Living our values
TI’s ambitions, values andcode of conduct

Table of contents

TEXAS INSTRUMENTS - LIVING OUR VALUESA letter from our CEO

3

Living our values

4

Our ambitions

6

Our values

7

Our code of conduct

8Your role11

Expectations of managers

12

Possible situations: What if?

13

When you see something that isn’t right15

2020 Texas Instruments Code of Conduct

2

A letter from our CEO
Our products and markets have changed
through the years in exciting ways, but our
determination to do business the right way andbuild a stronger company for the long term has
never wavered. At our core, we have a passion
to create a better world by making electronics
more affordable through semiconductors. The
power of semiconductors to make electronics
affordable for everybody was evident with ourearliest successes with transistors, Jack Kilby’s
invention of the integrated circuit, and is alive
and well today.
To make this passion a lasting reality, we operate
the company with three ambitions:
1.		We will act like owners who will own thecompany for decades.
2.		We will adapt and succeed in a worldthat is ever changing.
3.		We will be a company that we are
personally proud to be a part of and wewould want as our neighbor.
When we are successful in achieving theseambitions, our employees, customers,
communities and shareholders all win. Our desire
and determination to achieve these ambitions
requires that each of us has a responsibility to
not only understand our ambitions, but also
our values.

TEXAS INSTRUMENTS - LIVING OUR VALUES

Our values define who we are and how weshould behave on a daily basis, which includes
being trustworthy, inclusive, innovative,competitive and results-oriented.
Each of us must also understand our code of
conduct, which further translates our ambitionsand values into the standards we must upholdand provides clarity about the behaviors we will
not tolerate.
Our people, our customers, our suppliers, andour communities all have choices. They choose towork at TI, or buy from us, or support us not only
for our products and technology, but also because
we try to operate on a daily basis consistent withthe spirit of our ambitions and values.
The responsibility of achieving our ambitions,of behaving in a way that is consistent with ourvalues, and complying with our code of conduct
lies with each of us individually, and is foundational
to building a Stronger TI for the long term.

Haviv Ilan
President and CEO

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Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Living our values:
A short summary of ourambitions, values, code of
conduct and policies

Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t right

When we consider the challenge of building TI stronger for decades
to come, we need to comprehend all the forces that influence how we
operate on a daily basis.
•

If we don’t produce compelling products and meet the needs of our customers, we will eventually fail.

•If we don’t create an environment that gets the best out of everybody, we will underperform andeventually fail.

•If we don’t comply with the laws of the world, we will not be allowed to operate and eventually fail.

Living our values is about comprehending all these forces, which we break down into ambitions, values,
code of conduct and policies.

TEXAS INSTRUMENTS - LIVING OUR VALUES•

Ambitions: what we desire and are determined to achieve•

Values: principles that define who we are and how we behave•

Code of conduct: standards we commit to uphold•

Policies: rules to govern our decisions and behavior
4Living our values
Our ambitions – What we desire and are determined to achieve
Create a better world by making electronics more affordable through semiconductors.
1) We will act like owners who will own the company for decades.
2) We will adapt and succeed in a world that is ever changing.
3) We will be a company that we are personally proud to be a part of and we would want as our neighbor.

When we are successful, our employees, customers, communities and shareholders all win.

Our values – Principles that define who we are and how we behave
Trustworthy• Act with integrity and highethical standards• Do the right thing• Be honest and dependable• Operate in a socially
responsible way

Inclusive
Create an environment that:• Unlocks everyone’s full potential• Respects each other• Values our differences• Encourages people to put thoughts
and ideas on the table

Innovative• Produce compelling products:
smaller, cheaper, faster, and lower
power• Be persistent to overcome barriers• Be curious

Competitive• Challenge ourselves and each other toperform at our best
• Invest in the best opportunities to getstronger• Know the score and commit to win• Attract, develop and retain the best people

Results-oriented• Be customer and market driven• Deliver on our commitments• Act with urgency• Drive efficiencies andcontinuous improvement

Our code of conduct – Standards we commit to uphold• Compliance with all laws
• Respect and inclusion• Appropriate behavior• Responsible business practices• Health and safety• Confidential information protection and privacy• Avoiding conflicts of interest• Using resources responsibly

Our policies – Rules to govern our decisions and behavior
TEXAS INSTRUMENTS - LIVING OUR VALUES

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Table of contents

Our ambitions

A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Expectations ofmanagers

At our core, we have a passion to create a better world by making
electronics more affordable through semiconductors.

Possible situations:
What if?

To make this passion a lasting reality, we operate the company with three ambitions:Your role

When you see
something that isn’t right

1. We will act like owners who will own the company for decades.
2. We will adapt and succeed in a world that is ever changing.
3. We will be a company that we are personally proud to be a part of and we would want as
our neighbor.
When we are successful in achieving these ambitions, our employees, customers, communities andshareholders all win.

TEXAS INSTRUMENTS - LIVING OUR VALUES

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Our values are five principles
that define who we are andhow we behave. Together,
they will allow us to growour company stronger for
decades to come.

Table of contents

Our values

A letter from our CEO
Living our values
Our ambitions
Our values

We start by being Trustworthy.
We act with integrity and do the rightthing, every time. And we operate
in a socially responsible way. Being
trustworthy is foundational for us as acompany and as people.
We thrive by being Inclusive.
We create an environment that unlocks everyone’s full potential, where we treat one another withrespect, value our differences, and are encouraged to put our thoughts and ideas on the table.

Our code of conduct
Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t right

We win by being Innovative.
We imagine new approaches to produce compelling products and services, open up new markets andimprove our competitiveness. We are curious and we encourage curiosity in others. We recognize that
innovation requires persistence to overcome barriers.
We embrace a Competitive world.
We hate to lose, so we challenge ourselves and each other to perform at our best. We invest in
the best opportunities that will help us get stronger as a company, because a strong position inhigh quality markets leads to sustainable growth. We know the score compared to the market andcompetition, and we constantly search for improvements required to improve the score and win. And
to stay competitive, we attract, develop and retain the best people.
We are Results-oriented and hold ourselves accountable.
Our customers have choices and we accept that our results must be judged in the eyes of ourmarkets and customers. We know we must act with urgency and deliver on our commitments. We
search for efficiencies and continuous improvement because we know our competitors will not rest.

TEXAS INSTRUMENTS - LIVING OUR VALUES

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Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct
Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t rightOur code of
conduct
While our ambitions and values are powerful descriptions of what
we expect from TIers, we also have a code of conduct to be more
specific on the standards we commit to uphold and behaviors that
we will not tolerate.

Compliance with all laws
We follow the laws, rules and regulations where we
operate, and also require our suppliers to do thesame. This includes, but is not limited to:••

We commit to keeping and providing
accurate and verifiable books andrecords. We report timely, accurate
information internally and externallyabout our operations and performance.

•

We ensure our products and services
are properly classified, described andshipped to comply with applicable
import and export laws.

We expect all TIers to live our ambitions and values and to uphold ourcode of conduct, which includes these 8 principles:
1. Compliance with all laws
2. Respect and inclusion
3. Appropriate behavior
4. Responsible business practices
5. Health and safety
6. Confidential information protection and privacy
7. Avoiding conflicts of interest
8. Using resources responsibly

TEXAS INSTRUMENTS - LIVING OUR VALUES

We compete fairly. We don’t engage inbribery or corruption. We never give,receive, or approve bribes, kickbacks,
improper payments, benefits or gifts tosecure, influence or keep a businessadvantage.

•

We never participate in insider trading– buying or selling shares based on
knowledge of material information andnon-public information.

Respect and inclusion
We believe that our individual talents, ideas andexperiences contribute to our success.
•We welcome and value every voice andcommit to provide a safe and inclusive
environment.

•

We make employment decisions basedon a person’s merit, competence andperformance, not based on race, color,religion, sex, gender, gender identityand expression, sexual orientation,
marital status, national origin, ancestry,age, disability, genetic information,
protected medical condition,
pregnancy, military and veteran status,or any other characteristic protected byapplicable law.

•

Every TIer should feel free andencouraged to speak up, express
opinions and raise questions orconcerns to any level of management.

•

We will not tolerate threats or retaliation
against an employee for reporting or
speaking up.
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Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Appropriate behavior
We behave professionally and in a way that is appropriate
to the situation, in person, in writing and online.
•

Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t right••

We understand that what we post, text or share
online can potentially impact or reflect on thecompany. We don’t post anything that cancause harm or perception of harm to employeesor the company.

Responsible business practices
We uphold responsible business practices.
••

Behavior or content (written or online) that is
discriminatory, intimidating, hateful, bullying or
threatening is never acceptable at our company.
Viewing, storing, transmitting, or displaying
inappropriate content that is sexual,
pornographic, violent, hateful or otherwiseinconsistent with our values is not allowed atwork or in connection with company assets, orshared among employees, customers, suppliers,
or business partners.

TEXAS INSTRUMENTS - LIVING OUR VALUESAs TIers, we are committed to win, but we’ll
never break the rules in order to win. We
promise to respect all regulations and laws that
promote fair competition.
We are proud of the impact that our products
make in people’s lives and are dedicated to thequality and reliability of our products. We notify
customers and government agencies in a timely
way when there is a safety concern with oneof our products. We control the quality of our
products by closely monitoring and regulating
performance.

•

We commit to communicate openly and candidlywith each other, our customers, our suppliers andother stakeholders. Trust leads to open dialogue– and open dialogue will help us deal with issues
head-on when they arise.

•

We report concerns about any illegal or unethicalbehavior in a timely way.

Health and safety
We assess and are careful to address potential health, safety
and environmental risks presented by our operations.
•

We take care of ourselves and each other byfollowing safety rules, applying appropriate
safety precautions, completing safety trainings,
and reporting illnesses, injuries or other dangers.
We also continually assess environmental, safety
and health risks posed by our operations andwork to address them.

•

We are prepared for emergencies with plansand procedures that are well-designed, wellunderstood and well-rehearsed.

•

We care for our environment and work hard toprevent pollution by implementing practices suchas recycling and reusing materials, controlling
harmful emissions, and properly handlinghazardous and restricted substances.

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Table of contents
A letter from our CEO
Living our values
Our ambitions

Confidential information protection and privacy
We are careful to protect confidential information andintellectual property.

Our values
Our code of conduct•

Your role
Expectations ofmanagers
Possible situations:
What if?

We earn and maintain trust by complying with privacy
and data protection laws in how we collect, access,use, and share information, and by implementing
policies to ensure the appropriate parties are notified
if protected data is compromised.

Avoiding conflicts of interest
We protect the integrity of our business decisions bymaking sure each decision is made on the basis of what isbest for our company, not for others (including an individual
or another company).
•

We do not give or receive improper gifts orentertainment that may give the appearance thatbusiness decisions could be compromised.

•

We respect others’ intellectual property. We only
accept confidential or trade secret information
after understanding the obligations for handling, as
described in a non-disclosure or similar agreement.

•

We avoid situations where personal interests
or personal relationships could influence – orappear to influence – our ability to make objective
business decisions.

•

We safeguard our confidential information byproperly classifying and communicating the data by
sensitivity level, ensuring such information is used ina manner consistent with such classification.

•

We disclose potential conflicts that may arise
under our policies.

•

We take appropriate precautions to protect
all confidential information from unauthorized
disclosure or access.

When you see
something that isn’t right

TEXAS INSTRUMENTS - LIVING OUR VALUES

Using resources responsibly
We responsibly use the resources our company provides.
•

We commit to use our company’s resources andassets for company purposes and not for outsideor personal interests. If we use company assets
for personal purposes, it is only on an infrequent,incidental basis, with minimal expense anddisruption to our company.

•

Our use of company resources and assets mustcomply with our Acceptable Use of Technology
policy.

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Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Your role inupholding our ambitions,values, code of conduct
and policies

Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t rightAs a TIer, each of us plays a critical role in upholding our company’s ambitions, values, code of conduct
and policies. We are a large company with operations throughout the world. The best way to ensure
we are upholding our ambitions, values, code of conduct and policies is for every TIer to take this as apersonal responsibility.
It starts by holding ourselves accountable to these standards. This includes self-reflection where you havefallen short and could have done something different or better.
It then includes you and your work group holding one another accountable to these standards. As above,
this includes reflection.
And finally, when it comes to issues you suspect might violate our code of conduct or policies, you also havea role. If you cannot find an answer to a concern or question through our ambitions, values, code of conduct,or policies, ask for help. In most situations, you can start with a manager or Human Resources.
If you are uncomfortable starting with a manager or Human Resources, you also have the option of contacting
the Ethics Office. These inquiries can be made in person, by email or anonymously. TI will not tolerate
retaliation against those who have reported an issue in good faith.

TEXAS INSTRUMENTS - LIVING OUR VALUES

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Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct
Your role
Expectations ofmanagers
Possible situations:
What if?

Expectationsof managers
As a manager, you are expected to leadby example, reinforcing our ambitionsand values. You are also accountable for
dealing with concerns employees may
bring to your attention.

When you see
something that isn’t right

TEXAS INSTRUMENTS - LIVING OUR VALUESAs a manager, you have a special responsibility for setting the tone and work environment withinyour team. The way you handle concerns and navigate situations will set the foundation for trust with yourteam, customers and other stakeholders.
-Behave in a way that is consistent with our ambitions and values.

-

Model, encourage and recognize these behaviors.

-

Make sure your team knows that your door is open, and that you will listen, even if they havesomething difficult to say.

-Be clear with your team that you expect work to be done in a way that is consistent with ourambitions and values.

-

Be clear with your team that we will not tolerate violations of our code of conduct or our policies.

-

Cultivate an inclusive environment where people feel empowered to express their views, ask
questions, and put ideas and thoughts on the table.

When someone brings you a concern:-Thank the person for coming forward and trusting you.

-

Listen carefully. Understand that speaking up is difficult and can be uncomfortable.

-

Be respectful and take the concern seriously.

-

Commit to helping address the issue and take action.

-

Never take any adverse action against a TIer because they bring you a report of suspected
misconduct, or if they participate in an investigation.

-

Do not undertake an investigation on your own. Speak with your manager or Human Resources. If
you are uncomfortable starting with your manager or Human Resources, you also have the option ofcontacting the Ethics Office. They will help you navigate the issues.
12Q. My supplier offered me front-row tickets to
a professional sports game for my family
and me. The supplier would not be attending
and told me the tickets would go unused if
I didn’t take them. May I take my family andgo? Is it OK to attend if the supplier is inattendance?

Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Possiblesituations:
What if?

Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t right

To help understand our code of conduct
in practice and give a perspective on the
broad situations that are covered by ourvalues and code, here are some examplesof situations that may arise and guidance
to address them.

TEXAS INSTRUMENTS - LIVING OUR VALUES

A: If you go without the supplier, this would beconsidered an inappropriate gift because it
exceeds modest value and could influence orappear to influence your objective businessdecisions. It should be politely declined.
If the supplier is in attendance, this isconsidered entertainment rather than agift and may be acceptable, depending onwhether it could appear or actually influence
your objective business decisions. To help
evaluate this, the value of the tickets and thetiming should be considered.
Tickets that are of high value or very difficult
to obtain are likely not appropriate – suchas tickets to the Masters, World Cup andWimbledon. With respect to timing, if thetickets are offered during a quote or bid
process, they are more likely to be perceived
to influence your judgment and are very likely
to be considered inappropriate.
For more information about giving andreceiving gifts in association with work, theGifts and Entertainment policy provides
guidance on this topic.

Q. I have a personally owned smartphone thatis on a company-paid service plan. Is it OK
to use this phone for personal use (including
web browsing and data usage)?
A: Yes, as long as your usage is in accordancewith our Acceptable Use of Technology policy
and as long as it does not cost the company
additional money. Most TIers purchase theirown phone and of course they use it for
personal calls, emails and texts. However,company policies apply to your technologythat is utilized in connection with work,
whether the technology is company-owned orotherwise.
For example, viewing inappropriate images
at work on your phone is not acceptable,
even if it is on a phone that you purchased.
And using your phone with service paid forby the company means your use is subject topolicies prohibiting use of company assets fora side business. And because our company
would incur unnecessary expenses, it would
also be inappropriate to use a phone with acompany paid service plan to stream videos
or conduct extensive web browsing while on
an international data plan while traveling.
For other guidelines relating to use ofcompany technology, see our Acceptable Useof Technology policy.

13

Q: I have a side business of creating banners
and signs for retail stores. My manager isaware of this. Sometimes my customers
call me while I am at work and I needto respond. There have also been times
that I needed to print something related
to my business. Can I use my company
computer, printer, and phone from time totime regarding this business?

Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct

Q. My job requires me to deal
with local government officials.
Recently, a government official
approached me after a meeting,handed me his daughter’s
resume, and asked me if I would
recommend her for an internship.
I’ve never met his daughter, but I
don’t want to upset him because
we often interact for my work. How
should I handle this situation?

Your role
Expectations ofmanagers
Possible situations:
What if?
When you see
something that isn’t right

A: You should not recommend someone
you don’t know. Furthermore, various
laws prohibit providing anything of value
to government officials so that we don’t
influence or even create the perceptionof influencing a government official. This
includes things like gifts, money, jobs
and trips. You should encourage thegovernment official’s daughter to apply
for a job on the company’s website.
You should also contact a manager or
Human Resources and let them know
about the situation.

TEXAS INSTRUMENTS - LIVING OUR VALUES

Q. Another employee asked me on adate. Is this OK?
A: It depends. We all spend a lot of time
at work and build social networks
in the workplace. But a romantic
relationship between a manager orsupervisor and an employee in his
or her organization is not allowed
because it can interfere with the proper
conduct of business and can certainly
give the appearance of favoritism.
What if the consensual relationshipdoes not involve a manager/
supervisor dating someone in his or
her organization? This is permitted,
but there are other things to keep
in mind. No TIer should behave
inappropriately with another TIer infront of others, send inappropriatematerial via text or email, or plan abusiness trip to coincide with another
TIer’s trip when not warranted bycompany business needs.

A: No. For productivity purposes, company
assets and TIers’ work time should be
used exclusively to accomplish or support
company business, not some otherbusiness. TIers need to also understandthat a side business can pose a potential
conflict of interest, such as if the sidebusiness competes with our company, or
if the TIer utilizes company confidential
information as part of that business. TIers
are encouraged to notify their managers of
their involvement in any side business.
Q. An employee who sits near me has
decorated his office with materials that
insinuate that the majority of crimes arecommitted by a particular race and use
offensive phrases and imagery to describe
immigrants. The employee also posted
on his personal Facebook page about
racial supremacy and tagged co-workers.
This makes me very uncomfortable. Whatshould I do?
A: We encourage diversity of thought andan inclusive culture. Materials like thosedescribed are inconsistent with our values
and posting them at work or online may

result in termination. While employees may
occasionally discuss their own politicalor other views, discriminatory and hatefulstatements against groups of people is not
acceptable.

Q: I live in a state in the U.S. whererecreational use of marijuana is legal. How
does this apply to my work at TI? Can I
partake on the weekends?
A: TIers who choose to use alcohol or drugs
have a responsibility to ensure you do
not come to work or conduct companyrelated work under the influence. If you areworking and suspected of being under the
influence, you may be subjected to a drug
test. If you test positive as a result of that
test, you may be terminated.

Q: My manager can be abrasive andsometimes disrespectful to people
during meetings, especially when
our performance is below plan or
expectations.
A: We are a results-oriented company where
direct conversations and healthy debate
of ideas are encouraged and required.
However, there is a difference between
being tough and being disrespectful.
Disrespectful behavior is unacceptable
and will not be tolerated. We treat people
with respect in all situations and we foster
an open door policy for concerns andcomplaints to be raised.

14

Table of contents
A letter from our CEO
Living our values
Our ambitions
Our values
Our code of conduct
Your role
Expectations ofmanagers
Possible situations:
What if?

When you see
something that
isn’t right
When you see behaviors that are inconsistent
with our ambitions, values, code of conduct orpolicies, it is your responsibility to speak up.

When you see something
somethingthat isn’t rightthat isn’t right

What to do when you see something that isn’t right:
1.
2.
3.

Talk to a manager
Talk to Human Resources
If you’re uncomfortable talking to either or if you want to elevate a concern, contact the Ethics Office.

Violations of our ambitions, values, code of conduct or policies may be grounds for termination of employment.
TI will not tolerate retaliation against those who have reported an issue in good faith. Anyone who retaliates
against an employee for these activities is subject to disciplinary action, which may include termination.

You can contact the Ethics Office directly or through an anonymous internet helpline managed by anindependent third party. The helpline is available 24 hours a day/seven days a week, supports multiple
languages, and also provides users the option of remaining anonymous while in communication with the
Ethics Office.
Helpline:

Direct contact:•

Online at: ti.com/TIethicshelpline•

Email ethics@ti.com•

Call U.S. toll-free: 1-888-590-5465•

Write to P.O. Box 830801,
Richardson, Texas 75083-0801© 2023 Texas Instruments Incorporated
SZZB178

TEXAS INSTRUMENTS - LIVING OUR VALUES

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