Merger and Acquisition Activities - In August 2023, Intel and Tower mutually agreed to terminate the merger agreement, resulting in a reverse termination fee of $353 million paid to Tower[24]. - The company entered into a merger agreement with Intel for $53 per share, which was terminated in August 2023, resulting in a reverse termination fee of $353 million paid to the company[139]. - The company has a history of mergers and acquisitions, including the merger with Jazz Technologies in 2008, which expanded its operational capabilities[20]. - The company acquired a 51% equity stake in TowerJazz Panasonic Semiconductor Co., Ltd. in March 2014, which operates two factories in Toyama, Japan[21]. - The company has a history of strategic acquisitions, including Fab 9 in Texas and a 51% stake in TPSCo from Panasonic, to expand its operational capabilities[136][137]. Operational Changes and Challenges - The company announced a re-organization of its Israeli operations, ceasing Fab 1 operations within approximately one year to optimize operations[26]. - The company operates under a lease for its Fab 3 facility, which is subject to disputes that could adversely impact operations and financial results[55]. - The company has faced operational challenges that could impact delivery times and quality control, affecting revenue and customer retention[43]. - The company may experience excess inventory if wafers are processed without matching purchase orders, potentially leading to obsolete inventory and financial losses[77]. - Delays in purchasing equipment and raw materials could lead to operational halts, impacting capacity increase plans and overall business performance[79]. Financial Performance and Risks - The company had approximately $232 million of consolidated principal amount of debt outstanding as of December 31, 2023, including $102 million in JPY loans and $80 million in capital lease agreements[67]. - The company faces risks from fluctuations in cash flow, which may adversely affect its ability to fulfill debt obligations and invest in strategic growth opportunities[69]. - The company’s financial results may fluctuate significantly due to the cyclical nature of the semiconductor industry and other uncontrollable factors[51]. - The company does not expect to pay dividends in the foreseeable future, as it intends to retain earnings for growth and acquisition strategies[114]. - The company may need to secure additional financing for capacity acquisition and strategic growth, which could be challenging under current market conditions[59]. Market Dynamics and Demand - The semiconductor foundry services market is characterized by cyclical demand, which can significantly impact revenue and margins due to lower demand for wafers[39]. - Demand forecasting is difficult due to the variety of applications for foundry services, which may lead to excess capacity and financial strain if demand is lower than expected[40]. - Future revenues are expected to depend heavily on purchase orders received in the preceding quarter or two, leading to uncertainty in revenue forecasts[76]. - The company generates revenues from international customers, exposing it to risks such as currency fluctuations and geopolitical instability[65]. - The company is a pure-play independent specialty foundry, providing processed wafers with geometries ranging from 0.35 to 0.13-micron on 200-mm wafers and 65 nanometer on 300-mm wafers[130]. Competitive Landscape - The foundry business is highly competitive, with competitors potentially having advantages in capacity, customer base, and operational performance[47]. - The competitive landscape includes foundries like GlobalFoundries and TSMC, with competition based on technology offering, wafer performance, and customer support[198][201]. - The company may face pricing pressure and underutilization of capacity due to increased competition in the specialty foundry market[48]. - The company is not currently capable of providing CMOS processes at smaller than 10 nanometer process geometries, which may impact its competitiveness if customers shift towards these technologies[49]. Technological Advancements - The company has developed specialized technologies including CMOS image sensors, MEMS, and RFID technologies to enhance its service offerings[131]. - The company is advancing its CMOS image sensor technology with BSI and wafer stacking, which allows for improved performance in mobile devices and other applications[174]. - The company has developed innovative stitching technology for X-ray sensors, enabling the production of large sensors on 8" and 12" wafers, which enhances capabilities in medical and industrial applications[171]. - The company has developed GaN technologies for sensor applications and is integrating MEMS devices with CMOS technology[187]. - The company is developing advanced SiGe BiCMOS technologies, which provide higher speed and lower noise for RF and high-performance analog applications, with ongoing development of 65nm SiGe BiCMOS technology[181]. Customer Relationships and Sales Cycle - The company emphasizes customer service and engineering support, which has led to a high customer retention rate and an increase in new customers and products[161]. - The sales cycle for new customers typically ranges from 9 to 24 months, while existing customers can have a cycle as short as 6 to 12 months[190]. - In 2023, 14% of the company's revenues were generated from NTCJ, with an additional four customers contributing 30% of revenues, and the remaining 56% from smaller customers[53]. - In 2023, four significant customers contributed between 9% to 14% of revenues, compared to five customers contributing between 5% to 14% in 2022[190]. Geopolitical and Environmental Factors - The ongoing conflict in Israel has led to military drafts, which may disrupt operations if a significant number of employees are absent for military service[119]. - The current war in Israel has not materially impacted operations to date, but future escalation could adversely affect business and financial conditions[120]. - Economic boycotts and restrictive laws against Israel may hinder business operations and expansion efforts, impacting financial results[122]. - Climate change concerns may result in increased operational costs due to higher energy prices and potential carbon taxes, adversely affecting financial results[100]. Inventory and Supply Chain Management - The company maintains a general inventory policy to ensure sufficient stock of principal raw materials, including silicon wafers, to meet operational needs[211]. - The company has established long-term relationships with wafer suppliers to ensure a sufficient supply of silicon wafers[212]. - Compliance with export regulations may reduce sales or increase operational costs, potentially disrupting business operations[96]. Security and Compliance Risks - Security breaches, including cyber-attacks, could lead to significant operational disruptions and reputational damage, affecting business performance[103]. - Compliance with U.S. conflict minerals regulations may increase sourcing costs and impact the availability of raw materials, potentially harming revenue[101]. - Defective wafers could lead to product liability claims, damaging the company's reputation and financial condition[97].

MIGDAL HAEMEK, Israel, March 21, 2024 – Tower Semiconductor (NASDAQ/TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, today announced its participation at upcoming 2024 OFC conference to be held March 26th - 28th in the San Diego Convention Center, California. The company will showcase its advanced Silicon Germanium and Silicon Photonics platforms, as well as recent technology developments providing cutting-edge solutions supporting the growing demands of AI, quantum computing, ...

Presenting Company's state-of-the-art displays backplane technology solutions and its recent developments addressing the evolving AR/VR market needs MIGDAL HAEMEK, Israel, March 11, 2024 –Tower Semiconductor (NASDAQ/TASE: TSEM), the leader in high-value analog semiconductor foundry solutions, today announced its invited presentation at the upcoming 2024 SEMICON China conference. The presentation - Advanced CMOS Process Technology for Micro Display Manufacturing - will provide an overview of current trends i ...

jiefeng jiang Introduction Tower Semiconductor (NASDAQ:TSEM) recently reported its FY23 financial results, so I wanted to look back at how the company progressed over the last year and comment on the outlook going forward. It’s been a tough year for many companies in the semiconductor sector, including TSEM, however, many analysts are seeing improvements in demand across the board for many different sectors and the declines in revenues seem to have bottomed. The company is still trading at a decent disc ...

Exhibit 99.1 TOWER SEMICONDUCTOR LIMITED AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 TOWER SEMICONDUCTOR LIMITED AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | | Page | | --- | --- | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1197) | F-2 - F-3 | | BALANCE SHEETS | F-4 | | STATEMENTS OF OPERATIONS | F-5 | | STATEMENTS OF COMPREHENSIVE INCOME | F-6 | | STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | F-7 | | STATEMENTS OF CASH FLOWS | F-8 - ...

Addressing the growing Chinese and global market needs for advanced AR/VR solutions Based on Tower's high yield, dedicated process for micro display backplane, supporting current-driven OLED pixel designs MIGDAL HAEMEK, Israel, and HANGZHOU, China, February 26, 2024 – Tower Semiconductor (NASDAQ/TASE: TSEM), the leader in high-value analog semiconductor foundry solutions, and Tianyi Micro, a leading provider of micro display driver chips specializing in developing silicon-based micro-OLEDs and micro-LEDs, ...

Addressing high voltage, high power BCD technologies for smart power applications MIGDAL HAEMEK, Israel, February 22, 2024 – Tower Semiconductor (NASDAQ/TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, today announced its participation at upcoming 2024 APEC conference to be held February 26th - 28th in Long Beach, California, highlighting the Company’s advanced Power Management platform and recent technology developments addressing the emerging needs of consumer, communications ...

MIGDAL HAEMEK, Israel, February 20, 2024 – Tower Semiconductor (NASDAQ/ TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, today announced that its President, Dr. Marco Racanelli, will attend the Susquehanna Technology Conference on Thursday, February 29, 2024. The conference will take place at the Lotte New York Palace Hotel in New York. At the conference, there will be an opportunity for investors to meet one-on-one with management. Interested investors should contact the confe ...

Tower Semiconductor (TSEM 2.86%) is making big gains in this week's trading. The Israel-based chip company's share price was up 15.2% from last week's market close as of 3:15 p.m. ET Friday, according to data from S&P Global Market Intelligence.Tower reported its fourth-quarter results before the market opened on Feb. 14. The company posted earnings per share of $0.55 on sales of $351.71 million. Even though sales were down due to weaker demand in the automotive sector, this performance came in ahead of the ...

Financial Data and Key Metrics Changes - The company reported Q4 2023 revenues of $352 million, a decrease from $358 million in the prior quarter, with a gross profit of $84 million compared to $87 million in the previous quarter [56][57] - For the full year, revenues were $1.42 billion, down from $1.68 billion in 2022, with gross profit decreasing to $354 million from $466 million in the prior year [59][60] - The net profit for Q4 was $54 million, while the full year net profit was $518 million, which included a $290 million impact from a merger contract termination fee received from Intel [56][60] Business Line Data and Key Metrics Changes - The company is transitioning from 6-inch to 8-inch operations, which is expected to optimize margins and improve revenue streams, particularly in high-value technologies [40][41] - The RF mobile business is experiencing a rebound, with high utilization rates for both 200 mm and 300 mm RF SOI capacity, and additional capacity expected to come online throughout 2024 and 2025 [45][46] - The power IC business is facing challenges in the 200 mm segment, particularly in automotive applications, but strong demand is noted for 300 mm power management platforms [105] Market Data and Key Metrics Changes - Revenue breakdown by end market shows that power IC business accounted for 24%, RF mobile business for 22%, and automotive for 17% [41][42] - The company is seeing a strong demand rebound in the machine vision market, particularly driven by the Chinese market for factory automation and embedded robotic camera systems [107] Company Strategy and Development Direction - The company is focusing on strategic value-add growth through market expansion and innovation, particularly in RF infrastructure and silicon photonics [53][54] - Partnerships with key customers are being leveraged to enhance technological offerings and operational capabilities, with a strong emphasis on collaboration [54] - The company is investing in capacity expansion and new technologies to meet evolving customer needs and to outpace competition [53][54] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about market recovery indicators and renewed demand across key segments, expecting notable quarter-over-quarter growth throughout 2024 [38][52] - The company anticipates that the initial headwinds from new manufacturing activities will be absorbed and become accretive to margins by the first half of 2025 [104] - Management expects revenue growth in 2024 compared to 2023, driven by advancements in AI and mobile technologies [74][78] Other Important Information - The company plans to invest approximately $500 million in capital expenditures for equipment and other items required for its 12-inch factory in Agrate, Italy [63] - The balance sheet as of December 2023 totaled $2.9 billion, with a strong current assets ratio of 6.2x compared to 3.9x at the end of 2022 [62] Q&A Session Summary Question: Impact of transitioning from 6-inch to 8-inch on revenue and margins - Management indicated that the transition will not negatively impact margins and is expected to be beneficial in the coming quarters [3][4] Question: Confidence in near-term order rates and long-term customer demand visibility - Management noted a combination of strong near-term order rates and good long-term visibility, with double-digit growth expected in core businesses [5] Question: Gross margin expectations for the upcoming quarter - Management suggested that the baseline for gross profit should be assumed at 24% from Q4, with adjustments based on revenue changes [21][72] Question: Revenue growth expectations for 2024 compared to 2023 - Management confirmed expectations for revenue growth in 2024 over 2023, driven by strong market demand [74] Question: Plans for cash flow and capital expenditures - Management clarified that cash flow operations are expected to be lower than capital expenditures due to significant investments planned for the year [84][96]