Tower Semiconductor Ltd. — Investor Presentation 2024

Mar 19, 2024

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Safe Harbor

This presentation contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, statements regarding expected (i) customer demand, (ii) utilization and cross utilization of our Fabs, (iii) demand from our end markets, (iv) market and technology trends, and (v) results regarding revenues, cash flow, margins and net profits are all forward-looking statements. Actual results may differ materially from those projected or implied by such forward-looking statements due to various risks and uncertainties applicable to Tower Semiconductor's business as described in the reports filed by Tower Semiconductor Ltd. ("Tower") with the Securities and Exchange Commission (the "SEC") and the Israel Securities Authority ("ISA"), including the risks identified under the heading "Risk Factors" in Tower's most recent filings on Forms 20-F and 6-K. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations or financial condition of Tower Semiconductor. In addition, some of the financial information in this presentation, is non-GAAP financial measures, including, but not limited to, EBITDA, Cash, debt and Net Cash. These non-GAAP financial measures have the same definition as appear in our previously filed quarterly financial results related announcements and/ or other public filings.

Tower Semiconductor is providing this information as of the date of this presentation and expressly disclaims any obligation to update any of the forward-looking statements or other information contained in this presentation as a result of new information, future events or otherwise.

Agenda

CEO Keynote Russell Ellwanger, CEO

Technology Leadership & Served Markets Dr. Avi Strum, CTO

Operational Excellence Rafi Mor, COO

Financial Strength

Oren Shirazi, CFO

Q&A Panel

Partnership, Leadership, Impact, Innovation Excellence

Russell Ellwanger, CEO

Washington, D.C. Statue on the left of the main entrance to the National Archives of the United States bears the inscription:

"The heritage of the past is the seed that brings forth the harvest of the future"

Our Vision:

Provide the highest value analog semiconductor solutions as validated by our customers, employees, shareholders and partners.

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

The beginning of a successful company

Can increase degree of overlap by being:

• Customers centric

• Setting and evaluating realistic but stretch-goals with definitive metrics

• Requires continual rapid cycles of learning

Even once aligned, market/customers insensitivity can cause them to move apart.

Value Vectors

We pursue excellence in all we do from ideation through product shipment. Hence, we deliver the best experience to our customers and employees

partner for customers, employees and shareholders

Leading the analog ecosystem with technology and process solutions in exciting and growing markets

Tower Semiconductor and InnoLight Partner to Develop Multi-Generation Silicon Photonics Based Optical Transceivers

400G/800G Transceivers built on Tower's production PH18M Silicon Photonics platform

Partnership to deliver solutions for the growing markets of Artificial Intelligence (AI), Datacenter Interconnects and Next-Gen Telecom

MIGDAL HAEMEK, Israel, and SUZHOU, China, Sept. 7, 2023 – Tower Semiconductor (NASDAQ/TASE: TSEM), a leader in highvalue analog semiconductor foundry solutions, and InnoLight Technology, the leader in data center optics, today announced their collaboration to develop multi-generation high-speed optical transceivers based on Tower's Silicon Photonics process platform (PH18). With production already underway, this strategic partnership is expected to enable cutting-edge solutions to support the growing demands of AI, datacenters, and nextgeneration telecom networks. According to Yole, a market research firm, the silicon photonic die market is expected to grow at 22% CAGR reaching nearly half-a-billion dollars by 2027.

Coherent Awards Tower Semiconductor as an Outstanding Innovation and Technology Supplier for Silicon Photonics based Products

Tower's silicon photonics technology to be deployed by Coherent across multiple data rates for high-speed optical transceivers needs Technology for Micro Displays

PITTSBURGH, PA, and MIGDAL HAEMEK, Israel, March 18, 2024 –

Coherent Corp. (NYSE: COHR), a global leader in materials, networking, and lasers, and Tower Semiconductor (NASDAQ/TASE: TSEM), the leading foundry of high-value analog semiconductor solutions, today announced that Coherent has recognized Tower Semiconductor as an Outstanding Innovation and Technology Supplier for its silicon photonics based optical transceiver products. This prestigious award recognizes Tower's unwavering long-term commitment to providing the most advanced technology solutions, enabling the development of Coherent's market-leading multiple data rate nodes for high-speed optical transceivers based on Tower's PH18 silicon photonics process technology. According to the Yole Group, the silicon photonics market is expected to grow at 44% CAGR from 2022 to 2028, supporting growth of AI, Data Center, and Network infrastructure.

		Ranking of Top 10 Transceiver Suppliers
--	--	-----------------------------------------	--

2010	2016		2018	2022
Finisar	Finisar		Finisar	Innolight & Coherent
Opnext	Hisense	2	Innolight	(tie)
Sumitomo	Accelink	3	Hisense	Cisco (Acacia)
Avago	Acacia	4	Accelink	Huawei (HiSilicon)
Source Photonics	FOIT (Avago)	5	FOIT (Avago)	Accelink
Fullitsu	Oclaro	6	Lumentum/Oclaro	Hisense
JDSU	Innolight	7	Acacia	Eoptolink
Emcore	Sumitomo	8	Intel	HGG
WID	Lumentum	9	AOi	Intel
NeoPhotonics	Source Photonics	10	Sumitomo	Source Photonics

6 of the top 10 are our active customers (not Huawei).

To note: Coherent is a result of an acquisition of Finisar.

Silicon Photonics: From Pluggable to CPO to Optical I/O

Silicon Photonics enables

• Higher Bandwidth (Gbps)
• Lower Power (pJ/bit)
• Lower Cost (\$/Gbps)

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Value Vectors

We pursue excellence in all we do from ideation through product shipment. Hence, we deliver the best experience to our customers and employees

partner for customers, employees and shareholders

Leading the analog ecosystem with technology and process solutions in exciting and growing markets

moving great ideas into value

Financial Metrics of Excellence

• Effective ~ Gross Margin

  • High value offerings that enable customers at high capacity scale.

• Efficient ~ Point drop from Gross Margin to Operating Margin

  • Tower is a benchmark at about 10 points
  • Streamlined infrastructure leads to fast decision making and fast execution
    • Tower's process flow development is done in the Fab that will be running the flow => speed to ramp.
    • All process engineers are R&D engineers!

Financial Metrics of Excellence (cont.)

• Highest Quality
  • Tower top 20% by ranking and rating has a benchmark low attrition rate

	Actual		Actual
2023	2.4%	2015	2.2%
2022	3.0%	2014	3.8%
2021	3.4%	2013	3.4%
2020	1.5%	2012	4.4%
2019	2.4%	2011	2.6%
2018	0.9%	2010	2.2%
2017	3.7%	2009	2.3%
2016	0.5%

Tower Semiconductor Confidential and Proprietary

Information herein shall not be furnished to third parties or made public

Alice in Wonderland | Lewis Carroll Alice approaching a crossroad, asked the Cheshire Cat

Alice: "can you please tell me which way I ought to go from here?"

Cat: "that depends a good deal on where you want to get to"

Alice: "I don't much care where"

Cat: "then it doesn't much matter which way you go…"

We know where we are going!

"What is past is prologue"

We have a rich past, an introduction for each of us to write the most amazing new chapter in the book of Tower.

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Technology Leadership and Served Markets

Dr. Avi Strum, CTO

Tower Semiconductor (NASDAQ/TASE: TSEM)

Analog Pure play foundry

• Serving over 300 customers globally

Analog technology leadership

• Focus on RF, Power, Sensors & Displays

Serving a wide range of end-markets

• Infrastructure, automotive, mobile, medical, industrial, consumer, aerospace and defense

Operational Excellence

• Multi-fab production options across three geographic regions

2023 Revenue Breakdown

RF Infrastructure

Datacom, Telecom and Artificial Intelligence

Optical Fiber Transceivers HP SiGe and Si Photonics

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Growth of Optical Transceivers

• Historically our market has been exclusively of SiGe optical transceiver components (drivers, TIAs, CDRs)
• Today, we are adding Silicon Photonics components at higher data-rates (400/800 G)
• Working with >50 active Silicon Photonics customers, announced production and partnerships with Innolight and Coherent (#1, #2 optical module providers) and Marvell (Tier 1 optical transceiver IC provider)

Silicon Germanium: Linear Pluggable Optics (LPO) boosting SiGe opportunity

Source: Ruijie Networks

Silicon Photonics Market

Tower Semiconductor Confidential and Proprietary

Information herein shall not be furnished to third parties or made public

SiPho based FMCW benefit for LiDAR

• FMCW LiDAR gives both the range (x, y, and z coordinates) and the relative velocity of surrounding objects, making it best suited for automotive applications
• SiPho enables a compact integration of all optical elements of an FMCW LiDAR: laser sources, optical modulators, mux/demux, couplers and photodetectors etc.
• SiPho also enables on-chip integration of Optical Phase Arrays (OPAs) for scanning the beam with high speed and reliability (no moving parts). Adapted from Rezaei et al, Univ. of

Washington (ASHES '22)

Satellite based internet services

• Terrestrial receiver demand is growing
• SiGe based phased-array are key enablers
• ~250 phase-array ICs per terminal on average
• 80M* new users expected over the next decade can drive an additional ~\$400M/year SiGe market

Collaboration with Renesas to Manufacture SiGebased Beamforming ICs for Tier-1 Customers in Satcom, 5G, and Aerospace & Defense Applications

* Euroconsult

Tower Semiconductor Collaborates with Renesas to Manufacture SiGe-based Beamforming ICs for Tier-1 Customers in Satcom, 5G, and Aerospace & Defense Applications

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 collaboration underscores Renesas' commitment to innovation as its broad portfolio of beamforming products has already achieved design wins by key worldwide players across 5G, satcom and Aerospace & Defense markets, positioning the company at the forefront of the industry.

The Satcom terrestrial terminal market is growing rapidly as satellite-based internet services proliferate globally. According to Euroconsult, a market research firm, 71 million people were connected to satellite broadband services in 2022. With rapid deployment of LEO satellite constellations, this number is expected to double in 2031, reaching over 150 million users. This translates to an increase of \$400M in the average yearly TAM for SiGe wafers over the coming decade.

"The unique advantages of Tower's SiGe BiCMOS technology have empowered us to design and manufacture highly integrated and power efficient semiconductors that set new industry benchmarks," said Naveen Yanduru, VP of RF Communications at Renesas. "As evidenced by our design wins and volume shipments, the displacement of mechanical antennas by highly agile electronically steered antennas (ESAs) is well underway and will continue to drive exponential SAM growth for beamforming ICs in the coming years. With the continuously surging demand for millimeter-wave technology, our collaboration with Tower Semiconductor has positioned Renesas as a market leader," Mr. Yanduru added.

Renesas is a global leader in delivering cutting-edge solutions for the telecommunications industry and has made strides in the Satcom and 5G markets through its collaboration with Tower Semiconductor. This capability played a significant role in empowering Renesas to establish and solidify its market leadership.

"We are excited to partner with Renesas in bringing these breakthrough products to market leveraging our industry leadership in SiGe foundry technology along with their strong product development, talent and market presence," noted Dr. Marco Racanelli, President at Tower Semiconductor.

"Our global capacity and engineering agility will ensure Renesas has both the ability to develop new, high-performance products and deliver these in high-volume to their Tier 1 customers."

RF Mobile

Wireless Front-End Components Built on RF SOI and RF SiGe

RF SOI figure of merit roadmap

• 200mm and 300mm wafer sizes
• 180nm to 65nm nodes
• 4 factories in high volume + qualifying Agrate, Italy
• Best-in-class FoM and roadmap with low Ron-Coff and high power handling

RF Mobile Market

Wireless Front-End Built on

RF SOI and RF SiGe Platforms

RF Switch RF SOI Antenna Tuner RF SOI Low-noise Amplifier SiGe / RF SOI Power Amplifiers SiGe / RF SOI mmWave SiGe / RF SOI

5G adoption drives steady growth in RF content with 6G coming by 2030

Global Smartphone Shipments & 5G Adoption

Power and Mixed-Signal

Largest Analog Market

• \$24B 2024 Power IC market per Yole

Serving all major Semi Segments

• Automotive
• Industrial
• Consumer
• Infrastructure

Power IC Market (~\$24B* Total)

Market Size vs. Operating Voltage

* Yole: 2024 Power IC market

Newer 300mm Markets for Tower

• 65nm BCD with best-in-class Rdson/efficiency
• Mobile, battery operated applications

Traditional 200mm Markets for Tower

• 180nm BCD with rich analog features
• Automotive, Industrial, and Infrastructure applications

Poised for strong market share gains in this large market with announced 300mm capacity, 65nm technology, and customers

TPS65PM Modularity

• Tower's 65nm BCD technology is based on a modular process that potentially has more than 1000 different flavors
• It covers a wide range of Power & Analog applications with best-in-class FOMs
• This technology has a low mask count, achieved by sharing masks across different devices

Sensors and Displays

CMOS Image Sensors High-Value Markets

• Medical
• Industrial
• Automotive

uLED Display Solutions Emerging, Growth Markets Power IC, 24%

• AR/VR
• High Resolution Displays

CMOS Image Sensor market overview

Information herein shall not be furnished to third parties or made public

High Value CIS Markets

Medical and Dental X-Ray

High value wafers due to unique stitching technology for large sensors

High-end Photography

High value wafers due to unique pixel IP, stitch field for full-frame sensors and stacked BSI technology

Industrial Machine Vision

High value wafers due to unique global shutter, stitch field and stacked BSI

• Intra and Extra Oral
• Mammography
• Surgical
• Up to 21cm x 21cm (1 DPW)

• Cinematography
• Broadcasting
• High end photography

• 2-D barcode readers
• Food inspection
• Industrial robots
• Display / solar cell inspection
• ITS

Emerging High Growth Sensor and Display Markets

Biometrics Driven mainly by the mobile market

3D sensing Driven by high growing markets such as automotive (LiDARs) and AR (3D mapping)

Displays Very high growth market (VR Displays)

• Optical fingerprint lens-type sensors
• Face recognition (iToF)
• Palm recognition

• Automotive (dToF)
• Gaming (iToF/dToF)
• AR/VR depth sensors
• Robotics / Home Robotics (dToF)
• Fast camera autofocus
• uOLED displays for VR goggles
• uLED on Silicon for next generation displays

Stitching technology

• Large Scale image sensor process using stitching
• 2 masks solutions :

• Single mask solution

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Full 12'' sensor

Operational Excellence

Rafi Mor, COO

Tower Operational Strategy

❖Leverage Tower Global operations to pursue excellence in all what we do.

❖Quality, efficiency and effectiveness are the pillars of excellence and are indispensable to each other. We continually drive:

• Highest standards of quality
• Efficiency in processes, systems and procedures
• Effectiveness in creation and implementation
• ❖We are Committed to continuous improvement.
  • ❖We continually develop and maintain large wafer capacity with duplication of major process flows across different geographic locations for BCP purposes.
  • ❖ Load the Fabs to high utilization while delivering the best-in-class KPI's.

Adding significant 300mm capacity to grow scale

• Six factories in high-volume production
• Two additional 300mm factories being qualified to meet forecasted growing demand with biz models minimizing time to volume and cost.

Tower Operations - Global capacity assurance

• 3.1M Wafers / Year (200mm equivalent). Enabling 200mm and 300mm multi-fab wafer production.
  • Cross Qualification answer customers BCP needs and maximized utilization and customer assurance
  • Fab-10 started production ramp in Q1 2024.
  • Fab11 will start production ramp in Q1 2025.

Operational Excellence – Best in class KPI's among Analog Fabs

Operational Excellence - Improve Operational Efficiency

Enabling operation to improve the quality and efficiency by learning proactively from other sites and solved problems faster by consulting organization experts

Data search – search information on events, change control, articles, non-conforming material, etc.

Common tools –Identify tools and processes owners and experts and identify automatically identical tools in different sites to enable knowledge sharing.

Technology search –Identify technologies experts and identify automatically identical technologies in different sites to enable knowledge sharing.

Tower dictionary – explain Tower terms and abbreviations

OEE – global data base of tools performance to state differences between FABs and drive performance to the best one.

Develop E-learnings, WEB based trainings to improve the skills of all employees in the global operations

Trainings were developed for the following topics: Knowledge sharing, CCB, non-conforming material , Measurement system analysis, Crash, Overall Equipment Effectiveness (OEE), Basic statistics, statistical Hypothesis tests, Statistical Process Control (SPC).

Change Management (CCB) Non Conforming

Material

Basic Statistics

Measurement System Analysis (MSA)

5S Overall Equipment Effectiveness OEE

Operation Under Crash Situation

Problem Solving WIP management

Knowledge Sharing

Tower Semiconductor is Going Green, Results also in increase Efficiency

TSEM broadening its presence into renewable energy and green initiatives. Invested in key projects which enables improvement in water and electricity usage.

Reduction in power usage by installing solar panels in Fab1&Fab2 Roof with estimated 4400MWh yearly production .

54

Waste Reduction: Recycle 3K ton/year of H2SO4

Global initiatives to reduce Electricity consumption of 18,000 MWh/year such as installing smart devices that regulate power consumption, upgrading the chillers, replacing the cooling tower and replacing neon light bulbs with LED bulbs

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Total of 774,500 m3/year water consumption were reduced through recycling projects.

• The total electricity savings per year is equivalent to yearly electricity consumption of about 1800 private households or 16 million pounds of coal burned
• The total water saving is equal to the annual water consumption of a town with a population of 20000 people

The Best Confidence Builder is High Yielding Wafer Shipped on Time

• Large Capacity Globally and High Assets Utilization:

Quality technologies at multiple TowerJazz Sites to utilize all Fabs at >85%, allowing us to better serve increasing customer demand.

• Reduced Lead Time:

To shorten Time to Market for new products ➔ Fuel our customer's future growth!

• Improved Efficiency :

OEE Improvement to reduce Capex investment. COGS Savings maintain competitive p

• Exceptional Quality:

55

PPB level Field Failures & High Yields - to delight existing customers and win new products.

Financial Strength

Oren Shirazi, CFO

Financial Model (\$M)

* Including New Mexico capacity corridor and Agrate capacity based on previously announced Cap-Ex investments ** Excluding Intel merger contract termination fees received in Q3'2023, net of associated cost and taxes

58

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

Balance Sheets (\$ in million)

	December 31, 2023	September 30, 2023	December 31, 2022
CURRENT ASSETS
Cash and cash equivalents	261	315	341
Short-term deposits	791	735	495
Marketable securities	185	179	170
Trade accounts receivable	154	150	153
Inventories	282	304	302
Other current assets	36	34	34
Total Current Assets	1,709	1,717	1,495
Property and equipment, net	1,156	1,062	962
Intangible assets, net	12	13	14
Deferred tax and other long-term assets, net	41	44	77
TOTAL ASSETS	2,918	2,836	2,548
CURRENT LIABILITIES
Short-term debt	59	48	62
Trade accounts payable	138	106	151
Customer prepayment and deferred revenue	18	24	39
Other current liabilities	61	80	135
Total Current Liabilities	276	258	387
Long-term debt	173	180	210
Customer prepayment	26	30	41
Deferred tax and other long-term liabilities	16	19	21
TOTAL LIABILITIES	491	487	659
Shareholders' Equity	2,427	2,349	1,889
TOTAL LIABILITIES & EQUITY	2,918	2,836	2,548

Tower Semiconductor Confidential and Proprietary Information herein shall not be furnished to third parties or made public

	Q4'23	Q3'23	Q4'22
Cash opening balance, excluding securities & deposits	315	318	390
Cash from operating activities	126	402 *	133
Cap-Ex, net	(136)	(101)	(38)
Investments in securities, deposits & long-term assets	(37)	(318)	(150)
Debt repaid and others, net	(7)	14	6
Cash closing balance, excluding securities & deposits	261	315	341

	FY'23	FY'22
Cash opening balance, excluding securities & deposits	341	211
Cash from operating activities	677 *	530
Cap-Ex, net	(432)	(214)
Investments in securities, deposits & long-term assets	(289)	(116)
Debt repaid and others, net	(36)	(70)
Cash closing balance, excluding securities & deposits	261	341

* Cash from operations includes Intel termination fee, net of cost, in the amounts of \$314M received in Q3'23 and FY'23

FY'23 P&L vs. FY'22 P&L (in thousands of \$)

		Year ended December 31,
		2023	2022
REVENUES	\$	1,422,680 \$	1,677,614
COST OF REVENUES		1,069,161	1,211,306
GROSS PROFIT		353,519	466,308
OPERATING COSTS AND EXPENSES:
Research and development		79,808	83,911
Marketing, general and administrative		72,454	80,282
Restructuring income, net		(32,506)	(9,559)
Merger-contract termination fee, net		(313,501)	--
		(193,745)	154,634
OPERATING PROFIT		547,264	311,674
FINANCING AND OTHER INCOME (EXPENSE), NET		37,578	(19,701)
PROFIT BEFORE INCOME TAX		584,842	291,973
INCOME TAX EXPENSE, NET		(65,312)	(25,502)
NET PROFIT		519,530	266,471
NON CONTROLLING INTEREST		(1,036)	(1,902)
NET PROFIT ATTRIBUTABLE TO THE COMPANY	\$	518,494 \$	264,569
BASIC EARNINGS PER SHARE	\$	4.70 \$	2.42
DILUTED EARNINGS PER SHARE	\$	4.66 \$	2.39
GAAP NET PROFIT	\$	518,494 \$	264,569
Stock based compensation		27,931	24,215
Amortization of acquired intangible assets		1,923	2,033
Restructuring income, net		(11,224)	(7,056)
Merger-contract termination fee, net		(289,988)	--
ADJUSTED NET PROFIT	\$	247,136 \$	283,761
ADJUSTED DILUTED EARNINGS PER SHARE
Basic	\$	2.24 \$	2.60
Diluted	\$	2.22 \$	2.56

Tower Semiconductor Confidential and Proprietary

Information herein shall not be furnished to third parties or made public

Q4'23 P&L vs. Q3'23 and Q4'22 P&L (in thousands of \$)

	T h r e e m o n t h s e n d e d
	December 31,		September 30,		December 31,
	2023		2023		2022
REVENUES	\$ 351,711	\$	358,167	\$	403,227
COST OF REVENUES	267,294		271,299		278,501
GROSS PROFIT	84,417		86,868		124,726
OPERATING COSTS AND EXPENSES:
Research and development	20,849		20,176		20,706
Marketing, general and administrative	18,401		18,037		18,880
Restructuring income, net	--		--		(13,592)
Merger-contract termination fee, net	--		(313,501)		--
	39,250		(275,288)		25,994
OPERATING PROFIT	45,167		362,156		98,732
FINANCING AND OTHER INCOME (EXPENSE), NET	16,682		9,975		(55)
PROFIT BEFORE INCOME TAX	61,849		372,131		98,677
INCOME TAX EXPENSE, NET	(10,130)		(34,394)		(12,835)
NET PROFIT	51,719		337,737		85,842
NON CONTROLLING INTEREST	2,128		4,318		(2,518)
NET PROFIT ATTRIBUTABLE TO THE COMPANY	\$ 53,847	\$	342,055	\$	83,324
BASIC EARNINGS PER SHARE	\$ 0.49	\$	3.10	\$	0.76
DILUTED EARNINGS PER SHARE	\$ 0.48	\$	3.07	\$	0.75
GAAP NET PROFIT	\$ 53,847	\$	342,055	\$	83,324
Stock based compensation	6,662		7,898		6,431
Amortization of acquired intangible assets	442		491		510
Restructuring income, net	--		--		(8,966)
Merger-contract termination fee, net	--		(289,988)		--
ADJUSTED NET PROFIT	\$ 60,951	\$	60,456	\$	81,299
ADJUSTED DILUTED EARNINGS PER SHARE
Basic	\$ 0.55	\$	0.55	\$	0.74
Diluted	\$ 0.55	\$	0.54	\$	0.73

Tower Semiconductor Confidential and Proprietary

Information herein shall not be furnished to third parties or made public

Financial Model (\$M)

* Including New Mexico capacity corridor and Agrate capacity based on previously announced Cap-Ex investments

** Excluding Intel merger contract termination fees received in Q3'2023, net of associated cost and taxes

Thank You

www.towersemi.com