Governance | Corporate Political Activities | TI PAC | Political Activity of TI Employees

Governance

The political activities of TI, our officers and employees are regulated by national, state and local laws and regulations. Political activities in the U.S. are managed by Paula Collins, vice president of Government Relations, who reports to Terri West, senior vice president of Communications and Investor Relations. Collins was elected as an officer by the Governance and Stockholder Relations Committee of the TI board of directors, which, pursuant to its statement of responsibilities, has oversight for and reviews the political activities of the corporation and its officers and employees. This includes review of the company's memberships in trade associations and its policy on political expenditures.

TI has well-established policies and practices that facilitate lawful participation by our company and employees in the political process. These policies and practices define both the activities in which TI engages and the responsibilities and practices of our political action committee.

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Corporate Political Activities

As a matter of practice in managing corporate political activities, TI distinguishes between the following types of corporate political activities:

1. ACTIVITIES RELATING TO INDIVIDUAL CANDIDATE CAMPAIGNS FOR ELECTIVE OFFICE: Federal laws and the laws of some states, including Texas (where TI is headquartered), prohibit the use of corporate resources by the company or its employees for support of individual candidate campaigns for elective office. Consistent with these laws, TI does not allow corporate resources to be used to support individual candidates or multi-candidate campaign committees. In addition, TI does not use corporate resources to support federal, state or local political parties, or to make independent expenditures. However, as permitted by law, TI pays the administrative expenses of the Texas Instruments Political Action Committee, which is discussed in more detail below.

2. ACTIVITIES RELATING TO BALLOT MEASURES, INITIATIVES AND REFERENDA: When permitted by applicable law, TI may utilize corporate resources, including financial contributions, to support or oppose state and local ballot measures, initiatives, and referenda. In practice, this type of activity most frequently occurs in the form of financial support for a local government bond authorization or initiative campaigns in communities where TI has facilities and the presence of a significant number of employees. All such contributions must be reviewed by the Vice President of Government Relations and align with TI’s business or community interests, and not those of any individual officer or executive. A listing of corporate contributions to ballot measures, initiatives, and referenda can be found here. This information is updated semiannually.

3. ACTIVITIES RELATING TO EXECUTIVE OR LEGISLATIVE POLICY DECISIONS (LOBBYING): TI believes in the principle of responsible corporate participation in federal, state and local public policy debates on matters affecting the business of the company. Participation in public policy formation is a First Amendment right and is viewed by TI as an element of Corporate Social Responsibility. A list of TI's public policy priorities is here.

As permitted by law, corporate resources are used to support lobbying activities including staffing and expenses of the TI Government Relations organization and other employees who engage in lobbying activities. Corporate resources are also used to hire consultants to support lobbying, to pay dues for associations and membership organizations that engage in lobbying, and to support lobbying coalitions that are created to advocate for specific public policy outcomes. A listing of TI memberships in trade associations that engage in lobbying activities in the U.S. can be found here.

TI closely monitors lobby registration and reporting requirements of federal, state and local government, as well as tax laws and regulations relating to lobbying, to ensure compliance by the corporation, its officers and employees with applicable law. As required by law, TI files documentation detailing its lobbying activities with appropriate federal and state government entities.

Over the course of each year TI undertakes a number of training and due diligence activities with regard to advocacy and political spending to ensure compliance with TI obligations under law and consistency with its own internal policies. In addition, each year TI's Governance and Shareholder Relations Committee reviews TI's political expenditures and confirms that its political expenditures are consistent with the company's policies.

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TI PAC

Under applicable U.S. federal and state election laws, TI has established a segregated fund known as Texas Instruments Political Action Committee (TI PAC). The activities of TI PAC are overseen by a Board of Trustees comprised of senior TI executives and a Treasurer that are appointed annually by the TI Board of Directors. The Board of Trustees of TI PAC is chaired by the Senior Vice President of Communications and Investor Relations.

TI PAC is funded by voluntary contributions from eligible TI employees as defined under U.S. campaign finance laws. Administrative expenses for TI PAC are borne by the corporation, as permitted by federal, state and local law.

TI PAC contributes to candidates for elective office at the federal, state and local level in the United States. Contributions to candidates are approved by the TI PAC Board of Trustees and are based on candidate criteria which include integrity and character, support for policies that advance private enterprise, committee assignments that address legislation affecting TI, leadership, representation of a district or state with a TI business operation, voting record, and the nature of the election. TI PAC does not contribute to national, state, or local political parties, or political organizations created under 26 U.S.C §527.

Participation in TI PAC by TI employees is a voluntary decision by the employee. Employees are not pressured to make political contributions. Under no circumstances does TI or TI PAC reimburse individuals or entities for political contributions. No political contributions, from the PAC or corporation, may be made in return for, in recognition of, or in anticipation of an official act.

TI PAC contributions to candidates for federal, state and local office in the current election cycle can be found here. This section is updated semi-annually. The PAC is audited periodically by TI's Audit Services team at least every three years.

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Political Activity of TI Employees

As citizens, TI employees have the right to participate individually in the political process. To ensure that individual campaign activity does not inadvertently result in TI making an impermissible corporate political contribution or restrict TI’s ability to do business, TI follows these policies regarding employee political activity:

• TI employees are required to consult with the Vice President of Government Relations before becoming a candidate for elective office or using their affiliation or title with TI in any political context that could cause someone to believe that their actions reflect the views or position of TI. Use of corporate resources or assets (such as corporate facilities, communications assets or personnel) in connection with personal political activity by employees is prohibited.
• Certain state and local jurisdictions have laws that prohibit corporations from engaging in government contracts if an employee (and in some cases even a spouse or child of the employee) makes or solicits political contributions to a candidate for elective office in that jurisdiction. In those jurisdictions, employees must obtain approval from the Vice President of Government Relations before making or soliciting political contributions for a candidate seeking local, state or federal office.
• Federal and certain state laws regulate or prohibit employees of corporations from "bundling" political contributions – the process of physically collecting and forwarding multiple political contributions from individuals to a candidate for elective office. TI employees are prohibited from engaging in bundling of political contributions of other TI employees without the prior approval from the Vice President of Government Relations.

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