在这篇文章TXN关注你最喜欢的股票REATE FREE帐号 得克萨斯仪器股份有限公司的标志出现在伊利诺伊州Tiskilwa的科学计算器包上。Daniel Acker |彭博社|盖蒂图片社
公司：德州仪器（TXN）
商业：德州仪器是一家全球性的半导体公司。该公司为工业、汽车和个人电子产品等市场设计、制造、测试和销售模拟和嵌入式处理芯片。德州仪器的细分市场包括模拟和嵌入式处理。Analog的产品线包括电源和信号链。电源包括帮助客户管理电子系统电源的产品。信号链包括感知、调节和测量真实世界信号的产品，以允许信息传输或转换以进行进一步处理和控制。嵌入式处理领域包括微控制器、数字信号处理器和应用处理器。德州仪器还提供DLP产品，主要用于投影高清晰度图像，以及计算器和某些被称为专用集成电路的定制半导体。股票市值：17755亿美元（每股195.01美元） 股票图表图标股票图表图标德州仪器2024年业绩
活动家：Elliott Investment Management
持股比例：1.4%平均成本：不适用活动家评论：埃利奥特是一位非常成功和精明的活动家投资者。该公司的团队包括来自领先科技私募股权公司的分析师、工程师、运营合作伙伴——前科技首席执行官和首席运营官。在评估投资时，该公司还聘请专业和综合管理顾问、专业成本分析师和行业专家。埃利奥特在投资前经常观察公司多年，并拥有大量令人印象深刻的董事会候选人。该公司历来专注于技术领域的战略行动主义，并在这一策略上取得了很大成功。在过去的几年里，它的激进主义团体不断壮大。该公司一直在做更多以治理为导向的行动主义，在更广泛的公司中从董事会层面创造价值。
发生了什么
5月28日，Elliott宣布已持有德克萨斯仪器公司25亿美元的股份。它呼吁该公司采取动态产能管理战略，并在2026年引入每股9.00美元以上的自由现金流目标。
幕后
Texas Instruments is one of the most iconic semiconductor companies in the world, with a history dating back nearly a century. It was a pioneering company that invented numerous pillars of modern technology, including the integrated circuit in 1958, the handheld electronic calculator in 1967 and the digital signal processor in 1978. Today, Texas Instruments offers approximately 80,000 unique products in support of more than 100,000 customers with a portfolio of analog and embedded semiconductor offerings. The company positioned itself as a strategic and operational leader following decades of thoughtful strategic decisions and focusing on high-performance analog, one of the stickiest and highest-margin markets in semiconductors. Over the years, Texas Instruments has differentiated itself with a commitment to manufacturing as a core competitive advantage. It was the first analog semiconductor company to invest in 300-mm wafer production technology more than 15 years ago, which gave them a 40% cost-per-chip advantage relative to legacy 200-mm production. Today, Texas Instruments sources 80% of wafers internally, of which 40% are cost-advantaged 300-mm wafers. This investment in 300-mm technology resulted in gross margin expansion from 54% in 2010 to 63% in 2023. Additionally, the company has the world's biggest footprint of geopolitically dependable 300-mm analog manufacturing capacity, with 47% of global capacity outside of China and Taiwan and 85% of capacity in the U.S. Even though Texas Instruments has the No. 1 position in analog semiconductors, 74% exposure to the most attractive end markets (automotive and industrial), software-like margins (approximately 60% gross margins and approximately 40% operating margins), geopolitical security and company-owned manufacturing capacity, it has significantly underperformed peers in recent years. Elliott points the finger at the one metric that Texas Instruments has focused on for years as the best indicator of value and management performance – free cash flow per share. Elliott points out that the company's history supports this core principle: It grew free cash flow per share at an annual rate of 17% from 2006 to 2019 while the stock generated a roughly 440% total return, outperforming the S&P 500 by about 200% and analog semiconductor peers by around 135% during the period. During this time, prior to 2021, Texas Instruments spent an average of about 0 million per year in capex over the preceding decade, representing 5% of revenue. Then, the firm spent .5+ billion per year in 2021 and 2022. In 2022, the company announced that it would expand its manufacturing capacity with a plan that ultimately called for six new 300-mm fabrication facilities in the U.S. This plan calls for spending billion per year through 2026 and several billion dollars annually thereafter, equating to 23% of revenue, and would nearly triple Texas Instruments' internal manufacturing capacity by 2030. What did this do to free cash flow per share? Last year, the company generated only .47 per share in free cash flow – 77% lower than the prior year and 76% lower than five years ago. It's also below the free cash flow per share generated at the depths of the 2008-2009 financial crisis, when Texas Instruments' revenue was 40% below what it is today. Elliott does not have a problem with the company increasing capex to accommodate future growth and the 2022 plan, when announced, was not necessarily wrong. However, in 2022, consensus expectations for 2026 revenue were billion. Today, expectations have declined by 24% to billion, which has Texas Instruments now spending billions of dollars to build to a 50% excess capacity. Elliott is asking for the company to do what it had done for years and what the industry does and what economic logic dictates – to modulate capex spend based on demand. Elliott does not even take credit for this plan; the firm uses the company's own history as a blueprint. In 2003, Texas Instruments chose a site in Richardson, Texas to build the world's first 300-mm analog fab, known as RFAB 1, in the midst of a semiconductor industry downturn. The company said that it would initially build the facility's shell and then gradually outfit the facility with equipment in accordance with customer demand, as the equipment is 80% of the cost of the plant and a shell building could be fully equipped within six months to meet demand. RFAB 1 largely sat dormant for the next roughly five years and shipped its first products for revenue from in 2010, with Texas Instruments' management frequently saying that RFAB "will ramp up consistent with demand." Elliott suggests that the company adopt a dynamic capacity-management strategy and introduce a free cash flow per share target of .00+ in 2026, representing a level that is about 40% above current investor expectations. The firm thinks that a commitment to prudent capital discipline will restore investors' confidence, while providing Texas Instruments with flexibility to achieve this target through a combination of strong organic growth, market share gains and sensible capacity management. Elliott is not asking the company to cut 2024 or 2025 capex. The firm simply recommends that the company decrease 2026 capex to .75 billion if there is no increase in consensus revenue projections or keep it at .0 billion if Texas Instruments can increase its market share by 250 basis points. In either case, Elliott thinks the company can achieve .01 of free cash flow per share. The company's capex plan has decimated free cash flow per share and is building to a 50% excess capacity. Elliott's plan restores the free cash flow per share growth and still builds to a 30% or 39% excess capacity. The company might argue that Elliott is being a "short-term minded activist," but Elliott's plan creates short-term value without sacrificing any long-term opportunities or value. It arguably creates more long-term value than the company's plan. Texas Instruments' performance and capex plan is exacerbated by its poor market communication. Free cash flow is down 77% due to an aggressive capex plan, and the company has not publicly laid out a detailed plan or made a case as to why they need 50% excess capacity. This is such an easy ask, one has to wonder why Elliott has not worked this out with management before having to resort to a public letter. The firm supports the company's strategy. It supports management, and it supports capex for 2024 and 2025, but there is no evidence that Elliott requested a meeting with management prior to sending this letter. Sometimes the process is as important as the content, and Elliott would have a much better chance of persuading management had it approached the company privately. A proxy fight at a company like this would be a Herculean task for any activist, but if there is any activist with the resources and conviction to do it, it is Elliott. Given the firm's reasonable ask and its support for management outside of this one inexplicable capex decision, we would expect this to settle amicably. We do not see Elliott getting one of their people on this board, but it could use some independent industry executives. Elliott does not go into a situation like this without a Rolodex of industry professionals with whom it consults and who would be available for board duty. If the company thinks it can ignore Elliott, it would be mistaken. But if Texas Instruments needs any additional evidence of Elliott's conviction outside of the firm's history, Elliott has built a .5 billion position here, which is big by even the firm's standards. Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.
