.0 million in
guaranteed gainshare to be paid over a period of two years which we determined to represent partial payment for the vested warrants rather than revenue. Accordingly, $31.2 million representing the fair value of the vested warrants less the
guaranteed gainshare was recorded as an intangible asset related to the strategic relationship to be amortized over the three year term of the agreement. During the third quarter of fiscal year 2001, we determined that the carrying value of the
intangible asset was impaired since performance under the agreement was substantially less than expected, and wrote off the remaining net book value of $17.7 million to business partner warrant expense. The guaranteed gainshare of $25.0 million was
recorded as a receivable in Other Current Assets. A total of $7.9 million of business partner warrant expense related to this agreement was recorded for the year ended September 30, 2001 of which $3.6 million was recorded as a reduction
of revenues in accordance with EITF No. 01-9. During the quarter ended March 31, 2002, the obligation to pay the outstanding balance of $20.0 million guaranteed gainshare was settled for a cash payment of $15.0 million received in the quarter ended
June 30, 2002 and the cancellation of the remaining unvested warrants to purchase 4,840,000 shares of our common stock. As a result, we recorded a charge of $5.6 million representing the uncollected receivable and related settlement costs as
business partner warrant expense during the quarter ended March 31, 2002.



Stock-based compensation



We have recognized deferred stock-based compensation associated with stock options granted to employees at prices below market value on the date of grant, stock options issued to certain employees in conjunction with the consummation of the
TradingDynamics and SupplierMarket acquisitions in fiscal year 2000 and the issuance of restricted shares of common stock to certain senior executives, officers and employees. These amounts are included as a component of stockholders equity
and are charged to operations over the vesting period of the options or the lapse of restrictions for the restricted stock, consistent with the method described in Financial Accounting Standards Board Interpretation No. 28 (FIN 28),
Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Stock-based compensation expense is presented as a separate line item in our Consolidated Statements of Operations, net of the effects of reversals
related to terminated employees for cancellation of unvested stock options previously amortized to expense under FIN 28. For the years ended September 30, 2003, 2002 and 2001, stock-based compensation expense, net of the effects of cancellations, is
attributable to various operating expense categories as follows (in thousands):



|                           |  |                         |       |   |      |   |        |      |  |   |       
|-------------------------- |  | ----------------------- | ----- | - | ---- | - | ------ | ---- |  | - | ------
|                           |  | Year Ended September 30
|                           |  | 2003                    |       |   | 2002 |   |        | 2001
|Cost of revenues           |  | $                       | (729  | ) |      | $ | 3,277  |      |  | $ | 6,125 
|Sales and marketing        |  |                         | 1,544 |   |      |   | 4,312  |      |  |   | 16,540
|Research and development   |  |                         | 272   |   |      |   | (264   | )    |  |   | 4,311 
|General and administrative |  |                         | 1,074 |   |      |   | 7,442  |      |  |   | 34,106
|                           |  |                         |       |   |      |   |        |      |  |   |       
|Total                      |  | $                       | 2,161 |   |      | $ | 14,767 |      |  | $ | 61,082
|                           |  |                         |       |   |      |   |        |      |  |   |       



Restructuring and
lease abandonment costs



In fiscal year 2001, we initiated
a restructuring program to align our expense and revenue levels and to better position us for growth and profitability. As part of the restructuring program, we restructured our worldwide operations including a worldwide reduction in workforce and
the consolidation of excess facilities.





27



---

##### Table of Contents

The following table details our accrued restructuring liabilities and related restructuring activity
through September 30, 2003 (in thousands):



|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  
|---------------------------------------------------- |  | ---------------------- | ------- | - | --------------------- | - | ------- | -------------------- |  | - | ------- | - |  | - | ------- | -
|                                                     |  | Severance and benefits |         |   | Leaseabandonmentcosts |   |         | Leasehold impairment |  |   | Total   |  
|Accrued restructuring costs as of September 30, 2000 |  | $                      |        |   |                       | $ |        |                      |  | $ |        |   |  | $ |        |  
|Total charge to operating expense                    |  |                        | 17,493  |   |                       |   | 49,442  |                      |  |   | 66,647  |   |  |   | 133,582 |  
|Cash paid                                            |  |                        | (16,642 | ) |                       |   | (19,099 | )                    |  |   |        |   |  |   | (35,741 | )
|Asset impairments applied to asset balances          |  |                        |        |   |                       |   |        |                      |  |   | (66,647 | ) |  |   | (66,647 | )
|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2001 |  |                        | 851     |   |                       |   | 30,343  |                      |  |   |        |   |  |   | 31,194  |  
|Total charge to operating expense                    |  |                        | 4,605   |   |                       |   | 58,004  |                      |  |   |        |   |  |   | 62,609  |  
|Cash paid                                            |  |                        | (5,353  | ) |                       |   | (24,680 | )                    |  |   |        |   |  |   | (30,033 | )
|Reclassification of lessee deposits                  |  |                        |        |   |                       |   | (1,701  | )                    |  |   |        |   |  |   | (1,701  | )
|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2002 |  |                        | 103     |   |                       |   | 61,966  |                      |  |   |        |   |  |   | 62,069  |  
|Total charge to operating expense                    |  |                        |        |   |                       |   | 5,350   |                      |  |   |        |   |  |   | 5,350   |  
|Cash paid                                            |  |                        | (36     | ) |                       |   | (19,507 | )                    |  |   |        |   |  |   | (19,543 | )
|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2003 |  | $                      | 67      |   |                       | $ | 47,809  |                      |  |   |        |   |  |   | 47,876  |  
|Less: current portion                                |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   | 13,764  |  
|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  
|Accrued restructuring costs, less current portion    |  |                        |         |   |                       |   |         |                      |  |   |         |   |  | $ | 34,112  |  
|                                                     |  |                        |         |   |                       |   |         |                      |  |   |         |   |  |   |         |  



Worldwide workforce
reduction



Severance and benefits primarily included
involuntary termination and health benefits, outplacement costs and payroll taxes for sales and marketing, engineering and general and administrative personnel. The reduction of the worldwide workforce was completed during the third and fourth
quarters of fiscal year 2001 and in the first quarter of fiscal year 2002. We expect all remaining cash expenditures will be made during fiscal year 2004.



Consolidation of excess facilities



Lease abandonment costs incurred to date relate to the abandonment of leased facilities in Mountain View and Sunnyvale, California, Tampa, Florida,
Alpharetta, Georgia, Lisle, Illinois, Burlington, Massachusetts, Florham Park, New Jersey, Dallas, Texas, Hong Kong and Singapore. Total lease abandonment costs include the impairment of leasehold improvements and remaining lease liabilities offset
by estimated sublease income. The estimated net costs of abandoning these leased facilities, including remaining lease liabilities offset by estimated sublease costs and income, were based on market information trend analyses provided by a
commercial real estate brokerage firm.



In the quarter ended
June 30, 2002, we revised our original estimates and expectations for our corporate headquarters and field offices disposition efforts. This revision was a result of changed estimates of sublease commencement dates and rental rate projections to
reflect continued sharp declines in market conditions in the commercial real estate market in Northern California. Based on these factors, and consultation with an independent appraisal firm, we recorded an additional charge to lease abandonment
costs of $57.3 million in the quarter ended June 30, 2002.



In
the quarter ended June 30, 2003, we revised our original estimates and expectations for our corporate headquarters and field offices disposition efforts. This revision was a result of changed estimates of sublease commencement dates and rental rate
projections to reflect continued declines in market conditions in the commercial real estate market in Northern California. Based on these factors and consultation with an independent appraisal firm, we recorded an additional charge to lease
abandonment costs of $5.4 million in the quarter ended June 30, 2003.





28



---

##### Table of Contents

As of September 30, 2003, $47.8 million of lease abandonment costs, net of anticipated sublease income of
$206.2 million, remains accrued and is expected to be utilized by fiscal year 2013. Actual sublease payments due to us under noncancelable subleases of excess facilities totaled $67.3 million as of September 30, 2003, and the remainder of
anticipated sublease income represents managements best estimates of amounts to be received under future subleases. Actual future cash requirements and lease abandonment costs may differ materially from the accrual at September 30, 2003,
particularly if actual sublease income is significantly different from current estimates. These differences could have a material adverse effect on our operating results and cash position. For example, as of September 30, 2003, a reduction in
assumed market lease rates of $0.25 per square foot per month for the remaining term of the lease, with all other assumptions remaining the same, would increase the estimated lease abandonment loss of our Sunnyvale, California headquarters by
approximately $7.8 million.



Impairment of goodwill, other
intangible assets and equity investments



In the quarter
ended March 31, 2001, we recorded a $1.4 billion impairment charge relating to goodwill and other intangible assets acquired in the Tradex acquisition as part of an impairment assessment of goodwill and identifiable intangible assets recorded in
connection with our various acquisitions. The assessment was performed primarily due to the significant decline in our stock price, the net book value of assets significantly exceeding our market capitalization, the significant underperformance of
this acquisition relative to projections and the overall decline in industry growth rates, which indicated that this trend could continue for an indefinite period.



During the year ended September 30, 2001, we determined that certain equity investments in privately held companies had
sustained a decline in value that was considered other-than-temporary. We recorded a charge to operations of $28.7 million during the year ended September 30, 2001 to write down these investments to their estimated fair values.



There was no impairment charge related to goodwill or other intangible assets
recorded in fiscal years 2003 and 2002.



Merger related
costs



On January 29, 2001, we signed a definitive
agreement to acquire Agile Software Corporation (Agile), a provider of collaborative commerce solutions. However, Ariba and Agile mutually agreed to terminate their proposed merger without payment of any termination fees due to
challenging economic and market conditions. We incurred costs related to the proposed acquisition totaling $3.6 million related to financial advisor and other professional fees, which were all expensed during the fiscal year 2001.



Interest income



Interest income for the year ended September 30, 2003 was $5.1 million, a
decrease of 35% from interest income of $8.0 million for the year ended September 30, 2002. Interest income for the year ended September 30, 2002 decreased by 57% from interest income of $18.6 million the year ended September 30, 2001. These
decreases are primarily attributable to lower invested cash, cash equivalents and investment balances during fiscal year 2002 and a decline in interest rates over the years.



Other income (expense)



Other income (expense) consists of realized gains and losses on investments and foreign exchange currency fluctuations. Other income for the year ended
September 30, 2003 was $652,000 compared to $892,000 of other expense for the year ended September 30, 2002. The increase is primarily attributable to realized gains on investments and gains due to international currency fluctuations and the absence
of any publicly traded company investment impairment charge. Other expense for the year ended September 30, 2001 was $2.5 million. The



29



---

##### Table of Contents

decrease in other expense for the year ended September 30, 2002 compared to the year ended September 30, 2001 is primarily attributable to realized gains on
available for sale investments, offset by an impairment charge on an investment in a publicly traded company, and realized losses on foreign exchange currency fluctuations.



Provision for income taxes



We recorded income tax expense (benefit) of ($92,000), $2.8 million and $7.7 million for the years ended September 30, 2003, 2002 and 2001,
respectively. The income tax expense recorded in the years ended September 30, 2002 and 2001 relates primarily to operations of our foreign subsidiaries. The income tax benefit of $92,000 recorded in the year ended September 30, 2003 relates to net
tax refunds from various state and foreign tax jurisdictions.



As of September 30, 2003, we had net operating loss carryforwards for federal and state tax purposes of approximately $1.3 billion and $717.1 million, respectively. These federal and state carryforwards expire in various years from fiscal
year 2010 through fiscal year 2023 and from fiscal year 2004 through fiscal year 2013, respectively. The State of California has temporarily suspended the ability to utilize California net operating loss carryforwards for the 2003 tax year. We have
research credit carryforwards for federal and state tax purposes of approximately $33.4 million and $24.5 million, respectively. If not utilized, the federal carryforwards will expire in various years from fiscal 2011 through fiscal year 2023. The
state research credit will carry forward indefinitely. We also have manufacturers credit carryforwards for state tax purposes of approximately $2.0 million, which will expire in various years from fiscal year 2006 through fiscal year 2011.



The Internal Revenue Code of 1986, and applicable state tax
laws, impose substantial restrictions on our ability to utilize net operating losses and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. Our federal and state tax
losses and tax credit carryforwards incurred through that date of change are subject to an annual limitation.



Minority interests



In December 2000, our consolidated subsidiary, Nihon Ariba K.K., issued and sold approximately 41% of its common stock for cash consideration of
approximately $40.0 million to Softbank, a Japanese corporation and its subsidiaries (collectively, Softbank). In April 2001, Nihon Ariba K.K. issued and sold an additional 2% of its common stock for cash consideration of approximately
$4.0 million to third parties. Prior to the transactions, we held 100% of the equity of Nihon Ariba K.K. in the form of common stock. Nihon Ariba K.K.s operations consist of the marketing, distribution, service and support of our products in
Japan.



As of September 30, 2003 and 2002, minority interest of
approximately $17.1 million and $12.1 million, respectively, was recorded on the Consolidated Balance Sheets in order to reflect the share of the net assets of Nihon Ariba K.K. held by minority investors. For the year ended September 30, 2003, we
recognized approximately $3.6 million as the minority interests share of Nihon Ariba K.K.s income. For the years ended September 30, 2002 and 2001, we recognized $180,000 and $4.3 million, respectively, as the minority interests
share of Nihon Ariba K.K.s loss.



In April 2001, our
consolidated subsidiary, Ariba Korea, Ltd., issued and sold approximately 42% of its common stock for cash consideration of approximately $8.0 million to Softbank. Prior to the transaction, we held 100% of the equity of Ariba Korea, Ltd. in the form
of common stock. Ariba Korea, Ltd.s operations consist of the marketing, distribution, service and support of our products in Korea.



Minority interest of $2.9 million was recorded on each of the Consolidated Balance Sheets as of September 30, 2003 and 2002, in order to reflect the share
of the net assets of Ariba Korea, Ltd. held by minority investors. We also recognized approximately $123,000, $106,000 and $370,000 as the minority interests share of the Ariba Korea, Ltd. loss for the years ended September 30, 2003, 2002 and
2001, respectively.



30



---

##### Table of Contents

Liquidity and Capital Resources



As of September 30, 2003, we had $127.1 million in cash, cash equivalents
and short-term investments, $78.3 million in long-term investments and $29.7 million in restricted cash, for total cash and investments of $235.1 million, and $3.5 million in working capital. All significant cash and investments are held in accounts
in the United States except for approximately $45.2 million and $7.0 million held by Nihon Ariba K.K. and Ariba Korea, Ltd, respectively, our majority-owned subsidiaries in Japan and Korea, respectively, to fund their activities and operations. As
of September 30, 2002, we had $157.3 million in cash, cash equivalents and short-term investments, $88.0 million in long-term investments and $30.3 million in restricted cash, for total cash and investments of $275.6 million, and $25.7 million in
working capital. The decline in working capital of $22.2 million in fiscal year 2003 is primarily attributed to a decrease in cash and cash equivalents by approximately $16.1 million, a reduction of our short term investments, a decline in prepaid
expenses and other current assets by $4.8 million and an increase in the portion of deferred revenue classified as current due to reduction of multi-year prepayments and resolution of uncertainties regarding the timing of recognition for certain
contracts for which recognition was previously considered indefinite and therefore classified as non-current.



Net cash used in operating activities was approximately $44.0 million for the year ended September 30, 2003, compared to $40.7 million of net cash used in
operating activities for the year ended September 30, 2002. Net cash used in operating activities for the year ended September 30, 2003 is primarily attributable to decreases in deferred revenue, restructuring and lease abandonment costs, accrued
compensation and related liabilities, accounts payable and accrued liabilities. These cash flows used in operating activities were partially offset by non-cash expenses in excess of the net loss for the period and decreases in accounts receivable,
prepaid expenses and other assets. Due in part to the increased use of extended payment terms during recent quarters, which resulted in more offsets to accounts receivable, deferred revenues have declined and may continue to decline.



Net cash provided by investing activities was approximately $17.0 million for
the year ended September 30, 2003, compared to $30.4 million of net cash provided by investing activities for the year ended September 30, 2002. Net cash provided by investing activities for the year ended September 30, 2003 is primarily
attributable to the redemption of our investments, partially offset by cash used in connection with our acquisition of Goodex and purchases of property and equipment.



Net cash provided by financing activities was approximately $7.6 million for the year ended September 30, 2003, compared to
$26.0 million of net cash provided by financing activities for the year ended September 30, 2002. Net cash provided by financing activities for the year ended September 30, 2003 is primarily attributable to proceeds from the exercise of stock
options, partly offset by the payment of capital lease obligations.



Contractual obligations



Our primary
contractual obligations are under our operating leases and a letter of credit which are discussed below.



In March 2000, we entered into a facility lease agreement for approximately 716,000 square feet in four office buildings and an amenities building in
Sunnyvale, California for the Companys headquarters. The operating lease term commenced in phases from January through April 2001 and ends on January 24, 2013. Minimum monthly lease payments are approximately $2.3 million and escalate annually
with the total future minimum lease payments amounting to $314.6 million over the remaining lease term. During fiscal years 2000 and 2001, we also contributed $80.0 million towards leasehold improvement costs of the facility and for the purchase of
equipment and furniture, of which approximately $49.2 million was written off in fiscal 2001, in connection with the abandonment of excess facilities.



31



---

##### Table of Contents

Future minimum lease payments and sublease income under noncancelable operating leases are as follows as
of September 30, 2003 (in thousands):



|                             |  |                  |         |                |   |       
|---------------------------- |  | ---------------- | ------- | -------------- | - | ------
|Year Ending September 30,    |  | Operating Leases |         | SubleaseIncome
|2004                         |  | $                | 37,188  |                | $ | 16,648
|2005                         |  |                  | 36,557  |                |   | 17,116
|2006                         |  |                  | 36,213  |                |   | 17,575
|2007                         |  |                  | 32,878  |                |   | 14,020
|2008                         |  |                  | 33,384  |                |   | 1,972 
|Thereafter                   |  |                  | 160,367 |                |   |      
|                             |  |                  |         |                |   |       
|Total minimum lease payments |  | $                | 336,587 |                | $ | 67,331
|                             |  |                  |         |                |   |       



As of September 30,
2003, operating lease payments shown above exclude any adjustment for future lease income due under noncancelable subleases of excess facilities for the fiscal years noted above. Of the total operating lease commitments as of September 30, 2003
noted above, $115.9 million is for occupied properties and $220.6 million is for abandoned properties, which are a component of the restructuring reserve. There were no capital leases as of September 30, 2003. Interest expense related to capital
lease obligations is immaterial for all periods presented.



As
of September 30, 2003, we had $28.8 million in standby letters of credit, which are cash collateralized. These instruments are issued by our banks in lieu of a cash security deposit required by landlords for domestic and international real estate
leases. The cash collateral is classified as restricted cash on our consolidated balance sheets as of September 30, 2003.



Other arrangements



Other than the obligations identified above, we do not have commercial commitments under lines of credit, standby repurchase obligations or other such
debt arrangements. We have no off-balance sheet arrangements or transactions with unconsolidated limited purpose entities, nor do we have any undisclosed material transactions or commitments involving related persons or entities. We do not have any
material noncancelable purchase commitments as of September 30, 2003.



Common stock repurchase program



On October
22, 2002, we announced that our Board of Directors authorized the repurchase of up to $50 million of our currently outstanding common stock to reduce the dilutive effect of our stock option and purchase plans. Stock purchases under the common
stock repurchase program may be made periodically in the open market based on market conditions. To date there have been no stock repurchases under this program. Cash flows from operations and existing cash balances may be used to repurchase our
common stock. As a result, we may incur a significant impact on cash flows and cash balances.



Anticipated cash flows



We expect to incur significant operating expenses, particularly research and development and sales and marketing expenses, for the foreseeable future in order to execute our business plan. We anticipate that such operating expenses, as well
as planned capital expenditures, will constitute a material use of our cash resources. As a result, our net cash flows will depend heavily on the level of future sales, our ability to manage infrastructure costs, the outcome of our subleasing
activities related to the costs of abandoning excess leased facilities and the level of expenditures relating to our recently completed accounting review and ongoing regulatory and legal proceedings.



32



---

##### Table of Contents

Although our existing cash, cash equivalents and investment balances together with our anticipated cash
flow from operations should be sufficient to meet our working capital and operating resource expenditure requirements for at least the next 12 months, given the significant changes in our business and results of operations in the last 12 to 18
months, the fluctuation in cash, cash equivalents and investments balances may be greater than presently anticipated. See Risk Factors. After the next 12 months, we may find it necessary to obtain additional funds. In the event
additional funds are required, we may not be able to obtain additional financing on favorable terms or at all.



Application of Critical Accounting Policies and Estimates



Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP). Accounting policies, methods and estimates are an integral part of the preparation of consolidated financial statements in accordance with GAAP and, in part, are based upon managements current judgments. Those judgments are
normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the consolidated
financial statements and because of the possibility that future events affecting them may differ markedly from managements current judgments. While there are a number of accounting policies, methods and estimates affecting our consolidated
financial statements, areas that are particularly significant include revenue recognition policies, the assessment of recoverability of goodwill and other intangible assets, restructuring liabilities related to abandoned operating leases and
contingencies related to the collectibility of accounts receivable and pending litigation. These critical accounting policies and estimates, their related disclosures and other accounting policies, methods and estimates have been reviewed by our
senior management and audit committee. These policies and our practices related to these policies are described below and in Note 1 of Notes to the Consolidated Financial Statements.



Revenue recognition



Our revenues are principally derived from licenses of our products, from maintenance and support contracts and from the delivery of implementation,
consulting and training services. Our products are licensed under a perpetual license model or under a time-based license model. Access to the Ariba Supplier Network is available to Ariba customers as part of their maintenance agreements for certain
products.



We recognize revenue in accordance with Statement of
Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-4 and SOP 98-9, and Staff Accounting Bulletin (SAB) 101. We generally recognize revenue when all of the following criteria are met as set forth in paragraph 8 of
SOP 97-2: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable and (4) collectibility is probable.



One of the critical judgments we make is the assessment that collectibility is probable. Our recognition of
revenue is based on our assessment of the probability of collecting the related accounts receivable balance on a customer-by-customer basis considering past payment history and credit history. The timing or amount of revenue recognition may have
been different if different assessments of the probability of collection had been made at the time the transactions were recorded in revenue. In cases where collectibility is not deemed probable, revenue is recognized at the time collection becomes
probable, which is generally upon receipt of cash.



Another
critical judgment involves the fixed or determinable criterion. We consider payment terms where 80% of arrangement fees are due within 12 months from delivery to be normal. Payment terms are considered extended when greater than 20% of
an arrangement fee is due beyond 12 months from delivery. If fees are not fixed or determinable, revenue is recognized when due and payable. In arrangements where at least 80% of fees are due within one year or less from delivery, the
entire arrangement fee is considered fixed or determinable and revenue is recognized when the remaining basic revenue recognition criteria are met.



33



---

##### Table of Contents

SOP 97-2, as amended, generally requires us to allocate revenue earned on software arrangements involving
multiple deliverables to each element based on the relative fair values of the elements. Revenue recognized from multiple-element arrangements is allocated to undelivered elements of the arrangement, such as maintenance and support services and
professional services, based on the relative fair values of the elements specific to us. Our determination of the fair value of each element in multi-element arrangements is based on vendor-specific objective evidence (VSOE). We limit our assessment
of VSOE for each element to either the price charged when the same element is sold separately or the price established by management, having the relevant authority to do so, for an element not yet sold separately.



If evidence of fair value of all undelivered elements exists but evidence
does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized
as revenue. Revenue allocated to maintenance and support is recognized ratably over the maintenance term (typically one year) and revenue allocated to training and other services is recognized as the services are performed. Revenue from hosting
services is recognized ratably over the term of the arrangement. The proportion of total revenue from new license arrangements that is recognized upon delivery may vary from quarter to quarter depending upon the relative mix of types of licensing
arrangements and the availability of VSOE of fair value for undelivered elements.



Certain of our perpetual and time-based licenses include the right to unspecified additional products and/or payment terms that extend beyond twelve months. We recognize revenue from perpetual and time-based licenses
that include unspecified additional software products ratably over the term of the arrangement. Revenue from those contracts with extended payment terms is recognized at the lesser of amounts due and payable or the amount of the arrangement fee that
would have been recognized if the fee was fixed or determinable.



Arrangements that include consulting services are evaluated to determine whether those services are essential to the functionality of other elements of the arrangement. When services are not considered essential, the revenue allocable to
the services is recognized separately from the software, provided VSOE of fair value exists. If we provide consulting services that are considered essential to the functionality of the software products, both the software product revenue and service
revenue are recognized under contract accounting in accordance with the provisions of SOP 81-1,Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Revenues from these arrangements are recognized under the
percentage of completion method except in limited circumstances where completion status cannot be reasonably estimated, in which case the completed contract method is used.



Allowance for doubtful accounts receivable



We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide for actual losses
resulting from collecting less than full payment on our receivables. A considerable amount of judgment is required when we assess the realizability of receivables, including assessing the probability of collection and the current credit-worthiness
of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts might be required. In cases where we are aware of
circumstances that may impair a specific customers ability to meet its financial obligations, we record a specific allowance against amounts due, and thereby reduce the net recognized receivable to the amount we reasonably believe will be
collected. For the remaining customers, the Company recognizes allowances for doubtful accounts based on the length of time the aggregate receivables are outstanding, the current business environment and historical experience. Alternatively, if the
financial condition of our customers were to improve such that their ability to make payments was no longer considered impaired, we would reduce related estimated reserves with a credit to the provision for doubtful accounts.



34



---

##### Table of Contents

Recoverability of goodwill and other intangible assets



We regularly review all of our long-lived assets, including goodwill and
other intangible assets, for impairment annually and more frequently if events and circumstances indicate that the asset may be impaired and that the carrying value may not be recoverable. Factors we consider important that could trigger an
impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business,
significant negative industry or economic trends, a significant decline in our stock price for a sustained period, and decreases in our market capitalization below net book value. For example, in the event the market price of our stock were below
$0.80 per share as of September 30, 2003, we would have been required to complete an analysis of the recoverability of our goodwill. When management determines that an impairment review is necessary based upon the existence of one or more of the
above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate commensurate with the risk inherent in our current business model. Significant judgment is required in the development
of projected cash flows for these purposes including assumptions regarding the appropriate level of aggregation of cash flows, their term and discount rate as well as the underlying forecasts of expected future revenue and expense. We have recorded
significant impairment charges for goodwill and intangible assets in the past, and to the extent that events or circumstances cause our assumptions to change, additional charges may be required which could be material.



Lease abandonment costs



We initially recorded a significant restructuring charge in the third
quarter of fiscal year 2001 upon abandoning certain operating leases as part of our program to restructure our operations and related facilities, and we recorded an additional charge in the third quarter of fiscal year 2002. In the quarters ended
June 30, 2003 and 2002, we revised our estimates and expectations for our corporate headquarters and field offices disposition efforts as a result of changed estimates of sublease commencement dates and rental rate projections to reflect continued
declines in market conditions in the commercial real estate market in Northern California. Lease abandonment costs for the abandoned facilities were estimated to include the impairment of leasehold improvements, remaining lease liabilities and
brokerage fees offset by estimated sublease income. Estimates related to sublease costs and income are based on assumptions regarding the period required to locate and contract with suitable sub-lessees and sublease rates which were achieved using
market trend information analyses provided by a commercial real estate brokerage firm retained by us. Each reporting period we review these estimates, and to the extent that our assumptions change, the ultimate restructuring expenses for these
abandoned facilities could vary significantly from current estimates. For example, as of September 30, 2003, a reduction in assumed market lease rates of $0.25 per square foot per month for the remaining term of the lease, with all other assumptions
remaining the same, would increase the estimated lease abandonment loss of our Sunnyvale, California headquarters by approximately $7.8 million.



Legal contingencies



We are subject to various claims and legal actions. We have accrued for estimated losses in accordance with GAAP for those matters where we believe that
the likelihood that a loss has occurred is probable and the amount of loss is reasonably estimable. Although we currently believe that we have properly accrued for estimable and probable losses regarding the outcome of outstanding legal proceedings,
claims and litigation involving us, litigation is inherently uncertain, and there can be no assurance that existing or future litigation will not have a material adverse effect on our business, results of operations or financial condition or that
the current amount of accrued losses is sufficient for any actual losses that may be incurred.



35



---

##### Table of Contents

Risk Factors



In addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating Ariba and its business
because such factors may have a significant impact on our business, operating results and financial condition. As a result of the risk factors set forth below and elsewhere in this Annual Report, and the risks discussed in Aribas other
Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements, as a result of which our business could be seriously harmed. We believe that our success in fiscal year 2004
will depend particularly upon our ability to achieve several growth initiatives, designed in part to offset anticipated declines in revenues from our strategic relationship with Softbank and from prior year contracts, to effectively redeploy our
resources to enhance our marketing, sales and service programs and to maintain tight control over expenses and cash. We believe that key risks include market acceptance of Enterprise Spend Management solutions as a standalone market category, our
success in growing our sales channels in Europe and Japan, the overall level of information technology spending, potential declines in average selling prices resulting from newer lower priced products and the potential adverse impact resulting from
the restatement of our consolidated financial statements and related inquiries and legal proceedings.



We Have a Relatively Limited Operating History and Compete in New and Rapidly Evolving Markets.



We were founded in September 1996 and have a relatively limited operating
history. Our limited operating history makes an evaluation of our future prospects very difficult. We introduced our first product, Ariba Buyer, in May 1997 and introduced additional products thereafter, partly as a result of acquisitions. We
repositioned our product offerings as the Ariba Spend Management solution in September 2001,and introduced additional procurement applications in March 2002 and March 2003. As we adjust to evolving customer requirements and competitor
pressures, we may be required to further reposition our product and service offerings and introduce new products and services.



A Continued Economic Slowdown, Particularly in Information Technology Spending, May Adversely Impact Our Business.



Our business has been adversely impacted by the recent economic slowdown,
particularly the decline in information technology spending. The majority of Aribas business continues to be from sales of the Ariba Buyer product and related products and services to a relatively small number of customers each quarter. A
continued economic slowdown could adversely impact our business in a number of ways including longer sales cycles, lower average selling prices and reduced bookings and revenues.



The Market for Our Enterprise Spend Management Solutions is at an Early Stage. They May Not Achieve Continued Market
Acceptance.



The market for enterprise spend management
software applications and services is at an early stage of development. We introduced our Ariba Spend Management solution in September 2001 and we have recently announced several new products that have achieved limited deployment and may be more
challenging to implement than our established products. Our success depends on widespread customer acceptance of enterprise spend management solutions, including customer acceptance of standalone solutions from vendors like Ariba rather than
solutions from ERP vendors and others that are part of a broader enterprise application solution. If our products and services do not achieve continued market acceptance, our business will be seriously harmed.



We Have a History of Losses and May Incur Significant Additional Losses in
the Future.



We had an accumulated deficit of
approximately $4.3 billion as of September 30, 2003, including cumulative charges for the amortization of goodwill and other intangible assets and the impairment of goodwill and other intangible assets totaling approximately $3.7 billion. We may
incur significant losses in the future for a number of reasons, including the following:



| |  |  | adverse economic conditions, in particular declines in information technology spending;
| | - |  | ---------------------------------------------------------------------------------------



36



---

##### Table of Contents

| |  |  | the failure of standalone enterprise spend management solution to mature as a separate market category;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | declines in average selling prices of our products and services;
| | - |  | ----------------------------------------------------------------



| |  |  | failure to achieve implement growth initiatives designed in part to offset anticipated declines in revenue from our strategic relationship with Softbank and from prior year
contracts;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure to effectively redeploy internal resources to enhance our marketing, sales and service programs;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | failure to successfully grow our sales channels in Europe and Japan;
| | - |  | --------------------------------------------------------------------



| |  |  | increased reliance on hosted solutions that result in lower near-term revenues from customer deployments;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | failure to maintain tight control over costs; and
| | - |  | -------------------------------------------------



| |  |  | increased restructuring charges resulting from the failure to sublease excess facilities at anticipated levels and rates.
| | - |  | -------------------------------------------------------------------------------------------------------------------------



Our Quarterly Operating Results Are Volatile and Difficult to Predict.



Our quarterly operating results have varied significantly
in the past and will likely vary significantly in the future. We believe that period-to-period comparisons of our results of operations may not be meaningful and should not be relied upon as indicators of future performance trends.



Our quarterly operating results have varied or may vary depending on a number
of factors, including the following:



Risks Related to Revenues



| |  |  | fluctuations in demand, sales timing mix and average selling price for our products and services;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | reductions in customers budgets for information technology purchases and delays in their purchasing cycles;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations in the number of relatively larger orders for our products and services;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | increased dependence on relatively smaller orders from a larger number of customers;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | increased dependence on the number of new customer contracts in the current quarter, including follow-on contracts from existing customers, rather than on contracts entered into in
prior quarters;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased dependence on generating revenues from new revenue sources;
| | - |  | ---------------------------------------------------------------------



| |  |  | delays in recognizing revenue from licenses of software products;
| | - |  | -----------------------------------------------------------------



| |  |  | changes in the mix of types of licensing arrangements and related timing of revenue recognition;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the impact of recent declines in our deferred revenue; and
| | - |  | ----------------------------------------------------------



| |  |  | the impact of the restatement of our consolidated financial statements and our ongoing legal proceedings on customer demand.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



Risks Related to Expenses



| |  |  | unanticipated costs resulting from the redeployment of internal resources to expand marketing, sales and service programs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | our overall ability to control costs, including managing reductions in expense levels through restructuring and severance payments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



37



---

##### Table of Contents

| |  |  | the level of expenditures relating to the restatement of our consolidated financial statements and our ongoing legal proceedings;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in our pricing policies and business model, including increased reliance on hosted solutions and the implementation of programs to generate revenue from new sources;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the deployment of internal resources to enhance marketing, sales and service programs;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the failure to adjust our workforce to changes in the level of our operations; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the loss of key personnel.
| | - |  | --------------------------



Our Success Depends on Retaining Our Current Key Personnel and Attracting Additional Key Personnel.



Our future performance depends on the continued service of our senior
management, product development and sales personnel, in particular Robert M. Calderoni, who was elected President and Chief Executive Officer in October 2001. We do not carry key person life insurance. The loss of the services of one or more of our
key personnel could seriously harm our business. In addition, our success depends on our continuing ability to attract, hire, train and retain a selected number of highly skilled managerial, technical, sales, marketing and customer support
personnel. Our ability to retain key employees may be harder, given recent adverse changes in our business. In addition, new hires frequently require extensive training before they achieve desired levels of productivity. Competition for qualified
personnel is intense, and we may fail to retain our key employees or to attract or retain other highly qualified personnel.



Our Revenues in Any Quarter Depend on a Relatively Small Number of Relatively Large Orders. Our Sales Cycles Are Long and Can Be Unpredictable.



Our quarterly revenues are especially subject to
fluctuation because they depend on the sale of relatively large orders for our products and related services. Many of these relatively large orders are realized at the end of the quarter. As a result, our quarterly operating results, including
average selling prices, may fluctuate significantly if we are unable to complete one or more substantial sales in any given quarter. For fiscal year 2003 and for the quarters ended June 30 and September 30, 2003 we recognized approximately 10% of
total revenues from Softbank, a related party, pursuant to a long-term revenue commitment agreement. As discussed in Strategic Relationships with Third Parties are Important to Our Long-Term Success, we are currently in a contract
dispute with Softbank. We also recognized approximately 10% of total revenues from another customer for the quarter ended September 30, 2003. In addition, our sales cycles are long and can be unpredictable. Also see Risk
FactorsImplementation of Our Products by Large Customers Is Complex, Time Consuming and Expensive. We Frequently Experience Long Sales and Implementation Cycles.



We May Continue to Depend on Ariba Buyer for a Substantial Portion of Our Business for the Foreseeable Future. This
Business Could Be Concentrated in a Relatively Small Number of Customers.



We anticipate that revenues from Ariba Buyer and related products and services from a relatively small number of customers will continue to constitute a substantial portion of our revenues for the foreseeable future.
For the year ended September 30, 2002 and the quarter ended December 31, 2002 revenues from Ariba Buyer and related products and services were a majority of our total revenues. If we experience price declines or fail to achieve broad market
acceptance of Ariba Buyer, our business could be seriously harmed. We may continue to derive a significant portion of our revenues attributable to Ariba Buyer from a relatively small number of customers.



Revenues in Any Quarter May Vary to the Extent Recognition of Revenue is
Deferred when Contracts Are Signed.



We frequently enter
into contracts where we recognize only a portion of the total revenue under the contract in the quarter in which we enter into the contract. For example, we may recognize revenue on a ratable basis over



38



---

##### Table of Contents

the life of the contract or enter into contracts where the recognition of revenue is conditioned upon delivery of future product or service elements. The
portion of revenues recognized on a deferred basis may vary significantly in any given quarter, and revenues in any given quarter are a function both of contracts signed in such quarter and contracts signed in prior quarters. In addition, deferred
revenue is impacted by the time of cash collections.



A
Decline in Revenues May Have a Disproportionate Impact on Operating Results And Require Further Reductions in Our Operating Expense Levels.



Because our expense levels are relatively fixed in the near term and are based in part on expectations of our future revenues, any decline in our revenues
to a level that is below our expectations would have a disproportionately adverse impact on our operating results for that quarter.



Failure or Circumvention of Our Controls and Procedures Could Seriously Harm our Business.



Although we have reviewed our disclosure and internal controls and
procedures in order to determine whether they are effective, our controls and procedures may not be able to prevent other than inconsequential error or fraud in the future. Faulty judgments, simple errors or mistakes, or the failure of our personnel
to adhere to established controls and procedures may make it impossible for us to ensure that the objectives of the control system are met. A failure of our controls and procedures to detect other than inconsequential error or fraud could seriously
harm our business and results of operations.



In the Future,
We May Need to Raise Additional Capital in Order to Remain Competitive. This Capital May Not Be Available on Acceptable Terms, If at All.



Although our existing cash, cash equivalent and investment balances together with our anticipated cash flow from operations should be sufficient to meet
our anticipated working capital and operating resource expenditure requirements for at least the next 12 months, given the significant changes in our business and results of operations in the last 12 to 18 months, the fluctuation in cash, cash
equivalents and investments balances may be greater than presently anticipated. After the next 12 months, we may need to raise additional funds and we cannot be certain that we will be able to obtain additional financing on favorable terms, if at
all. Our inability to raise funds on acceptable terms, if and when needed, could seriously harm our business.



Implementation of Our Products by Large Customers Is Complex, Time Consuming and Expensive. We Frequently Experience Long Sales and Implementation
Cycles.



Ariba Buyer, Ariba Enterprise Sourcing and our
other products are complex applications that are generally deployed with many users. Implementation of these applications by buying organizations is complex, time consuming and expensive. In many cases, our customers must change established business
practices. In addition, they must generally consider a wide range of other issues before committing to purchase our products and services, including product benefits, ease of installation, ability to work with existing computer systems, ability to
support a larger user base, reliability and return on investment. Furthermore, the purchase of our products is often discretionary and generally involves a significant commitment of capital and other resources by a customer. It frequently takes
several months to finalize a sale and requires approval at a number of management levels within the customer organization. The implementation and deployment of our products requires a significant commitment of resources by our customers and third
parties and/or professional services organizations.



If a
Sufficient Number of Suppliers Do Not Join and Maintain Their Participation In the Ariba Supplier Network, the Network Will Not Attract a Sufficient Number of Buyers and Other Sellers Required to Make the Network Successful.



We depend on suppliers joining the Ariba Supplier Network. Any failure of
suppliers to join the Ariba Supplier Network in sufficient numbers, or of existing suppliers to maintain their participation in the Ariba



39



---

##### Table of Contents

Supplier Network, would make the network less attractive to buyers and consequently other suppliers. In order to provide buyers on the Ariba Supplier Network
an organized method for accessing goods and services, we rely on suppliers to maintain web-based product catalogs, indexing services (services that provide electronic product indices) and other content aggregation tools (software tools that allow
users to aggregate information maintained in electronic format). Our inability to access and index these catalogs and services would result in our customers having fewer products and services available to them through our solution, which would
adversely affect the perceived usefulness of the Ariba Supplier Network.



Strategic Relationships with Third Parties are Important to Our Long-Term Success.



We have established strategic relationships with a number of other companies. These companies are entitled to resell our products, to host our products
for their customers, and/or to implement our products within our customers organizations. We cannot be assured that any existing or future resellers or hosting or implementation partners will perform to our expectations. For example, in the
past we have not realized the anticipated benefits from strategic relationships with a number of resellers. If our current or future strategic partners do not perform to expectations, or if they experience financial difficulties that impair their
operating capabilities, our business, operating results and financial condition could be seriously harmed.



We also have strategic relationships with Softbank and its affiliates, as a minority shareholder of our Japanese and Korean subsidiaries, Nihon Ariba K.K.
(Nihon Ariba) and Ariba Korea, Ltd., respectively, from which we derived revenues of $23.8 million, $19.1 million and $6.9 million for the years ended September 30, 2003, 2002 and 2001, respectively, pursuant to a long-term revenue
commitment. Our strategic relationship with Softbank has not performed to our expectations, and in June 2003 we commenced an arbitration proceeding against Softbank for failing to meet contractual revenue commitments. In response, Softbank filed a
counter-demand alleging breach of fiduciary duty, breach of the implied covenant of good faith and fair dealing and fraud related to both our Japanese and Korean subsidiaries. In November 2003, the arbitration panel dismissed the Korea related
claims on jurisdictional grounds and entered an interim award requiring Softbank to make a $26.6 million payment, which includes interest, and to make future payment commitments on an interim basis. These interim payments may only be used for the
purpose of conducting Nihon Aribas business and will be subject to the final award of the arbitration panel, which may require repayment of the interim payments. There is no assurance we can achieve a mutually satisfactory resolution of our
dispute with Softbank. The failure to achieve a satisfactory resolution of our dispute with Softbank and to realize future revenues from Softbank at committed levels could have a material adverse impact on our business, operating results, cash flows
and financial position. Pending completion of the arbitration proceeding or additional rulings regarding the disposition of the interim award proceeds, these funds have been recorded as an increase to restricted cash and a current liability.



We Face Intense Competition From Many Participants in
the Enterprise Software Applications Industry. If We Are Unable to Compete Successfully, Our Business Will Be Seriously Harmed.



The market for our solutions is intensely competitive, evolving and subject to rapid technological change. The intensity of competition has increased and
is expected to further increase in the future. This increased competition has resulted in price reductions and could result in further price pressure, reduced profit margins and loss of market share, any one of which could seriously harm our
business. Competitors vary in size, scope and breadth of the products and services they offer. In addition, because spend management is a relatively new software category, we expect additional competition from other established and emerging
companies. For example, third parties that currently help implement Ariba Buyer and our other products could begin to market products and services that compete with our products and services. Also, there are consulting companies that offer services
that may compete with parts of Aribas offering. We could also face competition from other companies who introduce Internet-based spend management solutions.



Many of our current and potential competitors, such as ERP vendors including Oracle, SAP and PeopleSoft, have longer
operating histories, significantly greater financial, technical, marketing and other resources,



40



---

##### Table of Contents

significantly greater name recognition and a larger installed base of customers than us. In addition, many of our competitors have well-established
relationships with our current and potential customers and have extensive knowledge of our industry. In the past, we have lost potential customers to competitors for various reasons, including lower prices and incentives not matched by us. In
addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire significant market share. We also expect that competition will increase as a result of industry consolidations. We may not be able to compete successfully against our current
and future competitors.



If We Fail to Develop Products and
Services in a Timely and Cost-Effective Basis, of If Our Products Contain Defects, Our Business Will Be Seriously Harmed.



In developing new products and services, we may:



| |  |  | fail to develop, introduce and market products in a timely or cost-effective manner;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | find that our products and services are obsolete, noncompetitive or have shorter life cycles than expected;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | fail to develop new products and services that adequately meet market requirements or achieve market acceptance; or
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | develop products that contain undetected errors or failures when first introduced or as new versions are released.
| | - |  | ------------------------------------------------------------------------------------------------------------------



For example, the introduction of Version 7.0 of Ariba Buyer was delayed
significantly in the first quarter of fiscal year 2001, and we have experienced delays in the introduction of other products and releases in the past. If new releases of our products or potential new products are delayed, we could experience a delay
or loss of revenues and customer dissatisfaction.



New
Versions and Releases of Our Products May Contain Errors or Defects.



Ariba Buyer, Ariba Enterprise Sourcing and our other products are complex. They may contain undetected errors or failures when first introduced or as new versions are released. This may result in loss of, or delay in,
market acceptance of our products. We have in the past discovered software errors in our new releases and new products after their introduction. For example, in fiscal year 2000 we discovered problems with respect to the ability of software written
in Java to scale to allow for large numbers of concurrent users of Ariba Buyer. We have experienced delays in product release, lost revenues and customer frustration during the periods required to correct these errors. We may in the future discover
errors and additional scalability limitations in new releases or new products after the commencement of commercial shipments.



Litigation Regarding Our IPO Could Seriously Harm Our Business.



Between March 20, 2001 and June 5, 2001, a number of purported shareholder class action complaints were filed in the United
States District Court for the Southern District of New York against us, certain of our former officers and directors and three of the underwriters of our initial public offering. These actions purport to be brought on behalf of purchasers of our
common stock in the period from June 23, 1999, the date of our initial public offering, to December 23, 1999 (in some cases, to December 5 or 6, 2000), and make certain claims under the federal securities laws, including Sections 11 and 15 of the
Securities Act and Sections 10(b) and 20(a) of the Exchange Act, relating to our initial public offering.



On June 26, 2001, these actions were consolidated into a single action bearing the title In re Ariba, Inc. Securities Litigation, 01 CIV 2359. On
August 9, 2001, that consolidated action was further consolidated before a single judge with cases brought against additional issuers (who numbered in excess of 300) and their



41



---

##### Table of Contents

underwriters that made similar allegations regarding the initial public offerings of those issuers. The latter consolidation was for purposes of pretrial
motions and discovery only. On February 14, 2002, the parties signed and filed a stipulation dismissing the consolidated action without prejudice against us and certain individual officers and directors, which the Court approved and entered as an
order on March 1, 2002. On April 19, 2002, the plaintiffs filed an amended complaint in which they dropped their claims against us and the individual officers and directors under Sections 11 and 15 of the Securities Act, but elected to proceed with
their claims against such defendants under Sections 10(b) and 20(a) of the Exchange Act.



The amended complaint alleges that the prospectus pursuant to which shares of common stock were sold in our initial public offering, which was incorporated in a registration statement filed with the SEC, contained
certain false and misleading statements or omissions regarding the practices of our underwriters with respect to their allocation to their customers of shares of common stock in our initial public offering and their receipt of commissions from those
customers related to such allocations. The complaint further alleges that the underwriters provided positive analyst coverage of Ariba after the initial public offering, which had the effect of manipulating the market for our stock. Plaintiffs
contend that such statements and omissions from the prospectus and the alleged market manipulation by the underwriters through the use of analysts caused our post-initial public offering stock price to be artificially inflated. Plaintiffs seek
compensatory damages in unspecified amounts as well as other relief.



On July 15, 2002, Ariba and the officer and director defendants, along with other issuers and their related officer and director defendants, filed a joint motion to dismiss based on common issues. On or around November 18, 2002, during the
pendency of the motion to dismiss, the Court entered as an order a stipulation by which all of the individual defendants were dismissed from the case without prejudice in return for executing a tolling agreement. On February 19, 2003, the Court
rendered its decision on the motion to dismiss, granting a dismissal of the remaining Section 10(b) claim against us without prejudice. Plaintiffs have indicated that they intend to file an amended complaint.



On June 24, 2003, a Special Litigation Committee of the Board of Directors of
the Company approved a Memorandum of Understanding (the MOU) reflecting a settlement in which the plaintiffs agreed to dismiss the case against Ariba with prejudice in return for the assignment by us of claims that we might have against
its underwriters. No payment to the plaintiffs by Ariba is required under the MOU. There can be no assurance that the MOU will result in a formal settlement or that the Court will approve the settlement that the MOU sets forth. In the event that the
MOU does not result in a formal settlement approved by the Court, we intend to defend against these claims vigorously.



Defending against securities class action relating to our initial public offering may require significant management time and, regardless of the outcome,
result in significant legal expenses. If our defenses are unsuccessful or we are unable to settle on favorable terms, we could be liable for large damages that could seriously harm our business and results of operations.



Litigation and Regulatory Proceedings Regarding the Restatement of Our
Consolidated Financial Statements Could Seriously Harm Our Business.



Beginning January 21, 2003, a number of purported shareholder class action complaints were filed in the United States District Court for the Northern District of California against us and certain of our current and
former officers and directors, all purporting to be brought on behalf of a class of purchasers of our common stock in the period from January 11, 2000 to January 15, 2003. The complaints bring claims under the federal securities laws, specifically
Sections 10(b) and 20(a) of the Exchange Act, relating to our announcement that we would restate certain of our consolidated financial statements, and also, in the case of two complaints, relating to our acquisition activity and related accounting.
Specifically, these actions allege that certain of our prior consolidated financial statements contained false and misleading statements or omissions relating to our failure to properly recognize expenses and other financial items, as reflected in
the then proposed restatement. Plaintiffs contend



42



---

##### Table of Contents

that such statements or omissions caused our stock price to be artificially inflated. Plaintiffs seek compensatory damages as well as other relief.



In a series of orders issued by the Court in February and
March, 2003, these cases were deemed related to each other and assigned to a single judge sitting in San Jose. On July 11, 2003, following briefing and a hearing on related motions, the Court entered two orders that together (1) consolidated the
related cases for all purposes into a single action captioned In re Ariba, Inc. Securities Litigation, Case No. C-03-00277 JF, (2) appointed a lead plaintiff, and (3) approved the lead plaintiffs selection of counsel. On September 15,
2003, the lead plaintiff filed a Consolidated Amended Complaint, which restates the allegations and claims described above and adds a claim pursuant to Section 14(a) of the Exchange Act, based on the allegation that the Company failed to disclose
certain payments and executive compensation items in its January 24, 2002 Proxy Statement. On November 17, 2003, defendants filed a motion to dismiss the action for failure to state a claim, which is currently scheduled to be heard by the Court on
March 29, 2004. This case is still in its early stages. The Company intends to defend against these claims vigorously.



Beginning January 27, 2003, several shareholder derivative actions were filed in the Superior Court of California for the County of Santa Clara against
certain of our current and former officers and directors and against us as nominal defendant. The actions were filed by shareholders purporting to assert, on our behalf, claims for breach of fiduciary duties, aiding and abetting, violations of the
California insider trading law, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, and contribution and indemnification. Specifically, the claims were based on our acquisition activity and related accounting
implemented by the defendants, the alleged understatement of compensation expenses as reflected in our then proposed restatement, the alleged insider trading by certain defendants, the existence of the restatement class action litigation, in which
we are alleged to be liable to defrauded investors, and the allegedly excessive compensation paid by us to one of our officers, as reflected in our then proposed restatement. The complaints sought the payment by the defendants to us of damages
allegedly suffered by us, as well as other relief.



These
actions were assigned to a single judge sitting in San Jose. On May 7, 2003 following briefing and hearing on related motions, the court issued an order that (1) consolidated the cases for all purposes into a single action captioned In re Ariba,
Inc. Shareholder Derivative Litigation, Lead Case No. CV 814325, and (2) appointed lead plaintiffs counsel. Pursuant to that order, plaintiffs filed an amended consolidated derivative complaint on May 28, 2003. The amended consolidated
complaint restates the allegations, causes of action and relief sought as pleaded in the original complaints, and adds allegations relating to our April 10, 2003 announcement of the restatement of certain financial statements and also adds a cause
of action for breach of contract. On October 28, 2003, the Company filed a demurrer, joined by the individual defendants, seeking dismissal of the action for failure to comply with applicable pre-litigation demand requirements. This demurrer is
currently scheduled to be heard by the Court on December 16, 2003. This case is still in its early stages. We intend to defend against these claims vigorously.



On March 7 and March 21, 2003, respectively, two shareholder derivative actions were filed in the United States District Court for the Northern
District of California against certain of our current and former officers and directors and against Ariba as nominal defendant. These actions were filed by shareholders purporting to assert, on behalf of Ariba, claims for violations of the
Sarbanes-Oxley Act, violations of the California insider trading law, breach of fiduciary duties, misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. Specifically, the claims were
based on our announcements that we intended to and/or had restated certain financial statements and on alleged insider trading by certain defendants. The complaints sought the payment by the defendants to Ariba of damages allegedly suffered by
Ariba, as well as other relief.



By orders issued by the Court
on May 27 and June 23, 2003, these two derivative cases were deemed related to each other and to the securities class actions pending before the same court as now consolidated into In re Ariba, Inc. Securities Litigation, Case No. C-03-00277
JF, and accordingly these two derivative actions were



43



---

##### Table of Contents

assigned to the same judge sitting in San Jose assigned to that action. On June 23, 2003, following submission of a related stipulation of the parties, the
Court issued an order that (1) consolidated the two derivative cases for all purposes into a single action captioned In re Ariba, Inc. Derivative Litigation, Case No. C-03-02172 JF, and (2) appointed lead plaintiffs counsel. In
accordance with that order, plaintiffs filed an amended consolidated derivative complaint on June 26, 2003. The amended consolidated complaint restates the allegations, causes of action and relief sought as pleaded in the original complaints. On
September 18, 2003, defendants filed a motion to dismiss or stay the action pending resolution of the parallel state court derivative litigation. Following a hearing on this motion on November 10, 2003, the Court issued a ruling on November 13, 2003
denying the motion but granting defendants alternative request for a stay of the action in light of the related securities class action litigation. Accordingly, this action is now stayed until the Court has determined the viability of the
federal securities claim in the related action. This case is still in its early stages. We intend to defend against these claims vigorously.



Litigating existing and potential securities class actions and shareholder derivative actions relating to the restatement of our consolidated financial
statements will likely require significant attention and resources of management and, regardless of the outcome, result in significant legal expenses. In the case of the securities class actions, if our defenses were ultimately unsuccessful, or if
we were unable to achieve a favorable settlement, we could be liable for large damages awards that could seriously harm our business, results of operations and financial condition.



In addition, the SEC has commenced an informal inquiry regarding the circumstances leading up to the restatement of our
consolidated financial statements. Responding to any such review could require significant diversion of managements attention and resources in the future. For example, if the SEC elects to pursue an enforcement action, the defense against this
type of action could be costly and require additional management resources. If we are unsuccessful in defending against this or other investigations or proceedings, we may face civil or criminal penalties or fines that could seriously harm our
business and results of operations.



We Could Be Subject to
Potential Claims related to the Ariba Supplier Network.



We warrant the performance of the Ariba Supplier Networks availability to customers to conduct their transactions. To the extent we fail to meet warranted performance levels, we could be obligated to provide refunds of maintenance
fees or credits toward future maintenance fees. Further, to the extent that a customer incurs significant financial hardship due to the failure of the Ariba Supplier Network to perform as warranted, we could be exposed to additional liability
claims.



Our Stock Price Is Highly Volatile.



Our stock price has fluctuated dramatically. There is a significant risk
that the market price of our common stock will decrease in the future in response to any of the following factors, some of which are beyond our control:



| |  |  | variations in our quarterly operating results;
| | - |  | ----------------------------------------------



| |  |  | announcements that our revenues or income are below analysts expectations;
| | - |  | ---------------------------------------------------------------------------



| |  |  | changes in analysts estimates of our performance or industry performance;
| | - |  | --------------------------------------------------------------------------



| |  |  | general economic slowdowns;
| | - |  | ---------------------------



| |  |  | changes in market valuations of similar companies;
| | - |  | --------------------------------------------------



| |  |  | sales of large blocks of our common stock;
| | - |  | ------------------------------------------



| |  |  | announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



44



---

##### Table of Contents

| |  |  | loss of a major customer or failure to complete significant license transactions;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel; and
| | - |  | ---------------------------------------------



| |  |  | fluctuations in stock market prices and volumes, which are particularly common among highly volatile securities of software and Internet-based companies.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



We Are at Risk of Further Securities Class Action Litigation Due to Our
Stock Price Volatility.



In the past, securities class
action litigation has often been brought against a company following periods of volatility in the market price of its securities. We have recently experienced significant volatility in the price of our stock. We may in the future be the target of
similar litigation. Securities litigation could result in substantial costs and divert managements attention and resources, which could seriously harm our business.



If the Protection of Our Intellectual Property Is Inadequate, Our Competitors May Gain Access to Our Technology, and We
May Lose Customers.



We depend on our ability to develop
and maintain the proprietary rights of our technology. To protect our proprietary technology, we rely primarily on a combination of contractual provisions, including customer licenses that restrict use of our products, confidentiality agreements and
procedures, and patent, copyright, trademark and trade secret laws. We have only three patents issued in the United States and may not develop proprietary products that are patentable. Despite our efforts, we may not be able to adequately protect
our proprietary rights, and our competitors may independently develop similar technology, duplicate our products or design around any patents issued to us or our other intellectual property. This is particularly true because some foreign laws do not
protect proprietary rights to the same extent as those of the United States and, in the case of the Ariba Supplier Network, because the validity, enforceability and type of protection of proprietary rights in Internet-related industries are
uncertain and evolving.



In the quarter ended March 31, 2000,
we entered into an intellectual property agreement with an independent third party. This intellectual property agreement protects our products against any claims of infringement regarding patents of this outside party that were currently issued,
pending or to be issued over the three year period subsequent to the date of the agreement.



There has been a substantial amount of litigation in the software industry and the Internet industry regarding intellectual property rights. We expect that software product developers and providers of electronic
commerce solutions will increasingly be subject to infringement claims, and third parties may claim that we or our current or potential future products infringe their intellectual property. Any claims, with or without merit, could be time-consuming,
result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could seriously
harm our business.



We must now, and may in the future have to,
license or otherwise obtain access to intellectual property of third parties. For example, we are currently dependent on developers licenses from enterprise resource planning, database, human resource and other system software vendors in order
to ensure compliance of our products with their management systems. We may not be able to obtain any required third party intellectual property in the future.



Our Business Is Susceptible to Numerous Risks Associated with International Operations.



International operations have represented an increasing portion of our
revenues over the past three years. We have committed and expect to continue to commit significant resources to our international sales and marketing activities. We are subject to a number of risks associated with these activities. These risks
generally include:



| |  |  | currency exchange rate fluctuations;
| | - |  | ------------------------------------



45



---

##### Table of Contents

| |  |  | unexpected changes in regulatory requirements;
| | - |  | ----------------------------------------------



| |  |  | tariffs, export controls and other trade barriers;
| | - |  | --------------------------------------------------



| |  |  | longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | difficulties in managing and staffing international operations;
| | - |  | ---------------------------------------------------------------



| |  |  | potentially adverse foreign tax consequences, including withholding in connection with the repatriation of earnings;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | the burdens of complying with a wide variety of foreign laws; and
| | - |  | -----------------------------------------------------------------



| |  |  | political instability.
| | - |  | ----------------------



While international revenues have increased as a percentage of total revenue from fiscal 2002, there can be no assurance that such relative performance
can be sustained in light of such risks.



For international
sales and expenditures denominated in foreign currencies, we are subject to risks associated with currency fluctuations. We hedge risks associated with foreign currency transactions in order to minimize the impact of changes in foreign currency
exchange rates on earnings. We utilize forward contracts to hedge trade and intercompany receivables and payables. All hedge contracts are marked to market through operations each period. There can be no assurance that such hedging strategy will be
successful and that currency exchange rate fluctuations will not have a material adverse effect on our operating results.



Our Acquisitions Are, and Any Future Acquisitions Will Be, Subject to a Number of Risks.



Our acquisitions are, and any future acquisitions will be, subject to a
number of risks, including:



| |  |  | the diversion of management time and resources;
| | - |  | -----------------------------------------------



| |  |  | the difficulty of assimilating the operations and personnel of the acquired companies;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the potential disruption of our ongoing businesses;
| | - |  | ---------------------------------------------------



| |  |  | the difficulty of incorporating acquired technology and rights into our products and services;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | unanticipated expenses related to technology integration;
| | - |  | ---------------------------------------------------------



| |  |  | difficulties in maintaining uniform standards, controls, procedures and policies;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the impairment of relationships with employees and customers as a result of any integration of new management personnel; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | potential unknown liabilities associated with acquired businesses.
| | - |  | ------------------------------------------------------------------



We Have Implemented Certain Anti-Takeover Provisions That Could Make it More Difficult for a Third Party to Acquire Us.



Provisions of our amended and restated certificate of incorporation and
bylaws, including certain anti-takeover provisions, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders.



ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Foreign Currency Risk



We develop products in the United States and market our products in the United States, Latin America, Europe, Middle East, Canada, Australia and Asia. As
a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Since the



46



---

##### Table of Contents

majority of our sales are currently made in U.S. dollars, a strengthening of the dollar could make our products less competitive in foreign markets. If any
of the events described above were to occur, our net sales could be seriously impacted, since a significant portion of our net sales are derived from international operations. For the years ended September 30, 2003, 2002 and 2001, approximately 32%,
32% and 27%, respectively, of our total net sales were derived from customers outside of the United States. As a result, our U.S. dollar earnings and net cash flows from international operations may be adversely affected by changes in foreign
currency exchange rates.



We use derivative instruments to
manage risks associated with foreign currency transactions in order to minimize the impact of changes in foreign currency exchange rates on earnings. We utilize forward contracts to reduce our net exposures, by currency, related to the monetary
assets and liabilities of our foreign operations denominated in local currency. In addition, from time to time, we may enter into forward exchange contracts to establish with certainty the U.S. dollar amount of future firm commitments denominated in
a foreign currency. The forward contracts do not qualify for hedge accounting and accordingly, all of these instruments are marked to market at each balance sheet date by a charge to other income (expense). We believe that these forward contracts do
not subject us to undue risk due to foreign exchange movements because gains and losses on these contracts are generally offset by losses and gains on the underlying assets and liabilities. We do not use derivatives for trading or speculative
purposes. All contracts have a maturity of less than one year.



The following table provides information about our foreign exchange forward contracts outstanding as of September 30, 2003 (in thousands):



|                        |  |          |  |                |  |                             |       |  |   |     |  
|----------------------- |  | -------- |  | -------------- |  | --------------------------- | ----- |  | - | --- | -
|                        |  |          |  | Contract Value |  | UnrealizedGain (Loss)in USD |      
|Foreign Currency        |  | Buy/Sell |  | Currency       |  | USD                         |      
|Swiss Francs            |  | Buy      |  | 480            |  | $                           | 347   |  | $ | 11  |  
|Australian Dollars      |  | Sell     |  | 450            |  | $                           | 296   |  | $ | (7  | )
|European Currency Units |  | Sell     |  | 2,500          |  | $                           | 2,793 |  | $ | (75 | )



As of September 30,
2003, we had $3.4 million of notional amount outstanding foreign exchange contracts in Swiss Francs (CHF), Australian Dollars (AUD), and European Currency Units (EUR), that had remaining maturities of one month or less. As of September 30, 2002, we
had $1.1 million of notional amount outstanding foreign exchange contracts in Swiss Francs (CHF), Singapore Dollars (SGD), and European Currency Units (EUR), that had remaining maturities of one month or less.



The unrealized gain (loss) represents the difference between the contract
value and the market value of the contract based on market rates as of September 30, 2003.



Given our foreign exchange position, a ten percent change in foreign exchange rates upon which these forward exchange contracts are based would result in unrealized exchange gains and losses of approximately $350,000.
In all material aspects, these exchange gains and losses would be fully offset by exchange losses and gains on the underlying net monetary exposures for which the contracts are designated as hedges. We do not expect material exchange rate gains and
losses from other foreign currency exposures.



Interest Rate
Risk



Our exposure to market risk for changes in interest
rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio. The primary objective of our investment activities is to preserve principal while maximizing yields without
significantly increasing risk. This is accomplished by investing in widely diversified investments, consisting only of investment grade securities such as debt, equity or both. We do hold investments in both fixed rate and floating rate interest
earning instruments, and both carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if
interest rates fall.



47



---

##### Table of Contents

Due in part to these factors, our future investment income may fall short of expectations due to changes
in interest rates or we may suffer losses in principal if forced to sell securities, which have declined in market value due to changes in interest rates. Our investments may fall short of expectations due to changes in market conditions and as such
we may suffer losses at the time of sale due to the decline in market value. All investments in the table below are carried at market value, which approximates cost.



The table below represents principal (or notional) amounts and related weighted-average interest rates by year of maturity
of our investment portfolio (in thousands, except for interest rates).



|                            |  |                         |         |   |                         |   |        |                         |  |   |                         |   |                         |   |            |  |       |   |  |   |   |  |   |         |  
|--------------------------- |  | ----------------------- | ------- | - | ----------------------- | - | ------ | ----------------------- |  | - | ----------------------- | - | ----------------------- | - | ---------- |  | ----- | - |  | - | - |  | - | ------- | -
|                            |  | YearendingSept. 30,2004 |         |   | YearendingSept. 30,2005 |   |        | YearendingSept. 30,2006 |  |   | YearendingSept. 30,2007 |   | YearendingSept. 30,2008 |   | Thereafter |  | Total |  
|Cash equivalents            |  | $                       | 24,373  |   |                         | $ |       |                         |  | $ |                        |   |                         | $ |           |  | $     |  |  | $ |  |  | $ | 24,373  |  
|Average interest rate       |  |                         | 1.11    | % |                         |   |       |                         |  |   |                        |   |                         |   |           |  |       |  |  |   |  |  |   | 1.11    | %
|Investments                 |  | $                       | 86,025  |   |                         | $ | 40,204 |                         |  | $ | 38,126                  |   |                         |   |           |  |       |  |  |   |  |  | $ | 164,355 |  
|Average interest rate       |  |                         | 3.12    | % |                         |   | 4.15   | %                       |  |   | 3.46                    | % |                         |   |           |  |       |  |  |   |  |  |   | 3.45    | %
|                            |  |                         |         |   |                         |   |        |                         |  |   |                         |   |                         |   |            |  |       |   |  |   |   |  |   |         |  
|Total investment securities |  | $                       | 110,398 |   |                         | $ | 40,204 |                         |  | $ | 38,126                  |   |                         | $ |           |  | $     |  |  | $ |  |  | $ | 188,728 |  
|                            |  |                         |         |   |                         |   |        |                         |  |   |                         |   |                         |   |            |  |       |   |  |   |   |  |   |         |  



Note that these
amounts exclude equity investments totaling $1.2 million and uninvested cash of $46.4 million. Total investments amount includes $29.7 million of restricted cash as of September 30, 2003.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The following consolidated financial statements, and the related notes thereto, of the Company and the Independent Auditors Report are filed as a
part of this Form 10-K/A.



|                                                                                                                   |  |           
|------------------------------------------------------------------------------------------------------------------ |  | ----------
|                                                                                                                   |  | PageNumber
|Independent Auditors Report                                                                                       |  | 49        
|Consolidated Balance Sheets as of September 30, 2003 and 2002                                                      |  | 50        
|Consolidated Statements of Operations and Comprehensive Loss for the years ended September 30, 2003, 2002 and 2001 |  | 51        
|Consolidated Statements of Stockholders Equity for the years ended September 30, 2003, 2002 and 2001              |  | 52        
|Consolidated Statements of Cash Flows for the years ended September 30, 2003, 2002 and 2001                        |  | 53        
|Notes to Consolidated Financial Statements                                                                         |  | 54        



48



---

##### Table of Contents

Independent Auditors Report



The Board of
Directors and Stockholders

Ariba, Inc.:



We have audited the accompanying consolidated balance sheets of Ariba, Inc. and subsidiaries (the Company) as of September 30, 2003 and 2002, and the
related consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows for each of the years in the three-year period ended September 30, 2003. These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial position of Ariba, Inc. and subsidiaries as of September 30, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2003 in conformity with accounting principles generally accepted in the United States of America.



/s/ KPMG LLP



Mountain View, California

October 22, 2003, except as to Note 12

which is as of January 23, 2004





49



---

##### Table of Contents

ARIBA, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)



|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                                                                                        |  | September 30,2003 |            |   | September 30,2002 |  
|ASSETS                                                                                                                                                                  |  |                   |            |   |                   |   |            |  
|Current assets:                                                                                                                                                         |  |                   |            |   |                   |   |            |  
|Cash and cash equivalents                                                                                                                                               |  | $                 | 70,819     |   |                   | $ | 86,935     |  
|Short-term investments                                                                                                                                                  |  |                   | 56,323     |   |                   |   | 70,346     |  
|Restricted cash                                                                                                                                                         |  |                   | 1,123      |   |                   |   | 800        |  
|Accounts receivable, net of allowance for doubtful accounts of $1,356 and $5,171 in 2003 and 2002, respectively                                                         |  |                   | 8,669      |   |                   |   | 7,984      |  
|Prepaid expenses and other current assets                                                                                                                               |  |                   | 10,747     |   |                   |   | 15,590     |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total current assets                                                                                                                                                    |  |                   | 147,681    |   |                   |   | 181,655    |  
|Property and equipment, net                                                                                                                                             |  |                   | 21,767     |   |                   |   | 29,168     |  
|Long-term investments                                                                                                                                                   |  |                   | 78,329     |   |                   |   | 87,970     |  
|Restricted cash, less current portion                                                                                                                                   |  |                   | 28,579     |   |                   |   | 29,482     |  
|Goodwill, net                                                                                                                                                           |  |                   | 181,033    |   |                   |   | 176,451    |  
|Other intangible assets, net                                                                                                                                            |  |                   |           |   |                   |   | 117,464    |  
|Other assets                                                                                                                                                            |  |                   | 1,741      |   |                   |   | 2,428      |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total assets                                                                                                                                                            |  | $                 | 459,130    |   |                   | $ | 624,618    |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                    |  |                   |            |   |                   |   |            |  
|Current liabilities:                                                                                                                                                    |  |                   |            |   |                   |   |            |  
|Accounts payable                                                                                                                                                        |  | $                 | 10,767     |   |                   | $ | 15,187     |  
|Accrued compensation and related liabilities                                                                                                                            |  |                   | 26,674     |   |                   |   | 30,411     |  
|Accrued liabilities                                                                                                                                                     |  |                   | 35,513     |   |                   |   | 39,029     |  
|Restructuring obligations                                                                                                                                               |  |                   | 13,764     |   |                   |   | 18,716     |  
|Deferred revenue                                                                                                                                                        |  |                   | 57,470     |   |                   |   | 52,459     |  
|Other current liabilities                                                                                                                                               |  |                   |           |   |                   |   | 106        |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total current liabilities                                                                                                                                               |  |                   | 144,188    |   |                   |   | 155,908    |  
|Restructuring obligations, less current portion                                                                                                                         |  |                   | 34,112     |   |                   |   | 43,353     |  
|Deferred revenue less current portion                                                                                                                                   |  |                   | 43,954     |   |                   |   | 99,302     |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total liabilities                                                                                                                                                       |  |                   | 222,254    |   |                   |   | 298,563    |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Minority interests                                                                                                                                                      |  |                   | 20,019     |   |                   |   | 15,027     |  
|                                                                                                                                                                        |  |                  
|Commitments and contingencies (Note 6)                                                                                                                                  |  |                   |            |   |                   |   |            |  
|                                                                                                                                                                        |  |                  
|Stockholders equity:                                                                                                                                                   |  |                   |            |   |                   |   |            |  
|Convertible preferred stock, $.002 par value; 20 million shares authorized; no shares issued and outstanding as of September 30, 2003 and
2002                          |  |                   |           |   |                   |   |           |  
|Common stock, $.002 par value; 1.5 billion shares authorized; 270,243,668 and 265,668,855 shares issued and outstanding as of September 30,
2003 and 2002, respectively |  |                   | 540        |   |                   |   | 531        |  
|Additional paid-in capital                                                                                                                                              |  |                   | 4,500,974  |   |                   |   | 4,494,012  |  
|Deferred stock-based compensation                                                                                                                                       |  |                   | (314       | ) |                   |   | (4,507     | )
|Accumulated other comprehensive income                                                                                                                                  |  |                   | 2,856      |   |                   |   | 1,864      |  
|Accumulated deficit                                                                                                                                                     |  |                   | (4,287,199 | ) |                   |   | (4,180,872 | )
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total stockholders equity                                                                                                                                              |  |                   | 216,857    |   |                   |   | 311,028    |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  
|Total liabilities and stockholders equity                                                                                                                              |  | $                 | 459,130    |   |                   | $ | 624,618    |  
|                                                                                                                                                                        |  |                   |            |   |                   |   |            |  



See accompanying notes
to consolidated financial statements.



50



---

##### Table of Contents

ARIBA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(in thousands, except per share data)



|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|------------------------------------------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                                                               |  | Year Ended September 30, |         
|                                                                               |  | 2003                     |          |   | 2002 |   |          | 2001 | 
|Revenues:                                                                      |  |                          |          |   |      |   |          |      |  |   |            |  
|License                                                                        |  | $                        | 103,066  |   |      | $ | 98,440   |      |  | $ | 260,234    |  
|Maintenance and service                                                        |  |                          | 133,632  |   |      |   | 131,363  |      |  |   | 139,576    |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Total revenues                                                                 |  |                          | 236,698  |   |      |   | 229,803  |      |  |   | 399,810    |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Cost of revenues:                                                              |  |                          |          |   |      |   |          |      |  |   |            |  
|License                                                                        |  |                          | 4,519    |   |      |   | 4,318    |      |  |   | 17,376     |  
|Maintenance and service                                                        |  |                          | 45,489   |   |      |   | 42,881   |      |  |   | 68,208     |  
|Amortization of acquired core technology                                       |  |                          | 4,000    |   |      |   | 6,732    |      |  |   | 6,732      |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Total cost of revenues                                                         |  |                          | 54,008   |   |      |   | 53,931   |      |  |   | 92,316     |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Gross profit                                                                   |  |                          | 182,690  |   |      |   | 175,872  |      |  |   | 307,494    |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Operating expenses:                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Sales and marketing                                                            |  |                          | 80,364   |   |      |   | 80,950   |      |  |   | 280,610    |  
|Research and development                                                       |  |                          | 53,836   |   |      |   | 64,365   |      |  |   | 90,657     |  
|General and administrative                                                     |  |                          | 36,203   |   |      |   | 31,751   |      |  |   | 60,495     |  
|Amortization of goodwill and other intangible assets                           |  |                          | 113,464  |   |      |   | 559,046  |      |  |   | 920,854    |  
|Business partner warrants, net                                                 |  |                          |         |   |      |   | 5,562    |      |  |   | 27,773     |  
|Stock-based compensation(1)                                                    |  |                          | 2,161    |   |      |   | 14,767   |      |  |   | 61,082     |  
|Restructuring and lease abandonment costs                                      |  |                          | 5,350    |   |      |   | 62,609   |      |  |   | 133,582    |  
|Impairment of goodwill, other intangible assets and equity investments         |  |                          |         |   |      |   |         |      |  |   | 1,436,135  |  
|Merger related costs                                                           |  |                          |         |   |      |   |         |      |  |   | 3,643      |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Total operating expenses                                                       |  |                          | 291,378  |   |      |   | 819,050  |      |  |   | 3,014,831  |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Loss from operations                                                           |  |                          | (108,688 | ) |      |   | (643,178 | )    |  |   | (2,707,337 | )
|Interest income                                                                |  |                          | 5,183    |   |      |   | 7,952    |      |  |   | 18,629     |  
|Interest expense                                                               |  |                          | (106     | ) |      |   | (47      | )    |  |   | (434       | )
|Other income (expense)                                                         |  |                          | 652      |   |      |   | (892     | )    |  |   | (2,476     | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Net loss before income taxes and minority interests                            |  |                          | (102,959 | ) |      |   | (636,165 | )    |  |   | (2,691,618 | )
|Provision (benefit) for income taxes                                           |  |                          | (92      | ) |      |   | 2,784    |      |  |   | 7,708      |  
|Minority interests in net income (loss) of consolidated subsidiaries           |  |                          | 3,460    |   |      |   | (286     | )    |  |   | (4,631     | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Net loss                                                                       |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Net loss per sharebasic and diluted                                           |  | $                        | (0.40    | ) |      | $ | (2.47    | )    |  | $ | (11.02     | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Weighted average shares used in computing net loss per sharebasic and diluted |  |                          | 266,284  |   |      |   | 259,042  |      |  |   | 244,614    |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Comprehensive loss:                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Net loss                                                                       |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Unrealized gain (loss) on investments                                          |  |                          | (842     | ) |      |   | 463      |      |  |   | 2,184      |  
|Foreign currency translation adjustment                                        |  |                          | 1,834    |   |      |   | (297     | )    |  |   | 432        |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Other comprehensive income                                                     |  |                          | 992      |   |      |   | 166      |      |  |   | 2,616      |  
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  
|Comprehensive loss                                                             |  | $                        | (105,335 | ) |      | $ | (638,497 | )    |  | $ | (2,692,079 | )
|                                                                               |  |                          |          |   |      |   |          |      |  |   |            |  

---

|(1) |  | For the years ended September 30, 2003, 2002 and 2001, stock-based compensation expense, net of the effects of cancellations, is attributable to various operating expense categories
as follows (in thousands):
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                           |  |      |       |   |      |   |        |      |  |   |       
|-------------------------- |  | ---- | ----- | - | ---- | - | ------ | ---- |  | - | ------
|                           |  | 2003 |       |   | 2002 |   |        | 2001
|Cost of revenues           |  | $    | (729  | ) |      | $ | 3,277  |      |  | $ | 6,125 
|Sales and marketing        |  |      | 1,544 |   |      |   | 4,312  |      |  |   | 16,540
|Research and development   |  |      | 272   |   |      |   | (264   | )    |  |   | 4,311 
|General and administrative |  |      | 1,074 |   |      |   | 7,442  |      |  |   | 34,106
|                           |  |      |       |   |      |   |        |      |  |   |       
|Total                      |  | $    | 2,161 |   |      | $ | 14,767 |      |  | $ | 61,082
|                           |  |      |       |   |      |   |        |      |  |   |       



See accompanying notes
to consolidated financial statements.





51



---

##### Table of Contents

ARIBA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share amounts)



|                                                        |  |              |   |  |                          |     |   |                                 |   |           |                                       |  |   |                    |   |  |                          |       |   |  |   |            |   |  |   |            |  
|------------------------------------------------------- |  | ------------ | - |  | ------------------------ | --- | - | ------------------------------- | - | --------- | ------------------------------------- |  | - | ------------------ | - |  | ------------------------ | ----- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                        |  | Common Stock |   |  | AdditionalPaid-InCapital |     |   | DeferredStock-BasedCompensation |   |           | AccumulatedComprehensiveIncome (Loss) |  |   | AccumulatedDeficit |   |  | TotalStockholdersEquity |      
|                                                        |  | Shares       |   |  | Amount                   |     |   |                                 |   |           |                                      
|Balances at September 30, 2000                          |  | 247,816,682  |   |  | $                        | 495 |   |                                 | $ | 4,475,491 |                                       |  | $ | (157,336           | ) |  | $                        | (918  | ) |  | $ | (847,514   | ) |  | $ | 3,470,218  |  
|Exercise of stock options                               |  | 8,161,098    |   |  |                          | 17  |   |                                 |   | 21,191    |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 21,208     |  
|Issuance of common stock                                |  | 1,641,402    |   |  |                          | 3   |   |                                 |   | 11,363    |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 11,366     |  
|Exercise of warrants for commonstock                    |  | 387,027      |   |  |                          | 1   |   |                                 |   | (1        | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Repurchase of common stock                              |  | (1,898,709   | ) |  |                          | (4  | ) |                                 |   | (640      | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | (644       | )
|Issuance of restricted stock                            |  | 3,742,500    |   |  |                          | 8   |   |                                 |   | (8        | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Deferred stock-based compensation                       |  |             |   |  |                          |    |   |                                 |   | 25,901    |                                       |  |   | (25,901            | ) |  |                          |      |   |  |   |           |   |  |   |           |  
|Deferred stock-based compensation due to cancellations  |  |             |   |  |                          |    |   |                                 |   | (90,245   | )                                     |  |   | 90,245             |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Business partner warrant                                |  |             |   |  |                          |    |   |                                 |   | 8,485     |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 8,485      |  
|Amortization of stock-based compensation                |  |             |   |  |                          |    |   |                                 |   | (414      | )                                     |  |   | 57,496             |   |  |                          |      |   |  |   |           |   |  |   | 57,082     |  
|Gain on sale of subsidiaries common stock, net          |  |             |   |  |                          |    |   |                                 |   | 28,730    |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 28,730     |  
|Stockholder contributions                               |  |             |   |  |                          |    |   |                                 |   | 15,128    |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 15,128     |  
|Unrealized investment gain, net                         |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | 2,184 |   |  |   |           |   |  |   | 2,184      |  
|Foreign currency translation adjustment                 |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | 432   |   |  |   |           |   |  |   | 432        |  
|Net loss                                                |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   | (2,694,695 | ) |  |   | (2,694,695 | )
|                                                        |  |              |   |  |                          |     |   |                                 |   |           |                                       |  |   |                    |   |  |                          |       |   |  |   |            |   |  |   |            |  
|Balances at September 30, 2001                          |  | 259,850,000  |   |  | $                        | 520 |   |                                 | $ | 4,494,981 |                                       |  | $ | (35,496            | ) |  | $                        | 1,698 |   |  | $ | (3,542,209 | ) |  | $ | 919,494    |  
|Exercise of stock options                               |  | 3,000,343    |   |  |                          | 6   |   |                                 |   | 5,127     |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 5,133      |  
|Issuance of common stock                                |  | 2,503,713    |   |  |                          | 5   |   |                                 |   | 6,609     |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 6,614      |  
|Repurchase of common stock                              |  | (1,784,933   | ) |  |                          | (4  | ) |                                 |   | (468      | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | (472       | )
|Issuance of restricted stock                            |  | 3,585,858    |   |  |                          | 7   |   |                                 |   | (7        | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Forfeiture of restricted stock                          |  | (1,486,126   | ) |  |                          | (3  | ) |                                 |   | 3         |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Deferred stock-based compensation, net of cancellations |  |             |   |  |                          |    |   |                                 |   | (14,826   | )                                     |  |   | 18,826             |   |  |                          |      |   |  |   |           |   |  |   | 4,000      |  
|Business partner warrant                                |  |             |   |  |                          |    |   |                                 |   | (11       | )                                     |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | (11        | )
|Amortization of stock-based compensation                |  |             |   |  |                          |    |   |                                 |   | 2,604     |                                       |  |   | 12,163             |   |  |                          |      |   |  |   |           |   |  |   | 14,767     |  
|Unrealized investment gain, net                         |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | 463   |   |  |   |           |   |  |   | 463        |  
|Foreign currency translation adjustment                 |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | (297  | ) |  |   |           |   |  |   | (297       | )
|Net loss                                                |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   | (638,663   | ) |  |   | (638,663   | )
|                                                        |  |              |   |  |                          |     |   |                                 |   |           |                                       |  |   |                    |   |  |                          |       |   |  |   |            |   |  |   |            |  
|Balances at September 30, 2002                          |  | 265,668,855  |   |  | $                        | 531 |   |                                 | $ | 4,494,012 |                                       |  | $ | (4,507             | ) |  | $                        | 1,864 |   |  | $ | (4,180,872 | ) |  | $ | 311,028    |  
|Exercise of stock options                               |  | 2,216,252    |   |  |                          | 4   |   |                                 |   | 3,322     |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 3,326      |  
|Issuance of common stock                                |  | 2,772,007    |   |  |                          | 6   |   |                                 |   | 5,672     |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | 5,678      |  
|Repurchase of common stock                              |  | (15,020      | ) |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Issuance of restricted stock                            |  | 53,994       |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Forfeiture of restricted stock                          |  | (452,420     | ) |  |                          | (1  | ) |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   |           |   |  |   | (1         | )
|Deferred stock-based compensation, net of cancellations |  |             |   |  |                          |    |   |                                 |   | (2,513    | )                                     |  |   | 2,513              |   |  |                          |      |   |  |   |           |   |  |   |           |  
|Amortization of stock-based compensation                |  |             |   |  |                          |    |   |                                 |   | 481       |                                       |  |   | 1,680              |   |  |                          |      |   |  |   |           |   |  |   | 2,161      |  
|Unrealized investment loss, net                         |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | (842  | ) |  |   |           |   |  |   | (842       | )
|Foreign currency translationadjustment                  |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          | 1,834 |   |  |   |           |   |  |   | 1,834      |  
|Net loss                                                |  |             |   |  |                          |    |   |                                 |   |          |                                       |  |   |                   |   |  |                          |      |   |  |   | (106,327   | ) |  |   | (106,327   | )
|                                                        |  |              |   |  |                          |     |   |                                 |   |           |                                       |  |   |                    |   |  |                          |       |   |  |   |            |   |  |   |            |  
|Balances at September 30, 2003                          |  | 270,243,668  |   |  | $                        | 540 |   |                                 | $ | 4,500,974 |                                       |  | $ | (314               | ) |  | $                        | 2,856 |   |  | $ | (4,287,199 | ) |  | $ | 216,857    |  
|                                                        |  |              |   |  |                          |     |   |                                 |   |           |                                       |  |   |                    |   |  |                          |       |   |  |   |            |   |  |   |            |  



See accompanying notes
to consolidated financial statements



52



---

##### Table of Contents

ARIBA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|--------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                                                            |  | Year Ended September 30, |         
|                                                                            |  | 2003                     |          |   | 2002 |   |          | 2001 | 
|Operating activities:                                                       |  |                          |          |   |      |   |          |      |  |   |            |  
|Net loss                                                                    |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                          |          |   |      |   |          |      |  |   |            |  
|Provisions for (recovery of) doubtful accounts                              |  |                          | (1,400   | ) |      |   | (8,444   | )    |  |   | 29,390     |  
|Depreciation and amortization                                               |  |                          | 128,484  |   |      |   | 592,259  |      |  |   | 957,890    |  
|Stock-based compensation                                                    |  |                          | 2,161    |   |      |   | 14,767   |      |  |   | 61,082     |  
|Compensation recorded for stockholder contributions                         |  |                          |         |   |      |   |         |      |  |   | 15,128     |  
|Impairment of equity investments                                            |  |                          |         |   |      |   |         |      |  |   | 28,665     |  
|Impairment of goodwill and other intangible assets                          |  |                          |         |   |      |   |         |      |  |   | 1,407,470  |  
|Impairment of leasehold improvements                                        |  |                          |         |   |      |   | (2,182   | )    |  |   | 66,647     |  
|Business partner warrant expense                                            |  |                          |         |   |      |   | 5,562    |      |  |   | 34,076     |  
|Minority interests in net income (loss) of consolidated subsidiaries        |  |                          | 3,460    |   |      |   | (286     | )    |  |   | (4,631     | )
|Changes in operating assets and liabilities:                                |  |                          |          |   |      |   |          |      |  |   |            |  
|Accounts receivable                                                         |  |                          | 715      |   |      |   | 27,861   |      |  |   | 4,955      |  
|Prepaid expenses and other assets                                           |  |                          | 5,530    |   |      |   | 390      |      |  |   | (8,008     | )
|Accounts payable                                                            |  |                          | (4,420   | ) |      |   | (12,208  | )    |  |   | (27,578    | )
|Accrued compensation and related liabilities                                |  |                          | (3,737   | ) |      |   | (18,294  | )    |  |   | (9,716     | )
|Accrued liabilities                                                         |  |                          | (3,969   | ) |      |   | (11,830  | )    |  |   | 67,037     |  
|Restructuring and lease abandonment costs                                   |  |                          | (14,193  | ) |      |   | 30,875   |      |  |   | 31,194     |  
|Deferred revenue                                                            |  |                          | (50,337  | ) |      |   | (20,485  | )    |  |   | (28,388    | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Net cash used in operating activities                                       |  |                          | (44,033  | ) |      |   | (40,678  | )    |  |   | (69,482    | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Investing activities:                                                       |  |                          |          |   |      |   |          |      |  |   |            |  
|Purchases of property and equipment                                         |  |                          | (3,154   | ) |      |   | (3,111   | )    |  |   | (91,255    | )
|Proceeds from the sales of investments                                      |  |                          | 150,106  |   |      |   | 210,884  |      |  |   | 211,475    |  
|Purchase of investments                                                     |  |                          | (127,284 | ) |      |   | (179,697 | )    |  |   | (259,379   | )
|Net cash paid in purchase acquisitions                                      |  |                          | (3,272   | ) |      |   |         |      |  |   |           |  
|Allocation from (to) restricted cash, net                                   |  |                          | 580      |   |      |   | 2,289    |      |  |   | (534       | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Net cash provided by (used in) investing activities                         |  |                          | 16,976   |   |      |   | 30,365   |      |  |   | (139,693   | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Financing activities:                                                       |  |                          |          |   |      |   |          |      |  |   |            |  
|Principal payments on capital lease obligations                             |  |                          | (1,429   | ) |      |   | (297     | )    |  |   | (538       | )
|Proceeds from issuance of business partner warrants.                        |  |                          |         |   |      |   | 15,000   |      |  |   | 5,000      |  
|Proceeds from issuance of common stock                                      |  |                          | 9,004    |   |      |   | 11,749   |      |  |   | 32,574     |  
|Proceeds from subsidiary stock offering                                     |  |                          |         |   |      |   |         |      |  |   | 51,951     |  
|Repurchase of common stock                                                  |  |                          |         |   |      |   | (472     | )    |  |   | (644       | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Net cash provided by financing activities                                   |  |                          | 7,575    |   |      |   | 25,980   |      |  |   | 88,343     |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Net increase (decrease) in cash and cash equivalents                        |  |                          | (19,482  | ) |      |   | 15,667   |      |  |   | (120,832   | )
|Effect of exchange rate changes on cash and cash equivalents                |  |                          | 3,366    |   |      |   | (703     | )    |  |   | (2,438     | )
|Cash and cash equivalents at beginning of year                              |  |                          | 86,935   |   |      |   | 71,971   |      |  |   | 195,241    |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Cash and cash equivalents at end of year                                    |  | $                        | 70,819   |   |      | $ | 86,935   |      |  | $ | 71,971     |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Supplemental disclosures of cash flow information:                          |  |                          |          |   |      |   |          |      |  |   |            |  
|Cash paid for interest                                                      |  | $                        | 105      |   |      | $ |         |      |  | $ | 415        |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Cash paid for taxes                                                         |  | $                        | 2,351    |   |      | $ | 2,576    |      |  | $ | 1,190      |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  
|Non-cash investing and financing activities:                                |  |                          |          |   |      |   |          |      |  |   |            |  
|Stockholder contributions                                                   |  | $                        |         |   |      | $ |         |      |  | $ | 15,128     |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |            |  



See accompanying notes
to consolidated financial statements



53



---

##### Table of Contents

ARIBA, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
1Description of Business and Summary of Significant Accounting Policies



Description of business



Ariba, Inc., along with its subsidiaries (collectively referred to herein as the Company), provides Enterprise Spend Management solutions that allow enterprises to manage efficiently the purchasing of all non-payroll goods and
services required to run their business. The Company refers to these non-payroll expenses as spend. The Companys solutions, which include software applications, services and network access, are designed to provide corporations with
technology and business process improvements to better manage their corporate spending and, in turn, save money. The Companys software applications and services streamline and improve the business processes related to the identification of
suppliers of goods and services, the negotiation of the terms of purchases, and ultimately the management of ongoing purchasing and settlement activities. These goods and services include commodities, raw materials, operating resources, services,
temporary labor, travel, maintenance, repair and operations equipment.



The Company was incorporated in Delaware in September 1996 and from that date through March 1997 was in the development stage, conducting research and developing its initial products. In March 1997, the Company began selling its products
and related services and currently markets them in North America, Europe, Latin America, Middle East, Asia and Australia primarily through its direct sales force and indirect sales channels.



Basis of presentation



The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. As of September 30, 2003, the Company had two subsidiaries with less than 100% ownership, Nihon Ariba K.K. and Ariba Korea, Ltd. In
accordance with Staff Accounting Bulletin (SAB) 51, the Company has recorded the gains from sales of subsidiary stock to third parties as a contribution to capital.



Reclassifications



Certain reclassifications, none of which affected net loss or net loss per share, have been made to prior year amounts to conform to the current year
presentation.



Use of estimates



The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported results of operations during the reporting period. Actual results could differ from those estimates. For example, actual sublease income might deviate from the assumptions used to calculate the Companys
accrual for lease abandonment costs and litigation settlement amounts may differ from estimated amounts. Actual experience in the collection of accounts receivable considered doubtful may differ from estimates used to develop allowances due to
changes in the financial condition of customers or the outcomes of collection efforts.



Cash, cash equivalents and restricted cash



The Company considers all highly liquid investments with maturity dates of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents consist of money market funds, commercial paper,
government/federal notes and bonds, certificates of deposit, and auction rate preferred stock. Restricted cash



54



---

##### Table of Contents

consists primarily of amounts held in deposits that are required as collateral under the Companys facilities operating lease agreements.



Investments



The Companys marketable securities are classified as
available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in stockholders equity. Realized gains or losses and other than temporary declines in value, if any, on available-for-sale securities are
reported as other income or expense as incurred. The Company periodically reviews these investments for other-than-temporary impairment.



During the year ended September 30, 2001, the Company determined that certain equity investments in privately held companies had sustained a decline in
value that was considered other-than-temporary. The Company recorded a charge to operations of $28.7 million during the year ended September 30, 2001 to write down these investments to their estimated fair values.



Fair value of financial instruments and concentration of credit risk



The carrying value of the Companys financial
instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable, approximates fair value. Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash
equivalents, investments and trade accounts receivable. The Company maintains its cash and cash equivalents and investments with high quality financial institutions. The Companys customer base consists of businesses in North America, Europe,
the Middle East, Asia, Australia and Latin America. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. The Company maintains allowances for potential credit losses.



Significant customer information is as follows:



|           |  |                     |   |                             |      |  |      |  |      |  |      |  |      |  
|---------- |  | ------------------- | - | --------------------------- | ---- |  | ---- |  | ---- |  | ---- |  | ---- | -
|           |  | % of Total Revenues |   | % of Net AccountsReceivable |     
|           |  | 2003                |   |                             | 2002 |  | 2001 |  | 2003 |  | 2002 |  | 2001 |  
|Customer A |  | 10                  | % |                             |     |  |     |  |     |  |     |  | 11   | %



Allowance for
doubtful accounts



The Company evaluates the
collectibility of accounts receivable based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customers ability to meet its financial obligations, the Company records a specific
allowance against amounts due, and thereby reduces the net recognized receivable to the amount the Company reasonably believes will be collected. For the remaining customers, the Company recognizes allowances for doubtful accounts based on the
length of time the aggregate receivables are outstanding, the current business environment and historical experience.



Derivative financial instruments and foreign currency management



The Company considers the functional currency of its foreign subsidiaries to be the local currency, and accordingly, foreign
currency is translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from translations of
foreign subsidiary financial statements are reported in accumulated other comprehensive loss. Gains or losses on foreign currency transactions are recognized in current operations and have not been significant to the Companys operating results
in any period presented.



The Company uses derivative financial
instruments for the purpose of reducing its exposure to adverse fluctuations in foreign exchange rates. While these hedging instruments are subject to fluctuations in value, such



55



---

##### Table of Contents

fluctuations are generally offset by the value of the underlying exposures being hedged. The Company is not a party to leveraged derivatives and does not
hold or issue financial instruments for speculative purposes.



The Company routinely uses forward exchange contracts to hedge its net exposures, by currency, related to the monetary assets and liabilities of its operations denominated in non-functional currency. The Company utilizes forward exchange
contracts to hedge trade and intercompany receivables and payables. In addition, from time to time, the Company may enter into forward exchange contracts to establish with certainty the U.S. dollar amount of future firm commitments denominated in a
foreign currency. The primary business objective of this hedging program is to minimize the gains and losses resulting from exchange rate changes.



All hedge contracts are marked to market through operations each period. The forward foreign exchange contracts require the Company to exchange foreign
currencies for U.S. dollars or vice versa and generally mature in one month or less. As of September 30, 2003, the Company had $3.4 million of notional amount outstanding foreign exchange contracts in Swiss Francs (CHF), Australian Dollars (AUD),
and European Currency Units (EUR), that had remaining maturities of one month or less. As of September 30, 2002, the Company had $1.1 million of notional amount outstanding foreign exchange contracts in Swiss Francs (CHF), Singapore Dollars (SGD),
and European Currency Units (EUR), that had remaining maturities of one month or less.



Property and equipment



Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the shorter of the estimated useful lives of the assets, generally two to five years, or
the lease term, if applicable. Gains and losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements
and betterments are capitalized, while the costs of maintenance and repairs are charged against earnings as incurred.



Impairment of long-lived assets



Prior to the adoption of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, on October 1, 2002, the Company accounted
for long-lived assets in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 144, provides a single accounting model for long-lived assets to be disposed of.
SFAS No. 144 also changes the criteria for classifying an asset as held for sale, broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations, and changes the timing of recognizing losses on such
discontinued operations. The adoption of SFAS No. 144 did not affect the Companys consolidated financial statements. In accordance with SFAS No. 144, long-lived assets, such as property and equipment and purchased intangibles subject to
amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.



Goodwill and intangible assets not subject to amortization are tested annually for impairment, and are tested for impairment
more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the assets fair value. The Company has no intangible assets with indefinite
lives as of September 30, 2003.



56



---

##### Table of Contents

Adoption of accounting standards



On October 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. As a result, goodwill and
other intangible assets with indefinite useful lives are no longer amortized, but instead are tested for impairment annually. Other intangible assets with definite useful lives will continue to be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144. As of the date of adoption, the Company had an unamortized goodwill balance of $176.5 million. SFAS No. 142 requires a transitional goodwill
impairment test as of the date of adoption. During the quarter ended December 31, 2002, the Company completed the transitional goodwill impairment test which indicated that goodwill was not impaired as of the adoption date. As a result of the
adoption of SFAS No. 142, neither the useful lives nor the residual value of the intangible assets acquired required adjustment. Furthermore, reclassifications of existing intangible assets to conform to new classification criteria in SFAS No. 141
were not required. The Company will perform a goodwill impairment test annually each fiscal year or whenever an impairment indicator is present. On September 30, 2003, the Company completed a goodwill impairment test and was not required to record
an impairment charge upon completion of the test.



In June
2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the Company record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that resulted from the acquisition, construction, development, and/or normal use of the assets. The Company would also record a corresponding asset that is depreciated over the life of the
asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The
Companys adoption of SFAS No. 143 on October 1, 2002 did not have a significant impact on its consolidated financial statements. However, in the event that the Company makes alterations in the future to certain leased facilities, the Company
may, under the terms of the lease, be legally obligated to restore the facility to its original state. As such, any significant alterations might have a material impact on the Companys consolidated financial position, results of operations and
cash flows.



In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 revises the accounting for specified employee and contract terminations that are part of restructuring activities and nullifies Emerging Issues Task Force (EITF)
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. Companies will be able to record a liability for a cost associated with an exit or disposal activity only when the liability is
incurred and can be measured at fair value. Commitment to an exit plan or a plan of disposal expresses only managements intended future actions and therefore does not meet the requirement for recognizing a liability and related expense. SFAS
No. 146 only applies to termination benefits offered for a specific termination event or a specified period. It will not affect accounting for the costs to terminate a capital lease. SFAS No. 146 is effective for exit or disposal activities
initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a significant impact on the Companys consolidated financial position, results of operations and cash flows.



In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. FIN 45
elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. FIN 45 also clarifies that a guarantor is required to recognize, at inception of a guarantee, a
liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the
Companys consolidated financial position, results of operations and cash flows. The Company has adopted the disclosure provisions as required. See Note 6 of Notes to Consolidated Financial Statements.



In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments,



57



---

##### Table of Contents

including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 except for the provisions that were cleared by the FASB in prior pronouncements. The adoption of SFAS No. 149 did not have a
material impact on the Companys consolidated financial position, results of operations or cash flows.



Revenue recognition



The Companys revenue consists of fees for licenses of the Companys software products, maintenance, hosted services, customer training and
consulting. Cost of license revenue primarily includes product, delivery, warranty and royalty costs as well as the amortization of acquired core technology. Cost of maintenance and service revenue primarily includes labor costs for engineers
performing implementation services, consulting services and technical support, training personnel, facilities and equipment costs and warranty costs.



The Companys spend management applications fall into three solution sets: the Ariba Analysis Solution, the Ariba Sourcing Solution, and the Ariba
Procurement Solution. Ariba Enterprise Sourcing, which was introduced in late fiscal 2001, is derived from the Companys Dynamic Trade and Sourcing applications which are still available as separate products. The modules that make up the Ariba
Analysis Solution and the Ariba Sourcing Solution can be deployed as hosted or installed applications. In addition, the Ariba Workforce and Ariba Marketplace products are also available as hosted applications.



The Company licenses its products through its direct sales force and
indirectly through resellers. The license agreements for the Companys products generally do not provide for a right of return, and historically product returns have not been significant. The Company does not recognize revenue for refundable
fees or agreements with cancellation rights until such rights to refund or cancellation have expired. The products are licensed under either a perpetual license or under a time-based license. Access to the Ariba Supplier Network is available to
Ariba customers as part of their maintenance agreements for certain products.



The Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-4 and SOP 98-9, and Securities and Exchange Commission (SEC) Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery of the product has occurred;
services are not considered essential; the fee is fixed or determinable; and collectibility is probable. Payment terms are considered extended when greater than 20% of an arrangement fee is due beyond 12 months from delivery. If fees are not
fixed or determinable, revenue is recognized when due and payable. In arrangements where at least 80% of fees are due within one year or less from delivery, the entire arrangement fee is considered fixed or determinable and revenue is
recognized when the remaining basic revenue recognition criteria are met. If collectibility is not considered probable at the inception of the arrangement, the Company does not recognize revenue until the fee is collected.



SOP 97-2, as amended, generally requires the Company to allocate revenue
earned on software arrangements involving multiple deliverables to each element based on the relative fair values of the elements. Revenue recognized from multiple-element arrangements is allocated to undelivered elements of the arrangement, such as
maintenance and support services and professional services, based on the relative fair values of the elements specific to the Company. The Companys determination of the fair value of each element in multi-element arrangements is based on
vendor-specific objective evidence (VSOE). The Company limits its assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management, having the relevant authority to do
so, for an element not yet sold separately.



If evidence of
fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and
the remaining portion of the arrangement fee is recognized as



58



---

##### Table of Contents

revenue. Revenue allocated to maintenance and support is recognized ratably over the maintenance term (typically one year) and revenue allocated to training
and other services is recognized as the services are performed. Revenue from hosting services is recognized ratably over the term of the arrangement. The proportion of total revenue from new license arrangements that is recognized upon delivery may
vary from quarter to quarter depending upon the relative mix of types of licensing arrangements and the availability of VSOE of fair value for undelivered elements.



Certain of the Companys perpetual and time-based licenses include the right to unspecified additional products and/or
payment terms that extend beyond twelve months. The Company recognizes revenue from perpetual and time-based licenses that include unspecified additional software products ratably over the term of the arrangement.



Under the terms of the Companys sublicensing agreement with Softbank,
as amended in December 2001, Softbank is required to make scheduled quarterly cash payments for the purchase of licenses and maintenance services at agreed prices for resale during the term of the agreement. Softbanks minimum payment
obligations are non-cancelable and non-refundable, and Softbank is obligated to make additional payments to the extent that sublicense sales exceed scheduled payment amounts. Revenues under the Companys agreement with Softbank are recognized
based on the lesser of cumulative ratable revenue on a subscription basis or cumulative cash received. The term of the subscription period used is based on the resale period plus 12 months to cover the maximum term of maintenance commitments
thereafter. Pursuant to the amended agreements the Company recorded revenues of $23.8 million and $19.1 million for the years ended September 30, 2003 and 2002, respectively.



Arrangements that include consulting services are evaluated to determine whether those services are essential to the
functionality of other elements of the arrangement. When services are not considered essential, the revenue allocable to the services is recognized separately from the software, provided VSOE of fair value exists. If the Company provides consulting
services that are considered essential to the functionality of the software products, both the software product revenue and service revenue are recognized under contract accounting in accordance with the provisions of SOP 81-1,Accounting for
Performance of Construction-Type and Certain Production-Type Contracts. Revenues from these arrangements are recognized under the percentage of completion method except in limited circumstances where completion status cannot be reasonably
estimated, in which case the completed contract method is used.



The Companys customers include certain suppliers from whom, on occasion, the Company has purchased goods or services for the Companys operations at or about the same time the Company has licensed its software to these
organizations. These transactions are separately negotiated at terms the Company considers to be arms-length. To the extent that the fair value of either the software sold or the goods or services purchased in concurrent transactions cannot be
reliably determined, revenues and cost of the goods or services acquired are excluded. Revenues for the years ended September 30, 2003 and 2002 were not affected by such transactions. For the year ended September 30, 2001, the Company excluded $9.3
million from revenue and expense for concurrent transactions for which fair value of the elements could not be reliably determined.



Equity instruments received in conjunction with licensing transactions are recorded at their estimated fair market value and included in the measurement
of the related license revenue in accordance with EITF No. 00-8, Accounting by a Grantee for an Equity Investment to Be Received in Conjunction with Providing Goods and Services. For the years ended September 30, 2003, 2002 and 2001, the
Company recorded revenue of $1.8 million, $3.6 million and $4.8 million, respectively, based on equity received in such transactions. These transactions were originated in fiscal 2000.



Deferred revenue includes amounts received from customers for which revenue has not been recognized that generally results
from deferred maintenance and support, consulting or training services not yet rendered and license revenue deferred until all requirements under SOP 97-2 are met. Deferred revenue is recognized as



59



---

##### Table of Contents

revenue upon delivery of the Companys product, as services are rendered, or as other requirements under SOP 97-2 are satisfied. Deferred revenue
excludes contract amounts for which payment has yet to be collected. Likewise, accounts receivable exclude amounts due from customers for which revenue has been deferred.



Software development costs



In accordance with SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, software development
costs are expensed as incurred until technological feasibility, defined as a working prototype, has been established, at which time such costs are capitalized until the product is available for general release to customers. To date, the
Companys software has been available for general release shortly after the establishment of technological feasibility and, accordingly, capitalized development costs have not been material.



Advertising expense



Advertising costs are expensed as incurred and totaled $354,000, $411,000
and $2.2 million during the years ended September 30, 2003, 2002 and 2001, respectively.



Stock-based compensation



The Company accounts for its employee stock-based compensation plans in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees and Financial Accounting Standards Board Interpretation No. 44 (FIN 44),
Accounting for Certain Transactions Involving Stock Compensationan Interpretation of APB Opinion No. 25, and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation,as amended by SFAS No.
148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123. Accordingly, no compensation cost is recognized for any of the Companys fixed stock options granted to employees
when the exercise price of the option equals or exceeds the fair market value of the underlying common stock as of the grant date for each stock option. The Company accounts for equity instruments issued to non-employees in accordance with the
provisions of SFAS No. 123 and EITF No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Deferred stock-based compensation is included as a
component of stockholders equity and is being amortized by charges to operations over the vesting period of the options and restricted stock consistent with the method described in Financial Accounting Standards Board Interpretation No. 28
(FIN 28), Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.



The Company has revised its SFAS No. 123 pro forma stock option disclosure presented below to incorporate the fiscal year 2003 pro forma expense under
SFAS No. 123 associated with certain options subject to a voluntary stock option exchange program in fiscal year 2001 and to modify the interperiod allocations of pro forma expense recognition in fiscal years 2001, 2002, and 2003 related to these
options.



60



---

##### Table of Contents

Had compensation cost been recognized based on the fair value at the date of grant for options granted
and Employee Stock Purchase Plan issuances during 2003, 2002 and 2001, the pro forma amounts of the Companys net loss and net loss per share would have been as follows for the years ended September 30, 2003, 2002 and 2001 (in thousands, except
per share amounts):



|                                                                                                                             |  |                          |          |   |      |   |          |      |  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                                                                                                             |  | Year Ended September 30, |         
|                                                                                                                             |  | 2003                     |          |   | 2002 |   |          | 2001 | 
|Reported net loss, net of tax                                                                                                |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|Add back stock-based compensation expense related to stock options included in reported net loss                             |  |                          | 547      |   |      |   | 5,203    |      |  |   | 54,713     |  
|Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards |  |                          | (35,203  | ) |      |   | (68,102  | )    |  |   | (134,602   | )
|                                                                                                                             |  |                          |          |   |      |   |          |      |  |   |            |  
|Pro forma net loss                                                                                                           |  | $                        | (140,983 | ) |      | $ | (701,562 | )    |  | $ | (2,774,584 | )
|                                                                                                                             |  |                          |          |   |      |   |          |      |  |   |            |  
|Reported basic and diluted net loss per share                                                                                |  | $                        | (0.40    | ) |      | $ | (2.47    | )    |  | $ | (11.02     | )
|                                                                                                                             |  |                          |          |   |      |   |          |      |  |   |            |  
|Pro forma basic and diluted net loss per share                                                                               |  | $                        | (0.53    | ) |      | $ | (2.71    | )    |  | $ | (11.34     | )
|                                                                                                                             |  |                          |          |   |      |   |          |      |  |   |            |  



Income taxes



Income taxes are computed using an asset and liability
approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Companys consolidated financial
statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The Company has recorded a valuation
allowance for the full amount of the net deferred tax assets, as it is more likely than not that the deferred tax assets will not be realized.



Net loss per share



Net loss per share is calculated in accordance with SFAS No. 128, Earnings per Share. Under the provisions of SFAS No. 128, basic net loss per
share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period, excluding shares subject to repurchase and in escrow related to acquisitions.
Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period if their effect is dilutive. Potential common shares are comprised
of shares of restricted common stock, shares held in escrow related to acquisitions, and incremental common shares issuable upon the exercise of stock options and warrants and Employee Stock Purchase Plans shares.



Comprehensive income (loss)



Comprehensive income or loss includes all changes in equity (net assets)
during a period from non-owner sources, including unrealized gains and losses on marketable securities and changes in the cumulative translation adjustment. Tax effects of other comprehensive income or loss are not considered material for any period
presented.



Recent accounting pronouncements



In November 2002, the EITF reached a consensus on Issue No. 00-21,
RevenueArrangements with Multiple Deliverables. EITF No. 00-21 provides guidance on how to account for certain arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The
Company will adopt the provisions of EITF No. 00-21 on October 1, 2003. The Company believes that the adoption of EITF No. 00-21 will not have a significant impact on its consolidated financial position, results of operations or cash flows.



61



---

##### Table of Contents

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures in its balance sheets certain financial instruments with characteristics of both liabilities and equity. In accordance
with this Statement, financial instruments that embody obligations for the issuer are required to be classified as liabilities. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15, 2003 except for certain provisions associated with redeemable securities. The adoption of SFAS No. 150 did not have a material impact on the Companys consolidated
financial position, results of operations or cash flows.



Note
2Balance Sheet Components



Accounts receivable
consisted of the following as of September 30, 2003 and 2002 (in thousands):



|                                |  |               |        |   |      |   |        |  
|------------------------------- |  | ------------- | ------ | - | ---- | - | ------ | -
|                                |  | September 30, |       
|                                |  | 2003          |        |   | 2002 |  
|Accounts receivable             |  | $             | 10,025 |   |      | $ | 13,155 |  
|Allowance for doubtful accounts |  |               | (1,356 | ) |      |   | (5,171 | )
|                                |  |               |        |   |      |   |        |  
|Accounts receivable, net        |  | $             | 8,669  |   |      | $ | 7,984  |  
|                                |  |               |        |   |      |   |        |  



The Company evaluates
the collectibility of accounts receivable based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customers ability to meet its financial obligations, the Company records a specific
allowance against amounts due, and thereby reduces the net recognized receivable to the amount the Company reasonably believes will be collected. For the remaining customers, the Company recognizes allowances for doubtful accounts based on the
length of time the aggregate receivables are outstanding, the current business environment and historical experience.



During fiscal year 2001, the Company added significant provisions to its allowance for doubtful accounts due to the rapid and dramatic decline of the
e-commerce marketplace industry totaling $29.4 million. During fiscal 2003 and 2002, the Company determined that some of these reserves were no longer warranted due to improvements in the financial condition of certain customers and its ability to
settle a number of at-risk accounts. As a result, for fiscal years 2003 and 2002, the Company recorded a net credit to the provision for doubtful accounts of $1.4 million and $8.4 million, respectively. The provision for (recovery of) doubtful
accounts is included in sales and marketing expense in the Companys Consolidated Statements of Operations.



Changes in the allowance for doubtful accounts for the years ended September 30, 2003, 2002 and 2001, are as follows (in thousands):



|                                |  |                              |                  |           |   |                          |                        |  |   |         |   |  |   |       
|------------------------------- |  | ---------------------------- | ---------------- | --------- | - | ------------------------ | ---------------------- |  | - | ------- | - |  | - | ------
|                                |  | Balance atBeginning ofPeriod |                  | Additions |   |                          | Balance atEnd ofPeriod
|Classification                  |  |                              | CostsandExpenses |           |   | Deductions/Write-offs(a) |                        | 
|Year ended September 30, 2003   |  |                              |                  |           |   |                          |                        |  |   |         |   |  |   |       
|Allowance for doubtful accounts |  | $                            | 5,171            |           | $ | (1,400                   | )                      |  | $ | (2,415  | ) |  | $ | 1,356 
|Year ended September 30, 2002   |  |                              |                  |           |   |                          |                        |  |   |         |   |  |   |       
|Allowance for doubtful accounts |  | $                            | 14,454           |           | $ | (8,444                   | )                      |  | $ | (839    | ) |  | $ | 5,171 
|Year ended September 30, 2001   |  |                              |                  |           |   |                          |                        |  |   |         |   |  |   |       
|Allowance for doubtful accounts |  | $                            | 13,791           |           | $ | 29,390                   |                        |  | $ | (28,727 | ) |  | $ | 14,454

---

|(a) |  | Amounts written off as uncollectible or recovered by payment.
|--- |  | -------------------------------------------------------------



62



---

##### Table of Contents

Prepaid expenses and other current assets consisted of the following as of September 30, 2003 and 2002
(in thousands):



|                                                |  |               |        |      |   |       
|----------------------------------------------- |  | ------------- | ------ | ---- | - | ------
|                                                |  | September 30,
|                                                |  | 2003          |        | 2002
|Other receivables                               |  | $             | 2,624  |      | $ | 3,100 
|Prepaid rent                                    |  |               | 4,008  |      |   | 6,647 
|Other prepaid expenses                          |  |               | 4,115  |      |   | 5,843 
|                                                |  |               |        |      |   |       
|Total prepaid expenses and other current assets |  | $             | 10,747 |      | $ | 15,590
|                                                |  |               |        |      |   |       



Other receivables
primarily consists of interest receivable and employee advances. Other prepaid expenses consists of prepaid software licenses and maintenance for software for internal use and prepaid royalties.



Property and equipment consisted of the following as of September 30, 2003
and 2002 (in thousands):



|                                               |  |               |         |   |      |   |         |  
|---------------------------------------------- |  | ------------- | ------- | - | ---- | - | ------- | -
|                                               |  | September 30, |        
|                                               |  | 2003          |         |   | 2002 |  
|Computer equipment and software                |  | $             | 40,813  |   |      | $ | 37,792  |  
|Office equipment                               |  |               | 6,779   |   |      |   | 8,631   |  
|Furniture and fixtures                         |  |               | 16,035  |   |      |   | 17,238  |  
|Leasehold improvements                         |  |               | 22,903  |   |      |   | 22,882  |  
|                                               |  |               |         |   |      |   |         |  
|                                               |  |               | 86,530  |   |      |   | 86,543  |  
|Less accumulated depreciation and amortization |  |               | (64,763 | ) |      |   | (57,375 | )
|                                               |  |               |         |   |      |   |         |  
|Total property and equipment, net              |  | $             | 21,767  |   |      | $ | 29,168  |  
|                                               |  |               |         |   |      |   |         |  

Certain computer equipment, software and office equipment are recorded under capital leases that
aggregated to $819,000 and $1.1 million at September 30, 2003 and 2002, respectively. As of September 30, 2003 and 2002, property and equipment under capital leases carried a net book value of zero.



Depreciation and amortization expense of property and equipment totaled $11.0
million, $26.5 million and $28.9 million for the years ended September 30, 2003, 2002 and 2001, respectively.

Accrued liabilities consisted
of the following as of September 30, 2003 and 2002 (in thousands):

|                                 |  |               |        |      |   |       
|-------------------------------- |  | ------------- | ------ | ---- | - | ------
|                                 |  | September 30,
|                                 |  | 2003          |        | 2002
|Professional and consulting fees |  | $             | 51     |      | $ | 705   
|Accrued marketing expenses       |  |               | 1,986  |      |   | 6,708 
|Customer deposits                |  |               | 3,049  |      |   | 3,049 
|Accrued taxes                    |  |               | 8,057  |      |   | 10,100
|Deferred rent                    |  |               | 15,782 |      |   | 11,695
|Other accrued liabilities        |  |               | 6,588  |      |   | 6,772 
|                                 |  |               |        |      |   |       
|Total accrued liabilities        |  | $             | 35,513 |      | $ | 39,029
|                                 |  |               |        |      |   |       



63



---

##### Table of Contents

Note 3Investments



The following is a summary of cash equivalents and available-for-sale securities as of September 30, 2003 and 2002 (in thousands):



|                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|------------------------------------- |  | ------------------ | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                      |  | September 30, 2003
|                                      |  | Amortized Cost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|Money market funds                    |  | $                  | 24,135  |                      | $ |                      |  | $ |           |   |  | $ | 24,135 
|Certificates of deposit               |  |                    | 9,012   |                      |   |                      |  |   |           |   |  |   | 9,012  
|Government notes and bonds            |  |                    | 92,621  |                      |   | 839                   |  |   | (62        | ) |  |   | 93,398 
|Corporate notes/bonds                 |  |                    | 29,397  |                      |   | 319                   |  |   | (36        | ) |  |   | 29,680 
|Auction rate preferred stock          |  |                    | 2,800   |                      |   |                      |  |   |           |   |  |   | 2,800  
|                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|                                      |  | $                  | 157,965 |                      | $ | 1,158                 |  | $ | (98        | ) |  | $ | 159,025
|                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|Included in cash and cash equivalents |  | $                  | 24,373  |                      | $ |                      |  | $ |           |   |  | $ | 24,373 
|Included in short-term investments    |  |                    | 55,904  |                      |   | 421                   |  |   | (2         | ) |  |   | 56,323 
|Included in long-term investments     |  |                    | 77,688  |                      |   | 737                   |  |   | (96        | ) |  |   | 78,329 
|                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|                                      |  | $                  | 157,965 |                      | $ | 1,158                 |  | $ | (98        | ) |  | $ | 159,025
|                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        



|                                       |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|-------------------------------------- |  | ------------------ | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                       |  | September 30, 2002
|                                       |  | Amortized Cost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|Money market funds                     |  | $                  | 43,508  |                      | $ |                      |  | $ |           |   |  | $ | 43,508 
|Certificates of deposit                |  |                    | 50,615  |                      |   |                      |  |   |           |   |  |   | 50,615 
|Government notes and bonds             |  |                    | 82,073  |                      |   | 1,291                 |  |   |           |   |  |   | 83,364 
|Corporate notes/bonds                  |  |                    | 36,631  |                      |   | 605                   |  |   |           |   |  |   | 37,236 
|Auction rate preferred stock           |  |                    | 28,050  |                      |   | 22                    |  |   | (16        | ) |  |   | 28,056 
|Equity investments in public companies |  |                    | 1       |                      |   |                      |  |   |           |   |  |   | 1      
|                                       |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|                                       |  | $                  | 240,878 |                      | $ | 1,918                 |  | $ | (16        | ) |  | $ | 242,780
|                                       |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|Included in cash and cash equivalents  |  | $                  | 84,464  |                      | $ |                      |  | $ |           |   |  | $ | 84,464 
|Included in short-term investments     |  |                    | 70,061  |                      |   | 301                   |  |   | (16        | ) |  |   | 70,346 
|Included in long-term investments      |  |                    | 86,353  |                      |   | 1,617                 |  |   |           |   |  |   | 87,970 
|                                       |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|                                       |  | $                  | 240,878 |                      | $ | 1,918                 |  | $ | (16        | ) |  | $ | 242,780
|                                       |  |                    |         |                      |   |                       |  |   |            |   |  |   |        



During the fourth
quarter of fiscal 2002, the Company determined that its investment in a publicly traded company, classified as a long-term investment, in the technology sector acquired in fiscal 2000 had incurred a decline in value that was other-than-temporary.
Recognition of the impairment resulted in a charge totaling $1.0 million to other expense. As of September 30, 2003 and 2002, the fair value of the investment was zero.



The following is a summary of the Companys available-for-sale securities, excluding equity investments, based on
contractual maturities (in thousands):

|                                        |  |               |         |      |   |        
|--------------------------------------- |  | ------------- | ------- | ---- | - | -------
|                                        |  | September 30,
|                                        |  | 2003          |         | 2002
|Due in one year or less                 |  | $             | 56,323  |      | $ | 70,346 
|Due after one year through two years    |  |               | 40,204  |      |   | 59,318 
|Due after two years through three years |  |               | 38,125  |      |   | 28,652 
|                                        |  |               |         |      |   |        
|                                        |  | $             | 134,652 |      | $ | 158,316
|                                        |  |               |         |      |   |        



64



---

##### Table of Contents

Note 4Goodwill and Other Intangible Assets



Goodwill and other intangible assets as of September 30, 2003 and 2002 consisted of the following (in thousands):



|                                |  |                     |         |                         |   |          |                   |  |                     |         |                         |   |         |                   |   |          |   |  |   |        
|------------------------------- |  | ------------------- | ------- | ----------------------- | - | -------- | ----------------- |  | ------------------- | ------- | ----------------------- | - | ------- | ----------------- | - | -------- | - |  | - | -------
|                                |  | September 30, 2003  |         | September 30, 2002     
|                                |  | Grosscarryingamount |         | Accumulatedamortization |   |          | Netcarryingamount |  | Grosscarryingamount |         | Accumulatedamortization |   |         | Netcarryingamount
|Goodwill                        |  | $                   | 866,712 |                         | $ | (685,679 | )                 |  | $                   | 181,033 |                         | $ | 862,130 |                   | $ | (685,679 | ) |  | $ | 176,451
|                                |  |                     |         |                         |   |          |                   |  |                     |         |                         |   |         |                   |   |          |   |  |   |        
|Other Intangible Assets         |  |                     |         |                         |   |          |                   |  |                     |         |                         |   |         |                   |   |          |   |  |   |        
|Covenants not-to-compete        |  |                     | 1,300   |                         |   | (1,300   | )                 |  |                     |        |                         |   | 1,300   |                   |   | (1,173   | ) |  |   | 127    
|Core technology                 |  |                     | 20,200  |                         |   | (20,200  | )                 |  |                     |        |                         |   | 20,200  |                   |   | (16,002  | ) |  |   | 4,198  
|Intellectual property agreement |  |                     | 786,929 |                         |   | (786,929 | )                 |  |                     |        |                         |   | 786,929 |                   |   | (673,790 | ) |  |   | 113,139
|                                |  |                     |         |                         |   |          |                   |  |                     |         |                         |   |         |                   |   |          |   |  |   |        
|Total                           |  | $                   | 808,429 |                         | $ | (808,429 | )                 |  | $                   |        |                         | $ | 808,429 |                   | $ | (690,965 | ) |  | $ | 117,464
|                                |  |                     |         |                         |   |          |                   |  |                     |         |                         |   |         |                   |   |          |   |  |   |        



TradingDynamics,
Inc.



On January 20, 2000, the Company acquired
TradingDynamics, Inc. (TradingDynamics), which provided Internet-based trading applications. The acquisition was accounted for using the purchase method of accounting and accordingly, the purchase price was allocated to the assets
acquired and liabilities assumed based on their estimated fair values on the acquisition date. Since January 20, 2000, TradingDynamics results of operations have been included in the Companys Consolidated Statements of Operations.



The purchase price of approximately $424.5 million consisted
of an exchange of 7,274,656 shares of the Companys common stock with a fair value of $371.9 million, and assumed stock options with a fair value of $51.2 million (which excludes unvested options granted to non-employees). The fair value of the
common stock options was determined using a Black-Scholes option pricing model. There were also $1.4 million of direct transaction costs related to the merger. Of the total purchase price, $224,000 was allocated to property and equipment, $13.4
million was allocated to net liabilities assumed, excluding property and equipment, and the remainder was allocated to intangible assets, including in-process research and development ($950,000), core technology ($4.4 million), covenants
not-to-compete ($1.3 million), assembled workforce ($1.1 million) and goodwill ($430.2 million).



Tradex Technologies, Inc.



On March 8, 2000, the Company acquired Tradex Technologies, Inc. (Tradex), which provided solutions for enabling online marketplaces and
exchanges. The acquisition was accounted for using the purchase method of accounting and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. Since
March 8, 2000, the results of operations of Tradex have been included in the Companys Consolidated Statements of Operations.



The purchase price of approximately $2.3 billion consisted of an exchange of 34,059,336 shares of the Companys common stock with a fair value of
$2.1 billion and assumed stock options with a fair value of approximately $207.5 million. The fair value of the common stock options was determined using a Black- Scholes option pricing model. There were also $28.8 million of direct transaction
costs related to the merger. Of the total purchase price, $3.5 million was allocated to property and equipment, $75.6 million was allocated to net assets acquired, excluding property and equipment, and the remainder was allocated to intangible
assets, including in-process research and development ($11.8 million), core technology ($7.9 million), trademarks ($2.0 million), assembled workforce ($5.4 million) and goodwill ($2.2 billion).



65



---

##### Table of Contents

SupplierMarket.com, Inc.



On August 28, 2000, the Company acquired SupplierMarket.com, Inc. (SupplierMarket), a provider of online
collaborative sourcing technologies. The acquisition was accounted for using the purchase method of accounting and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on
the acquisition date. Since August 28, 2000, the results of operations of SupplierMarket have been included in the Companys Consolidated Statements of Operations.



The total purchase price of approximately $605.8 million consisted of an exchange of 5,240,313 shares of the Companys
common stock with a fair value of $477.4 million and assumed stock options with a fair value of approximately $108.4 million. The fair value of the common stock options was determined using a Black-Scholes option pricing model. There were also $20.0
million of direct transaction costs related to the merger. Of the total purchase price, $3.1 million was allocated to property and equipment, $4.2 million was allocated to net assets acquired, excluding property and equipment, $124.6 million was
allocated to deferred compensation and the remainder was allocated to intangible assets, including in-process research and development ($14.6 million), core technology ($7.9 million), assembled workforce ($6.5 million) and goodwill ($444.9 million).



The Company recorded deferred stock-based compensation
associated with unvested stock options issued to employees in conjunction with the acquisition. This amount is included as a component of stockholders equity and is being amortized by charges to operations over the vesting period of the
options, consistent with the method described in FIN 28.



Goodex AG



On January 28, 2003, the Company
acquired Goodex AG (Goodex), a privately-held European sourcing services provider. The acquisition allows the Company to expand its sourcing services and to implement customers strategic sourcing business processes. The purchase
price of approximately $3.3 million consisted of a net cash payment totaling $2.2 million and $1.1 million of direct transaction costs related to the merger. Of the total purchase price, $465,000 was allocated to property and equipment, $1.0 million
to current assets and $3.0 million of liabilities assumed and the remainder, consisting principally of workforce in place, was allocated to goodwill ($4.8 million). As part of the merger agreement the Company incurred $750,000 of severance
costs that have been included as part of the $1.1 million of transaction costs. Pro forma financial information has been excluded as the information is considered immaterial.



Intellectual property agreement



In March 2000, the Company sold 5,142,858 shares of its common stock with a fair market value of $834.4 million to an
independent third party in connection with an intellectual property agreement. As part of the sale the Company received intellectual property and $47.5 million in cash. The intellectual property was valued at the difference between the fair market
value of the stock being exchanged and the cash received, which was $786.9 million. This amount is classified within other intangible assets and was being amortized over three years based on the terms of the related intellectual property
agreement.



Adoption of SFAS No. 142



As a result of its adoption of SFAS No. 142 on October 1, 2002, the Company
ceased amortization of goodwill. As of September 30, 2003, the Company had unamortized goodwill of approximately $181.0 million. Other intangible assets have been amortized on a straight-line basis over their total expected useful lives ranging from
two to three years. Other identifiable intangible assets which include covenants not-to-compete, core technology and an intellectual property agreement, were fully amortized over their remaining useful lives, all of which expired in the quarter
ended March 31, 2003.



66



---

##### Table of Contents

Amortization of other intangible assets was $117.5 million in fiscal year 2003, of which $4.0 million was
classified as cost of revenues. The amortization of goodwill and other intangible assets was $565.8 million in fiscal year 2002, of which $6.7 million was classified as cost of revenues and amortization of goodwill and other intangible assets was
$927.6 million in fiscal year 2001, of which $6.7 million was classified as cost of revenues.



The following table reconciles the reported net loss and basic and diluted net loss per share for the years ended September 30, 2003, 2002 and 2001 as if the provisions of SFAS No. 142 were in effect for all periods
(in thousands, except per share amounts):



|                                              |  |      |          |   |      |   |          |      |  |   |            |  
|--------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                              |  | 2003 |          |   | 2002 |   |          | 2001 | 
|Reported net loss                             |  | $    | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|Add back goodwill amortization                |  |      |         |   |      |   | 290,215  |      |  |   | 653,518    |  
|                                              |  |      |          |   |      |   |          |      |  |   |            |  
|Adjusted net loss                             |  | $    | (106,327 | ) |      | $ | (348,448 | )    |  | $ | (2,041,177 | )
|                                              |  |      |          |   |      |   |          |      |  |   |            |  
|                                              |  |      |         
|                                              |  | 2003 |          |   | 2002 |   |          | 2001 | 
|Reported basic and diluted net loss per share |  | $    | (0.40    | ) |      | $ | (2.47    | )    |  | $ | (11.02     | )
|Add back goodwill amortization                |  |      |         |   |      |   | 1.12     |      |  |   | 2.67       |  
|                                              |  |      |          |   |      |   |          |      |  |   |            |  
|Adjusted basic and diluted net loss per share |  | $    | (0.40    | ) |      | $ | (1.35    | )    |  | $ | (8.35      | )
|                                              |  |      |          |   |      |   |          |      |  |   |            |  



Upon adoption of SFAS
No. 142, the Company was required to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make any necessary reclassifications in order to conform to the new classification criteria in
SFAS No. 141 for recognition of intangible assets separate from goodwill. The Company was also required to reassess the useful lives and residual values of all intangible assets acquired, and make any necessary amortization period adjustments by the
end of the first interim period after adoption. On September 30, 2003, the Company completed a goodwill impairment test and was not required to record an impairment charge upon completion of the test. No changes were made to the estimated useful
lives or residual values of the intangible assets. The Company has no intangible assets with indefinite lives.



Impairment



During the second quarter of fiscal year 2001, the Company performed an impairment assessment of goodwill and identifiable intangible assets recorded in
connection with its various acquisitions. The assessment was performed primarily due to the significant decline in the Companys stock price, the net book value of assets significantly exceeding the Companys market capitalization, the
significant underperformance of the Tradex acquisition relative to projections and the overall decline in industry growth rates which indicated that this trend might continue for an indefinite period. As a result, the Company recorded a $1.4 billion
impairment charge in the quarter ended March 31, 2001 to reduce goodwill and other intangible assets associated with the Tradex acquisition to their estimated fair value. The estimate of fair value was based upon the discounted estimated cash flows
from the sale of the Marketplace Standard Edition product for the succeeding three years using a discount rate of 18% and an estimated terminal value. The assumptions supporting the estimated cash flows, including the discount rate and an estimated
terminal value, were based on managements estimates. The discount rate was based upon the weighted average cost of capital for comparable companies. Of the total write down, $1.3 million was applied to reduce trademarks to zero with the
balance applied to reduce goodwill to $4.7 million. The Company concluded the other remaining intangible assets, totaling approximately $8.5 million, and consisting principally of core technology acquired from Tradex were not impaired. The remaining
goodwill and identifiable intangible assets of Tradex were amortized using the straight-line method over their remaining useful lives, all of which expired in the quarter ended March 31, 2003.



During fiscal year 2001, the Company also determined that an intangible asset
recorded in connection with the issuance of a business partner warrant was impaired. The assessment was performed due to communications



67



---

##### Table of Contents

from the partner that the establishment of vertical marketplaces would significantly under perform original plans and estimated future cash flows were
determined to be zero. As a result, the Company determined that the carrying value of the intangible asset was not recoverable and recorded a $17.7 million charge to business partner warrant expense to write-off the remaining net book value of this
intangible asset. See Note 9 of Notes to Consolidated Financial Statements for additional information.



On January 29, 2001, the Company signed a definitive agreement to acquire Agile Software Corporation (Agile), a provider of collaborative
commerce solutions. However, Ariba and Agile mutually agreed to terminate their proposed merger without payment of any termination fees due to challenging economic and market conditions. The Company incurred costs related to the proposed acquisition
totaling $3.6 million related to financial advisor and other professional fees, which were all expensed during fiscal year 2001.



Note 5Income Taxes



Provision (benefit) for income taxes for the years ended September 30, 2003, 2002 and 2001 were comprised of the following (in thousands):



|        |  |         |       |   |          |   |       |  |   |       |  
|------- |  | ------- | ----- | - | -------- | - | ----- |  | - | ----- | -
|        |  | Current |       |   | Deferred |   | Total | 
|2003:   |  |         |       |   |          |   |       |  |   |       |  
|Federal |  | $       |      |   |          | $ |      |  | $ |      |  
|State   |  |         | 76    |   |          |   |      |  |   | 76    |  
|Foreign |  |         | (168  | ) |          |   |      |  |   | (168  | )
|        |  |         |       |   |          |   |       |  |   |       |  
|Total   |  | $       | (92   | ) |          | $ |      |  | $ | (92   | )
|        |  |         |       |   |          |   |       |  |   |       |  
|        |  |         |      
|2002:   |  |         |       |   |          |   |       |  |   |       |  
|Federal |  | $       |      |   |          | $ |      |  | $ |      |  
|State   |  |         | 250   |   |          |   |      |  |   | 250   |  
|Foreign |  |         | 2,534 |   |          |   |      |  |   | 2,534 |  
|        |  |         |       |   |          |   |       |  |   |       |  
|Total   |  | $       | 2,784 |   |          | $ |      |  | $ | 2,784 |  
|        |  |         |       |   |          |   |       |  |   |       |  
|2001:   |  |         |       |   |          |   |       |  |   |       |  
|Federal |  | $       |      |   |          | $ |      |  | $ |      |  
|State   |  |         | 550   |   |          |   |      |  |   | 550   |  
|Foreign |  |         | 7,158 |   |          |   |      |  |   | 7,158 |  
|        |  |         |       |   |          |   |       |  |   |       |  
|Total   |  | $       | 7,708 |   |          | $ |      |  | $ | 7,708 |  
|        |  |         |       |   |          |   |       |  |   |       |  



The Companys
loss before income taxes for the fiscal years ended September 30, 2003, 2002 and 2001 consisted of the following components (in thousands):



|                  |  |      |          |   |      |   |          |      |  |   |            |  
|----------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                  |  | 2003 |          |   | 2002 |   |          | 2001 | 
|Domestic          |  | $    | (164,850 | ) |      | $ | (614,177 | )    |  | $ | (2,600,606 | )
|Foreign           |  |      | 58,431   |   |      |   | (21,702  | )    |  |   | (86,381    | )
|                  |  |      |          |   |      |   |          |      |  |   |            |  
|Total pretax loss |  | $    | (106,419 | ) |      | $ | (635,879 | )    |  | $ | (2,686,987 | )
|                  |  |      |          |   |      |   |          |      |  |   |            |  



68



---

##### Table of Contents

The reconciliation between the amount computed by applying the U.S. federal statutory tax rate of 35% to
the loss before income taxes and actual income tax expense (benefit) for the years ended September 30, 2003, 2002 and 2001, is as follows (in thousands):



|                                                       |  |      |         |   |      |   |          |      |  |   |          |  
|------------------------------------------------------ |  | ---- | ------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                       |  | 2003 |         |   | 2002 |   |          | 2001 | 
|Computed tax benefit                                   |  | $    | (37,247 | ) |      | $ | (222,558 | )    |  | $ | (940,445 | )
|State taxes                                            |  |      | 76      |   |      |   | 250      |      |  |   | 550      |  
|Nondeductible goodwill                                 |  |      |        |   |      |   | 101,225  |      |  |   | 720,864  |  
|Nondeductible expenses                                 |  |      | 2,393   |   |      |   | 1,631    |      |  |   | 2,185    |  
|Foreign taxes                                          |  |      | (168    | ) |      |   | 2,534    |      |  |   | 7,158    |  
|Liquidation of foreign subsidiaries                    |  |      | 16,121  |   |      |   |         |      |  |   |         |  
|                                                       |  |      |         |   |      |   |          |      |  |   |          |  
|Net operating loss for which no benefit was recognized |  |      | 18,733  |   |      |   | 119,702  |      |  |   | 217,396  |  
|                                                       |  |      |         |   |      |   |          |      |  |   |          |  
|Total                                                  |  | $    | (92     | ) |      | $ | 2,784    |      |  | $ | 7,708    |  
|                                                       |  |      |         |   |      |   |          |      |  |   |          |  

The tax effects of temporary differences that give rise to significant portions of net deferred tax
assets as of September 30, 2003 and 2002 are as follows (in thousands):



Deferred Tax Assets



|                                                |  |      |          |   |      |   |          |  
|----------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                |  | 2003 |          |   | 2002 |  
|Accruals and allowances                         |  | $    | 327,696  |   |      | $ | 343,901  |  
|Depreciation and amortization                   |  |      | 36,825   |   |      |   | 26,155   |  
|Deferred start-up costs                         |  |      | 1,766    |   |      |   | 3,888    |  
|Credit carryforwards                            |  |      | 59,914   |   |      |   | 53,148   |  
|Net operating loss carryforwards                |  |      | 511,392  |   |      |   | 450,200  |  
|                                                |  |      |          |   |      |   |          |  
|Total gross deferred tax assets                 |  |      | 937,593  |   |      |   | 877,292  |  
|Valuation allowance                             |  |      | (937,593 | ) |      |   | (875,564 | )
|                                                |  |      |          |   |      |   |          |  
|Deferred tax assets, net of valuation allowance |  |      |         |   |      |   | 1,728    |  
|                                                |  |     
|Deferred Tax Liabilities                        |  |      |          |   |      |   |          |  
|Acquired intangibles                            |  |      |         |   |      |   | (1,728   | )
|                                                |  |      |          |   |      |   |          |  
|Net deferred tax assets                         |  | $    |         |   |      | $ |         |  
|                                                |  |      |          |   |      |   |          |  



The Company has
provided a valuation allowance due to the uncertainty of generating future profits that would allow for the realization of such deferred tax assets. The net increase in the total valuation allowance for the years ended September 30, 2003, 2002 and
2001 was approximately $62.0 million, $155.8 million and $548.0 million, respectively. Included in the net operating loss carryforwards is a tax benefit attributable to noncompensatory stock options of $300.5 million at September 30, 2003
which, when and if realized, will be recorded as a credit to additional paid-in capital.



As of September 30, 2003, the Company had net operating loss carryforwards for federal and state tax purposes of approximately $1.3 billion and $717.1 million, respectively. These federal and state carryforwards
expire in various years from fiscal 2010 through fiscal 2023 and from fiscal 2004 through fiscal 2013, respectively. The State of California has temporarily suspended the ability to utilize California net operating loss carryforwards for the 2003
tax year. The Company has research credit carryforwards for federal and state tax purpose of approximately $33.4 million and $24.5 million, respectively. If not utilized, the federal carryforwards will expire in various years from fiscal 2011
through fiscal 2023. The state research credit will carry forward indefinitely. The Company also has manufacturers credit carryforwards for state tax purposes of approximately $2.0 million, which will expire in various years from fiscal 2006
through fiscal 2011.



69



---

##### Table of Contents

The Internal Revenue Code of 1986, and applicable state tax laws, impose substantial restrictions on the
ability of the Company to utilize net operating losses and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. The Companys federal and state tax losses and tax
credit carryforwards incurred through that date of change are subject to an annual limitation.



Note 6Commitments and Contingencies



Leases



In March 2000,
the Company entered into a facility lease agreement for approximately 716,000 square feet in four office buildings and an amenities building in Sunnyvale, California for the Companys headquarters. The operating lease term commenced in phases
from January through April 2001 and ends on January 24, 2013. Minimum monthly lease payments are approximately $2.3 million and escalate annually with the total future minimum lease payments amounting to $314.6 million over the remaining lease term.
During fiscal years 2000 and 2001, the Company also contributed $80.0 million towards leasehold improvement costs of the facility and for the purchase of equipment and furniture, of which approximately $49.2 million was written off in fiscal 2001,
in connection with the abandonment of excess facilities.



Restructuring and lease abandonment costs



In
fiscal year 2001, the Company initiated a restructuring program to align its expense and revenue levels and to better position the Company for growth and profitability. As part of this program, the Company restructured its worldwide operations
including a worldwide reduction in workforce and the consolidation of excess facilities.



The following table details accrued restructuring liabilities and related restructuring activity through September 30, 2003 (in thousands):



|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  
|---------------------------------------------------- |  | -------------------- | ------- | - | --------------------- | - | ------- | ------------------- |  | - | ------- | - |  | - | ------- | -
|                                                     |  | Severanceandbenefits |         |   | Leaseabandonmentcosts |   |         | Leaseholdimpairment |  |   | Total   |  
|Accrued restructuring costs as of September 30, 2000 |  | $                    |        |   |                       | $ |        |                     |  | $ |        |   |  | $ |        |  
|Total charge to operating expense                    |  |                      | 17,493  |   |                       |   | 49,442  |                     |  |   | 66,647  |   |  |   | 133,582 |  
|Cash paid                                            |  |                      | (16,642 | ) |                       |   | (19,099 | )                   |  |   |        |   |  |   | (35,741 | )
|Asset impairments applied to asset balances          |  |                      |        |   |                       |   |        |                     |  |   | (66,647 | ) |  |   | (66,647 | )
|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2001 |  |                      | 851     |   |                       |   | 30,343  |                     |  |   |        |   |  |   | 31,194  |  
|Total charge to operating expense                    |  |                      | 4,605   |   |                       |   | 58,004  |                     |  |   |        |   |  |   | 62,609  |  
|Cash paid                                            |  |                      | (5,353  | ) |                       |   | (24,680 | )                   |  |   |        |   |  |   | (30,033 | )
|Reclassification of lessee deposits                  |  |                      |        |   |                       |   | (1,701  | )                   |  |   |        |   |  |   | (1,701  | )
|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2002 |  |                      | 103     |   |                       |   | 61,966  |                     |  |   |        |   |  |   | 62,069  |  
|Total charge to operating expense                    |  |                      |        |   |                       |   | 5,350   |                     |  |   |        |   |  |   | 5,350   |  
|Cash paid                                            |  |                      | (36     | ) |                       |   | (19,507 | )                   |  |   |        |   |  |   | (19,543 | )
|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  
|Accrued restructuring costs as of September 30, 2003 |  | $                    | 67      |   |                       | $ | 47,809  |                     |  |   |        |   |  |   | 47,876  |  
|Less: current portion                                |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   | 13,764  |  
|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  
|Accrued restructuring costs, less current portion    |  |                      |         |   |                       |   |         |                     |  |   |         |   |  | $ | 34,112  |  
|                                                     |  |                      |         |   |                       |   |         |                     |  |   |         |   |  |   |         |  



Worldwide workforce
reduction



Severance and benefits primarily included
involuntary termination and health benefits, outplacement costs and payroll taxes for sales and marketing, engineering and general and administrative personnel. The reduction of the worldwide workforce was completed during the third and fourth
quarters of fiscal year 2001 and in the first



70



---

##### Table of Contents

quarter of fiscal year 2002. The Company expects all remaining cash expenditures will be made during fiscal year 2004.



Consolidation of excess facilities



Lease abandonment costs incurred to date relate to the abandonment of leased
facilities in Mountain View and Sunnyvale, California, Tampa, Florida, Alpharetta, Georgia, Lisle, Illinois, Burlington, Massachusetts, Florham Park, New Jersey, Dallas, Texas, Hong Kong and Singapore. Total lease abandonment costs include the
impairment of leasehold improvements and remaining lease liabilities offset by estimated sublease income. The estimated net costs of abandoning these leased facilities, including remaining lease liabilities offset by estimated sublease income, were
based on market information trend analyses provided by a commercial real estate brokerage firm.



In the quarter ended June 30, 2002, the Company revised its original estimates and expectations for its corporate headquarters and field offices
disposition efforts. This revision was a result of changed estimates of sublease commencement dates and rental rate projections to reflect continued sharp declines in market conditions in the commercial real estate market in Northern California.
Based on these factors, and consultation with an independent appraisal firm, the Company recorded an additional charge to lease abandonment costs of $57.3 million in the quarter ended June 30, 2002.



In the quarter ended June 30, 2003, the Company revised its original
estimates and expectations for its corporate headquarters and field offices disposition efforts. This revision was a result of changed estimates of sublease commencement dates and rental rate projections to reflect continued declines in market
conditions in the commercial real estate market in Northern California. Based on these factors and consultation with an independent appraisal firm, the Company recorded an additional charge to lease abandonment costs of $5.4 million in the
quarter ended June 30, 2003.



As of September 30, 2003, $47.8
million of lease abandonment costs, net of anticipated sublease income of $206.2 million remains, accrued and is expected to be utilized by fiscal 2013. Actual sublease payments due to the Company under noncancelable subleases of excess facilities
totaled $67.3 million as of September 30, 2003, and the remainder of anticipated sublease income represents managements best estimates of amounts to be received under future subleases. Actual future cash requirements and lease abandonment
costs may differ materially from the accrual at September 30, 2003, particularly if actual sublease income is significantly different from current estimates. These differences could have a material adverse effect on the Companys operating
results and cash position. For example, as of September 30, 2003, a reduction in assumed market lease rates of $0.25 per square foot per month for the remaining term of the lease, with all other assumptions remaining the same, would increase the
estimated lease abandonment loss of the Companys Sunnyvale, California headquarters by approximately $7.8 million.



The Company leases certain equipment, software and its facilities under various noncancelable operating and capital leases with various expiration dates
through 2013. Gross operating rental expense was approximately $44.7 million, $47.0 million and $37.3 million for the years ended September 30, 2003, 2002 and 2001, respectively. Gross operating rental expense was reduced by sublease income of $13.7
million, $10.5 million and $2.0 million for the years ended September 30, 2003, 2002 and 2001, respectively.



71



---

##### Table of Contents

Future minimum lease payments and sublease income under noncancelable operating leases are as follows as
of September 30, 2003 (in thousands):



|                             |  |                 |         |                |   |       
|---------------------------- |  | --------------- | ------- | -------------- | - | ------
|Year Ending September 30,    |  | OperatingLeases |         | SubleaseIncome
|2004                         |  | $               | 37,188  |                | $ | 16,648
|2005                         |  |                 | 36,557  |                |   | 17,116
|2006                         |  |                 | 36,213  |                |   | 17,575
|2007                         |  |                 | 32,878  |                |   | 14,020
|2008                         |  |                 | 33,384  |                |   | 1,972 
|Thereafter                   |  |                 | 160,367 |                |   |      
|                             |  |                 |         |                |   |       
|Total minimum lease payments |  | $               | 336,587 |                | $ | 67,331
|                             |  |                 |         |                |   |       



As of September 30,
2003, operating lease payments shown above exclude any adjustment for future lease income due under noncancelable subleases of excess facilities for the fiscal years noted above. Of the total operating lease commitments as of September 30, 2003
noted above, $115.9 million is for occupied properties and $220.6 million is for abandoned properties, which are a component of the restructuring reserve. There were no capital leases as of September 30, 2003. Interest expense related to capital
lease obligations is immaterial for all periods presented.



As
of September 30, 2003, the Company had $28.8 million in standby letters of credit, which are cash collateralized. These instruments are issued by its banks in lieu of a cash security deposit required by landlords for domestic and international real
estate leases. The cash collateral is classified as restricted cash on the Companys consolidated balance sheets as of September 30, 2003.



Other arrangements



Other than the obligations identified above, the Company does not have commercial commitments under lines of credit, standby repurchase obligations or
other such debt arrangements. The Company has no off-balance sheet arrangements or transactions with unconsolidated limited purpose entities, nor does it have any undisclosed material transactions or commitments involving related persons or
entities. The Companys does not have any material noncancelable purchase commitments as of September 30, 2003.



Estimated Warranty Costs



The Company generally warrants its products to function in accordance with the documentation provided to customers for one year after sale. Minor defect
repairs or bug fixes are provided through patches or updates as part of support services delivered in normal course under maintenance agreements. To the extent that warranty claims require resources beyond those provided under maintenance support
agreements, the estimated costs of such claims are accrued as cost of sales in the period such claims are deemed probable and reasonably estimable. The table below reflects a summary of activity of the Companys continuing operations for
warranty obligations through September 30, 2003 (in thousands):



|                                              |  |   |        |  
|--------------------------------------------- |  | - | ------ | -
|Balance at September 30, 2002                 |  | $ | 3,454  |  
|Application/reduction of warranty obligations |  |   | (3,942 | )
|Provision/addition of warranty obligations    |  |   | 831    |  
|                                              |  |   |        |  
|Balance at September 30, 2003                 |  | $ | 343    |  
|                                              |  |   |        |  



72



---

##### Table of Contents

Litigation



IPO Class Action Litigation



Between March 20, 2001 and June 5, 2001, a number of purported shareholder class action complaints were filed in the United States District Court for
the Southern District of New York against the Company, certain of its former officers and directors and three of the underwriters of its initial public offering. These actions were purported to be brought on behalf of purchasers of the
Companys common stock in the period from June 23, 1999, the date of the Companys initial public offering, to December 23, 1999 (or in some cases, to December 5 or 6, 2000), and made certain claims under the federal securities laws,
including Sections 11 and 15 of the Securities Act of 1933, as amended (the Securities Act) and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) relating to the Companys
initial public offering.



On June 26, 2001, these actions were
consolidated into a single action bearing the title In re Ariba, Inc. Securities Litigation, 01 CIV 2359. On August 9, 2001, that consolidated action was further consolidated before a single judge with cases brought against additional issuers
(who numbered in excess of 300) and their underwriters that made similar allegations regarding the initial public offerings of those issuers. The latter consolidation was for purposes of pretrial motions and discovery only. On February 14, 2002, the
parties signed and filed a stipulation dismissing the consolidated action without prejudice against the Company and certain individual officers and directors, which the Court approved and entered as an order on March 1, 2002. On April 19, 2002,
the plaintiffs filed an amended complaint in which they dropped their claims against the Company and the individual officers and directors under Sections 11 and 15 of the Securities Act, but elected to proceed with their claims against such
defendants under Sections 10(b) and 20(a) of the Exchange Act.



The amended complaint alleges that the prospectus pursuant to which shares of common stock were sold in the Companys initial public offering, which was incorporated in a registration statement filed with the SEC, contained certain
false and misleading statements or omissions regarding the practices of the Companys underwriters with respect to their allocation to their customers of shares of common stock in the Companys initial public offering and their receipt of
commissions from those customers related to such allocations. The complaint further alleges that the underwriters provided positive analyst coverage of the Company after the initial public offering, which had the effect of manipulating the market
for the Companys stock. Plaintiffs contend that such statements and omissions from the prospectus and the alleged market manipulation by the underwriters through the use of analysts caused the Companys post-initial public offering stock
price to be artificially inflated. Plaintiffs seek compensatory damages in unspecified amounts as well as other relief.



On July 15, 2002, the Company and the officer and director defendants, along with other issuers and their related officer and director defendants, filed a
joint motion to dismiss based on common issues. On or around November 18, 2002, during the pendency of the motion to dismiss, the Court entered as an order a stipulation by which all of the individual defendants were dismissed from the case without
prejudice in return for executing a tolling agreement. On February 19, 2003, the Court rendered its decision on the motion to dismiss, granting a dismissal of the remaining Section 10(b) claim against the Company without prejudice. Plaintiffs have
indicated that they intend to file an amended complaint.



On
June 24, 2003, a Special Litigation Committee of the Board of Directors of the Company approved a Memorandum of Understanding (the MOU) reflecting a settlement in which the plaintiffs agreed to dismiss the case against the Company with
prejudice in return for the assignment by the Company of claims that the Company might have against its underwriters. No payment to the plaintiffs by the Company is required under the MOU. There can be no assurance that the MOU will result in a
formal settlement or that the Court will approve the settlement that the MOU sets forth. In the event that the MOU does not result in a formal settlement approved by the Court, the Company intends to defend against these claims vigorously. As of
September 30, 2003, no amount is accrued as a loss is not probable or estimable.



73



---

##### Table of Contents

Restatement Class Action Litigation



Beginning January 21, 2003, a number of purported shareholder class action complaints were filed in the United States
District Court for the Northern District of California against the Company and certain of its current and former officers and directors, all purporting to be brought on behalf of a class of purchasers of the Companys common stock in the period
from January 11, 2000 to January 15, 2003. The complaints bring claims under the federal securities laws, specifically Sections 10(b) and 20(a) of the Exchange Act, relating to the Companys announcement that the Company would restate certain
of its consolidated financial statements, and, in the case of two complaints, relating to the Companys acquisition activity and related accounting. Specifically, these actions allege that certain of the Companys prior consolidated
financial statements contained false and misleading statements or omissions relating to its failure to properly recognize expenses and other financial items, as reflected in the then proposed restatement. Plaintiffs contend that such statements or
omissions caused the Companys stock price to be artificially inflated. Plaintiffs seek compensatory damages as well as other relief.



In a series of orders issued by the Court in February and March, 2003, these cases were deemed related to each other and assigned to a single judge
sitting in San Jose. On July 11, 2003, following briefing and a hearing on related motions, the Court entered two orders that together (1) consolidated the related cases for all purposes into a single action captioned In re Ariba, Inc. Securities
Litigation, Case No. C-03-00277 JF, (2) appointed a lead plaintiff, and (3) approved the lead plaintiffs selection of counsel. On September 15, 2003, the lead plaintiff filed a Consolidated Amended Complaint, which restates the allegations
and claims described above and adds a claim pursuant to Section 14(a) of the Exchange Act, based on the allegation that the Company failed to disclose certain payments and executive compensation items in its January 24, 2002 Proxy Statement. On
November 17, 2003, defendants filed a motion to dismiss the action for failure to state a claim, which is currently scheduled to be heard by the Court on March 29, 2004. This case is still in its early stages. The Company intends to defend against
these claims vigorously. As of September 30, 2003, no amount is accrued as a loss is not probable or estimable.



Restatement Shareholder Derivative Litigation



Beginning January 27, 2003, several shareholder derivative actions were filed in the Superior Court of California for the County of Santa Clara against
certain of the Companys current and former officers and directors and against the Company as nominal defendant. These actions were filed by shareholders purporting to assert, on behalf of the Company, claims for breach of fiduciary duties,
aiding and abetting, violations of the California insider trading law, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, and contribution and indemnification. Specifically, the claims were based on the
Companys acquisition activity and related accounting implemented by the defendants, the alleged understatement of compensation expenses as reflected in the Companys then proposed restatement, the alleged insider trading by certain
defendants, the existence of the restatement class action litigation, in which the Company is alleged to be liable to defrauded investors, and the allegedly excessive compensation paid by the Company to one of its officers, as reflected in the
Companys then proposed restatement. The complaints sought the payment by the defendants to the Company of damages allegedly suffered by the Company, as well as other relief.



These actions were assigned to a single judge sitting in San Jose. On May 7, 2003 following briefing and hearing on related
motions, the court issued an order that (1) consolidated the cases for all purposes into a single action captioned In re Ariba, Inc. Shareholder Derivative Litigation, Lead Case No. CV 814325, and (2) appointed lead plaintiffs counsel.
Pursuant to that order, plaintiffs filed an amended consolidated derivative complaint on May 28, 2003. The amended consolidated complaint restates the allegations, causes of action and relief sought as pleaded in the original complaints, and adds
allegations relating to the Companys April 10, 2003 announcement of the restatement of certain financial statements and also adds a cause of action for breach of contract. On October 28, 2003, the Company filed a demurrer, joined by the
individual defendants, seeking dismissal of the action for failure to comply with applicable pre-litigation demand requirements. This demurrer is currently scheduled to be heard by the Court on December 16, 2003. This case is still in its early
stages. The



74



---

##### Table of Contents

Company intends to defend against these claims vigorously. As of September 30, 2003, no amount is accrued as a loss is not probable or estimable.



On March 7 and March 21, 2003, respectively, two shareholder derivative
actions were filed in the United States District Court for the Northern District of California against certain of the Companys current and former officers and directors and against the Company as nominal defendant. These actions were filed by
shareholders purporting to assert, on behalf of the Company, claims for violations of the Sarbanes-Oxley Act, violations of the California insider trading law, breach of fiduciary duties, misappropriation of information, abuse of control, gross
mismanagement, waste of corporate assets and unjust enrichment. Specifically, the claims were based on the Companys announcements that it intended to and/or had restated certain financial statements and on alleged insider trading by certain
defendants. The complaints sought the payment by the defendants to the Company of damages allegedly suffered by the Company, as well as other relief.



By orders issued by the Court on May 27 and June 23, 2003, these two derivative cases were deemed related to each other and to the securities class
actions pending before the same court as now consolidated into In re Ariba, Inc. Securities Litigation, Case No. C-03-00277 JF, and accordingly these two derivative actions were assigned to the same judge sitting in San Jose assigned to that
action. On June 23, 2003, following submission of a related stipulation of the parties, the Court issued an order that (1) consolidated the two derivative cases for all purposes into a single action captioned In re Ariba, Inc. Derivative
Litigation, Case No. C-03-02172 JF, and (2) appointed lead plaintiffs counsel. In accordance with that order, plaintiffs filed an amended consolidated derivative complaint on June 26, 2003. The amended consolidated complaint restates
the allegations, causes of action and relief sought as pleaded in the original complaints. On September 18, 2003, defendants filed a motion to dismiss or stay the action pending resolution of the parallel state court derivative litigation. Following
a hearing on this motion on November 10, 2003, the Court issued a ruling on November 13, 2003 denying the motion but granting defendants alternative request for a stay of the action in light of the related securities class action litigation.
Accordingly, this action is now stayed until the Court has determined the viability of the federal securities claim in the related action. This case is still in its early stages. The Company intends to defend against these claims vigorously. As of
September 30, 2003, no amount is accrued as a loss is not probable or estimable.



General



The Company is
also subject to various claims and legal actions arising in the ordinary course of business. One example is the Companys dispute with Softbank, which is discussed in Risk FactorsStrategic Relationships with Third Parties are
Important to Our Long-Term Success. As another example, on December 28, 2001, BCE Emergis, Inc., a distributor in Canada of certain of the Companys products, filed a lawsuit against the Company in the United States District Court
for the Northern District of California (No. 01-21221 PVT). Plaintiff seeks approximately $30.0 million dollars in alleged damages based on claims of breach of contract and promissory fraud/fraudulent concealment. Plaintiff alleges that the Company
breached the Strategic Alliance Master Agreement between the parties and committed fraud in connection with the Companys failure to provide specified software. The Company has counterclaimed against BCE Emergis. After a series of pleadings,
Court rulings and a mediation, the matter has not yet been resolved. A previously set trial date had been vacated by the Court due to a discovery dispute that was before the Ninth Circuit Court of Appeals. Those appellate proceedings have now ended
and the Company expects that a trial date will be set shortly. The Court has ordered a second mediation, which was originally scheduled for August 29, 2003, but did not occur as scheduled. The Company expects that the second mediation will occur
prior to trial, probably in January 2004. In January 2004, the Court will likely set a trial date for sometime in 2004. Although litigation is inherently uncertain, the Company believes that it has meritorious defenses to all claims in the lawsuit.



The Company has accrued for estimable and probable losses in
its consolidated financial statements for those matters where it believes that the likelihood that a loss has occurred is probable and the amount of loss is reasonably estimable. There can be no assurance that existing or future litigation arising
in the ordinary course of business or otherwise will not have a material adverse effect on the Companys business, consolidated financial



75



---

##### Table of Contents

position, results of operations or cash flows or that the amount of accrued losses is sufficient for any actual losses that may be incurred.



Indemnification



The Company sells software licenses and services to its customers under
contracts which the Company refers to as Software License and Service Agreements (each an SLSA). Each SLSA contains the relevant terms of the contractual arrangement with the customer, and generally includes certain provisions for
indemnifying the customer against losses, expenses, and liabilities from damages that may be incurred by or awarded against the customer in the event the Companys software or services are found to infringe upon a patent, copyright, trade
secret, trademark, or other proprietary right of a third party. The SLSA generally limits the scope of remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain product usage
limitations and geography-based scope limitations and a right to replace an infringing product or modify it to make it non-infringing. If the Company cannot address the infringement by replacing the product or services, or modifying the product or
services, the Company is allowed to cancel the license or services and return the fees paid by the customer. The Company requires its employees to sign a proprietary information and inventions assignment agreement, which assigns the rights in its
employees development work to the Company.



To date, the
Company has not had to reimburse any of its customers for any losses related to these indemnification provisions and no material claims are outstanding as of September 30, 2003. For several reasons, including the lack of prior indemnification claims
and the lack of a monetary liability limit for certain infringement cases under the SLSA, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions. There can be no assurance
that potential future payments will not have a material adverse effect on the Companys business, consolidated financial position results of operations or cash flows.



Note 7Minority Interests in Subsidiaries



In December 2000, the Companys consolidated subsidiary, Nihon Ariba K.K., issued and sold 38,000 shares, or
approximately 41% of its common stock, for cash consideration of approximately $40.0 million to Softbank, a Japanese corporation and its subsidiaries (collectively, Softbank). In April 2001, Nihon Ariba K.K. issued and sold an additional
2% of its common stock for cash consideration of approximately $4.0 million to third parties. Prior to the transactions, the Company held 100% of the equity of Nihon Ariba K.K. in the form of common stock. Nihon Ariba K.K.s operations consist
of the marketing, distribution, service and support of the Companys products in Japan. Under the terms of the agreement, Softbank has the right to resell Ariba products in the Japanese market.



As of September 30, 2003 and 2002, minority interest of approximately $17.1
million and $12.1 million, respectively, was recorded on the Consolidated Balance Sheets in order to reflect the share of the net assets of Nihon Ariba K.K. held by minority investors. For the year ended September 30, 2003, the Company recognized
approximately $3.6 million as the minority interests share of Nihon Ariba K.K.s income. For the years ended September 30, 2002 and 2001, the Company recognized $180,000 and $4.3 million, respectively, as the minority interests
share of Nihon Ariba K.K.s loss.



In April 2001, the
Companys consolidated subsidiary, Ariba Korea, Ltd., issued and sold 3,800 shares, or approximately 42% of its common stock, for cash consideration of approximately $8.0 million to Softbank. Prior to the transaction, the Company held 100% of
the equity of Ariba Korea, Ltd. in the form of common stock. Ariba Korea, Ltd.s operations consist of the marketing, distribution, service and support of the Companys products in Korea. Under the terms of the agreement, Softbank has the
right to resell Ariba products in the Korean market.



76



---

##### Table of Contents

Minority interest of $2.9 million was recorded on each of the Consolidated Balance Sheets as of
September 30, 2003 and 2002, in order to reflect the share of the net assets of Ariba Korea, Ltd. held by minority investors. The Company also recognized approximately $123,000, $106,000 and $370,000 as the minority interests share of the
Ariba Korea, Ltd. loss for the years ended September 30, 2003, 2002 and 2001, respectively.



Note 8Segment Information



The Company follows SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which establishes standards for reporting information about operating segments. Operating segments are defined as components of an
enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.



The Company has one operating segment, enterprise spend management solutions.
The Company markets its products in the United States and in foreign countries through its direct sales force and indirect sales channels. The Companys chief operating decision maker evaluates resource allocation decisions and the performance
of the Company based upon revenue recorded in geographic regions and does not receive financial information about expense allocations on a disaggregated basis.



Information regarding revenue for the years ended September 30, 2003, 2002 and 2001, and long-lived assets in geographic areas as of September 30, 2003
and 2002, is as follows (in thousands):



|                    |  |                          |         |      |   |         |  |   |        
|------------------- |  | ------------------------ | ------- | ---- | - | ------- |  | - | -------
|                    |  | Year Ended September 30,
|                    |  | 2003                     |         | 2002 |   | 2001   
|Revenues:           |  |                          |         |      |   |         |  |   |        
|United States       |  | $                        | 161,337 |      | $ | 156,352 |  | $ | 290,413
|Japan               |  |                          | 27,779  |      |   | 24,721  |  |   | 17,792 
|Other International |  |                          | 47,582  |      |   | 48,730  |  |   | 91,605 
|                    |  |                          |         |      |   |         |  |   |        
|Total               |  | $                        | 236,698 |      | $ | 229,803 |  | $ | 399,810
|                    |  |                          |         |      |   |         |  |   |        



|                   |  |               |        |      |   |       
|------------------ |  | ------------- | ------ | ---- | - | ------
|                   |  | September 30,
|                   |  | 2003          |        | 2002
|Long-Lived Assets: |  |               |        |      |   |       
|United States      |  | $             | 20,193 |      | $ | 28,102
|International      |  |               | 2,154  |      |   | 2,156 
|                   |  |               |        |      |   |       
|Total              |  | $             | 22,347 |      | $ | 30,258
|                   |  |               |        |      |   |       



Revenues are
attributed to countries based on the location of the Companys customers. The Companys international revenues were derived from sales in Europe, Canada, Asia, Australia and Latin America. The Company had net liabilities of $6.0 million
and $67.9 million related to its international locations as of September 30, 2003 and 2002.



Note 9Stockholders Equity



Common Stock Repurchase Program



On October 22, 2002, the Company announced that its Board of Directors authorized the repurchase of up to $50 million of its currently outstanding common stock to reduce the dilutive effect of its stock option and stock purchase plans.
Stock purchases under the common stock repurchase program may be made periodically in the open market based on market conditions. To date there have been no stock repurchases under this program.



77



---

##### Table of Contents

Warrants



In March 2000, in connection with a sales and marketing alliance agreement with a third party, the Company issued an unvested warrant to purchase up to
3,428,572 shares of the Companys common stock at an exercise price of $87.50 per share. Of the total shares underlying the warrant, 2,828,572 shares have expired unexercised and 600,000 shares remain unvested as of September 30, 2003. These
unvested shares, if they remain unvested, will expire on a quarterly basis through March 2005. The business partner can partially vest in this warrant each quarter upon attainment of certain periodic milestones related to revenue targets. The
warrant generally expires as to any earned or earnable portion when the milestone period expires or eighteen months after the specific milestone is met. During the years ended September 30, 2003 and 2002, the business partner did not vest in any
shares of this warrant and no business partner warrant expense was recorded for those years. A total of $8.5 million of business partner warrant expense was recorded for the year ended September 30, 2001, of which $2.7 million was recorded as a
reduction of revenues in accordance with EITF No. 01-9. No amounts related to the unvested warrants are reflected in the accompanying consolidated financial statements.



In April 2000, the Company entered into an agreement with a third party as part of the Companys vertical industry
strategy to obtain a major partner in the financial services industry. In connection with the agreement, the Company issued warrants to purchase up to 6,776,000 shares of the Companys common stock at an exercise price based on the ten-day
average of the Companys stock price prior to the vesting date. Upon signing of this agreement, warrants for 1,936,000 shares of the Companys common stock with a fair value of $56.2 million were immediately vested. The remaining warrants
vest upon attainment of certain milestones related to contingent revenues (gainshare) to be received by the Company under the terms of a related agreement. The warrants generally expire when the milestone period expires or one year after the
specific milestone is met. The agreement provided that the Company would receive $25.0 million in guaranteed gainshare to be paid over a period of two years which the Company determined to represent partial payment for the vested warrants rather
than revenue. Accordingly, $31.2 million, representing the fair value of the vested warrants less the guaranteed gainshare was recorded as an intangible asset related to the strategic relationship, to be amortized over the three year term of the
agreement. During the third quarter of fiscal year 2001, the Company determined that the carrying value of the intangible asset was impaired since performance under the agreement was substantially less than expected, and wrote off the remaining net
book value of $17.7 million to business partner warrant expense. The guaranteed gainshare of $25.0 million was recorded as a receivable in Other Current Assets. A total of $7.9 million of business partner warrant expense related to this
agreement was recorded for the year ended September 30, 2001, of which $3.6 million was recorded as a reduction of revenues in accordance with EITF No. 01-9. During the quarter ended March 31, 2002, the obligation to pay the outstanding balance of
$20.0 million guaranteed gainshare was settled for a cash payment of $15.0 million received in the quarter ended June 30, 2002 and the cancellation of the remaining unvested warrants to purchase 4,840,000 shares of the Companys common stock.
As a result, the Company recorded a charge of $5.6 million representing the uncollected receivable and related settlement costs as business partner warrant expense during the quarter ended March 31, 2002.



Deferred Stock-Based Compensation



The Company recorded deferred stock-based compensation totaling
approximately $263.7 million from inception through September 30, 2003. Of this amount, $38.4 million related to the issuance of stock options prior to the Companys initial public offering in June 1999 and $71.0 million and $124.6 million
related to the acquisitions of TradingDynamics, Inc. and SupplierMarket.com, Inc., respectively, each consummated in fiscal year 2000. These amounts are amortized in accordance with FIN 28 over the vesting period of the individual options and
restricted common stock, generally between two to five years.



During the years ended September 30, 2003, 2002 and 2001, the Company recorded $2.2 million, $14.8 million and $61.1 million of stock-based compensation expense, respectively. As of September 30, 2003, the Company had an aggregate of
approximately $314,000 of deferred stock-based compensation remaining to be amortized.



78



---

##### Table of Contents

1996 Stock Plan



The Companys 1996 Stock Plan (1996 Stock Plan), in effect until the Companys initial public
offering, authorized the granting of incentive and nonstatutory common stock options to employees, directors, and consultants at exercise prices no less than 100% and 85%, respectively, of the fair market value of the common stock on the grant date,
as determined by the Board of Directors. Stock options generally vest 25% after one year of service and thereafter ratably over 36 months of service and generally have a term of ten years. The 1996 Stock Plan also allowed for exercise of unvested
options. Shares of common stock issued to employees upon exercise of unvested options were subject to repurchase by the Company at the original exercise price. The Companys ability to repurchase these shares expired at a rate consistent with
the vesting schedule of each option. As of September 30, 2003, no shares of common stock that had been issued upon the exercise of unvested options were subject to repurchase under the 1996 Stock Plan. Options that expire under the 1996 Stock Plan
will be available for future grants under the 1999 Equity Incentive Plan. As no options could be granted out of the 1996 Stock Plan after the Companys initial public offering, there were no shares available for option grants under the 1996
Stock Plan at September 30, 2003.



1999 Equity Incentive
Plan



The Companys Board of Directors approved the
1999 Equity Incentive Plan (Incentive Plan) on April 20, 1999. The Incentive Plan was amended on October 4, 2001. Under the Incentive Plan, 9,600,000 shares were initially reserved for issuance. In addition, any shares not issued under
the 1996 Stock Plan and any shares repurchased pursuant to the 1996 Stock Plan will also be available for grant under the Incentive Plan. The number of shares reserved under the Incentive Plan automatically increases annually on January 1 each year
until 2005 by the lesser of 20,000,000 shares or 5% of the total number of shares of common stock outstanding on that date. Under the Incentive Plan, eligible employees, outside directors, and consultants may be granted stock options, stock
appreciation rights, restricted shares, and stock units. The exercise price for incentive stock options and nonstatutory options may not be less than 100% and 85%, respectively, of the fair value of common stock at the option grant date. As of
September 30, 2003, 71,841,355 shares of common stock have been reserved for issuance (including shares transferred over from the 1996 Stock Plan since June 22, 1999) and 23,500,988 shares are available for grant under the Incentive Plan.



1999 Directors Stock Option Plan



The Companys Board of Directors adopted the 1999 Directors Stock
Option Plan (Directors Plan) on April 20, 1999, under which 2,000,000 shares were reserved for issuance. The Directors Plan was amended in May 2000 and in July 2002. Each non-employee director receives an option to purchase 75,000 shares
of common stock upon joining the Board of Directors (Initial Grant). In addition, each non-employee director receives an option to purchase 15,000 shares of common stock (Annual Grant) upon the conclusion of each regular
annual meeting of the Companys stockholders, provided such director will continue serving as a member of the Board thereafter. However, Annual Grants are not granted to non-employee directors in the same calendar year in which they receive an
Initial Grant. Each option has an exercise price equal to the fair value of the common stock on the grant date. As of September 30, 2003, options to purchase 475,000 shares of common stock have been granted under the Directors Plan, of which 410,000
are outstanding, and 1,590,000 shares are available for future issuance.



Employee Stock Purchase Plan



The Companys Board of Directors adopted the Employee Stock Purchase Plan (Purchase Plan) on April 20, 1999 under which 16,000,000 shares were reserved for issuance. The number of shares reserved under the Purchase
Plan automatically increases on January 31 each year until 2005 by the lesser of 3,000,000 shares or 2% of the total number of shares of common stock outstanding on that date. Under the Purchase Plan, eligible employees may purchase common stock in
an amount not to exceed 15% of the employees cash compensation.



79



---

##### Table of Contents

The purchase price per share equals 85% of the common stocks fair value at the lower of certain plan defined dates. As of September 30, 2003 there have
been 8,432,144 shares issued under the Purchase Plan and 19,567,856 shares are available for future issuance.



The Company has, in connection with the acquisitions of TradingDynamics, Tradex and SupplierMarket, assumed the stock option plans of each acquired
company.



TradingDynamics Stock Plans



On January 20, 2000, the Company assumed the TradingDynamics 1998 Stock Plan
and 1999 Stock Plan (TradingDynamics Plans). The TradingDynamics Plans were not approved by the Companys stockholders. The TradingDynamics Plans provided for the grant of incentive stock options to employees at no less than 100% of
the fair market value of the common stock on the date of grant as determined by the Board of Directors; and nonstatutory stock options to employees and consultants at no less than par value on the date of grant as determined by the Board of
Directors. Generally, options granted were immediately exercisable and the resulting shares issued to optionees under the TradingDynamics Plans were subject to certain repurchase rights, also assumed by the Company. As of September 30, 2003, there
were no shares of the Companys common stock issued pursuant to the TradingDynamics Plans that were subject to repurchase by the Company. Options expire no later than ten years from the date of grant. A total of 2,086,119 shares of the
Companys common stock are reserved for issuance upon the exercise of stock options assumed in connection with the acquisition of TradingDynamics and upon exercise of options granted subsequent to the acquisition of TradingDynamics by the
Company under the TradingDynamics Plans.



Tradex Stock Plans



On March 8, 2000, the Company assumed the Tradex 1997
Employee Stock Option Plan and 1999 Employee Stock Option/Stock Issuance Plan (Tradex Plans). The Tradex Plans were not approved by the Companys stockholders. The Tradex Plans provided for the grant of incentive stock options to
employees, and nonstatutory stock options and grants of shares of common stock to employees, board members and consultants at prices less than, equal to, or greater than the fair market value of the common stock on the date of grant as determined by
the Board of Directors. Generally, options granted were immediately exercisable and the resulting shares issued to optionees under the Tradex Plans were subject to certain repurchase rights, also assumed by the Company. As of September 30, 2003, no
shares of the Companys common stock issued pursuant to the Tradex Plans were subject to repurchase by the Company. Options expire no later than ten years from the date of grant. A total of 2,249,658 shares of the Companys common stock
are reserved for issuance upon the exercise of stock options assumed in connection with the acquisition of Tradex and upon the exercise of options granted subsequent to the acquisition of Tradex by the Company under the Tradex Plans.



SupplierMarket Stock Plan



On August 28, 2000, the Company assumed the SupplierMarket 1999 Stock Option
Plan (SupplierMarket Plan). The SupplierMarket Plan was not approved by the Companys stockholders. The SupplierMarket Plan provided for the grant of incentive stock options to employees, and nonstatutory stock options to employees
and consultants at prices at no less than par value of the common stock on the date of grant as determined by the Board of Directors. Under the SupplierMarket Plan, options generally vest over a 48-month period at the rate of 12.5% of the grant
after six months of service and one forty-eighth of the grant per month thereafter. Options expire no later than ten years from the date of grant. A total of 2,472,690 shares of the Companys common stock are reserved for issuance upon the
exercise of stock options assumed in connection with the acquisition of SupplierMarket and upon the exercise of options granted subsequent to the acquisition of SupplierMarket by the Company under the SupplierMarket Plan.



80



---

##### Table of Contents

A summary of the status of the Companys stock options as of September 30, 2003, 2002 and 2001 and
changes during the years ended on those dates is presented below:



|                                                       |  |                           |   |      |                                  |      |                  |             |   |                                  |   |                  |  |             |                                  |  |   |      
|------------------------------------------------------ |  | ------------------------- | - | ---- | -------------------------------- | ---- | ---------------- | ----------- | - | -------------------------------- | - | ---------------- |  | ----------- | -------------------------------- |  | - | -----
|                                                       |  | Years Ended September 30,
|                                                       |  | 2003                      |   | 2002 |                                  | 2001
|                                                       |  | Number ofOptions          |   |      | Weighted- Average Exercise Price |      | Number ofOptions |             |   | Weighted- Average Exercise Price |   | Number ofOptions |  |             | Weighted- Average Exercise Price
|Outstanding at beginning of year                       |  | 43,759,174                |   |      | $                                | 3.87 |                  | 25,028,869  |   |                                  | $ | 8.20             |  | 46,889,463  |                                  |  | $ | 28.69
|Granted                                                |  | 12,838,250                |   |      | $                                | 2.76 |                  | 32,096,422  |   |                                  |   | 3.17             |  | 22,964,662  |                                  |  |   | 17.35
|Exercised                                              |  | (2,216,252                | ) |      | $                                | 1.51 |                  | (3,000,343  | ) |                                  |   | 1.71             |  | (8,161,098  | )                                |  |   | 2.60 
|Forfeited                                              |  | (6,670,475                | ) |      | $                                | 5.24 |                  | (10,365,774 | ) |                                  |   | 12.79            |  | (36,664,158 | )                                |  |   | 41.38
|                                                       |  |                           |   |      |                                  |      |                  |             |   |                                  |   |                  |  |             |                                  |  |   |      
|Outstanding at end of year                             |  | 47,710,697                |   |      | $                                | 3.46 |                  | 43,759,174  |   |                                  | $ | 3.87             |  | 25,028,869  |                                  |  | $ | 8.20 
|                                                       |  |                           |   |      |                                  |      |                  |             |   |                                  |   |                  |  |             |                                  |  |   |      
|Exercisable at end of year                             |  | 25,435,799                |   |      | $                                | 3.71 |                  | 19,416,863  |   |                                  | $ | 4.02             |  | 8,881,862   |                                  |  | $ | 13.14
|                                                       |  |                           |   |      |                                  |      |                  |             |   |                                  |   |                  |  |             |                                  |  |   |      
|                                                       |  |                           |   |      |                                  |     
|                                                       |  | Number ofOptions          |   |      | Weighted- AverageFairValue       |      | Number ofOptions |             |   | Weighted- AverageFairValue       |   | Number ofOptions |  |             | Weighted- AverageFairValue      
|Options granted during the year at market              |  | 12,757,250                |   |      | $                                | 2.16 |                  | 24,671,922  |   |                                  | $ | 1.82             |  | 22,737,662  |                                  |  | $ | 13.11
|Options granted during the year at less than market    |  |                          |   |      |                                  |     |                  | 70,000      |   |                                  | $ | 4.02             |  | 195,000     |                                  |  | $ | 2.06 
|Options granted during the year at greater than market |  | 81,000                    |   |      | $                                | 2.33 |                  | 7,354,500   |   |                                  | $ | 1.37             |  | 32,000      |                                  |  | $ | 34.59



The following table
summarizes information about stock options outstanding as of September 30, 2003:



|                         |  |                   |  |                                                    |  |                                |      |                   |            |                               |   |     
|------------------------ |  | ----------------- |  | -------------------------------------------------- |  | ------------------------------ | ---- | ----------------- | ---------- | ----------------------------- | - | ----
|                         |  | Outstanding       |  | Exercisable                                       
|Range of Exercise Prices |  | Number of Options |  | Weighted-AverageRemaining Contractual Life (years) |  | Weighted- AverageExercisePrice |      | Number of Options |            | Weighted-AverageExercisePrice
|$0.002$1.93             |  | 5,582,395         |  | 5.62                                               |  | $                              | 0.77 |                   | 4,912,856  |                               | $ | 0.72
|$2.00$2.50              |  | 5,513,079         |  | 8.34                                               |  | $                              | 2.20 |                   | 2,483,725  |                               | $ | 2.20
|$2.51$2.70              |  | 990,916           |  | 9.19                                               |  | $                              | 2.63 |                   | 141,954    |                               | $ | 2.60
|$2.72$2.77              |  | 7,373,194         |  | 9.37                                               |  | $                              | 2.77 |                   | 1,013,624  |                               | $ | 2.77
|$2.80$2.97              |  | 2,733,762         |  | 9.32                                               |  | $                              | 2.86 |                   | 519,895    |                               | $ | 2.86
|$3.00$3.00              |  | 7,455,184         |  | 7.93                                               |  | $                              | 3.00 |                   | 5,053,317  |                               | $ | 3.00
|$3.09$3.75              |  | 3,504,377         |  | 8.87                                               |  | $                              | 3.25 |                   | 927,930    |                               | $ | 3.25
|$4.01$4.02              |  | 6,223,947         |  | 8.17                                               |  | $                              | 4.02 |                   | 5,050,454  |                               | $ | 4.02
|$4.04$4.30              |  | 2,141,935         |  | 8.35                                               |  | $                              | 4.30 |                   | 869,738    |                               | $ | 4.30
|$4.33$136.13            |  | 6,191,908         |  | 7.32                                               |  | $                              | 8.03 |                   | 4,462,306  |                               | $ | 8.62
|                         |  |                   |  |                                                    |  |                                |      |                   |            |                               |   |     
|$0.002$136.13           |  | 47,710,697        |  | 8.07                                               |  | $                              | 3.46 |                   | 25,435,799 |                               | $ | 3.71
|                         |  |                   |  |                                                    |  |                                |      |                   |            |                               |   |     



81



---

##### Table of Contents

The fair value for the options granted during the years ended September 30, 2003, 2002 and 2001 was
estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions:



|                          |  |                          |   |  |      |   |  |      |  
|------------------------- |  | ------------------------ | - |  | ---- | - |  | ---- | -
|                          |  | Year Ended September 30, |  
|                          |  | 2003                     |   |  | 2002 |   |  | 2001 |  
|Risk-free interest rate   |  | 1.90                     | % |  | 1.78 | % |  | 2.97 | %
|Expected lives (in years) |  | 2.5                      |   |  | 2.2  |   |  | 1.5  |  
|Dividend yield            |  | 0.0                      | % |  | 0.0  | % |  | 0.0  | %
|Expected volatility       |  | 105                      | % |  | 115  | % |  | 119  | %



To comply with the pro
forma reporting requirements of SFAS No. 123, compensation cost is also estimated for the fair value of future employee stock purchase plan issuances which is included in the pro forma totals in Note 1 of Notes to Consolidated Financial Statements.
The fair value of purchase rights granted under the Purchase Plan is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions and resulting in the weighted-average fair value:



|                            |  |                          |      |   |      |   |      |      |  |   |      |  
|--------------------------- |  | ------------------------ | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                            |  | Year Ended September 30, |     
|                            |  | 2003                     |      |   | 2002 |   |      | 2001 | 
|Risk-free interest rate     |  |                          | 1.01 | % |      |   | 1.51 | %    |  |   | 2.31 | %
|Expected lives (in years)   |  |                          | 0.5  |   |      |   | 0.5  |      |  |   | 0.5  |  
|Dividend yield              |  |                          | 0.0  | % |      |   | 0.0  | %    |  |   | 0.0  | %
|Expected volatility         |  |                          | 74   | % |      |   | 96   | %    |  |   | 123  | %
|Weighted-average fair value |  | $                        | 1.19 |   |      | $ | 2.02 |      |  | $ | 6.92 |  



Note 10Net Loss Per Share



The following table presents the calculation of basic and
diluted net loss per common share (in thousands, except per share data):



|                                                                                    |  |                          |          |   |      |   |          |      |  |   |            |  
|----------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                                                                    |  | Year Ended September 30, |         
|                                                                                    |  | 2002                     |          |   | 2002 |   |          | 2001 | 
|Net loss                                                                            |  | $                        | (106,327 | ) |      | $ | (638,663 | )    |  | $ | (2,694,695 | )
|                                                                                    |  |                          |          |   |      |   |          |      |  |   |            |  
|Weighted average shares outstanding                                                 |  |                          | 267,757  |   |      |   | 263,830  |      |  |   | 254,666    |  
|Weighted average common shares issued subject to repurchase agreement               |  |                          | (1,473   | ) |      |   | (4,788   | )    |  |   | (7,892     | )
|Weighted average shares held in escrow related to acquisitions                      |  |                          |         |   |      |   |         |      |  |   | (2,160     | )
|                                                                                    |  |                          |          |   |      |   |          |      |  |   |            |  
|Weighted average shares used in computation of net loss per sharebasic and diluted |  |                          | 266,284  |   |      |   | 259,042  |      |  |   | 244,614    |  
|                                                                                    |  |                          |          |   |      |   |          |      |  |   |            |  
|Basic and diluted loss per share                                                    |  | $                        | (0.40    | ) |      | $ | (2.47    | )    |  | $ | (11.02     | )
|                                                                                    |  |                          |          |   |      |   |          |      |  |   |            |  



At September 30, 2003,
2002 and 2001, 48,494,730, 46,749,336 and 33,210,370 potential common shares, respectively, are excluded from the determination of diluted net loss per share, as the effect of such shares is anti-dilutive. Further, the potential common shares for
the years ended September 30, 2003, 2002 and 2001 exclude 600,000, 1,200,000 and 12,086,246 shares, respectively, which would be issuable under certain warrants contingent upon completion of certain milestones.



The weighted average repurchase price of unvested stock was $0.00, $0.16 and
$0.27 for the years ended September 30, 2003, 2002 and 2001, respectively. The weighted average exercise price of warrants outstanding was $87.50 for each of the years ended September 30, 2003 and 2002. The weighted average exercise price of
warrants outstanding was $91.69 for the year ended September 30, 2001.



82



---

##### Table of Contents

Note 11Related Party Transactions



In the first and third quarters of fiscal 2001, the Company sold approximately 41% of its consolidated subsidiary, Nihon
Ariba K.K. and approximately 42% of its consolidated subsidiary, Ariba Korea, Ltd., respectively, to Softbank, a Japanese corporation and its subsidiaries (collectively, Softbank). An affiliate of Softbank also received the right to
distribute Ariba products from these subsidiaries in their respective jurisdictions.



From April through December 2001, the Chief Executive Officer of Softbank was a member of the Companys Board of Directors. Related to transactions with Softbank, the Company recorded revenue of
$23.8 million, $19.1 million and $6.9 million for the years ended September 30, 2003, 2002 and 2001, respectively. See Note 12 of Notes to Consolidated Financial Statements for additional information. .



During fiscal year 2001, Keith Krach, the Companys then-chairman and
co-founder, was deemed to have contributed $4.0 million to the Company in connection with a loan of $4.0 million in cash by an entity controlled by him to Robert Calderoni in connection with his hiring as the Companys chief financial officer.
Because the Company is not the beneficiary of the loan and would not receive any cash upon repayment of the loan, the Company recorded the principal amount of this loan as compensation expense in fiscal year 2001. The loan from Mr. Krach is expected
to be forgiven in annual installments over four years. The Company entered into an agreement with Mr. Calderoni pursuant to which he is entitled to receive annual cash payments from the Company to compensate him for income tax incurred as a result
of such forgiveness and payments. As a result, the Company incurred $5.0 million and $1.2 million in additional compensation expense in fiscal years 2002 and 2001, respectively. In addition, during fiscal year 2001, Mr. Krach was deemed to have
contributed $11.1 million to the Company in connection with a cash payment and chartered air travel services provided by him to Larry Mueller, the Companys president and chief operating officer at the time of the payment. These amounts have
been recorded as capital contributions in accordance with Interpretation No. 1 of APB No. 25 and SEC Staff Accounting Bulletin, Topic 5T and charged to compensation expense within sales and marketing in the Companys consolidated financial
statements as of and for the year ended September 30, 2001.



The Company entered into an agreement with an executive officer in October 2001 which provides for an unsecured loan from the Company in the amount of $1,500,000. The principal amount of the loan becomes payable in full immediately after
the individuals employment with the Company terminates for any reason other than a termination by the Company without cause. Further, the agreement provides that the loan will be forgiven over three years based on continued service.



The Company entered into an agreement with another executive
officer in April 2002 which provides for two unsecured loans from the Company, the first in the amount of $600,000 and the second in the amount of $400,000. The principal amount of the loans becomes immediately payable in full if the
individuals employment with the Company terminates. The agreement provides that the principal amounts will be forgiven over three years based on continued service.



The Company recorded the principal amounts of these loans as operating expense in fiscal year 2002 based upon its assessment
that recoverability of the loans in the event of the employees termination prior to the expiration of the related forgiveness periods was remote.



Note 12Subsequent Events



Softbank Relationship



The Companys strategic relationship with Softbank has not performed to its expectations, and in June 2003, the Company commenced an arbitration
proceeding against Softbank for failing to meet contractual revenue commitments. In response, Softbank filed a counter-demand alleging breach of fiduciary duty, breach of the implied covenant of good faith and fair dealing and fraud related to both
the Companys Japanese and Korean subsidiaries. In November 2003, the arbitration panel dismissed the Korea related claims on jurisdictional



83



---

##### Table of Contents

grounds and entered an interim award requiring Softbank to make a $26.6 million payment, which includes interest, and to make future payment commitments on
an interim basis. These interim payments may only be used for the purpose of conducting Nihon Aribas business and will be subject to the final award of the arbitration panel, which may require repayment of the interim payments. Pending
completion of the arbitration proceeding or additional rulings regarding the disposition of the interim award proceeds, these funds have been recorded as an increase to restricted cash and a current liability.



Goodex Warrants



In connection with the purchase of Goodex in January 2003, the Company
issued a warrant to purchase 500,000 shares of Company common stock at an exercise price of $3.13 per share, vesting of which was contingent upon achievement of certain revenue milestones through December 31, 2003. As of December 31, 2003,
the warrant had not vested and the possibility of its vesting ceases. The warrant will expire unexercised on July 24, 2004.



Business Combinations



On January 13, 2004, the Company completed the acquisition of Alliente, Inc. (Alliente), a privately held company headquartered in Colorado
Springs, Colorado. Alliente provides procurement outsourcing services to companies using technology licensed from Ariba. The total purchase price is estimated at approximately $10 million consisting of cash payments of $9 million and approximately
$1 million of assumed liabilities.



On January 23,
2004, the Company announced a definitive agreement (the Agreement) to acquire FreeMarkets, Inc. (FreeMarkets), a publicly held company headquartered in Pittsburgh, Pennsylvania. FreeMarkets provides companies with software,
services and information for global supply management. Under the terms of the Agreement, stockholders of FreeMarkets will receive 2.25 shares of the Companys common stock and $2.00 cash for each outstanding share of FreeMarkets common stock.
The transaction is subject to customary closing conditions, including regulatory review and approval by the stockholders of each company, and is expected to close in the latter part of the Companys third fiscal quarter.



84



---

##### Table of Contents

Note 13Supplementary Quarterly Data (Unaudited)



|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|----------------------------------------------------------------------------- |  | -------------------------------------- | ------- | - | ------------- | - | ------- | -------------- |  | - | ------------- | - |  | - | ------- | -
|                                                                              |  | Fiscal Year 2003 For the Quarter Ended |        
|                                                                              |  | Sep. 30, 2003                          |         |   | June 30, 2003 |   |         | March 31, 2003 |  |   | Dec. 31, 2002 |  
|Revenues:                                                                     |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|License                                                                       |  | $                                      | 23,580  |   |               | $ | 21,288  |                |  | $ | 27,749        |   |  | $ | 30,449  |  
|Maintenance and service                                                       |  |                                        | 35,552  |   |               |   | 35,275  |                |  |   | 31,525        |   |  |   | 31,280  |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Total revenues                                                                |  |                                        | 59,132  |   |               |   | 56,563  |                |  |   | 59,274        |   |  |   | 61,729  |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Cost of revenues:                                                             |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|License                                                                       |  |                                        | 856     |   |               |   | 1,784   |                |  |   | 1,130         |   |  |   | 749     |  
|Maintenance and service                                                       |  |                                        | 11,547  |   |               |   | 11,889  |                |  |   | 11,916        |   |  |   | 10,137  |  
|Amortization of acquired core technology                                      |  |                                        |        |   |               |   |        |                |  |   | 1,163         |   |  |   | 2,837   |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Total cost of revenues                                                        |  |                                        | 12,403  |   |               |   | 13,673  |                |  |   | 14,209        |   |  |   | 13,723  |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Gross profit                                                                  |  |                                        | 46,729  |   |               |   | 42,890  |                |  |   | 45,065        |   |  |   | 48,006  |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Operating expenses:                                                           |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Sales and marketing                                                           |  |                                        | 20,044  |   |               |   | 19,199  |                |  |   | 20,532        |   |  |   | 20,589  |  
|Research and development                                                      |  |                                        | 12,881  |   |               |   | 13,123  |                |  |   | 13,874        |   |  |   | 13,958  |  
|General and administrative                                                    |  |                                        | 6,625   |   |               |   | 8,745   |                |  |   | 13,769        |   |  |   | 7,064   |  
|Amortization of goodwill and other intangible assets                          |  |                                        |        |   |               |   |        |                |  |   | 47,787        |   |  |   | 65,677  |  
|Stock-based compensation                                                      |  |                                        | 325     |   |               |   | 364     |                |  |   | 1,197         |   |  |   | 275     |  
|Restructuring and lease abandonment costs                                     |  |                                        |        |   |               |   | 5,350   |                |  |   |              |   |  |   |        |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Total operating expenses                                                      |  |                                        | 39,875  |   |               |   | 46,781  |                |  |   | 97,159        |   |  |   | 107,563 |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Income (loss) from operations                                                 |  |                                        | 6,854   |   |               |   | (3,891  | )              |  |   | (52,094       | ) |  |   | (59,557 | )
|Interest income                                                               |  |                                        | 1,078   |   |               |   | 1,163   |                |  |   | 1,365         |   |  |   | 1,577   |  
|Interest expense                                                              |  |                                        | (19     | ) |               |   | (74     | )              |  |   | (3            | ) |  |   | (10     | )
|Other income                                                                  |  |                                        | 159     |   |               |   | 97      |                |  |   | 202           |   |  |   | 194     |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Net income (loss) before income taxes and minority interests                  |  |                                        | 8,072   |   |               |   | (2,705  | )              |  |   | (50,530       | ) |  |   | (57,796 | )
|Provision (benefit) for income taxes                                          |  |                                        | (419    | ) |               |   | (116    | )              |  |   | 105           |   |  |   | 338     |  
|Minority interests in net income of consolidated subsidiaries                 |  |                                        | 1,126   |   |               |   | 858     |                |  |   | 948           |   |  |   | 528     |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Net income (loss)                                                             |  | $                                      | 7,365   |   |               | $ | (3,447  | )              |  | $ | (51,583       | ) |  | $ | (58,662 | )
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Net income (loss) per sharebasic                                             |  | $                                      | 0.03    |   |               | $ | (0.01   | )              |  | $ | (0.19         | ) |  | $ | (0.22   | )
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Net income (loss) per sharediluted                                           |  | $                                      | 0.03    |   |               | $ | (0.01   | )              |  | $ | (0.19         | ) |  | $ | (0.22   | )
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Weighted average shares used in computing net income (loss) per sharebasic   |  |                                        | 268,834 |   |               |   | 267,002 |                |  |   | 265,247       |   |  |   | 264,053 |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  
|Weighted average shares used in computing net income (loss) per sharediluted |  |                                        | 275,674 |   |               |   | 267,002 |                |  |   | 265,247       |   |  |   | 264,053 |  
|                                                                              |  |                                        |         |   |               |   |         |                |  |   |               |   |  |   |         |  



85



---

##### Table of Contents

|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|------------------------------------------------------------------------------ |  | ------------------------------------- | -------- | - | ------------- | - | -------- | -------------- |  | - | ------------- | - |  | - | -------- | -
|                                                                               |  | Fiscal Year 2002For the Quarter Ended |         
|                                                                               |  | Sep. 30, 2002                         |          |   | June 30, 2002 |   |          | March 31, 2002 |  |   | Dec. 31, 2001 |  
|Revenues:                                                                      |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|License                                                                        |  | $                                     | 23,227   |   |               | $ | 26,915   |                |  | $ | 25,171        |   |  | $ | 23,127   |  
|Maintenance and service                                                        |  |                                       | 35,650   |   |               |   | 31,907   |                |  |   | 32,216        |   |  |   | 31,590   |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Total revenues                                                                 |  |                                       | 58,877   |   |               |   | 58,822   |                |  |   | 57,387        |   |  |   | 54,717   |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Cost of revenues:                                                              |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|License                                                                        |  |                                       | 1,608    |   |               |   | 538      |                |  |   | 1,794         |   |  |   | 378      |  
|Maintenance and service                                                        |  |                                       | 11,792   |   |               |   | 11,024   |                |  |   | 10,356        |   |  |   | 9,709    |  
|Amortization of acquired core technology                                       |  |                                       | 1,683    |   |               |   | 1,683    |                |  |   | 1,683         |   |  |   | 1,683    |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Total cost of revenues                                                         |  |                                       | 15,083   |   |               |   | 13,245   |                |  |   | 13,833        |   |  |   | 11,770   |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Gross profit                                                                   |  |                                       | 43,794   |   |               |   | 45,577   |                |  |   | 43,554        |   |  |   | 42,947   |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Operating expenses:                                                            |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Sales and marketing                                                            |  |                                       | 14,069   |   |               |   | 19,544   |                |  |   | 21,363        |   |  |   | 25,974   |  
|Research and development                                                       |  |                                       | 15,788   |   |               |   | 16,726   |                |  |   | 16,261        |   |  |   | 15,590   |  
|General and administrative                                                     |  |                                       | 5,260    |   |               |   | 8,842    |                |  |   | 8,108         |   |  |   | 9,541    |  
|Amortization of goodwill and other intangible assets                           |  |                                       | 139,586  |   |               |   | 139,608  |                |  |   | 139,606       |   |  |   | 140,246  |  
|Business partner warrants                                                      |  |                                       |         |   |               |   |         |                |  |   | 5,562         |   |  |   |         |  
|Stock-based compensation                                                       |  |                                       | 2,988    |   |               |   | 3,325    |                |  |   | 5,144         |   |  |   | 3,310    |  
|Restructuring and lease abandonment costs                                      |  |                                       |         |   |               |   | 57,125   |                |  |   | (158          | ) |  |   | 5,642    |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Total operating expenses                                                       |  |                                       | 177,691  |   |               |   | 245,170  |                |  |   | 195,886       |   |  |   | 200,303  |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Loss from operations                                                           |  |                                       | (133,897 | ) |               |   | (199,593 | )              |  |   | (152,332      | ) |  |   | (157,356 | )
|Interest income                                                                |  |                                       | 1,695    |   |               |   | 1,801    |                |  |   | 1,925         |   |  |   | 2,531    |  
|Interest expense                                                               |  |                                       | (13      | ) |               |   | (7       | )              |  |   | (12           | ) |  |   | (15      | )
|Other income (expense)                                                         |  |                                       | (1,014   | ) |               |   | 301      |                |  |   | (92           | ) |  |   | (87      | )
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Net loss before income taxes and minority interests                            |  |                                       | (133,229 | ) |               |   | (197,498 | )              |  |   | (150,511      | ) |  |   | (154,927 | )
|Provision (benefit) for income taxes                                           |  |                                       | (211     | ) |               |   | 1,000    |                |  |   | 904           |   |  |   | 1,091    |  
|Minority interests in net income (loss) of consolidated subsidiaries           |  |                                       | 249      |   |               |   | 246      |                |  |   | 86            |   |  |   | (867     | )
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Net loss                                                                       |  | $                                     | (133,267 | ) |               | $ | (198,744 | )              |  | $ | (151,501      | ) |  | $ | (155,151 | )
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Net loss per sharebasic and diluted                                           |  | $                                     | (0.51    | ) |               | $ | (0.76    | )              |  | $ | (0.59         | ) |  | $ | (0.61    | )
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  
|Weighted average shares used in computing net loss per sharebasic and diluted |  |                                       | 261,709  |   |               |   | 260,180  |                |  |   | 258,748       |   |  |   | 255,625  |  
|                                                                               |  |                                       |          |   |               |   |          |                |  |   |               |   |  |   |          |  



86



---

##### Table of Contents

|ITEM 9. |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- |  | ------------------------------------------------------------------------------------



Not applicable.



ITEM 9A.    CONTROLS AND PROCEDURES



We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2003, the end of the period covered by this Annual Report. This evaluation (the controls
evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Rules adopted by the Securities and Exchange Commission
require that we disclose the conclusions of the CEO and the CFO about the effectiveness of our disclosure controls and internal controls based upon the controls evaluation.



Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required
to be disclosed in the reports the we file or submit under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and
procedures included, without limitation, controls and procedures designed that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.



Our management, including the CEO and CFO, does not expect
that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.



Based upon the controls evaluation, our
CEO and CFO have concluded that, subject to the limitations noted above, as of September 30, 2003 our disclosure controls and procedures are effective to ensure that material information relating to the company and our consolidated subsidiaries is
made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.



87



---

##### Table of Contents

PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



See the information set forth in the section entitled Executive Officers of the Registrant in Part I, Item 4A of this form 10-K/A.



|                        |  |     |  |                   |  |                                                                          
|----------------------- |  | --- |  | ----------------- |  | -------------------------------------------------------------------------
|Nominee                 |  | Age |  | Year Term Expires |  | Positions and Offices Held with the Company                              
|Robert M. Calderoni     |  | 44  |  | 2005              |  | Chairman of the Board of Directors, President and Chief Executive Officer
|Richard A. Kashnow      |  | 62  |  | 2006              |  | Director                                                                 
|Robert E. Knowling, Jr. |  | 48  |  | 2005              |  | Director                                                                 
|Thomas F. Monahan       |  | 55  |  | 2004              |  | Director                                                                 
|Richard F. Wallman      |  | 53  |  | 2004              |  | Director                                                                 



Robert M.
Calderoni has served as Chairman of the Board of Directors since July 2003 and as the Companys President and Chief Executive Officer and a director since October 2001. From October 2001 to December 2001, Mr. Calderoni also served as the
Companys Interim Chief Financial Officer. From January 2001 to October 2001, Mr. Calderoni served as the Companys Executive Vice President and Chief Financial Officer. Mr. Calderoni was also an employee of the Company from November 2000
to January 2001. From November 1997 to January 2001, he served as Chief Financial Officer at Avery Dennison Corporation, a manufacturer of pressure-sensitive materials and office products. From June 1996 to November 1997, Mr. Calderoni served
as Senior Vice President of Finance at Apple Computer, Inc. Prior to that time, Mr. Calderoni held various positions with IBM Storage Systems Division, most recently as Vice President of Finance. In addition to serving as a director of the
Company, he is also a member of the board of directors of Juniper Networks, Inc., a provider of network infrastructure systems. Mr. Calderoni holds a Bachelor of Science degree in accounting and finance from Fordham University.



Richard A. Kashnow has served as a director of the Company since
April 30, 2003. Since February 2003, Mr. Kashnow has been self-employed as a consultant. From August 1999 until January 2003, Mr. Kashnow served as President of Tyco Ventures, the venture capital arm of Tyco International, Inc., a diversified
manufacturing services company. From October 1995 until its acquisition by Tyco in August 1999, Mr. Kashnow served as Chairman, Chief Executive Officer and President of Raychem Corporation, a technology company specializing in electronic components
and engineered materials. In addition to serving as a director of the Company, he is also a member of the board of directors of ParkerVision, Inc. Mr. Kashnow holds a Bachelor of Science degree in physics from Worcester Polytechnic Institute, and a
Ph.D. in solid state physics from Tufts University.



Robert E. Knowling, Jr. has served as a director of the Company since July 2000. Since January 2003, Mr. Knowling has served as Chief Executive Officer of the New York Leadership Academy at the New York City Board of Education.
From February 2001 to January 2003, Mr. Knowling served as Chairman and Chief Executive Officer of Internet Access Technologies, a software development company. Mr. Knowling served as President and Chief Executive Officer of Covad Communications
Company, a broadband service provider, from July 1998 to October 2000. He also served as Chairman of the Board of Directors of Covad from September 1999 to October 2000. In August 2001, Covad filed for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code. Prior to joining Covad, he served as Executive Vice President of Operations and Technologies from October 1997 to July 1998 and as Vice President of Network Operations from March 1996 to September 1997 at US West
Communications, a communications company acquired by Qwest Communications International Inc. in 2000. In addition to serving as a director of the Company, he is also a member of the boards of directors of Hewlett-Packard Company, a global technology
company, and Heidrick & Struggles International, an executive search firm. Mr. Knowling holds a Bachelor of Arts degree in theology from Wabash College, and a Master of Business Administration from Northwestern Universitys Kellogg Graduate
School of Business.



88



---

##### Table of Contents

Thomas F. Monahan has served as a director of the Company since July 25, 2003. In August 2003,
after six years as Dean of the College of Commerce and Finance at Villanova, he returned to the faculty in the John M. Cooney Endowed Professorship in Accounting. Prior to joining Villanovas faculty in 1981, Mr. Monahan was a tenured professor
at LaSalle University and worked in the Treasurers Department of Becton, Dickinson and Company, a medical products manufacturer. Mr. Monahan received his Ph.D. in Accounting from Temple University, his Master of Business Administration in
Finance from Rutgers University and his Bachelor of Science degree in Economics from Hofstra University.



Richard F. Wallman has served as a director of the Company since October 2002. Since March 1995, Mr. Wallman has served as the Senior Vice
President and Chief Financial Officer of Honeywell International, Inc., a diversified technology company, and Allied Signal, Inc. (prior to its merger with Honeywell). From April 1994 to March 1995, Mr. Wallman also served as Vice President and
Controller of International Business Machines Corp. In addition to serving as a director of the Company, he is also a member of the board of directors of Avaya, Inc., Lear Corporation, Hayes-Lemmerz International, Inc. and ExpressJet Holdings, Inc.
Mr. Wallman holds a Bachelor of Science degree in electrical engineering from Vanderbilt University, and a Master of Business Administration from the University of Chicago Graduate School of Business.



Audit Committee.



During the fiscal year ended September 30, 2003, the Audit Committee of
the Board of Directors (the Audit Committee) held 17 meetings and did not act by written consent in lieu of a meeting on any occasion. The Audit Committee reviews, acts on and reports to the Board of Directors with respect to various
auditing and accounting matters, including the selection of the Companys accountants, the scope of the annual audits, fees to be paid to the Companys accountants, the performance of the Companys accountants and the accounting
practices of the Company. The chair of the Audit Committee is Mr. Wallman, and the other members of the Audit Committee are Messrs. Kashnow and Knowling. The Board of Directors has determined that each member of the Audit Committee is independent as
described in applicable Nasdaq listing standards. The Board of Directors has also determined that Richard F. Wallman is an audit committee financial expert as described in applicable SEC rules. A copy of the Audit Committees
charter is publicly available on the Companys website at http://www.ariba.com/company/investor_governance.cfm



Section 16(a) Beneficial Ownership Reporting Compliance



The members of the Board of Directors, the executive officers of the Company and persons who hold more than 10% of the Companys outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the Exchange Act (Section 16(a)), which require them to file reports with respect to their ownership of Common Stock and their transactions in Common Stock. Based
upon (i) the copies of Section 16(a) reports that the Company received from such persons for their fiscal year 2003 transactions in the Common Stock and their Common Stock holdings and (ii) the written representations received from one or more of
such persons that no annual Form 5 reports were required to be filed by them for fiscal year 2003, the Company believes that all reporting requirements under Section 16(a) were met in a timely manner by the persons who were executive officers,
members of the Board of Directors or greater than 10% stockholders during such fiscal year.



Code of Ethics



The Company has adopted a Code of Business Conduct which applies to all directors, officers and employees. A copy of the Companys code of ethics is publicly available on the Companys website at
http://www.ariba.com/company/investor_governance.cfm



89



---

##### Table of Contents

ITEM 11.  EXECUTIVE COMPENSATION



The following Summary Compensation Table sets forth the compensation earned by the Companys Chief Executive Officer and the four other most highly compensated executive officers who were serving as such as of
September 30, 2003 (collectively, the Named Officers).



Summary Compensation Table



|                                                                                                                                                              |  |              |  |                       |  |                         |                               |  |                             |        |  |                             |          |  |                                |      |  |                          |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | --------------------- |  | ----------------------- | ----------------------------- |  | --------------------------- | ------ |  | --------------------------- | -------- |  | ------------------------------ | ---- |  | ------------------------ | -------
|                                                                                                                                                              |  |              |  | Annual Compensation   |  |                         | Long-Term Compensation Awards |  |                             |        | 
|Name and Principal Position                                                                                                                                   |  | Fiscal Year  |  | Salary($)(1)          |  | Bonus($)                |                               |  | Other AnnualCompensation($) |        |  | RestrictedStockAwards($)(2) |          |  | SecuritiesUnderlyingOptions(#) |      |  | All OtherCompensation($) |        
|Robert M. Calderoni(3) Chairman of the Board of Directors, President and Chief Executive Officer; former Executive Vice President and Chief Financial Officer |  | 200320022001 |  | 600,000594,318270,455 |  | 336,352404,4802,266,250 | (4)(5)                        |  | 2,323,4952,388,3510         | (6)(6) |  | 000                         |          |  | 07,000,0002,500,000            |      |  | 3003000                  | (7)(7) 
|                                                                                                                                                              |  |              |  |                       |  |                         |                              
|Kevin S. Costello(8) Executive Vice President, Ariba Solutions Delivery                                                                                       |  | 200320022001 |  | 450,000164,0630       |  | 223,780150,0000         |                               |  | 388,62700                   | (9)    |  | 0386,2500                   | (10)     |  | 500,0001,500,0000              |      |  | 15,300880                | (11)(7)
|                                                                                                                                                              |  |              |  |                       |  |                         |                              
|James W. Frankola(12) Executive Vice President and Chief Financial Officer                                                                                    |  | 200320022001 |  | 450,000431,2500       |  | 275,625150,0000         |                               |  | 1,029,87500                 | (13)   |  | 000                         |          |  | 250,0001,500,0000              |      |  | 2702360                  | (7)(7) 
|                                                                                                                                                              |  |              |  |                       |  |                         |                              
|Michael A. Schmitt Executive Vice President and Chief Marketing Officer                                                                                       |  | 200320022001 |  | 450,000450,000165,972 |  | 126,282151,72093,089    | (14)(15)                      |  | 000                         |        |  | 0402,000481,250             | (16)(17) |  | 250,0001,500,000875,000        |      |  | 4504130                  | (7)(7) 
|                                                                                                                                                              |  |              |  |                       |  |                         |                              
|John D. True(18) Executive Vice President of Worldwide Sales                                                                                                  |  | 200320022001 |  | 391,417275,000225,000 |  | 115,000250,307157,332   |                               |  | 000                         |        |  | 0497,000790,250             | (19)(20) |  | 02,091,331140,000              | (21) |  | 2702700                  | (7)(7) 

---

|(1) |  | Salary includes amounts deferred under the Companys 401(k) Plan.
|--- |  | -----------------------------------------------------------------



|(2) |  | The Company does not plan to pay dividends on its Common Stock, but the restricted shares shown in this column are eligible to receive dividends to the same extent as other shares
of Common Stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Mr. Calderoni was appointed President and Chief Executive Officer in October 2001.
|--- |  | ----------------------------------------------------------------------------------



|(4) |  | Includes $1,352 for Presidents Club achievement.
|--- |  | -------------------------------------------------



|(5) |  | Includes $4,480 for Presidents Club achievement.
|--- |  | -------------------------------------------------



|(6) |  | As described below under Employment Contracts, Termination of Employment and Change in Control Arrangements, Mr. Calderoni obtained a $4,000,000 loan from an entity
affiliated with Keith Krach, the former Chairman of the Board of Directors and co-founder of the Company. The loan, along with accrued interest, is expected to be forgiven over four years, conditioned upon Mr. Calderonis continued
employment with the Company. Although the loan was made by a third party, the amount forgiven each year is treated as compensation to Mr. Calderoni from the Company. In addition, the Company has entered into an agreement with Mr. Calderoni under
which he is entitled to receive annual cash payments from the Company during the years 2001 through 2004. The amount of each payment will be calculated to compensate Mr. Calderoni for the income taxes that he will incur as the result of the loan
forgiveness and the tax reimbursement payment. The amount shown for 2002 represents $1,163,351 of third-party loan forgiveness and a Company tax reimbursement payment of $1,225,000. The amount shown for 2003 represents $1,152,100 of third-party loan
forgiveness and a Company tax reimbursement payment of $1,171,395.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | Represents amounts paid by the Company on behalf of the Named Officer for group term life insurance.
|--- |  | ----------------------------------------------------------------------------------------------------



|(8) |  | Mr. Costello joined Ariba and was appointed Executive Vice President on May 21, 2002.
|--- |  | -------------------------------------------------------------------------------------



|(9) |  | Represents $388,627 of loan forgiveness.
|--- |  | ----------------------------------------



90



---

##### Table of Contents

|(10) |  | Mr. Costello was granted 125,000 shares of restricted stock on May 21, 2002. Pursuant to the terms of his restricted stock agreement, these shares would vest in their entirety on
May 21, 2007 subject to Mr. Costellos continued employment with the Company. In addition, 50% of the shares were subject to earlier vesting upon Mr. Costellos achievement of certain milestones established by the Companys Chief
Executive Officer, and the remaining 50% were subject to earlier vesting upon the achievement of certain revenue-based objectives by Mr. Costellos business unit. 62,500 of the restricted shares vested on August 2, 2002 upon Mr.
Costellos achievement of the established milestones. As of September 30, 2002, Mr. Costello held 62,500 unvested shares of restricted stock having a value on that date of $84,375.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) |  | Represents $300 paid by the Company on behalf of Mr. Costello for group term life insurance and $15,000 for tax preparation expenses.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------



|(12) |  | Mr. Frankolas employment with the Company began October 16, 2001, and he was appointed Executive Vice President and Chief Financial Officer on December 3, 2001.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) |  | Represents $1,024,854 of loan forgiveness. Also includes a Company tax reimbursement payment of $5,021 in connection with a relocation benefit.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



|(14) |  | Includes $657 for Presidents Club achievement.
|---- |  | -----------------------------------------------



|(15) |  | Includes $1,720 for Presidents Club achievement.
|---- |  | -------------------------------------------------



|(16) |  | Mr. Schmitt was granted 100,000 shares of restricted stock on December 3, 2001. Pursuant to the terms of his restricted stock agreement and subject to his continued employment with
the Company, 16,667 of these shares would vest on February 26, 2002, 16,667 of these shares would vest on the first permissible trading day (as defined in his restricted stock agreement) after June 30, 2002, and 33,333 of these shares would vest on
each of the first permissible trading days after June 30, 2003 and June 30, 2004. 16,667 of these shares vested on each of February 26, 2002 and July 26, 2002. An additional 33,333 shares vested on July 25, 2003. As of September 30, 2003, Mr.
Schmitt held 33,333 unvested shares of restricted stock having a value on that date of $101,332.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(17) |  | 100,000 shares of restricted stock granted to Mr. Schmitt on April 4, 2001, having a value of $481,250 as of that date, were cancelled on December 3, 2001.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|(18) |  | Mr. True joined the Company on January 20, 2000 and was appointed Executive Vice President on September 3, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------------



|(19) |  | Mr. True was granted 50,000 shares of restricted stock on October 1, 2001. Pursuant to the terms of his restricted stock agreement and subject to his continued employment with the
Company, 16,667 of these shares would vest on the first permissible trading day (as defined in his restricted stock agreement) after March 17, 2002, an additional 16,667 of these shares would vest on the first permissible trading day after
September 17, 2002, and the remaining 16,666 of these shares would vest on the first permissible trading day after September 17, 2003. 16,667 of these shares vested on each of April 26, 2002 and October 25, 2002. In addition, Mr. True was
granted 100,000 shares of restricted stock on December 3, 2001. Pursuant to the terms of his restricted stock agreement and subject to his continued employment with the Company, 33,334 of these shares would vest on the first permissible trading day
after June 30, 2002 and an additional 33,333 of these shares would vest on each of the first permissible trading days after June 30, 2003 and June 30, 2004. As of September 30, 2003, Mr. True held 99,990 unvested shares of restricted stock
having a value on that date of $303,970.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(20) |  | 100,000 shares of restricted stock granted to Mr. True on April 4, 2001, having a value of $481,250 as of that date, were cancelled on December 3, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(21) |  | These stock options were cancelled on May 14, 2001 in connection with the Companys stock option exchange program.
|---- |  | ------------------------------------------------------------------------------------------------------------------



91



---

##### Table of Contents

Option Grants in Last Fiscal Year



The following table contains information concerning the stock option grants made to each of the Named Officers for the
fiscal year ended September 30, 2003. No stock appreciation rights were granted during such year.



|                    |                                                |                   |                                               |                                                                                                |       |                               |        |                |  |           |  |   |         |  |   |          
|------------------- | ---------------------------------------------- | ----------------- | --------------------------------------------- | ---------------------------------------------------------------------------------------------- | ----- | ----------------------------- | ------ | -------------- |  | --------- |  | - | ------- |  | - | ---------
|Name                |                                                | Individual Grants |                                               | Potential RealizableValue at AssumedAnnual Rates of Stock PriceAppreciation for Option Term(2)
|                    | Number ofSecuritiesUnderlyingOptionsGranted(#) |                   | % of TotalOptionsGrantedtoEmployeesin 2003(1) |                                                                                                |       | ExercisePricePer Share($/Sh.) |        | ExpirationDate | 
|                    |                                                |                   |                                               |                                                                                                | 5%($) |                               | 10%($)
|Robert M. Calderoni |                                                | 0                 |                                               | n/a                                                                                            |       |                               |        | n/a            |  | n/a       |  |   | n/a     |  |   | n/a      
|Kevin S. Costello   |                                                | 500,000           |                                               | 3.89                                                                                           | %     |                               | $      | 3.12           |  | 3/19/2013 |  | $ | 981,076 |  | $ | 2,486,238
|James W. Frankola   |                                                | 250,000           |                                               | 1.95                                                                                           | %     |                               | $      | 2.80           |  | 1/22/2013 |  | $ | 440,226 |  | $ | 1,115,629
|Michael A. Schmitt  |                                                | 250,000           |                                               | 1.95                                                                                           | %     |                               | $      | 2.80           |  | 1/22/2013 |  | $ | 440,226 |  | $ | 1,115,629
|John D. True        |                                                | 0                 |                                               | n/a                                                                                            |       |                               |        | n/a            |  | n/a       |  |   | n/a     |  |   | n/a      

---

|(1) |  | Based on an aggregate of 12,838,250 options granted in the fiscal year.
|--- |  | -----------------------------------------------------------------------



|(2) |  | The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission. There can be no assurance provided to any
executive officer or any other holder of the Companys securities that the actual stock price appreciation over the 10-year option term will be at the assumed 5% and 10% levels or at any other defined level. Unless the market price of the
Common Stock appreciates over the option term, no value will be realized from the option grants made to the executive officers.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Terms of Options. The exercise price for each option may be paid in cash or in shares of Common Stock valued at fair market value on the exercise
date. The Board of Directors or its Compensation Committee has the discretionary authority to reprice the options through the cancellation of those options and the grant of replacement options with an exercise price based on the fair market value of
the option shares on the regrant date. The options have a maximum term of 10 years measured from the option grant date, subject to earlier termination in the event that the optionees service with the Company terminates.



Vesting of Options. The option granted to Mr. Costello vests in
equal monthly increments over the 48 months of continuous service following March 20, 2003. The options granted to Mr. Frankola vest in equal monthly increments over the 36 months of continuous service following January 23, 2003. The options
granted to Mr. Schmitt vest in equal monthly increments over the 36 months of continuous service following January 23, 2003.



Acceleration of Vesting. Under each of the options, the option shares will vest upon an acquisition of the Company by merger or asset sale, unless
the acquiring company assumes the options. In addition, if a change in control occurs within 12 months after the optionees vesting start date, then the option will vest as to an additional number of shares as if the optionee had been in
service 12 additional months. If a change in control occurs more than 12 months after the optionees vesting start date, then the option will vest as to the lesser of (a) 50% of the then remaining unvested portion of the option or (b) the
excess of 75% of the total number of shares originally subject to the option over the number of shares that had already vested. Each option will fully vest if, within 12 months after a change in control, the optionees employment or service is
terminated without cause or the optionee resigns after he or she, without his or her consent, is subject to a material reduction in responsibility, a reduction in level of compensation or a relocation of place of employment by more than
50 miles. However, in the case of individuals who have entered into Severance Agreements with the Company, the acceleration provisions of the Severance Agreements supersede the provisions described here. See Employment Contracts,
Termination of Employment and Change in Control Arrangements below.



92



---

##### Table of Contents

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values



The following table sets forth information concerning option exercises
in fiscal year 2003 and option holdings as of September 30, 2003 with respect to each of the Named Officers. No stock appreciation rights were outstanding at the end of that year.



|                    |  |                              |             |                                                               |               |                                                                            |             |                                                                     |               |   |         |  |   |        
|------------------- |  | ---------------------------- | ----------- | ------------------------------------------------------------- | ------------- | -------------------------------------------------------------------------- | ----------- | ------------------------------------------------------------------- | ------------- | - | ------- |  | - | -------
|Name                |  | SharesAcquired onExercise(#) |             | Value Realized(Market Price atExercise LessExercise Price)($) |               | Number of SecuritiesUnderlying Unexercised Optionsat September 30, 2003(#) |             | Value of UnexercisedIn-the-Money Options atSeptember 30, 2003($)(1)
|                    |  |                              | Exercisable |                                                               | Unexercisable |                                                                            | Exercisable |                                                                     | Unexercisable
|Robert M. Calderoni |  | 0                            |             | 0                                                             |               | 6,416,666                                                                  |             | 3,083,334                                                           |               | $ | 185,833 |  | $ | 94,167 
|Kevin S. Costello   |  | 0                            |             | 0                                                             |               | 593,750                                                                    |             | 1,406,250                                                           |               |   | n/a     |  |   | n/a    
|James W. Frankola   |  | 0                            |             | 0                                                             |               | 774,306                                                                    |             | 975,694                                                             |               |   | 401,458 |  |   | 468,542
|Michael A. Schmitt  |  | 0                            |             | 0                                                             |               | 1,372,536                                                                  |             | 1,044,464                                                           |               |   | 794,050 |  |   | 609,630
|John D. True        |  | 0                            |             | 0                                                             |               | 818,165                                                                    |             | 1,273,166                                                           |               |   | 474,887 |  |   | 945,463

---

|(1) |  | Based on the fair market value per share of the Companys Common Stock at September 30, 2003 ($3.04) less the exercise price payable for such shares.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



Director Compensation



Members of the Companys Board of Directors receive a retainer of
$25,000 per year, paid in quarterly installments. In addition, the chair of each committee of the Board of Directors receives an annual retainer of $3,500, also paid in quarterly installments. Directors are entitled to a fee of $2,500 for each
meeting of the Board of Directors that they attend and a fee of $1,000 for each meeting of a committee of the Board of Directors. Directors may elect to convert from 50% to 100% of their cash compensation into shares of the Companys Common
Stock or options to purchase such shares. The shares or options are granted automatically as of the last day of the quarter in which the cash compensation was earned. Cash is converted into shares based on the closing price of the Companys
stock on the last trading day in the quarter and into options based on the option valuation method used by the Company in preparing the notes to its financial statements. The options have an exercise price equal to 100% of the closing price of the
Companys stock on the last trading day in the quarter. The option term is 10 years, except that the options expire 12 months after the directors service terminates for any reason. Shares or options received in lieu of cash compensation
are fully vested.



Non-employee directors are eligible
for option grants pursuant to the provisions of the 1999 Directors Stock Option Plan. Under the 1999 Directors Stock Option Plan, each new non-employee director will be granted an option to purchase 75,000 shares on the date such
individual joins the Board of Directors, provided such individual has not been in the prior employ of the Company. In addition, at each annual meeting, each individual who will continue serving as a non-employee director thereafter will receive an
additional option grant to purchase 15,000 shares of Common Stock, whether or not such individual has been in the prior employ of the Company. However, a director will not receive a 15,000-share annual grant in the calendar year in which he received
the 75,000-share initial grant. The option price for each option grant under the 1999 Directors Stock Option Plan will be equal to the fair market value per share of Common Stock on the automatic grant date. Each initial grant will become
exercisable for one-third of the shares after the director completes each of his or her first three years of service on the Companys Board of Directors. The initial grants become exercisable for all shares if the Company is subject to a change
in control. Each annual option grant is fully exercisable on the grant date. Pursuant to the 1999 Directors Stock Option Plan, Mr. Knowling was granted options to purchase 10,000 shares of Common Stock on March 18, 2002, Mr. Wallman was
granted an option to purchase 75,000 shares of Common Stock on October 28, 2002, Mr. Kashnow was granted an option to purchase 75,000 shares of Common Stock on April 30, 2003, each of Messrs. Knowling and Wallman were granted options to purchase
15,000 shares of Common Stock on June 30, 2003, and Mr. Monahan was granted an option to purchase 75,000 shares of Common Stock on July 25, 2003.



Directors are also eligible to receive options and be issued shares of Common Stock directly under the Companys 1999 Equity Incentive Plan. On
October 4, 2001, Mr. Knowling was granted a fully vested option to



93



---

##### Table of Contents

purchase 50,000 shares of Common Stock under the 1999 Equity Incentive Plan at an exercise price of $2.00 per share.



Employment Contracts, Termination of Employment and Change in Control Arrangements



The Compensation Committee, as administrator of
the Companys stock option plans, may provide for accelerated vesting of the shares of Common Stock subject to outstanding options held by any executive officer or director of the Company in connection with certain changes in control of the
Company. The accelerated vesting may be conditioned on the termination of the individuals employment following the change in control event.



The Company entered into an agreement with Robert M. Calderoni, its Director, President and Chief Executive Officer, under which he is entitled to receive
annual cash payments from the Company during the years 2001 through 2004. The amount of each payment will be calculated to compensate Mr. Calderoni for income taxes that he will incur as the result of the forgiveness of certain indebtedness to an
entity affiliated with Keith Krach, the former Chairman of the Board of Directors and co-founder of the Company. The aggregate principal amount of such indebtedness is $4,000,000, and it is expected to be forgiven along with accrued interest, over
four years, conditioned upon his continued employment with the Company. For the year ended September 30, 2003, the loan forgiveness amount was $1,152,100 and the tax reimbursement payment amounted to $1,171,395, and the amounts are expected to
decrease gradually over the remaining term. The entire amount of the indebtedness will be forgiven if the Company is subject to a change in control, if Mr. Calderonis employment is terminated by the Company without cause, if his employment
terminates because of his death or disability or if he resigns after the Company, without his consent, has materially reduced his responsibilities, has reduced his base salary or target bonus or has relocated his place of employment by more than 25
miles. If the forgiveness of indebtedness is accelerated, the Companys payments will be accelerated as well.



The Company also entered into a severance agreement with Mr. Calderoni. If the Company terminates his employment for a reason other than cause or
disability, the severance agreement provides for a continuation of his cash compensation (base salary plus target bonus) for 18 months, for 18 months of additional service credit for purposes of determining the vested portion of his options and
restricted shares and for an opportunity to exercise his options during the 18-month period starting on his termination date. However, if within 12 months after the Company has been subject to a change in control, the Company terminates his
employment for a reason other than cause or disability or he resigns after the Company or its successor, without his consent, has failed to appoint him as the chief executive officer of a public corporation, has reduced his compensation or has
relocated his place of employment by more than 50 miles, then the severance agreement provides for a severance payment equal to 250% of his annual cash compensation (base salary plus target bonus), for full vesting of his options and restricted
shares and for an opportunity to exercise his options during the 30-month period starting on his termination date. Certain benefits under the severance agreement are contingent on Mr. Calderonis executing a general release of claims and
complying with certain restrictive covenants. The agreement also provides that the Company will reimburse Mr. Calderoni, on a tax-adjusted basis, for the excise tax on excess parachute payments.



The Company entered into an agreement with James W. Frankola, its
Executive Vice President and Chief Financial Officer, that provides for an unsecured loan from the Company to Mr. Frankola in the amount of $1,500,000. The principal amount of the loan and accrued interest becomes payable in full immediately after
Mr. Frankolas employment with the Company terminates for any reason other than a termination by the Company without cause. Further, the agreement provides that one-third of the principal amount and all accrued interest will be forgiven
upon Mr. Frankolas completion of 12 months of continuous service with the Company as its Chief Financial Officer, and that the balance will be forgiven in equal monthly installments over the following 24 months of continuous service as the
Companys Chief Financial Officer.



The Company
also entered into a severance agreement with Mr. Frankola. If the Company terminates his employment for a reason other than cause or disability or if he resigns after the Company, without his consent,



94



---

##### Table of Contents

has required that he serve in any position other than Chief Financial Officer or Chief Executive Officer, has reduced his compensation or has relocated his
place of employment by more than 50 miles, then the severance agreement provides for a continuation of his cash compensation (base salary plus target bonus) for 12 months, for 12 months of additional service credit for purposes of determining the
vested portion of his options and restricted shares and for an opportunity to exercise his options during the 12-month period starting on his termination date. However, if within 12 months after the Company has been subject to a change in control,
the Company terminates his employment for a reason other than cause or disability or he resigns after the Company or its successor, without his consent, has failed to appoint him as the Chief Financial Officer of a public corporation, has reduced
his compensation or has relocated his place of employment by more than 50 miles, then the severance agreement provides for a severance payment equal to 200% of his annual cash compensation (base salary plus target bonus), for full vesting of his
options and restricted shares and for an opportunity to exercise his options during the 24-month period starting on his termination date. Certain benefits under the severance agreement are contingent on Mr. Frankolas executing a general
release of claims and complying with certain restrictive covenants. The agreement also provides that the Company will reimburse Mr. Frankola, on a tax-adjusted basis, for the excise tax on excess parachute payments, but only to the
extent that the excise tax is attributable to the cash severance payment.



The Company entered into an agreement with Kevin S. Costello, its Executive Vice President of Sales and Solutions, that provides for two unsecured loans from the Company to Mr. Costello in the aggregate amount of
$1,000,000. The principal amounts of the loans and accrued interest immediately become payable in full if Mr. Costellos employment with the Company terminates. The agreement provides that the principal amounts and all accrued interest will be
forgiven in full if the Company is subject to a change in control or if Mr. Costello resigns from the Company within 12 months after (a) the Company, over his written objection, has required him to report to anyone other than the Companys
Chief Executive Officer, (b) the Company has reduced his base salary below his starting salary, or (c) the Company, over his written objection, has required that he relocate his principal place of employment more than 50 miles from the location
where he commenced his employment. Further, the agreement provides that one-third of the principal amounts and all accrued interest will be forgiven upon Mr. Costellos completion of 12 months of continuous full-time service with the Company,
and that the balances will be forgiven in equal monthly installments over the following 24 months of continuous full-time service with the Company.



The Company also entered into a severance agreement with Mr. Costello. If the Company terminates his employment for a reason other than cause or
disability or if he resigns after the Company, without his consent, has required that he report to anyone other than the Companys Chief Executive Officer or Board of Directors, has reduced his compensation or has relocated his place of
employment by more than 50 miles, then the severance agreement provides for a continuation of his cash compensation (base salary plus target bonus) for 12 months, for 12 months of additional service credit for purposes of determining the vested
portion of his options and restricted shares and for an opportunity to exercise his options during the 12-month period starting on his termination date. However, if within 12 months after the Company has been subject to a change in control, the
Company terminates his employment for a reason other than cause or disability or he resigns after the Company or its successor, without his consent, has required that he report to anyone other than the Companys Chief Executive Officer or Board
of Directors, has reduced his compensation or has relocated his place of employment by more than 50 miles, then the severance agreement provides for a severance payment equal to 250% of his annual cash compensation (base salary plus target bonus),
for full vesting of his options and restricted shares and for an opportunity to exercise his options during the 30-month period starting on his termination date. Certain benefits under the severance agreement are contingent on Mr. Costellos
executing a general release of claims and complying with certain restrictive covenants. The agreement also provides that the Company will reimburse Mr. Costello, on a tax-adjusted basis, for the excise tax on excess parachute payments,
but only to the extent that the excise tax is attributable to the cash severance payment.



The Company entered into an agreement with Michael A. Schmitt, its Executive Vice President and Chief Marketing Officer, in September 2002 that provides
for a continuation of his cash compensation (base salary plus



95



---

##### Table of Contents

the lesser of (i) the sum of his actual bonuses for the last four completed fiscal quarters preceding the termination of his employment or (ii) his target
bonuses for those four completed fiscal quarters) for 12 months if the Company terminates his employment for a reason other than cause or disability. Any benefits under this agreement are contingent on Mr. Schmitts executing a general release
of all claims and complying with certain restrictive covenants.



The Company entered into a severance agreement with John True, its Executive Vice President of Worldwide Sales. If the Company notifies him prior to March 31, 2004, that his employment will be terminated (such
termination to be effective any day up to the later of April 30, 2004 or 60 days from the notice) for a reason other than cause or disability, then the agreement provides for a continuation of his cash compensation (base salary plus bonus) and
vesting service credit through October 31, 2004. If the Company terminates his employment for a reason other than cause or disability on a date subsequent to March 31, 2004, or if he resigns within 12 months after the Company, without his consent,
has required that he report to anyone other than the Companys Chief Executive Officer, President, Chief Operating Officer or Executive Vice President of Sales and Solutions, has reduced his base salary, or has significantly reduced his
employment responsibilities for global software sales and services, then the agreement provides for a continuation of his cash compensation (base salary plus bonus) for 12 months and for 12 months of additional service credit for purposes of
determining the vested portion of his options and restricted shares. If he resigns prior to May 1, 2004, for a reason not described above, then the agreement provides for a continuation of his cash compensation for six months and for six months of
additional vesting service credit. Under the agreement, Mr. True is also subject to certain restrictive covenants.



Compensation Committee Report



The Compensation Committee of the Board of Directors (the Committee) has the authority to establish the level of base salary payable to the
Chief Executive Officer (the CEO) and the other executive officers of the Company and to administer the Companys 1999 Equity Incentive Plan and Employee Stock Purchase Plan. In addition, the Committee has the responsibility for
approving the individual bonus programs to be in effect for the CEO and the other executive officers. The Committee is comprised of non-employee directors and acts periodically to evaluate the effectiveness of the compensation program in linking
Company performance and executive pay. Additionally, the Committee or the Board of Directors is routinely consulted to approve the compensation package of a newly hired executive or of an executive whose scope of responsibility has changed
significantly.



For the fiscal year ended September
30, 2003, the process utilized by the Committee in determining executive officer compensation levels was based on market data and the subjective judgment of the Committee. Additionally, the recommendations of the CEO were considered with respect to
the compensation of the Companys key executive officers. However, the Committee made the final compensation decisions concerning such officers.



General Compensation Policy. The objective of the Companys executive compensation program is to align executive compensation with the
Companys long-term and short-term business objectives and performance. Additionally, executive compensation is designed to enable the Company to attract, retain, and motivate qualified executives who are able to contribute to the long-term
success of the Company. The following specific strategies are utilized to guide the Companys executive compensation decisions:



| |  |  | Risk and Reward. A significant portion of an executives compensation should be tied to his or her performance and contributions to the success of the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pay for Performance. If an executive performs above expectations, then the executive should be rewarded with a higher level of total compensation. Similarly, if performance
is below expectations, then there should be a lower level of total compensation, including the possibility of no variable compensation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Compensate Competitively. The Company should compare its compensation programs to those of other companies in similar industries and establish compensation programs that are
substantially at market allowing the Company to attract and retain the executive talent it needs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



96



---

##### Table of Contents

During fiscal year 2003, the Companys executive compensation program included these key
elements:



| |  |  | Base Salary. The Committee establishes the base salaries of its executives based on competitive market practices. Additionally, each executives base pay is considered
relative to their total compensation package, including cash incentives and equity-based incentives. During fiscal year 2003, none of the Companys seven executives received a base salary increase.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash-Based Incentives. During fiscal year 2003, five executives of the Company participated in a cash incentive program under which payment was made based upon the
Companys revenue and net income. Two executives of the Company participated in a cash incentive program under which payment was made based upon the Companys software bookings, services bookings and net income.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Equity-Based Incentives. Stock options and restricted stock awards are designed to align the interests of each executive with those of the stockholders. Each year, the
Committee considers the grant of stock options and restricted stock awards to executives. The Committee believes that such awards provide added incentive for executives to influence the strategic direction of the Company and to create and grow value
for customers, stockholders and employees. Options are granted with exercise prices equal to or greater than the fair market value of the stock at the time of grant and typically have three- to four-year vesting periods, contingent upon the
executives continued employment with the Company. The number of stock option shares that are granted to individual executives is based on demonstrated performance. During fiscal year 2003, three executive officers, Messrs. Schmitt, Frankola
and Costello, were granted options to purchase 250,000, 250,000 and 500,000 shares, respectively, of Company common stock as part of an initiative to incent and retain executives.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CEO Compensation. Mr. Calderoni received an annual base salary of
$600,000. In addition, Mr. Calderoni received a benefit of $1,152,100 reflecting partial forgiveness of a loan and its accrued interest, from an entity controlled by Keith Krach. Furthermore, Mr. Calderoni received an additional payment of
$1,171,395, which was calculated to make him whole for the income taxes he incurred as the result of the forgiveness of the loan and such bonus. The remaining component of the CEOs 2003 fiscal year incentive cash compensation, a bonus of
$335,000, was entirely dependent upon the Companys performance, was not guaranteed, and was based on the same incentive plan that applied to four other executive officers.



Limitation on Tax Deductions. Under the federal tax laws, a publicly held company may not claim a federal income
tax deduction for compensation paid to certain executive officers to the extent that the compensation exceeds $1 million per officer in any year. To qualify for an exemption from the $1 million deduction limitation, the stockholders approved a
limitation under the 1999 Equity Incentive Plan on the maximum number of shares for which a participant may be granted stock options in any calendar year. Because this limitation was adopted, any compensation deemed paid to an executive officer when
he or she exercises an option with an exercise price that is at least equal to the fair market value of the option shares on the grant date should qualify as performance-based compensation and should not be subject to the $1 million limitation.
Other components of the named executive officers compensation are subject to the $1 million limitation. In light of the Companys substantial net operating loss carryforwards, the impact of any loss of federal income tax deductions is
expected to be deferred.



Submitted
by the Compensation Committee of the Board of Directors:



Richard A. Kashnow, Chair

Thomas F. Monahan

Richard F. Wallman



97



---

##### Table of Contents

Compensation Committee Interlocks and Insider Participation



The Compensation Committee was formed in April 1999, and the current
members of the Compensation Committee are Messrs. Kashnow, Monahan and Wallman. None of these individuals was at any time during fiscal year 2003, or at any other time, an officer or employee of the Company. No executive officer of the Company
serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Companys Board of Directors or Compensation Committee.



STOCK PERFORMANCE GRAPH



The graph set forth below compares the cumulative total stockholder
return on the Companys Common Stock between June 23, 1999 (the date the Common Stock commenced public trading) and September 30, 2003, with the cumulative total return of (i) the Morgan Stanley High Tech Index (the MSH Index) and
(ii) the Standard and Poors 500 Index (the S&P Index), over the same period. This graph assumes the investment of $100.00 on June 23, 1999 in the Common Stock, or on May 31, 1999 in the MSH Index and the S&P Index, and
assumes the reinvestment of dividends, if any.



The
comparisons shown in the graph below are based upon historical data. The Company cautions that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of
the Common Stock. Information used in the graph was obtained from Bloomberg, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information.



LOGO



The Company effected
its initial public offering of Common Stock on June 22, 1999 at a price of $5.75 per share (as adjusted to reflect the stock splits in 1999 and 2000). The graph above, however, commences with the closing price of $22.50 per share (as adjusted to
reflect these stock splits) on June 23, 1999the date the Companys Common Stock commenced public trading.



98



---

##### Table of Contents

|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- |  | ----------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table sets forth as of September 30, 2003 certain
information regarding our equity compensation plans.



|                                                              |  |                                                                                          |     |  |                                                                         |       |     |                                                                                                                                      |            |    
|------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | --- |  | ----------------------------------------------------------------------- | ----- | --- | ------------------------------------------------------------------------------------------------------------------------------------ | ---------- | ---
|                                                              |  | A                                                                                        |     |  | B                                                                       |       |     | C                                                                                                                                    |           
|Plan category                                                 |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights |     |  | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights |       |     | Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in Column
A) |           
|Equity compensation plans approved by security holders        |  | 46,695,263                                                                               |     |  | $                                                                       | 3.43  |     |                                                                                                                                      | 44,945,808 | (1)
|Equity compensation plans not approved by security holders(2) |  | 967,129                                                                                  | (3) |  | $                                                                       | 56.11 | (3) |                                                                                                                                      | 10,518,821 | (4)
|                                                              |  |                                                                                          |     |  |                                                                         |       |     |                                                                                                                                      |            |    
|Total                                                         |  | 47,662,392                                                                               |     |  | $                                                                       | 4.50  |     |                                                                                                                                      | 55,464,629 |    
|                                                              |  |                                                                                          |     |  |                                                                         |       |     |                                                                                                                                      |            |    

---

|(1) |  | Includes 19,567,856 shares available for future purchase under the Ariba, Inc. Employee Stock Purchase Plan. Securities available for future issuance under the Ariba, Inc. 1999
Equity Incentive Plan (the Incentive Plan) may, in addition to stock options, include shares of restricted common stock, stock units, and stock appreciation rights. The number of shares reserved for issuance under the Incentive Plan
automatically increases annually on January 1 (until and including 2005) by the lesser of 20,000,000 shares or 5% of the total number of shares of common stock outstanding on that date.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | See Note 9 of Notes to Consolidated Financial Statements for a narrative description of these plans.
|--- |  | ----------------------------------------------------------------------------------------------------



|(3) |  | Includes 600,000 shares of common stock underlying a warrant with an exercise price of $87.50 per share, which was issued in March 2000 in connection with a sales and marketing
alliance agreement with a third party. Also includes 367,129 shares of common stock issuable pursuant to awards outstanding under equity compensation plans assumed by the Company in connection with its fiscal year 2000 acquisitions of
TradingDynamics, Tradex, and SupplierMarket.com (the Assumed Plans). The weighted average exercise price of awards outstanding under the Assumed Plans is $4.81.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | Represents shares available for future issuance under the Assumed Plans. Securities available for future issuance under the Tradex 1999 Employee Stock Option/Stock Issuance Plan,
which the Company assumed in connection with its fiscal year 2000 acquisition of Tradex, include shares of restricted common stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Beneficial Ownership Table



The following table sets forth, as of December 31, 2003, certain information with respect to shares beneficially owned by (i) each person who is known by
the Company to be the beneficial owner of more than five percent (5%) of the Companys outstanding shares of Common Stock, (ii) each of the Companys directors and the executive officers named in the Summary Compensation Table below and
(iii) all current directors and executive officers as a group.



Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Under this rule, certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an
option or warrant) within sixty (60) days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person (and
only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the persons actual voting power at any particular date.



99



---

##### Table of Contents

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable
community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.



|                                                                        |  |                                                      |  |                     |  
|----------------------------------------------------------------------- |  | ---------------------------------------------------- |  | ------------------- | -
|                                                                        |  | Shares Beneficially Owned as of December 31, 2003(1) | 
|Beneficial Owner*                                                       |  | Number of Shares                                     |  | Percentage of Class |  
|Keith J. Krach(2)                                                       |  | 14,663,436                                           |  | 5.4                 | %
|Robert M. Calderoni(3)                                                  |  | 7,578,554                                            |  | 2.7                 | %
|Thomas F. Monahan                                                       |  | 0                                                    |  | *                   | *
|Richard A. Kashnow                                                      |  | 0                                                    |  | *                   | *
|Robert E. Knowling, Jr.(4)                                              |  | 110,000                                              |  | *                   | *
|Richard F. Wallman(5)                                                   |  | 47,971                                               |  | *                   | *
|Kevin S. Costello(6)                                                    |  | 862,166                                              |  | *                   | *
|James W. Frankola(7)                                                    |  | 982,662                                              |  | *                   | *
|Michael A. Schmitt(8)                                                   |  | 1,890,406                                            |  | *                   | *
|John D. True(9)                                                         |  | 1,404,630                                            |  | *                   | *
|All current directors and executive officers as a group (11 people)(10) |  | 27,539,825                                           |  | 9.7                 | %

---

|* |  | These beneficial owners can be reached at Ariba, Inc., 807 11th Avenue, Sunnyvale, California 94089.
|- |  | ----------------------------------------------------------------------------------------------------



|** |  | Less than 1% of the outstanding shares of Common Stock.
|-- |  | -------------------------------------------------------



|(1) |  | The number of shares of Common Stock deemed outstanding includes shares issuable pursuant to stock options that may be exercised within 60 days of December 31, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Consists of 10,936,546 shares held by Keith and Jennifer Krach, Trustees of the Krach Family Trust, 113,445 shares held by Keith Krach Trustee of the Jennifer S. Krach Annuity
Trust, 113,445 shares held by Keith Krach, Trustee of the Keith Krach Annuity Trust, and 3,500,000 shares held by Boilermaker I Limited Partnership.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Includes 16,054 shares owned by Mr. Calderoni and options exercisable for 7,562,500 shares of Common Stock within 60 days of December 31, 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | Includes options exercisable for 110,000 shares of Common Stock within 60 days of December 31, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------



|(5) |  | Includes 800 shares owned by Amy and Richard Wallman, 7,171 shares owned by Mr. Wallman and options exercisable for 40,000 shares of Common Stock within 60 days of December 31,
2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | Includes 60,083 shares owned by Mr. Costello and options exercisable for 802,083 shares of Common Stock within 60 days of December 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | Includes 17,384 shares owned by Mr. Frankola and options exercisable for 965,278 shares of Common Stock within 60 days of December 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------



|(8) |  | Includes 50,001 shares owned by Mr. Schmitt and options exercisable for 1,707,072 shares of Common Stock within 60 days of December 31, 2003, and 133,333 shares subject to
forfeiture as of December 31, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) |  | Includes 186,633 shares owned by Mr. True and options exercisable for 1,084,665 shares of Common Stock within 60 days of December 31, 2003, and 133,332 shares subject to forfeiture
as of December 31, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) |  | Includes options exercisable for an aggregate of 12,271,598 shares of Common Stock within 60 days of December 31, 2003, and 266,665 shares subject to forfeiture as of December 31,
2003.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



100



---

##### Table of Contents

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Companys certificate of incorporation limits the liability of the Companys directors for monetary damages arising from a breach of their
fiduciary duty as directors, except to the extent otherwise required by the Delaware General Corporation Law. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission.



The Companys bylaws provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. The Company has entered into indemnification agreements with its
executive officers and directors containing provisions that may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or
officers and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Pursuant to these agreements, the Company has advanced or indemnified, and may advance or indemnify in the future
certain directors and officers for fees and expenses incurred by them in connection with the internal review resulting in the restatement of its consolidated financial statements, related legal proceedings and other matters.



As previously reported, beginning January 27, 2003, following the
Companys announcement that it would restate its financial statements, several shareholder derivative actions were filed in the Superior Court of California for the County of Santa Clara against certain of the Companys current and former
officers and directors and against the Company as nominal defendant. These actions were filed by stockholders purporting to assert, on the Companys behalf, claims for breach of fiduciary duties, aiding and abetting, violations of the
California insider trading law, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, and contribution and indemnification. Specifically, the claims are based on the Companys acquisition activity and related
accounting implemented by the defendants, the alleged understatement of compensation expenses as reflected in the Companys then proposed restatement, the alleged insider trading by certain defendants, the existence of the restatement class
action litigation, in which the Company is alleged to be liable to defrauded investors, and the allegedly excessive compensation paid by the Company to one of the Companys officers, as reflected in the Companys then proposed restatement.
The complaints seek the payment by the defendants to the Company of damages allegedly suffered by the Company, as well as other relief.



The Company entered into an agreement with Robert M. Calderoni, its Director, President and Chief Executive Officer, under which he is entitled to receive
annual cash payments from the Company during the years 2001 through 2004. The amount of each payment will be calculated to compensate Mr. Calderoni for income taxes that he will incur as the result of the forgiveness of certain indebtedness to an
entity affiliated with Keith Krach, the former Chairman of the Board of Directors and co-founder of the Company. The aggregate principal amount of such indebtedness is $4,000,000, and it is expected to be forgiven along with accrued interest, over
four years, conditioned upon his continued employment with the Company. For the year ended September 30, 2003, the loan forgiveness amount was $1,152,100 and the tax reimbursement payment amounted to $1,171,395, and the amounts are expected to
decrease gradually over the remaining term. The entire amount of the indebtedness will be forgiven if the Company is subject to a change in control, if Mr. Calderonis employment is terminated by the Company without cause, if his employment
terminates because of his death or disability or if he resigns after the Company, without his consent, has materially reduced his responsibilities, has reduced his base salary or target bonus or has relocated his place of employment by more than 25
miles. If the forgiveness of indebtedness is accelerated, the Companys payments will be accelerated as well.



The Company entered into an agreement with James W. Frankola, its Executive Vice President and Chief Financial Officer, in October 2001 which provides for
an unsecured loan from the Company to Mr. Frankola in the amount of $1,500,000 at an annual interest rate of 3.55%. The principal amount of the loan and accrued interest becomes payable in full immediately after Mr. Frankolas employment with
the Company terminates for any reason other than a termination by the Company without cause. Further, the agreement provides that one-third of the principal amount and all accrued interest will be forgiven upon Mr. Frankolas completion of
12 months of continuous service with the Company as its Chief Financial Officer, and that the balance will be



101



---

##### Table of Contents

forgiven in equal monthly installments over the following 24 months of continuous service as the Companys Chief Financial Officer. The largest
aggregate amount of the loan outstanding during fiscal year 2003 was $1,553,104. As of December 31, 2003, $417,356 remained outstanding.



The Company entered into an agreement with Kevin S. Costello, its Executive Vice President, Ariba Solutions Delivery, in April 2002 which provides for two
unsecured loans from the Company to Mr. Costello, the first in the amount of $600,000 at an annual interest rate of 3.21% and the second in the amount of $400,000 at an annual interest rate of 3.18%. The principal amounts of the loans and accrued
interest immediately become payable in full if Mr. Costellos employment with the Company terminates. The agreement provides that the principal amounts and all accrued interest will be forgiven in full if the Company is subject to a change in
control or if Mr. Costello resigns from the Company within 12 months after (a) the Company, over his written objection, has required him to report to anyone other than the Companys Chief Executive Officer, (b) the Company has reduced his base
salary below his starting salary, or (c) the Company, over his written objection, has required that he relocate his principal place of employment more than 50 miles from the location where he commenced his employment. Further, the agreement provides
that one-third of the principal amounts and all accrued interest will be forgiven upon Mr. Costellos completion of 12 months of continuous full-time service with the Company, and that the balances will be forgiven in equal monthly installments
over the following 24 months of continuous full-time service with the Company. The largest aggregate amounts of the loans outstanding during fiscal year 2003 were $619,260 and $412,720 respectively. As of December 31, 2003, $283,662 and $178,139
remained outstanding, respectively.



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Companys annual financial statements for
2002 and 2003, and fees billed for other services rendered by KPMG LLP.



|                             |  |      |           |      |   |          
|---------------------------- |  | ---- | --------- | ---- | - | ---------
|                             |  | 2002 |           | 2003
|Audit fees                   |  | $    | 568,899   |      | $ | 598,730  
|Restatement fees(1)          |  |      | 1,914,500 |      |   | 314,990  
|                             |  |      |           |      |   |          
|Total audit fees             |  |      | 2,483,399 |      |   | 913,720  
|Audit related fees(2)        |  |      | 166,245   |      |   | 219,208  
|                             |  |      |           |      |   |          
|Audit and audit related fees |  |      | 2,649,644 |      |   | 1,132,928
|Tax fees(3)                  |  |      | 677,365   |      |   | 666,207  
|All other fees(4)            |  |      |          |      |   | 13,582   
|                             |  |      |           |      |   |          
|Total fees                   |  | $    | 3,327,009 |      | $ | 1,812,717
|                             |  |      |           |      |   |          

---

|(1) |  | Services provided in connection with the restatement of the Companys consolidated financial statements. Restatement fees for 2002 are for services performed through May 13,
2003, as noted in the 2002 Proxy. Restatement fees in 2003 are for services performed subsequent to May 13, 2003, but relate to the same restatement discussed in Part 1, Item 1 of amendment no. 2 of Form 10-K/A.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Audit related fees consisted of Webtrust certification and due diligence services.
|--- |  | ----------------------------------------------------------------------------------



|(3) |  | Tax fees consisted of fees for tax consultation and tax compliance services.
|--- |  | ----------------------------------------------------------------------------



|(4) |  | All other fees principally consisted of fees for international office registration services.
|--- |  | --------------------------------------------------------------------------------------------



The non-audit services provided by KPMG are permissible non-audit
services within the meaning of Section 10A(g) of the Securities Exchange Act of 1934.



102



---

##### Table of Contents

Section 10A(i)(1) of the Exchange Act requires that all audit and non-audit services to be
performed by the Companys principal accountants be approved in the advance by the Audit Committee of the Board of Directors, subject to certain exceptions relating to non-audit services accounting for less than five percent of the total fees
paid to its principal accountants which are subsequently ratified by the Audit Committee (the De Minimus Exception). Pursuant to Section 10A(i)(1) of the Exchange Act, the Audit Committee has established procedures by which it
pre-approves such services at each regularly scheduled meeting. In addition, pursuant to Section 10A(i)(3) of the Exchange Act, the Audit Committee has established procedures by which the Chairperson of the Audit Committee may pre-approve such
services provided the Chairperson report the details of the services to the full Audit Committee at its next regularly scheduled meeting. None of the non-audit services described above were performed pursuant to the De Minimus Exception during the
periods in which the pre-approval requirement has been in effect.



103



---

##### Table of Contents

PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



|(a) |  | 1.    FINANCIAL STATEMENTS
|--- |  | --------------------------



See Item 8 of this Form 10-K/A.



| | 2. |  | FINANCIAL STATEMENT SCHEDULES
| | -- |  | -----------------------------



Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.



| | 3. |  | EXHIBITS
| | -- |  | --------



The exhibits listed on the accompanying index to exhibits immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Form 10-K/A.



|           |  |                                                                                                                                                                                                                                                                                          
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                              
|3.1        |  | Amended and Restated Certificate of Incorporation of the Registrant including all amendments to date (which are incorporated herein by reference to Exhibit 3.1 to Registrants 10-K dated
December 29, 2000).                                                                           
|           | 
|3.2        |  | Amended and Restated Bylaws of the Registrant (which are incorporated herein by reference to Exhibit 3.4 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                       
|           | 
|4.1        |  | Amended and Restated Investors Rights Agreement dated April 17, 1998 (which is incorporated herein by reference to Exhibit 4.1 to the Registrants Form S-1 Registration No.
333-76953).                                                                                                
|           | 
|4.2        |  | Specimen Certificate of the Registrants common stock (which is incorporated herein by reference to Exhibit 4.2 to the Registrants Form S-1 Registration No.
333-76953).                                                                                                                
|           | 
|4.3        |  | Amended and Restated Investors Rights Agreement dated June 7, 1999 (which is incorporated herein by reference to Exhibit 4.3 to the Registrants Form S-1 Registration No.
333-76953).                                                                                                  
|           | 
|4.4*       |  | First Amended and Restated Shareholders Agreement dated December 10, 2001, by and among SOFTBANK Corp., SOFTBANK EC Holdings Corp., the Registrant and Nihon Ariba K.K. (which is incorporated
herein by reference to Exhibit 4.4 to the Registrants Form 10-Q dated February 14, 2002).
|           | 
|10.1       |  | Form of Indemnification Agreement entered into between the Registrant and its directors and executive officers (which is incorporated herein by reference to Exhibit 10.1 to the
Registrants Form S-1 Registration No. 333-76953).                                                      
|           | 
|10.2       |  | 1996 Stock Plan, as amended (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                                         
|           | 
|10.3       |  | 1999 Equity Incentive Plan, as amended (which is incorporated herein by reference to Exhibit 10.3 to the Registrants Form 10-K/A dated December 31, 2001).                                                                                                                              
|           | 
|10.4       |  | 1999 Directors Stock Option Plan (which is incorporated herein by reference to Exhibit 10.4 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                                   
|           | 
|10.9       |  | Sublease, dated October 1999, by and between the Registrant and ChainLink Technologies, Inc. (which is incorporated herein by reference to Exhibit 10.9 to the Registrants 10-K dated
December 23, 1999).                                                                               
|           | 
|10.10      |  | Lease agreement, dated March 15, 2000, by and between Moffett Park Drive LLC and the Registrant (which is incorporated herein by reference to Exhibit 10.10 to the Registrants 10-Q dated
May 15, 2000).                                                                                



104



---

##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                            
|10.11      |  | Amended and Restated Sublease dated August 6, 2001, between Registrant and Interwoven, Inc. (which is incorporated herein by reference to Exhibit 10.11 to the Registrants Form 10-K/A
dated December 31, 2001).                                                                      
|           | 
|10.14*     |  | Standby Purchase Agreement dated December 10, 2001, by and among Nihon Ariba K.K., the Registrant and SOFTBANK EC Holding Corp. (which is incorporated herein by reference to
Exhibit 10.25 to the Registrants Form 10-Q dated February 14, 2002).                                    
|           | 
|10.15*     |  | First Amendment to Standby Purchase Agreement dated June 30, 2002, by and among Registrant, SOFTBANK EC HOLDINGS CORP. and Nihon Ariba K.K. (which is incorporated herein by reference to
Exhibit 10.30 to the Registrants Form 10-Q dated August 14, 2002).                          
|           | 
|10.16*     |  | Release, Reimbursement and Payment Agreement, dated December 10, 2001, by and among the Registrant, Nihon Ariba K.K., SOFTBANK Corp. and SOFTBANK EC Holdings Corp. (which is incorporated
herein by reference to Exhibit 10.26 to the Registrants Form 10-Q dated February 14, 2002).
|           | 
|10.17      |  | Offer Letter, dated November 22, 2000, by and between the Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.17 to Registrants 10-Q dated
February 14, 2001).                                                                                
|           | 
|10.18*     |  | Amendment to Offer Letter dated July 18, 2001, by and between Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.18 to the Registrants Form
10-K/A dated December 31, 2001).                                                                 
|           | 
|10.19      |  | Offer Letter, dated February 21, 2001 by and between the Registrant and Michael Schmitt (which is incorporated herein by reference to Exhibit 10.21 to Registrants 10-Q dated May 15,
2001).                                                                                          
|           | 
|10.20*     |  | Severance Agreement dated July 18, 2001, by and between Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.19 to the Registrants Form 10-K/A
dated December 31, 2001).                                                                       
|           | 
|10.21*     |  | Loan Agreement, dated February 1, 2001 by Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.20 to the Registrants Form 10-K/A dated December 31,
2001).                                                                                                    
|           | 
|10.22*     |  | Promissory Note dated February 1, 2001, by Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.21 to the Registrants Form 10-K/A dated December 31,
2001).                                                                                                   
|           | 
|10.23*     |  | Letter Agreement, dated October 20, 2001, by and between the Registrant and Lawrence A. Mueller (which is incorporated herein by reference to Exhibit 10.22 to the Registrants Form
10-Q dated February 14, 2002).                                                                    
|           | 
|10.24*     |  | Offer Letter, dated October 16, 2001, by and between the Registrant and James W. Frankola (which is incorporated herein by reference to Exhibit 10.23 to the Registrants Form 10-Q dated
February 14, 2002).                                                                          
|           | 
|10.25*     |  | Severance Agreement dated January 21, 2002, by and between Registrant and Eileen McPartland (which is incorporated herein by reference to Exhibit 10.27 to the Registrants Form 10-Q
dated May 15, 2002).                                                                             
|           | 
|10.26*     |  | Severance Agreement dated February 26, 2002, by and between Registrant and James Steele (which is incorporated herein by reference to Exhibit 10.27 to the Registrants Form 10-Q dated
May 15, 2002).                                                                                 
|           | 
|10.27*     |  | Offer Letter, dated April 10, 2002, by and between Registrant and Kevin Costello (which is incorporated herein by reference to Exhibit 10.29 to the Registrants Form 10-Q dated August
14, 2002).                                                                                     
|           | 
|10.28**    |  | Severance Agreement dated September 6, 2002, by and between Registrant and Michael Schmitt.                                                                                                                                                                                            
|           | 
|10.29**    |  | Letter Agreement dated September 30, 2002, by and between Registrant and James W. Steele.                                                                                                                                                                                              
|           | 
|10.30**    |  | SupplierMarket.com 1999 Stock Option Plan, as amended.                                                                                                                                                                                                                                 
|           | 
|10.31**    |  | TradingDynamics 1999 Stock Plan, as amended.                                                                                                                                                                                                                                           



105



---

##### Table of Contents

|           |  |                                                                                                                                                                                                                 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                     
|10.32**    |  | TradingDynamics 1998 Stock Plan, as amended.                                                                                                                                                                    
|           | 
|10.33**    |  | Tradex Technologies, Inc. 1999 Stock Option/Stock Issuance Plan, as amended.                                                                                                                                    
|           | 
|10.34**    |  | TradeEx Electronic Commerce Systems, Inc. 1997 Employee Stock Option Plan, as amended.                                                                                                                         
|           | 
|10.35      |  | Sublease, dated October 18, 2002, by and between Netscreen Technologies, Inc. and the Registrant (which is incorporated herein by reference to Exhibit 10.35 to the Registrants Form 10-Q
dated April 10, 2003.
|           | 
|10.36**    |  | Severance Agreement, dated May 21, 2003, by and between Registrant and John True.                                                                                                                               
|           | 
|21.1**     |  | Subsidiaries.                                                                                                                                                                                                   
|           | 
|23.1***    |  | Consent of Independent Auditors.                                                                                                                                                                                
|           | 
|31.1***    |  | Certification of Chief Executive Officer.                                                                                                                                                                       
|           | 
|31.2***    |  | Certification of Chief Financial Officer.                                                                                                                                                                       
|           | 
|32.1***    |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                         

---

|* |  | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | Incorporated by reference.
|-- |  | --------------------------

|*** |  | This document is filed as an exhibit to this Form 10-K/A.
|--- |  | ---------------------------------------------------------



|(b) |  | REPORTS ON FORM 8-K
|--- |  | -------------------



A current report on Form 8-K was filed with the Securities and Exchange Commission on July 22, 2003 to announce our earnings for the third quarter of
fiscal year 2003.****

---

|**** Information |  | in the Form 8-K was furnished to the Securities and Exchange Commission but not filed with the Securities and Exchange Commission.
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------



106



---

##### Table of Contents

SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, who is duly authorized, in the City of Sunnyvale, State of California on
this 27th day of January, 2004.



ARIBA, INC.By:

/s/    ROBERT M.
CALDERONIRobert M. Calderoni President and Chief Executive Officer and a Director (Principal Executive Officer)




By:

/s/    JAMES W.
FRANKOLAJames W. Frankola Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)




Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



|                                              |  |                                                                                                            |  |                 
|--------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----------------
|Signature                                     |  | Title                                                                                                      |  | Date            
|                                              |  |                                                                                                           
|/s/    ROBERT M.
CALDERONIRobert M.
Calderoni |  | President and Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |  | January 27, 2004
|                                              |  |                                                                                                           
|/s/    JAMES W.
FRANKOLAJames W.
Frankola     |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)          |  | January 27, 2004
|                                              |  |                                                                                                           
|*Richard F. Wallman                           |  | Director                                                                                                   |  | January 27, 2004
|                                              |  |                                                                                                           
|*Robert E. Knowling, Jr.                      |  | Director                                                                                                   |  | January 27, 2004
|                                              |  |                                                                                                           
|*Richard Kashnow                              |  | Director                                                                                                   |  | January 27, 2004

|     |  |                                      
|---- |  | -------------------------------------
|    
|     | 
|*By: |  | /s/    JAMES W. FRANKOLA             
|     |  |                                      
|     |  | (James W. Frankola, Attorney-in-Fact)





107



---

##### Table of Contents

EXHIBIT INDEX



|Exhibit No. |   |  | Description                                                                                                                                                                                                                                                                              
|----------- | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |   |  | Amended and Restated Certificate of Incorporation of the Registrant including all amendments to date (which are incorporated herein by reference to Exhibit 3.1 to
Registrants 10-K dated December 29, 2000).                                                                           
|            |  
|3.2         |   |  | Amended and Restated Bylaws of the Registrant (which are incorporated herein by reference to Exhibit 3.4 to the Registrants Form S-1 Registration No.
333-76953).                                                                                                                       
|            |  
|4.1         |   |  | Amended and Restated Investors Rights Agreement dated April 17, 1998 (which is incorporated herein by reference to Exhibit 4.1 to the Registrants Form S-1 Registration
No. 333-76953).                                                                                                
|            |  
|4.2         |   |  | Specimen Certificate of the Registrants common stock (which is incorporated herein by reference to Exhibit 4.2 to the Registrants Form S-1 Registration No.
333-76953).                                                                                                                
|            |  
|4.3         |   |  | Amended and Restated Investors Rights Agreement dated June 7, 1999 (which is incorporated herein by reference to Exhibit 4.3 to the Registrants Form S-1 Registration
No. 333-76953).                                                                                                  
|            |  
|4.4         |   |  | First Amended and Restated Shareholders Agreement dated December 10, 2001, by and among SOFTBANK Corp., SOFTBANK EC Holdings Corp., the Registrant and Nihon Ariba K.K. (which is
incorporated herein by reference to Exhibit 4.4 to the Registrants Form 10-Q dated February 14, 2002).
|            |  
|10.1        |   |  | Form of Indemnification Agreement entered into between the Registrant and its directors and executive officers (which is incorporated herein by reference to Exhibit 10.1 to the
Registrants Form S-1 Registration No. 333-76953).                                                      
|            |  
|10.2        |   |  | 1996 Stock Plan, as amended (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                                         
|            |  
|10.3        |   |  | 1999 Equity Incentive Plan, as amended (which is incorporated herein by reference to Exhibit 10.3 to the Registrants Form 10-K/A dated December 31, 2001).                                                                                                                              
|            |  
|10.4        |   |  | 1999 Directors Stock Option Plan (which is incorporated herein by reference to Exhibit 10.4 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                                   
|            |  
|10.5        |   |  | Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.5 to the Registrants Form S-1 Registration No. 333-76953).                                                                                                                                        
|            |  
|10.6        |   |  | Industrial Complex Lease dated August 11, 1997, by and between MP Caribbean, Inc. and the Registrant (which is incorporated herein by reference to Exhibit 10.6 to the
Registrants Form S-1 Registration No. 333-76953).                                                                
|            |  
|10.7        |   |  | Lease Agreement, dated June 12, 1996, by and between Charleston Place Associates and U.S. Robotics Access Corp., as amended (which is incorporated herein by reference to Exhibit
10.7 to the Registrants Form S-1 Registration No. 333-76953).                                         
|            |  
|10.8        |   |  | Sublease, dated February 1999, by and between 3Com Corporation, successor in interest to U.S. Robotics Access Corp., and the Registrant (which is incorporated herein by reference
to Exhibit 10.8 to the Registrants Form S-1 Registration No. 333-76953).                             
|            |  
|10.9        |   |  | Sublease, dated October 1999, by and between the Registrant and ChainLink Technologies, Inc. (which is incorporated herein by reference to Exhibit 10.9 to the Registrants
10-K dated December 23, 1999).                                                                               
|            |  
|10.10       |   |  | Lease agreement, dated March 15, 2000, by and between Moffett Park Drive LLC and the Registrant (which is incorporated herein by reference to Exhibit 10.10 to the
Registrants 10-Q dated May 15, 2000).                                                                                
|            |  
|10.11       |   |  | Amended and Restated Sublease dated August 6, 2001, between Registrant and Interwoven, Inc. (which is incorporated herein by reference to Exhibit 10.11 to the Registrants
Form 10-K/A dated December 31, 2001).                                                                        
|            |  
|10.12       | * |  | Stock Purchase Agreement, dated October 19, 2000, by and among Nihon Ariba K.K., Softbank Corp. and Softbank E-Commerce Corp. (which is incorporated herein by reference to Exhibit
10.16 to Registrants 10-Q dated February 14, 2001).                                                 
|            |  
|10.13       | * |  | Amendment No. 1 to Stock Purchase Agreement dated December 10, 2001, by and among Nihon Ariba K.K., SOFTBANK Corp. and SOFTBANK EC Holdings Corp. (which is incorporated herein by
reference to Exhibit 10.24 to the Registrants Form 10-Q dated February 14, 2002).                    



---

##### Table of Contents

|Exhibit No. |    |  | Description                                                                                                                                                                                                                                                                            
|----------- | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14       | *  |  | Standby Purchase Agreement dated December 10, 2001, by and among Nihon Ariba K.K., the Registrant and SOFTBANK EC Holding Corp. (which is incorporated herein by reference to
Exhibit 10.25 to the Registrants Form 10-Q dated February 14, 2002).                                    
|            |   
|10.15       | *  |  | First Amendment to Standby Purchase Agreement dated June 30, 2002, by and among Registrant, SOFTBANK EC HOLDINGS CORP. and Nihon Ariba K.K. (which is incorporated herein by
reference to Exhibit 10.30 to the Registrants Form 10-Q dated August 14, 2002).                          
|            |   
|10.16       | *  |  | Release, Reimbursement and Payment Agreement, dated December 10, 2001, by and among the Registrant, Nihon Ariba K.K., SOFTBANK Corp. and SOFTBANK EC Holdings Corp. (which is
incorporated herein by reference to Exhibit 10.26 to the Registrants Form 10-Q dated February 14, 2002).
|            |   
|10.17       |    |  | Offer Letter, dated November 22, 2000, by and between the Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.17 to Registrants 10-Q
dated February 14, 2001).                                                                                
|            |   
|10.18       | *  |  | Amendment to Offer Letter dated July 18, 2001, by and between Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.18 to the
Registrants Form 10-K/A dated December 31, 2001).                                                                 
|            |   
|10.19       |    |  | Offer Letter, dated February 21, 2001 by and between the Registrant and Michael Schmitt (which is incorporated herein by reference to Exhibit 10.21 to Registrants 10-Q dated
May 15, 2001).                                                                                          
|            |   
|10.20       | *  |  | Severance Agreement dated July 18, 2001, by and between Registrant and Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.19 to the Registrants
Form 10-K/A dated December 31, 2001).                                                                       
|            |   
|10.21       | *  |  | Loan Agreement, dated February 1, 2001 by Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.20 to the Registrants Form 10-K/A dated December 31,
2001).                                                                                                    
|            |   
|10.22       | *  |  | Promissory Note dated February 1, 2001, by Robert M. Calderoni (which is incorporated herein by reference to Exhibit 10.21 to the Registrants Form 10-K/A dated December 31,
2001).                                                                                                   
|            |   
|10.23       | *  |  | Letter Agreement, dated October 20, 2001, by and between the Registrant and Lawrence A. Mueller (which is incorporated herein by reference to Exhibit 10.22 to the
Registrants Form 10-Q dated February 14, 2002).                                                                    
|            |   
|10.24       | *  |  | Offer Letter, dated October 16, 2001, by and between the Registrant and James W. Frankola (which is incorporated herein by reference to Exhibit 10.23 to the Registrants Form
10-Q dated February 14, 2002).                                                                          
|            |   
|10.25       | *  |  | Severance Agreement dated January 21, 2002, by and between Registrant and Eileen McPartland (which is incorporated herein by reference to Exhibit 10.27 to the Registrants
Form 10-Q dated May 15, 2002).                                                                             
|            |   
|10.26       | *  |  | Severance Agreement dated February 26, 2002, by and between Registrant and James Steele (which is incorporated herein by reference to Exhibit 10.27 to the Registrants Form
10-Q dated May 15, 2002).                                                                                 
|            |   
|10.27       | *  |  | Offer Letter, dated April 10, 2002, by and between Registrant and Kevin Costello (which is incorporated herein by reference to Exhibit 10.29 to the Registrants Form 10-Q
dated August 14, 2002).                                                                                     
|            |   
|10.28       | ** |  | Severance Agreement dated September 6, 2002, by and between Registrant and Michael Schmitt.                                                                                                                                                                                            
|            |   
|10.29       | ** |  | Letter Agreement dated September 30, 2002, by and between Registrant and James W. Steele.                                                                                                                                                                                              
|            |   
|10.30       | ** |  | SupplierMarket.com 1999 Stock Option Plan, as amended.                                                                                                                                                                                                                                 
|            |   
|10.31       | ** |  | TradingDynamics 1999 Stock Plan, as amended.                                                                                                                                                                                                                                           
|            |   
|10.32       | ** |  | TradingDynamics 1998 Stock Plan, as amended.                                                                                                                                                                                                                                           
|            |   
|10.33       | ** |  | Tradex Technologies, Inc. 1999 Stock Option/Stock Issuance Plan, as amended.                                                                                                                                                                                                           
|            |   
|10.34       | ** |  | TradeEx Electronic Commerce Systems, Inc. 1997 Employee Stock Option Plan, as amended.                                                                                                                                                                                                
|            |   
|10.35       |    |  | Sublease, dated October 18, 2002, by and between Netscreen Technologies, Inc. and the Registrant (which is incorporated herein by reference to Exhibit 10.35 to the
Registrants Form 10-Q dated April 10, 2003.                                                                       
|            |   
|10.36       | ** |  | Severance Agreement, dated May 21, 2003, by and between Registrant and John True.                                                                                                                                                                                                      



2



---

##### Table of Contents

|Exhibit No. |     |  | Description                                                                                                            
|----------- | --- |  | -----------------------------------------------------------------------------------------------------------------------
|21.1        | **  |  | Subsidiaries.                                                                                                          
|            |    
|23.1        | *** |  | Consent of Independent Auditors.                                                                                       
|            |    
|31.1        | *** |  | Certification of Chief Executive Officer.                                                                              
|            |    
|31.2        | *** |  | Certification of Chief Financial Officer.                                                                              
|            |    
|32.1        | *** |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---

|* |  | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | Incorporated by reference.
|-- |  | --------------------------

|*** |  | This document is filed as an exhibit to this Form 10-K/A.
|--- |  | ---------------------------------------------------------



3