i2 Code of Business Conduct and Ethics

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Code of Conduct

TABLE OF CONTENTS
1.0. GENERAL PRINCIPLES OF THE CODE OF BUSINESS CONDUCT AND ETHICS
2.0. EMPLOYEE RELATIONS
	2.01 Employee/Employer Rights
	2.02 Harassment
	2.03 Conflicts of Interest
	2.04 Illegal or Improper Acts
3.0. BUSINESS PARTNERS AND VENDORS
	3.01 Procurement of Goods and Services
	3.02 Gifts and Entertainment
4.0. INTERNAL ACCOUNTING CONTROLS
	4.01 Foreign Corrupt Practices Act
	4.02 Accounting Controls, Procedures and Records
5.0. GOVERNMENT, CUSTOMERS AND SUPPLIERS
6.0. CONFIDENTIALITY AND PROTECTION OF CORPORATE PROPERTY AND INFORMATION
	6.01 Protecting Company Property
	6.02 Use and Disclosure of Inside Information
7.0. MEDIA RELATIONS
8.0. REPORTING VIOLATIONS
9.0. ADDITIONAL POLICIES
10.0. AMENDMENTS TO, AND WAIVERS FROM, THE CODE
1.0 GENERAL PRINCIPLES OF THE CODE OF BUSINESS CONDUCT AND ETHICS
The Code of Business Conduct and Ethics (the "Code") is based on the following general principles:
	Compliance with the Law - i2 and its employees will abide by the letter and the spirit of applicable laws and regulations, and will act in such a manner that the full disclosure of facts related to activities will reflect favorably upon the Company. Adherence to High Ethical Standards - i2 and its employees will adhere to high ethical standards of conduct in our business activities, and will act in a manner that enhances i2's standing as a vigorous and ethical competitor.
The Code is reasonably designed to deter wrongdoing and to promote:
	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in the Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC, and in other public communications made by the Company; Compliance with applicable governmental laws, rules and regulations; The prompt internal reporting to an appropriate person or persons identified in the Code of Violations of the Code; and Accountability for adherence to the Code.
The specific issues discussed in this Code do not address every situation where a law or company policy may apply. However, they should help you better understand the general principles stated above and provide guidance in recognizing and resolving properly the ethical and legal issues you encounter in conducting the company's business.
Anyone who violates the Code will be acting outside the scope of his or her employment and will be subject to disciplinary action up to and including termination.
2.0 EMPLOYEE RELATIONS
2.01 Employee/Employer Rights
An employee's rights and i2's rights as an employer are governed by the laws of the country of employment, the work rules of the employing unit and individual written employment contracts, if any. This Code is intended to clarify i2's rights and expectations as an employer, but does not add or subtract from employee rights or in any way create any contractual employment rights for employees. In the United States and many other countries, employment by i2 is employment at will. This means that employees have the right to terminate their employment at any time for any reason with or without notice, and i2 may exercise the same right. Where local country laws pertaining to employment contain mandatory requirements that differ from the provisions of this Code, these local country laws prevail for an employee working in such countries, unless otherwise agreed to in written form by i2 and the employee (e.g., expatriate, employment contract, or other similar agreements).
2.02 Harassment
i2 is committed to providing a work environment in which all individuals are treated with respect and dignity. Each employee has the right to work in a professional environment that is free from intimidation, hostility or other offenses that might interfere with work performance.
Harassment is the creation of a hostile or intimidating environment in which conduct, verbal, visual or physical, because of its severity and/or persistence, is likely to interfere significantly with an individual's work. Please refer to i2's full Harassment Policy located at the i2 intranet under Human Resources/Employee Handbook.
The following are strictly prohibited and will result in disciplinary action up to and including termination:
	Engaging in harassment; Failure, on the part of management staff who believes harassment of any kind may be occurring, to report the conduct to Human Resources to take remedial action; Taking retaliatory action against someone for having reported or threatened to report, or providing information in the course of an investigation of harassment; Failure to maintain confidentiality regarding any investigation of harassment, whether involved as a victim, witness or alleged harasser; and Fabricating claims of harassment.
2.03 Conflicts of Interest
A conflict of interest exists when there is an actual or apparent conflict between an individual's obligation to the Company and personal self-interest. Employees should act with honesty and integrity, avoiding any relationship with other businesses or persons that could impair or unduly influence their ability to discharge their duties properly. The appearance of a conflict often can be as damaging as an actual conflict. A good general rule is to avoid any action or association that would be embarrassing to you or the Company if it were disclosed to the public.
Generally speaking, employees should not provide service or assistance to a competitor or engage in activities that compete with any of the Company's lines of business. In addition, you should not use company assets for your personal gain. Work you do for the Company belongs to the Company. You may not exploit for your personal gain inventions, patents or copyrights belonging to the Company. If a business opportunity should belong to i2, taking it for your personal gain is similar to misappropriating a corporate asset.
Neither you nor, to your knowledge, any person having a close personal relationship* to you, should participate in any of the following activities:
	Obtaining a significant financial or other beneficial interest in one of i2's privately-held suppliers, partners, customers or competitors without notifying the Company as soon as you become aware of such activity; Engaging in a business transaction involving i2 for personal profit or gain without prior written approval from the Company; Accepting money, gifts of other than nominal value (see section covering "Gifts"), excessive hospitality, loans or other special treatment from any supplier, partner, customer or competitor of i2 without prior written approval from the Company; Giving money, gifts of other than nominal value (see section covering "Gifts"), excessive hospitality, loans or other special treatment to any supplier, partner, customer or competitor of i2 without prior written approval from the Company; Participating in any personal sale, loan or gift of i2 property without prior written approval from the Company; Learning of a business opportunity through association with i2 and disclosing it to a third party or investing in the opportunity without first offering it to i2 without prior written approval from the Company; or Performing work that competes in any way with the interests of i2 without notifying the Company as soon as you become aware of such activity.
If a conflict of interest or appearance of a conflict of interest develops, you should disclose the issue to a member of the i2 Internal Audit Department or the i2 Legal Department or report the findings anonymously by contacting EthicsPoint at 1-866-ethicsp (384-4277) or by logging in to www.ethicspoint.com.
*Persons having a "close personal relationship" with an employee refer to the employee's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, any person living in the same house with the employee, former spouses, anyone in a close personal relationship with the employee or any business associate of the employee.
2.04 Illegal or Improper Acts including, but not limited to, Fraud and Similar Irregularities
This Code prohibits employees from engaging in illegal or improper acts. Engaging in such acts will serve as justification for termination of employment for cause. Such acts include but are not limited to:
	Conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any violation of criminal law involving dishonesty or willful misconduct (whether or not a felony); Repeated failure or refusal to perform your duties in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or your supervisor(s) or manager(s); Breach of your obligations or any action you take which results in i2's breach of its obligation under any confidentiality agreements or provisions, or proprietary information agreements; Failure to disclose side agreements or "understandings" with a customer, supplier or partner that are outside the terms of the contract; Knowingly providing, or failing to report, false or materially misleading information with respect to the Company’s financial statements or other public disclosures; or Other misconduct that has or could discredit or damage the Company.
i2 policy prohibits fraudulent activities. You should be cognizant of the existence of fraud and should follow procedures concerning the recognition, reporting and investigation of suspected fraud. Fraud includes, but is not limited to:
	Dishonest or fraudulent acts; Embezzlement; Forgery or alteration of negotiable instruments such as company checks and drafts; Misappropriation of company, employee, customer, partner or supplier assets; Conversion to personal use of cash, securities, supplies or any other company asset; Unauthorized handling or reporting of company transactions; Falsification of company records or financial statements for personal or other reasons; Consistent violations of any company policy such as travel and entertainment; Fraudulent submission of timesheets or expense reports; and Acceptance of offers of kickbacks from contractors, customers, partners or suppliers.
Managers are responsible for knowing fraud exposures for their areas and for detecting suspected wrongdoing. Each manager best knows standard operating procedure in their area, and therefore, is most capable of identifying a transaction that is out of the ordinary. Managers should not, under any circumstances, attempt to cover up wrongdoing. Managers should not conduct investigations, nor should they confront the suspected individual or directly question strange, odd or curious transactions. If an employee reports wrongdoing by another employee, contractor, partner, supplier or customer, the Manager should direct them to immediately report the incident to the i2 Internal Audit Department or report the findings anonymously by contacting EthicsPoint at 1-866-ethicsp (384-4277) or by logging in to www.EthicsPoint.com.
i2 forbids any unauthorized investigative activity and any retaliation against witnesses or "whistleblowers". Any person engaging in such acts will receive disciplinary action up to and including termination. i2 will cooperate with the appropriate authorities in the investigation, and if necessary, prosecution of individuals who engage in acts of retaliation.
Fraud investigations must remain strictly confidential to protect investigators, witnesses and the accused. Any employee who inappropriately discusses the facts of an investigation could receive disciplinary action up to and including termination.
If you suspect wrongdoing by another employee, contractor, partner, supplier or customer, you should immediately report the incident to EthicsPoint at the following phone number: 1-866-ethicsp (384-4277) or log into the following website: www.EthicsPoint.com. The reporting of any suspected wrongdoing is on a confidential, anonymous basis. Toll free international calls and translator assisted calls are also available.
Failure to comply with or fully disclose information regarding a suspected violation to company representatives conducting an authorized investigation can result in disciplinary action up to and including termination.
3.0 BUSINESS PARTNERS AND VENDORS
3.01 Procurement of Goods and Services
Purchasing decisions must be based solely on i2's best interests. Suppliers should win i2 business based on product or service suitability, price, delivery and quality. Purchasing agreements should be documented and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurate with the services or products provided.
The same information and instructions will be provided to each competing supplier for a proposed purchase.
All proprietary data of the suppliers provided to i2 will be protected as reflected in our agreements with them.
Reasonable efforts should be made to evaluate and duly consider competing offers from other companies.
You or any person having a close personal relationship* to you should not directly participate as a business partner or vendor without prior written approval from the Company.
*Persons having a "close personal relationship" with an employee refer to the employee's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, any person living in the same house with the employee, former spouses, anyone in a close personal relationship with the employee or any business associate of the employee.
3.02 Gifts and Entertainment
i2 desires to treat fairly and impartially all persons and companies with whom it has business relationships, including its customers, partners and suppliers. Giving or accepting gifts and entertainment can be construed as an attempt to unduly influence the relationship. Generally, you should not provide or accept gifts of more than nominal value ($75 or under) or entertainment of greater than usual or customary expense. Gifts of money are never permissible. Your judgment should tell you when a gift is improper and should be refused to prevent embarrassment to everyone and to avoid what may be an unintentional violation of the law. Business entertainment is an ambiguous area. Picking up the check (or letting someone else pay the tab) for a business lunch or dinner or a trip to a sporting event or the theater is usually permissible.
If in doubt about whether a gift or entertainment is appropriate, ask your supervisor, your Human Resources representative, or i2's Internal Audit or Legal Departments. Employees will be reimbursed for reasonable business-related travel and entertainment expenses. The expenses must be necessary, legally incurred, and properly authorized, reported and approved.
The following offers guidance, but is not definitive, in this area:
	Unsolicited promotional materials of a general advertising nature, such as imprinted pencils, memo pads and calendars, are permitted as long as what is given is accepted without any express or implied understanding that the recipient is in any way obligated. Presentations of a ceremonial nature in keeping with national custom may be permitted as long as what is accepted is not in violation of any law, cannot be construed as a bribe or a payoff and would not embarrass i2 if disclosed publicly. Gifts of nominal value, $75 or under, are permitted, provided they are given as a gesture of professional friendship, and do not involve a company commitment having to do with the transaction of business. Gifts exceeding $75 should not be given or accepted without prior written approval from the Company. In no event should a gift be accepted from a supplier or potential supplier during, or in connection with, contract negotiations. An occasional meal or entertainment in the normal course of business relations, paid for by a supplier, partner or customer or potential supplier, partner or customer, is permitted provided that a representative of the supplier, partner or customer is in attendance and such hospitality is not excessive or unusual in nature. It is never acceptable to solicit gifts, gratuities, or business courtesies for the benefit of an i2 employee, family member or friend.
4.0 INTERNAL ACCOUNTING CONTROLS
Internal accounting controls have been established to manage the Company's financial transactions. i2 adopted these controls to satisfy internal needs and to assure compliance with generally accepted accounting principles, the guidelines of the Financial Accounting Standards Board, and the requirements of applicable laws and regulations. Because of its far-reaching provisions, one of these laws, the United States Foreign Corrupt Practices Act ("FCPA"), deserves further explanation.
4.01 Foreign Corrupt Practices Act
The FCPA became U.S. federal law in 1977. The FCPA has two basic parts: 1) the anti-bribery provisions and 2) accounting and record-keeping requirements. The anti-bribery section prohibits payment of a bribe to a non-U.S. official or non-U.S. political party, party official or candidate for political office. The FCPA defines a bribe as anything of value given or offered to a non-U.S. official for the purpose of influencing an act or decision to obtain, retain or direct business. Anything of value includes monetary and non-monetary gifts, awards and compensation.
Despite the reference to foreign practices, the FCPA's accounting and record-keeping provisions apply to domestic and international operations of publicly traded U.S. companies. These rules originally were intended to prevent the creation of unreported slush funds or illegal payments to non-U.S. officials. But the U.S. government also uses them to challenge a wide range of record keeping practices.
While the FCPAs accounting provisions basically restate generally accepted accounting principles, it is important to understand that strict accuracy in documentation and reporting is required. These provisions can be interpreted to include relatively small sums from petty cash funds. Any director, officer, employee or agent of i2, or any stockholder acting on behalf of i2, who is convicted of violating the FCPA is subject to substantial fines and/or imprisonment. If convicted, the Company is also subject to substantial fines.
	No company officer, employee, or agent has authority to offer payments to a foreign official to induce that official to affect any government act or decision in a manner that will assist the Company or any of its subsidiaries or divisions to obtain or retain business. Every officer, employee, and agent is obligated by company policy and federal law to keep books, records, and accounts that accurately and fairly reflect all transactions and disposition of company assets. Employees are prohibited from using their personal funds to provide payments to foreign officials. Payments to attorneys, consultants, advisors, partners, suppliers, and customers of the Company violate the Code if made while knowing that all or a portion of such payments will be offered, given, or promised to a foreign official for any prohibited purpose. Certain facilitating payments as part of published authorized fees are not prohibited when made to expedite or secure the performance of routine government actions. Such actions include obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pickup and delivery; loading and unloading cargo; and actions of a similar nature.
Any employee engaged, or about to become engaged in a transaction that conflicts with U.S. law, should promptly consult the i2 Legal Department.
4.02 Accounting Controls, Procedures, Records and Audits
i2 has established systems, controls and records for authorizing, executing, and recording transactions involving assets and liabilities. The Company also controls access to assets and periodically reconciles recorded and existing assets. i2 requires that:
	Employees provide constituents with information that is fair, accurate, complete, objective, relevant, timely and understandable with the understanding that such information may be used in documents that the Company files with or submits to the Securities and Exchange Commission or other governmental agencies. Transactions of the Company will be executed only in accordance with management's general or specific authorizations. No officer, employee or other person acting on behalf of the Company will engage in any activity that circumvents the Company's system of internal controls. Administrative and accounting controls will be in place to assure that financial and other reports are accurately and reliably prepared, and fully and fairly disclose pertinent information. The Company prohibits false or misleading entries in its books and records for any reason and will not condone any undisclosed or unrecorded bank accounts, assets or liabilities established for any purpose. No employee will authorize payment knowing that any part of the payment will be used for any purpose other than what is described in documents supporting the payment. Expenses incurred by employees in performing company business will be reimbursed through the filing of expense reports, which must be documented accurately and completely. No person will fraudulently influence, coerce, manipulate or mislead the independent auditors retained by the Company to audit or review its books, records or financial statements.
5.0 GOVERNMENT, CUSTOMERS AND SUPPLIERS
In addition to the provisions of this Code and other i2 policies, employees working with the U.S. government, state or local governments, or governments of those countries where i2 operates, have an additional obligation to know, understand and abide by the laws, regulations and ethical standards of those governments that may be more strict than those that apply to our non-government customers and suppliers.
National and local governments around the world have specific and varied procurement laws and regulations that have been established to protect the public interest. These laws generally prohibit or put strict limits on gifts, entertainment and travel offered to government officials. They also often apply to the hiring of current or recently retired officials and their families, and to any conduct that may be viewed as improperly influencing objective decision-making. Many other laws strictly govern accounting and billing practices applied to the fulfillment of government contracts and subcontracts. i2 employees who deal with government officials and contracts are responsible for knowing and complying with applicable laws and regulations.
6.0 CONFIDENTIALITY AND PROTECTION OF CORPORATE PROPERTY AND INFORMATION
6.01 Protecting Company Property