MIGDAL HAEMEK, Israel – January 24, 2024 – Tower Semiconductor (NASDAQ/ TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, will issue its fourth quarter and fiscal year 2023 earnings release on Wednesday, February 14, 2024. The Company will hold a conference call to discuss its fourth quarter and fiscal year 2023 financial results and first quarter 2024 guidance on Wednesday, February 14, 2024, at 10:30 a.m. Eastern Time (09:30 a.m. Central, 08:30 a.m. Mountain, 07:30 a.m. Pacifi ...

                 The Satcom terrestrial market is expected to grow to 150M users by 2031 according to Euroconsult with the expansion of global satellite-based internet services MIGDAL HAEMEK, Israel, January 16, 2024 – Tower Semiconductor (NASDAQ/TASE: TSEM), the leader in high-value analog semiconductor foundry solutions, today announced a collaboration with Renesas, leveraging Tower's high-volume and high-performance SiGe BiCMOS technology to manufacture SiGe-based beamforming ICs. This strategic collabor ...

zorazhuang Investment Rundown One of the hardest hit sectors when the interest rates began to increase last year was the tech sector. Looking at the stock chart for Tower Semiconductor Ltd (NASDAQ:TSEM), I think we are looking at a very appealing opportunity right now for investing. The valuation has come down to what I think is a pretty low level, a FWD p/e of just 14. In the last 5 years, the company has averaged a far higher multiple, which might be because of the very rapid bottom line growth the compan ...

manassanant pamai Trotting Not Sprinting We join the small chorus of Seeking Alpha, Wall Street analysts, and the Seeking Alpha Quant Rating who see Israel-based Tower Semiconductor Ltd. (NASDAQ:TSEM) as a potential Buy opportunity for retail value investors. Patience and some risk tolerance are necessary. We expect the share price to hover around $29 each through the next several quarters. The chip industry is awash in an oversupply of inventories and the global economic GDP is in a deceleration mode for n ...

MIGDAL HAEMEK, Israel, Jan. 02, 2024 – Tower Semiconductor (NASDAQ/TASE: TSEM), the leader in high-value analog semiconductor foundry solutions, ), the leading foundry of high-value analog semiconductor solutions, updates following the recent earthquake in Ishikawa Prefecture in Japan, the neighboring Prefecture to where its two Japanese manufacturing facilities are located. The Company expresses relief and gratitude as it reports that all employees are safe. Prioritizing the well-being of its team, Tower r ...

Tower Semiconductor Ltd. (NASDAQ:TSEM) Q3 2023 Earnings Conference Call November 13, 2023 10:00 AM ET Company Participants Russell Ellwanger - Chief Executive Officer Oren Shirazi - Chief Financial Officer Noit Levy - SVP of Investor Relations and Corporate Communications Conference Call Participants Cody Acree - Loop Capital Richard Shannon - Craig Hallum Natalia Winkler - Jefferies Operator Ladies and gentlemen, thank you for standing by. Welcome to the Tower Semiconductor Third Quarter 2023 Financial Re ...

Exhibit 99.1 Tower Semiconductor Reports 2023 Third Quarter Financial Results MIGDAL HAEMEK, ISRAEL – November 13, 2023 – Tower Semiconductor (NASDAQ: TSEM & TASE: TSEM) reports today its results for the third quarter ended September 30, 2023. Highlights Mr. Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, stated: "This past period has been most significant putting in place (1) added capacity, capable to drive substantial revenue growth at accretive margins across the board; (2) additional ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...

[First Quarter 2023 Financial Results Overview](index=1&type=section&id=First%20Quarter%202023%20Financial%20Results%20Overview) Tower Semiconductor's Q1 2023 results show decreased revenue and gross profit, but increased operating and net profit year-over-year due to restructuring income, with reduced operating cash flow [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) The company's Q1 2023 financial performance saw revenue and gross profit decline, while operating and net profit rose significantly year-over-year, influenced by restructuring income Key Financial Highlights (Q1 2023 vs. Q4 2022 vs. Q1 2022) | Metric | Q1 2023 | Q4 2022 | Q1 2022 | | :----------------------- | :------ | :------ | :------ | | Revenue (Millions) | $356 | $403 | $421 | | Gross Profit (Millions) | $96 | $125 | $105 | | Operating Profit (Millions) | $89 | $99 | $63 | | Net Profit (Millions) | $71 | $83 | $54 | | Basic EPS | $0.65 | $0.76 | $0.50 | | Diluted EPS | $0.64 | $0.75 | $0.49 | | Cash Flow from Operating Activities (Millions) | $73 | $133 | N/A | | Investment in Fixed Assets, net (Millions) | $105 | N/A | N/A | | Debt Repaid (Millions) | $29 | N/A | N/A | - Operating profit for Q1 2023 increased to **$89 million** from **$63 million** in Q1 2022, including restructuring income, net, from the reorganization of Japan operations[3](index=3&type=chunk) - Net profit for Q1 2023 increased to **$71 million** (**$0.65 basic EPS**) from **$54 million** (**$0.50 basic EPS**) in Q1 2022, also benefiting from restructuring income[4](index=4&type=chunk) - Cash flow generated from operating activities in Q1 2023 was **$73 million**, a decrease from **$133 million** in Q4 2022, mainly due to the purchase of starting material against a present reduction in shipment[5](index=5&type=chunk) - The Company repaid **$29 million** of its debt during Q1 2023, resulting in full bonds' redemption[5](index=5&type=chunk) [Corporate Updates](index=2&type=section&id=Corporate%20Updates) This section details the company's re-affirmed credit rating and its decision to withhold future revenue guidance and earnings calls [Corporate Credit Rating](index=2&type=section&id=Corporate%20Credit%20Rating) Standard & Poor's Maalot re-affirmed Tower Semiconductor's corporate credit rating as "ilAA"/stable in May 2023 - Standard & Poor's Maalot re-affirmed the Company's corporate credit rating as **"ilAA"/stable** in May 2023[6](index=6&type=chunk) [Guidance and Conference Call Status](index=2&type=section&id=Guidance%20and%20Conference%20Call%20Status) Due to the definitive agreement with Intel Corporation, Tower Semiconductor is not providing Q2 2023 revenue guidance and will not host an earnings conference call - The Company is not providing revenue guidance for the second quarter of 2023[7](index=7&type=chunk) - The Company will not host an earnings conference call due to the definitive agreement with Intel Corporation[7](index=7&type=chunk) [Non-GAAP Financial Measures Explanation](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) This section defines the company's non-GAAP financial measures, including adjusted metrics, EBITDA, Net Cash, and Free Cash Flow [Adjusted Financial Measures](index=2&type=section&id=Adjusted%20Financial%20Measures) Adjusted financial measures exclude amortization of acquired intangible assets, equity grant compensation, and net restructuring income from the Arai factory cessation - Adjusted financial measures exclude (1) amortization of acquired intangible assets, (2) compensation expenses for equity grants, and (3) restructuring income, net, from the Arai manufacturing factory cessation[8](index=8&type=chunk) - Restructuring income, net, was approximately **$32 million** for Q1 2023, compared to **$14 million** for Q4 2022[8](index=8&type=chunk) [EBITDA](index=2&type=section&id=EBITDA) EBITDA is defined as GAAP operating profit, excluding depreciation, stock-based compensation, amortization of acquired intangibles, and net restructuring income from the Arai factory - EBITDA consists of GAAP operating profit, excluding depreciation expenses, stock-based compensation expense, amortization of acquired intangible assets, and restructuring income, net, from the Arai manufacturing factory[8](index=8&type=chunk) [Net Cash](index=2&type=section&id=Net%20Cash) Net Cash is a non-GAAP measure comprising cash, cash equivalents, short-term deposits, and marketable securities, less debt - Net Cash is comprised of cash, cash equivalents, short-term deposits, and marketable securities less debt amounts[8](index=8&type=chunk) [Free Cash Flow](index=2&type=section&id=Free%20Cash%20Flow) Free Cash Flow is calculated as net cash provided by operating activities less net cash used for investments in property and equipment - Free Cash Flow is calculated as net cash provided by operating activities less cash used for investments in property and equipment, net[8](index=8&type=chunk) Free Cash Flow (Millions) | Period | Net Cash Provided by Operating Activities (Millions) | Cash Used for Investments in Property and Equipment, Net (Millions) | Free Cash Flow (Millions) | | :------------------- | :-------------------------------------- | :----------------------------------------------------- | :------------- | | Three months ended March 31, 2023 | $73 | $105 | -$32 | | Three months ended December 31, 2022 | $133 | $38 | $95 | | Three months ended March 31, 2022 | $137 | $81 | $56 | [Company Profile](index=3&type=section&id=Company%20Profile) This section outlines Tower Semiconductor's business as a leading analog semiconductor foundry, its technology platforms, and global manufacturing footprint [About Tower Semiconductor](index=3&type=section&id=About%20Tower%20Semiconductor) Tower Semiconductor is a leading foundry for high-value analog semiconductor solutions, offering diverse process platforms and operating multiple global manufacturing facilities - Tower Semiconductor is a leading foundry of high value analog semiconductor solutions[9](index=9&type=chunk) - The company provides technology and manufacturing platforms for integrated circuits (ICs) in markets such as consumer, industrial, automotive, mobile, infrastructure, medical, and aerospace and defense[9](index=9&type=chunk) - Tower Semiconductor offers a broad range of customizable process platforms including SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, integrated power management, and MEMS[9](index=9&type=chunk) - The company owns two manufacturing facilities in Israel, two in the U.S., two in Japan (through **51% holdings** in TPSCo), and shares a **300mm facility** being established in Italy by STMicroelectronics[9](index=9&type=chunk) [Legal and Risk Disclosures](index=3&type=section&id=Legal%20and%20Risk%20Disclosures) This section outlines forward-looking statements and associated risks, encompassing market, operational, and acquisition-related uncertainties [Forward-Looking Statements and Risks](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risks) Forward-looking statements are subject to risks and uncertainties, including market fluctuations, operational challenges, debt, acquisition execution, and regulatory compliance, which could materially alter actual results - Forward-looking statements are subject to risks and uncertainties, and actual results may vary[10](index=10&type=chunk) - Potential risks include demand fluctuations, capacity issues, customer retention, operating result volatility, debt impact, acquisition execution, cash flow fluctuations, pending litigation, and meeting regulatory requirements[10](index=10&type=chunk) - Specific risks related to the Intel Corporation acquisition include timely receipt of regulatory approvals, potential divestitures, termination of the merger agreement, impact on business relationships, integration challenges, litigation, and retention of key personnel and customers[10](index=10&type=chunk)[11](index=11&type=chunk) - A more complete discussion of risks is available under "Risk Factors" in Tower's most recent filings on Forms 20-F and 6-K with the SEC[12](index=12&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, encompassing balance sheets, statements of operations, sources and uses, and cash flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, the balance sheet shows a slight decrease in total current assets but an increase in total assets, with total liabilities decreasing and shareholders' equity rising Condensed Consolidated Balance Sheets (Thousands of Dollars) | Asset/Liability | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $304,934 | $340,759 | | Short-term deposits | $469,284 | $495,359 | | Marketable securities | $171,747 | $169,694 | | Inventories | $358,715 | $302,108 | | Total current assets | $1,484,291 | $1,495,174 | | Property and equipment, net | $1,009,632 | $962,258 | | Total assets | $2,577,086 | $2,547,608 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Short-term debt | $42,224 | $62,275 | | Trade accounts payable | $191,006 | $150,930 | | Total current liabilities | $354,135 | $387,388 | | Long-term debt | $201,445 | $210,069 | | Total liabilities | $600,834 | $659,067 | | Total shareholders' equity | $1,976,252 | $1,888,541 | | Total liabilities and shareholders' equity | $2,577,086 | $2,547,608 | - Total assets increased from **$2,547,608 thousand** at December 31, 2022, to **$2,577,086 thousand** at March 31, 2023[15](index=15&type=chunk) - Total liabilities decreased from **$659,067 thousand** to **$600,834 thousand**, while total shareholders' equity increased from **$1,888,541 thousand** to **$1,976,252 thousand**[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2023 statements of operations show declining revenues and gross profit, but a significant year-over-year increase in operating and net profit, driven by substantial restructuring income Condensed Consolidated Statements of Operations (Thousands of Dollars, except per share data) | Metric | Three months ended March 31, 2023 | Three months ended December 31, 2022 | Three months ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :----------------------------------- | :-------------------------------- | | Revenues | $355,611 | $403,227 | $421,132 | | Gross Profit | $95,717 | $124,726 | $104,631 | | Restructuring income, net | $(31,655) | $(13,592) | -- | | Operating Profit | $89,412 | $98,732 | $63,060 | | Net Profit | $81,368 | $85,842 | $55,774 | | Net Profit Attributable to the Company | $71,402 | $83,324 | $54,033 | | Basic Earnings Per Share | $0.65 | $0.76 | $0.50 | | Diluted Earnings Per Share | $0.64 | $0.75 | $0.49 | - Restructuring income, net, was **$(31,655) thousand** in Q1 2023, significantly higher than **$(13,592) thousand** in Q4 2022, and zero in Q1 2022[16](index=16&type=chunk) - Operating profit increased by **41.8%** year-over-year (Q1 2023 vs. Q1 2022), from **$63,060 thousand** to **$89,412 thousand**[16](index=16&type=chunk) - Net profit attributable to the company increased by **32.2%** year-over-year (Q1 2023 vs. Q1 2022), from **$54,033 thousand** to **$71,402 thousand**[16](index=16&type=chunk) [Consolidated Sources and Uses Report](index=7&type=section&id=Consolidated%20Sources%20and%20Uses%20Report) The report shows a decrease in cash and cash equivalents in Q1 2023, primarily due to significant investments in property and equipment and debt repayment, despite positive operating cash flow Consolidated Sources and Uses Report (Thousands of Dollars) | Item | Three months ended March 31, 2023 | Three months ended December 31, 2022 | Three months ended March 31, 2022 | | :------------------------------------------------- | :-------------------------------- | :----------------------------------- | :-------------------------------- | | Cash and cash equivalents - Beginning of Period | $340,759 | $390,369 | $210,930 | | Net cash provided by operating activities | $72,727 | $132,750 | $136,571 | | Investments in property and equipment, net | $(105,245) | $(38,186) | $(80,840) | | Debt repaid, net | $(28,796) | $(11,465) | $(30,539) | | Cash and cash equivalents - End of Period | $304,934 | $340,759 | $203,484 | - Net cash provided by operating activities was **$72,727 thousand** in Q1 2023, a decrease from **$132,750 thousand** in Q4 2022[18](index=18&type=chunk) - Investments in property and equipment, net, significantly increased to **$(105,245) thousand** in Q1 2023 from **$(38,186) thousand** in Q4 2022[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Despite positive net profit, Q1 2023 cash flow statements show an overall decrease in cash and cash equivalents, driven by increased investments in property and equipment and reduced operating cash flow Condensed Consolidated Statements of Cash Flows (Thousands of Dollars) | Cash Flow Category | Three months ended March 31, 2023 | Three months ended December 31, 2022 | Three months ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :----------------------------------- | :-------------------------------- | | Net profit for the period | $81,368 | $85,842 | $55,774 | | Depreciation and amortization | $62,387 | $79,893 | $70,780 | | Inventories (change) | $(57,420) | $(23,423) | $(18,328) | | Trade accounts payable (change) | $44,542 | $(57,952) | $30,595 | | Net cash provided by operating activities | $72,727 | $132,750 | $136,571 | | Net cash used in investing activities | $(81,051) | $(188,609) | $(110,451) | | Net cash used in financing activities | $(26,864) | $(5,249) | $(30,495) | | Decrease in cash and cash equivalents | $(35,825) | $(49,610) | $(7,446) | | Cash and cash equivalents - End of Period | $304,934 | $340,759 | $203,484 | - A significant change in inventories, from **$(23,423) thousand** in Q4 2022 to **$(57,420) thousand** in Q1 2023, contributed to the decrease in operating cash flow[19](index=19&type=chunk) - Net cash used in investing activities was **$(81,051) thousand** in Q1 2023, primarily driven by investments in property and equipment[19](index=19&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Fourth Quarter 2022 Highlights](index=1&type=section&id=Fourth%20Quarter%20of%202022%20Results%20Overview) The company reported a 6% year-over-year organic revenue increase and a 61% rise in net profit for Q4 2022 Q4 2022 Financial Highlights | Metric | Q4 2022 | Q4 2021 | YoY Change | Q3 2022 | | :----- | :------ | :------ | :--------- | :------ | | Revenue | $403M | $412M | -2% | $427M | | Organic Revenue YoY Growth | 6% | N/A | N/A | N/A | | Gross Profit | $125M | $100M | +25% | $125M | | Operating Profit | $99M | $56M | +77% | $79M | | Net Profit | $83M | $52M | +61% | $69M | | Basic EPS | $0.76 | $0.48 | +58.3% | $0.63 | - Gross profit increase was primarily due to replacing approximately **$20 million** of contractual revenue from Arai with higher margin organic foundry customer revenue[4](index=4&type=chunk) [Full Year 2022 Highlights](index=2&type=section&id=Full%20year%202022%20Results%20Overview) Full-year 2022 saw record revenue of $1.68 billion and a 76% increase in net profit, achieving a 16% net margin FY 2022 Financial Highlights | Metric | FY 2022 | FY 2021 | YoY Change | | :----- | :------ | :------ | :--------- | | Revenue | $1.68B | $1.51B | +11% | | Organic Revenue YoY Growth | 23% | N/A | | Gross Profit | $466M | $329M | +42% | | Operating Profit | $312M | $167M | +87% | | Net Profit | $265M | $150M | +76% | | Net Profit Margin | 16% | N/A | | Basic EPS | $2.42 | $1.39 | +74.1% | - The full year 2022 results reflect **record revenue** and increased profitability, with a **16% net margin**[1](index=1&type=chunk)[11](index=11&type=chunk) [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) [Fourth Quarter 2022 Results](index=1&type=section&id=Fourth%20Quarter%20of%202022%20Results%20Overview_Detailed) Q4 2022 featured strong organic growth and significant profitability improvements despite a slight total revenue decrease [Revenue Analysis](index=1&type=section&id=Q4%202022%20Revenue%20Analysis) Q4 2022 Revenue Comparison | Metric | Q4 2022 | Q4 2021 | YoY Change | Q3 2022 | | :----- | :------ | :------ | :--------- | :------ | | Total Revenue | $403M | $412M | -2% | $427M | | Organic Revenue YoY Growth | 6% | N/A | N/A | N/A | [Profitability Metrics](index=1&type=section&id=Q4%202022%20Profitability%20Metrics) Q4 2022 Profitability Comparison | Metric | Q4 2022 | Q4 2021 | YoY Change | Q3 2022 | | :----- | :------ | :------ | :--------- | :------ | | Gross Profit | $125M | $100M | +25% | $125M | | Operating Profit | $99M | $56M | +77% | $79M | | Net Profit | $83M | $52M | +61% | $69M | | Basic EPS | $0.76 | $0.48 | +58.3% | $0.63 | | Diluted EPS | $0.75 | $0.47 | +59.6% | $0.62 | - Operating profits for Q4 2022 included restructuring income, net, of **$14 million**, compared to a **$4 million** cost in Q3 2022, related to the Arai cessation of operations[5](index=5&type=chunk) [Cash Flow and Debt](index=2&type=section&id=Q4%202022%20Cash%20Flow%20and%20Debt) Q4 2022 Cash Flow and Debt | Metric | Q4 2022 | | :----- | :------ | | Cash flow from operating activities | $133M | | Investment in fixed assets | $38M | | Debt repaid | $11M | [Full Year 2022 Results](index=2&type=section&id=Full%20year%202022%20Results%20Overview_Detailed) The company achieved robust full-year 2022 results with double-digit revenue growth and substantial profitability gains [Revenue Analysis](index=2&type=section&id=FY%202022%20Revenue%20Analysis) FY 2022 Revenue Comparison | Metric | FY 2022 | FY 2021 | YoY Change | | :----- | :------ | :------ | :--------- | | Total Revenue | $1.68B | $1.51B | +11% | | Organic Revenue YoY Growth | 23% | N/A | [Profitability Metrics](index=2&type=section&id=FY%202022%20Profitability%20Metrics) FY 2022 Profitability Comparison | Metric | FY 2022 | FY 2021 | YoY Change | | :----- | :------ | :------ | :--------- | | Gross Profit | $466M | $329M | +42% | | Operating Profit | $312M | $167M | +87% | | Net Profit | $265M | $150M | +76% | | Net Profit Margin | 16% | N/A | | Basic EPS | $2.42 | $1.39 | +74.1% | | Diluted EPS | $2.39 | $1.37 | +74.5% | - Full-year operating profit for 2022 included **$10 million** in restructuring income, net, related to the Arai cessation of operations[10](index=10&type=chunk) [Cash Flow and Debt](index=2&type=section&id=FY%202022%20Cash%20Flow%20and%20Debt) FY 2022 Cash Flow and Debt | Metric | FY 2022 | | :----- | :------ | | Cash flow from operating activities | $530M | | Investment in fixed assets | $214M | | Debt repaid | $78M | [Company Outlook and Information](index=2&type=section&id=Company%20Outlook%20and%20Information) [Business Outlook and Conference Call](index=2&type=section&id=Guidance%20and%20Conference%20Call) The company will not provide Q1 2023 guidance or host an earnings call due to the pending Intel acquisition - No Q1 2023 revenue guidance or earnings conference call will be provided due to the definitive agreement with Intel Corporation[13](index=13&type=chunk) [About Tower Semiconductor](index=4&type=section&id=About%20Tower%20Semiconductor) The company is a leading foundry for high-value analog semiconductor solutions with a global manufacturing footprint - Tower Semiconductor is a leading foundry of high-value analog semiconductor solutions, providing technology and manufacturing platforms for integrated circuits (ICs) in growing markets such as consumer, industrial, automotive, mobile, infrastructure, medical, and aerospace and defense[16](index=16&type=chunk) - The company offers a broad range of customizable process platforms including SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, integrated power management (BCD and 700V), and MEMS[16](index=16&type=chunk) - Tower Semiconductor operates manufacturing facilities in Israel (2), the U.S. (2), Japan (2 through TPSCo), and is sharing a 300mm manufacturing facility being established in Italy by STMicroelectronics[16](index=16&type=chunk) [Forward-Looking Statements and Risk Factors](index=4&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to risks including market demand, operations, and the Intel acquisition - Forward-looking statements are subject to risks and uncertainties, and actual results may vary from those projected or implied[17](index=17&type=chunk) - Potential risks include demand in end markets, over-demand exceeding capacity, maintaining and attracting customers, operating results fluctuations, impact of debt, ability to execute acquisitions, and risks associated with the Intel Corporation acquisition[17](index=17&type=chunk) - A more complete discussion of risks and uncertainties is available under the heading 'Risk Factors' in Tower's most recent filings on Forms 20-F and 6-K with the SEC[18](index=18&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) [Non-GAAP Definitions and Reconciliations](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) This section defines non-GAAP metrics like EBITDA and Free Cash Flow and reconciles them to comparable GAAP measures - Adjusted financial measures exclude amortization of acquired intangible assets, compensation expenses for equity grants, and restructuring income, net, related to the Arai manufacturing factory cessation of operations[15](index=15&type=chunk) - EBITDA is defined as GAAP operating profit, excluding depreciation expenses, stock-based compensation expense, amortization of acquired intangible assets, and restructuring cost (income, net) in relation to the Arai manufacturing factory[15](index=15&type=chunk) - Free Cash Flow is calculated as net cash provided by operating activities less cash used for investments in property and equipment, net[15](index=15&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Financial%20Tables) [Condensed Consolidated Balance Sheets](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20(UNAUDITED)) Total assets grew to $2.55 billion in 2022, driven by increases in cash, deposits, and property and equipment Key Balance Sheet Items (in thousands) | Metric | Dec 31, 2022 | Dec 31, 2021 | | :----- | :----------- | :----------- | | Total Assets | $2,547,608 | $2,231,241 | | Total Liabilities | $659,067 | $615,852 | | Total Shareholders' Equity | $1,888,541 | $1,615,389 | | Cash and cash equivalents | $340,759 | $210,930 | | Short-term deposits | $495,359 | $363,648 | | Property and equipment, net | $962,258 | $876,683 | [Condensed Consolidated Statements of Operations (Quarterly)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20(UNAUDITED)_Q) The quarterly income statement details revenue and profit metrics, highlighting the impact of restructuring income Quarterly Income Statement (in thousands, except per share data) | Metric | Dec 31, 2022 | Sep 30, 2022 | Dec 31, 2021 | | :----- | :----------- | :----------- | :----------- | | REVENUES | $403,227 | $427,087 | $412,108 | | GROSS PROFIT | $124,726 | $124,511 | $100,173 | | OPERATING PROFIT | $98,732 | $79,208 | $55,863 | | NET PROFIT ATTRIBUTABLE TO THE COMPANY | $83,324 | $69,135 | $51,739 | | BASIC EARNINGS PER SHARE | $0.76 | $0.63 | $0.48 | | DILUTED EARNINGS PER SHARE | $0.75 | $0.62 | $0.47 | - Restructuring income, net, for the three months ended December 31, 2022, was **$13.592 million**, compared to a restructuring cost of **$4.033 million** for the three months ended September 30, 2022, due to the Arai cessation of operations[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations (Annual)](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20(UNAUDITED)_Y) The annual income statement shows significant year-over-year growth in revenue and a 76% increase in net profit Annual Income Statement (in thousands, except per share data) | Metric | Dec 31, 2022 | Dec 31, 2021 | | :----- | :----------- | :----------- | | REVENUES | $1,677,614 | $1,508,166 | | GROSS PROFIT | $466,308 | $329,118 | | OPERATING PROFIT | $311,674 | $166,511 | | NET PROFIT ATTRIBUTABLE TO THE COMPANY | $264,569 | $150,012 | | BASIC EARNINGS PER SHARE | $2.42 | $1.39 | | DILUTED EARNINGS PER SHARE | $2.39 | $1.37 | - Restructuring income, net, for the year ended December 31, 2022, was **$9.559 million**, resulting from the Arai cessation of operations as part of Japan operations reorganization[25](index=25&type=chunk) [Reconciliation from GAAP Operating Profit to EBITDA](index=8&type=section&id=RECONCILIATION%20FROM%20GAAP%20OPERATING%20PROFIT%20TO%20EBITDA%20(UNAUDITED)) This section reconciles GAAP operating profit to EBITDA, detailing adjustments for depreciation and other non-cash items EBITDA Reconciliation (in thousands) | Metric | Q4 2022 | Q3 2022 | Q4 2021 | FY 2022 | FY 2021 | | :----- | :------ | :------ | :------ | :------ | :------ | | GAAP OPERATING PROFIT | $98,732 | $79,208 | $55,863 | $311,674 | $166,511 | | Depreciation | $69,456 | $67,343 | $64,692 | $262,053 | $242,811 | | Stock based compensation | $6,431 | $6,526 | $8,815 | $24,215 | $25,144 | | Amortization of acquired intangible assets | $510 | $509 | $506 | $2,033 | $1,993 | | Restructuring and impairment cost (income, net) | $(13,592) | $4,033 | -- | $(9,559) | -- | | EBITDA | $161,537 | $157,619 | $129,876 | $590,416 | $436,459 | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20SHAREHOLDERS'%20EQUITY%20(UNAUDITED)) Shareholders' equity increased in 2022, primarily due to net profit and stock-based compensation Key Changes in Shareholders' Equity (in thousands) | Metric | Amount (Dec 31, 2022) | | :----- | :-------------------- | | BALANCE AS OF JANUARY 31, 2022 | $1,615,389 | | Net Profit | $264,569 | | Employee stock-based compensation | $24,215 | | Foreign currency translation adjustments | $(18,026) | | BALANCE AS OF DECEMBER 31, 2022 | $1,888,541 | [Condensed Consolidated Sources and Uses Reports](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20SOURCES%20AND%20USES%20REPORTS%20(UNAUDITED)) The report details cash sources and uses, showing strong operating cash flow funding investments and debt repayment Key Sources and Uses of Cash (in thousands) | Metric | Q4 2022 | Q3 2022 | Q4 2021 | FY 2022 | FY 2021 | | :----- | :------ | :------ | :------ | :------ | :------ | | CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | $390,369 | $211,177 | $211,503 | $210,930 | $211,683 | | Net cash provided by operating activities | $132,750 | $122,402 | $133,656 | $529,820 | $421,293 | | Investments in property and equipment, net | $(38,186) | $(45,134) | $(85,947) | $(213,537) | $(279,260) | | Debt received (repaid), net | $(11,465) | $(28,164) | $1,040 | $(78,379) | $(77,315) | | CASH AND CASH EQUIVALENTS - END OF PERIOD | $340,759 | $390,369 | $210,930 | $340,759 | $210,930 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20(UNAUDITED)) The annual cash flow statement reflects a substantial increase in cash from operations for 2022 Annual Cash Flow Summary (in thousands) | Metric | FY 2022 | FY 2021 | | :----- | :------ | :------ | | Net cash provided by operating activities | $529,820 | $421,293 | | Net cash used in investing activities | $(329,448) | $(338,944) | | Net cash used in financing activities | $(66,650) | $(76,857) | | INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | $129,829 | $(753) | | CASH AND CASH EQUIVALENTS - END OF PERIOD | $340,759 | $210,930 |