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, 2024
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 1934
Commission File number: 0-24790
TOWER SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its charter and translation of registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
Ramat Gavriel Industrial Park
P.O. Box 619, Migdal Haemek 2310502, Israel
(Address of principal executive offices)
Nati Somekh, +972-4-6506109, natiso@towersemi.com;
Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek 2310502, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
__________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Ordinary Shares, par value New Israeli Shekels 15.00
per share
TSEM
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report:111,550,761 Ordinary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ Large Accelerated filer
☐ Accelerated filer
☐ Non-accelerated filer
☐ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ☒
International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
FORWARD LOOKING STATEMENTS
This annual report on Form 20-F includes certain “forward-looking”
statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The use
of the words “projects,” “expects,”
“may,” “plans” or “intends,” or words of similar import, identifies a statement as “forward-looking”.
There can be no assurance, however,
that actual results will not differ materially from our expectations or projections. Factors that
could cause actual results to differ from our expectations or projections include
the risks and uncertainties relating to our business
described in this annual report in “Item 3. Key Information-D. Risk Factors”.
We remind readers that forward-looking statements are merely predictions
and therefore inherently subject to uncertainties and other factors and involve known and
unknown risks that could cause the actual results,
including revenues from agreements we signed, expansion of our operations, performance, activities, and our achievements,
to be materially
different from any forecasted results, plans to expand our operations, plans to develop new technologies or features, forecasted performance,
planned
activities, or our targeted achievements expressed or implied by such forward-looking statements.
EXPLANATORY INFORMATION
In this annual report, “Tower” refers to Tower Semiconductor
Ltd., an Israeli company, and “we,” “us,” “our,” and “the Company” and words of similar
import, refer
collectively to Tower and its then-owned and/or consolidated subsidiaries.
All references herein to “dollars,” “US dollars,”
“USD” or “$” are to United States dollars, all references to “JPY” are to the Japanese Yen and all
references to
“Shekels” or “NIS” are to New Israeli Shekels. “U.S. GAAP” means the generally accepted
accounting principles of the United States. Unless otherwise stated, all of our
financial information presented in this annual report
has been prepared in accordance with U.S. GAAP.
In 2008, we completed a merger with Jazz Technologies, Inc. (“Jazz
Technologies”) and its wholly-owned subsidiary Jazz Semiconductor, Inc. (“Jazz
Semiconductor”), an independent semiconductor
foundry specializing in specialty process technologies. As a result of the merger, Jazz Technologies became a wholly-owned
subsidiary
of Tower and was subsequently renamed Tower Semiconductor NPB Holdings, Inc. (“Tower NPB”) and Jazz Semiconductor was renamed
Tower Semiconductor
Newport Beach, Inc. (“NPB Co.”). Following a restructuring, Tower NPB is directly held by Tower
US Holdings Inc. (“Tower US Holdings”), a company incorporated under
the laws of the State of Delaware and a wholly-owned
subsidiary of Tower.
In March 2014, we acquired a 51% equity stake in TowerJazz Panasonic
Semiconductor Co., Ltd., (“TPSCo”), a company formed by Panasonic Corporation
(“Panasonic” or “Panasonic
Corporation”). In June 2014, Panasonic transferred its shares and assigned its rights and obligations in TPSCo to its wholly owned
subsidiary,
Panasonic Semiconductor Solutions Co., Ltd. (“PSCS”). In July 2020, TPSCo was renamed Tower Partners Semiconductor
Co., Ltd. In September 2020, Panasonic sold its
shares in PSCS to Nuvoton Technology Corp. (“Nuvoton”), a Taiwan-based company,
which is majority-owned by Winbond Electronics Corporation, a Taiwan-based
company. Following the sale, PSCS was renamed Nuvoton Technology
Corporation Japan (“NTCJ”). TPSCo currently operates two factories in Toyama, Japan.
In February 2016, we acquired a factory in San Antonio, Texas,
from Maxim Integrated Products Inc. (“Maxim”). The assets and related business that we acquired
from Maxim are held and conducted
through an indirect wholly-owned U.S. subsidiary, Tower Semiconductor San Antonio, Inc. (“Tower SA”) (formerly named TowerJazz
Texas Inc.), which is wholly owned by Tower US Holdings.
In 2021, we entered into an agreement with ST Microelectronics
(“ST”) to share, under a collaborative arrangement, a 300mm facility with ST in Agrate, Italy,
following which Tower Semiconductor
Italy S.r.l. (“TSIT”), a wholly-owned Italian subsidiary of Tower, was incorporated. TSIT and ST share the cleanroom space
and
facility infrastructure, with TSIT having the right to use approximately one-third of the clean room space for its foundry customers,
which we refer to as “Fab 10.” As part of
the qualification and ramp-up process, TSIT acquired and installed certain
of its own equipment in the Agrate facility and developed certain processes and technologies. The
comprehensive qualification process
was completed during the fourth quarter of 2024, following which volume production and operations at the facility commenced.
In September 2023, Tower and Intel Corporation (“Intel”) entered
into an agreement under which a capacity corridor is being established at Intel’s 300mm facility in
New Mexico, U.S., which we refer
to as “Fab 11.” In accordance with the agreement, Tower is investing up to $300 million in equipment and fixed assets to be
owned by
Tower and installed and qualified for Tower processes at the Intel facility. The corridor is in the initial equipment procurement
and installation phase and is not yet qualified
for production.
The consolidated financial statements included in this annual report
include the results and balances of Tower and its following subsidiaries: (i) its wholly-owned
indirect subsidiary Tower NPB, (ii) its
majority-owned subsidiary TPSCo (iii) its wholly-owned indirect subsidiary Tower SA, and (iv) its wholly-owned subsidiary TSIT.
As used in this annual report: “Fab 1” means the factory
located in Migdal Haemek, Israel, which Tower acquired from National Semiconductor, Inc. (“National
Semiconductor”) in 1993
and operated until the first quarter of 2025. “Fab 2” means the factory located in Migdal Haemek, Israel, established by Tower
in 2003. “Fab 3”
means the factory in Newport Beach, California operated by NPB Co. “Arai E” means the factory
located in Kurihara 4-5-1, Myoko-shi, Niigata, Japan operated by TPSCo
through mid-2022. “Uozu E” means the factory located
in Higashiyama 800, Uozu-shi, Toyama, Japan operated by TPSCo. “Tonami CD” means the factory located in
Higashi-Kaihotsu 271,
Tonami-shi, Toyama, Japan operated by TPSCo. “Fab 9” means the factory located in San Antonio, Texas, operated by Tower SA.
“Fab 10” means
the factory located in Agrate, Italy, managed by ST, in which TSIT shares capacity with ST. “Fab 11”
means a 300mm Intel-owned factory located in New Mexico, U.S., to
which Tower has access under a capacity corridor agreement signed in
September 2023.
Trademarks
We have proprietary rights to trademarks used in this annual report
that are important to our business, many of which are registered under applicable intellectual
property laws. Solely for convenience,
trademarks and trade names referred to in this annual report may appear without the “®” or “™” symbols,
but such references are not
intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable
law, our rights or the rights of the applicable licensor to these
trademarks and trade names. We do not intend our use or display of other
companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement
or sponsorship of us by, any other
companies. Each trademark, trade name or service mark of any other company appearing in this annual report is the property of its
respective
holder.
TABLE OF CONTENTS
PART I
1
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
1
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
1
ITEM 3.
KEY INFORMATION
1
ITEM 4.
INFORMATION ON THE COMPANY
20
ITEM 4A.
UNRESOLVED STAFF COMMENTS
38
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
48
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
48
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
63
ITEM 8.
FINANCIAL INFORMATION
65
ITEM 9.
THE OFFER AND LISTING
66
ITEM 10.
ADDITIONAL INFORMATION
66
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
79
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
80
PART II
81
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
81
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
81
ITEM 15.
CONTROLS AND PROCEDURES
81
ITEM 16.
RESERVED
82
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
82
ITEM 16B.
CODE OF ETHICS
82
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
82
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
83
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
83
ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
83
ITEM 16G.
CORPORATE GOVERNANCE
83
ITEM 16H.
MINE SAFETY DISCLOSURE
83
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
83
ITEM 16J.
INSIDER TRADING POLICIES
84
ITEM 16K.
CYBERSECURITY
84
PART III
86
ITEM 17.
FINANCIAL STATEMENTS
86
ITEM 18.
FINANCIAL STATEMENTS
86
ITEM 19.
EXHIBITS
87
PART
I
ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM
3. KEY INFORMATION
A. [RESERVED.]
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
Our business faces many risks. Any of the risks discussed below
may have an adverse impact on our business, financial condition and operating results.
RISKS AFFECTING OUR BUSINESS
Reductions in demand for our foundry services,
which are dependent on the demand in our customers’ end markets that are typically cyclical and volatile, may adversely
affect our
future revenues, business and financial results and position.
Our customers use our wafers in a wide variety of applications,
in markets which are typically cyclical, e.g., communications market, consumer devices and
applications, personal computers, handsets,
smartphones and other types of devices. Any significant decrease in the demand for these applications, devices or products may
significantly
decrease our revenue and margins due to lower demand for our wafers and/or lower selling prices per wafer. As demonstrated in the past
by downturns in
demand in high technology markets, market conditions can change rapidly, without warning or advance notice. In such instances,
our customers may experience inventory
buildup and/or difficulties in selling their products and, in turn, may reduce or cancel orders
for wafers from us and/or ask for a reduced selling price, which may harm our
revenue, business and profitability. The timing, severity
and recovery of these downturns cannot be predicted.
Because our services may be used in many new applications, it is
difficult to accurately forecast demand for all markets. If demand is lower than expected, we may
have excess capacity and our revenue
may not be sufficient to cover all our costs and repay all our debt, which may adversely affect our financial results and financial
position.
Reliance on acquisitions and/or gaining additional
capacity for growth involves risks and uncertainties that may adversely affect our future revenues, business and
operating results.
We may decide to try to attract new customers and expand our business
with existing customers and/or enter into new markets by expanding our capacity footprint
and business, as we have done in the past, through
acquisitions of, or joint ventures with, existing facilities or establishing new facilities, or through acquiring access to
additional
capacity or capacity enhancement in advanced technologies, which may be obtained independently, through capital lease transactions or
through third-party
collaborations. Our success at such expansion is dependent, in part, on finding suitable partners and targets for
acquisitions of existing or new fabs and/or capacity through
capacity arrangements with companies that already own fabs, successfully
negotiating with the seller and/or partner a reasonable price for the acquisition or engagement,
securing financing and completing the
expansion plans, obtaining approvals for grants and subsidies, integrating the acquired facilities into our business efficiently and
effectively
achieving desired synergies and anticipated benefits, and loading the facilities with customer engagements sufficient to cover their operating
and other costs. The
activities related to production at Fab 10 and Fab 11 under the capacity corridor transaction with Intel involve
potential liabilities and numerous complex steps, including
qualification and duration thereof, developing advanced technologies, procuring
equipment necessary for production, process qualification, and facility operational ramp-up.
We cannot assure you that we will be
successful in executing this business strategy or that we will succeed in increasing our market presence and attracting new customers
and business and/or expanding our business with our current customers, in order to operate any such additional capacity profitably.
1
This strategy involves many risks, each of which may negatively
affect our profitability and financial position, including, but not limited to, the following:
•
Other foundries may bid against us to acquire potential targets. This competition may result in decreased availability of, or increased
prices for, suitable
acquisition candidates;
•
We may not be able to obtain the necessary regulatory or other approvals, and as a result, or for other reasons, we may fail to consummate
certain acquisitions;
•
Potential acquisitions and execution of an expansion plan may require the dedication of substantial management effort, time and resources
which may divert
management from our existing business operations or other strategic opportunities;
•
We may not be able to retain experienced management and skilled employees from the businesses we acquire and, if we cannot retain
such personnel, we may
not be able to attract new skilled employees and experienced management to replace them;
•
We may purchase a company with excessive unknown contingent liabilities and/or a cost structure that is not as beneficial as anticipated
from the preliminary
evaluation or that includes high cost that may result in losses incurred by us if we do not succeed in maintaining
high utilization levels to cover the cost;
•
We may not be able to obtain sufficient financing or financing on favorable terms, which could limit our ability to engage in certain
acquisitions and strategic
engagements;
•
The amount or terms of financing actually required before and after acquisitions considering our current liquidity and cash position
may vary from our
expectations, resulting in a need for more funding that may not be available to us in order to finance the acquisitions
and/or the operations of the target acquired
and/or the acquisition of additional equipment that may be required to increase and/or adjust
the target’s operations to address our customer demand and specific
technology flows; and
•
Delays or other issues may impact our ability to timely and successfully ramp up the capacity in such fabrication facilities, including
delays in the supply of
equipment and/or parts by vendors, delays in equipment installation and/or the qualification schedule, and/or
delays in technology process qualification and/or
new products’ qualifications.
We may experience difficulty achieving acceptable
operational metrics and indices in the future as a result of operational, technological or process-related problems.
The semiconductor wafer process technology is highly complex, requires
advanced and costly direct and indirect materials as well as equipment, and is constantly
being modified in an effort to improve operational
metrics and indices such as device yields, wafer performance and delivery times. Microscopic impurities such as dust and
other contaminants,
difficulties in the operational processes, defects in the key materials and tools used to process wafers and other factors can cause
wafers to be rejected as
non-functional or partially non-functional. Although we continuously enhance our process capabilities and efficiency,
from time to time we have experienced operational,
technological and process-related problems that have caused extended production time
or quality control issues. Operational issues we may face include difficulties in
upgrading or expanding existing facilities; unexpected
breakdowns in our equipment and/or related facility systems; unexpected events, such as an electricity outage;
difficulties in changing
or upgrading our process technologies; raw material shortages or impurities; delays in delivery or shortages of spare parts; and difficulties
in
maintenance and upgrade of our equipment. Should such problems occur to a material degree, we may suffer loss of income, loss of reputation
and/or a loss of customers, any
of which may adversely impact our business, revenues, financial results and financial condition.
2
Risks relating to the Fab 3 lease could harm
our business, operations and financial results.
NPB Co. operates our Fab 3 facility and its offices under a lease
contract that was initially in effect until March 2022 and included an option, at NPB Co.’s sole
discretion, to extend the lease
for an additional five-year period, which NPB Co. exercised, extending the lease through March 2027. The landlord has made claims
that NPB
Co.’s noise abatement efforts are not adequate under the terms of the amended lease, and has sought a judicial declaration
that NPB Co. has committed a material non-curable
breach of the lease and that, in accordance with the terms of the amended lease, the
landlord would be entitled to terminate the lease. NPB Co. does not agree and is disputing
these claims. In the absence of an agreement
to acquire the property or an extension of the lease agreement beyond March 2027, alternative solutions would need to be
implemented to
meet customer demand for capacity at Fab 3, including through cross qualification of process technologies at our other fabs. To that end,
we would need to
invest significant amounts to acquire process equipment tools to increase the capacity and capabilities in certain of
our other fabs, primarily Fab 2, Fab 7 and Fab 9, for
certain technologies that are currently processed by Fab 3, such as SiGe and SiPho.
Failure to complete these activities on time may materially adversely impact our overall
business, revenues and profitability, at least
until all such process equipment tools and technologies are installed and fully qualified for volume production at our other fabs.
Over-demand for our foundry services and/or
products may result in operational bottlenecks and a loss of customers and revenues, which may adversely affect our
profitability and
business.
From time to time, in periods during which demand for our foundry
services exceeds our capacity and capabilities and we experience high utilization rates in certain
of our facilities, we may (i) be unable
to fulfill customer demand in whole or in part, in a timely manner or at all; (ii) be unable to assure next generation customers’
products;
or (iii) experience operational bottlenecks, which may cause low or slow performance and/or halt operations and may adversely
affect our cycle time, yield and delivery
schedule. As a result, we could lose one or more of our current and/or potential customers,
which may adversely affect our reputation, revenues, profitability and business.
If we do not maintain and develop our technology
processes and services, we may lose customers and may be unable to attract new ones.
The semiconductor market is characterized by rapid change, including
rapid technological developments, evolving industry standards, changes in customer and end-
user requirements, frequent new product introductions
and enhancements, and short product life cycles with declining prices as products mature. Our ability to maintain our
current customer
base and attract new customers is dependent in part on our ability to continuously develop advanced specialized process technologies that
can be processed
in our fabs and purchase the appropriate equipment, and to keep pace with new technology, including artificial intelligence,
evolving standards, changing customer and end-
user requirements, new product introductions and shorter product life cycles. If we are
unable to successfully develop such process technologies and provide our services in a
timely manner or at all, or if we are unable to
purchase the appropriate equipment required for such processes and services, we may be unable to maintain our current
customer base and
may be unable to attract new customers.
3
The foundry business is highly competitive,
and our competitors may have competitive advantages over us.
Many of our competitors may have one or more of the following competitive
advantages over us: greater capacity and/or availability of same; a more diverse and
established customer base; greater financial, sales,
marketing, distribution and other resources; governmental funding or support (such as receipt of financial incentives under
the Chips
and Science Act of 2022); better cost structure; and/or better operational performance, including cycle time and yields. If we do not
compete successfully, our
business and financial results may be adversely affected.
We compete most directly in specialty segments with certain independent
dedicated foundries. We also compete with pure play advanced technology node driven
foundry service providers, as they each have some
capacity for specialty process technologies, and with integrated device manufacturers (“IDMs”) that allocate a portion of
their capacity to foundry operations. As our competitors continue to expand their capacity, there could be an increase in specialty foundry
capacity. To the extent specialty
capacity increases, there may be more competition and pricing pressure on our services, which may result
in underutilization of our capacity, decreased profit margins,
reduced earnings or increased losses.
In addition, some semiconductor companies have advanced their complementary
metal oxide semiconductor (“CMOS”) designs to smaller than 10 nanometer
process geometries. These smaller process geometries
may provide customers with performance and integration features that may be comparable to, or exceed, features
offered by our specialty
process technologies. The smaller process geometries may also be more cost-effective at higher wafer volumes for certain applications.
We are not
currently capable, and do not currently plan to become capable, of providing CMOS processes at these smaller process geometries.
If our potential or existing customers
choose to design their products in a manner whereby the percentage of digital content in specialty
designs increases significantly and requires these advanced CMOS
processes, our business may be negatively impacted.
Our financial results may fluctuate from quarter
to quarter, making it difficult to forecast our future performance.
Our revenues, expenses and operating results may fluctuate significantly
from quarter to quarter due to a number of factors which may be beyond our control. These
factors include, among others: the cyclical
nature of the semiconductor industry and the volatility of the markets served by our customers; changes in the economic conditions
of
geographical regions where our customers and their markets are located (including global recession, credit crises and/or tariffs); inventory
and supply chain management
of our customers; the loss of a key customer, not attracting new designs from key customers, postponement
of an order from a key customer or the rescheduling or
cancellation of large orders; the occurrence of accounts receivable write-offs,
failure of a key customer to pay accounts receivable in a timely manner, the financial condition
of certain of our customers and regulatory
or other tariffs or charges that may be imposed in a region in which customers reside; the occurrence of an unexpected event, such
as
environmental events, an epidemic or pandemic, industrial accidents such as fire or explosions, or electricity outage, that may affect
the manufacturing process or shipment
of quality products without charging our customers significant additional costs; the timing
and volume of orders from customers; our ability to obtain raw materials and
equipment on a timely and cost-effective basis; price erosion
in the industry and our ability to negotiate prices with our current and new customers; our susceptibility to
intellectual property rights’
disputes; our dependency on export licenses and other permits required for our operations and the sale of our services; our ability
to maintain
existing partners and customers; interest, price index and currency rate fluctuations that were not hedged; and changes in
accounting rules affecting our results.
These factors and risks make it difficult to predict our future
performance and may ultimately negatively affect our operating results and financial position.
4
If we do not maintain our current key customers,
and/or do not attract new key customers, our business and profitability may be adversely affected.
Loss or cancellation of business from, or decreases in the sales
volume or sales prices to, our significant customers, or our failure to replace lost business with new
customers, may seriously harm our
financial results, revenues and business. We have relationships with several customers that represent a material portion of our revenues.
In
2024, 13% of our revenues were generated from NTCJ, 27% of our revenues were derived from an additional four customers, each of which
generated between 3% to 11% of
our revenues, and the remaining 60% of our revenues were derived from many other smaller customers. In
2023, 14% of our revenues derived from NTCJ, and 30% of our
revenues derived from an additional four customers, each of which generated
between 3% to 9% of our revenues, and the remaining 56% of our revenues derived from many
other smaller customers. While we renegotiate
the terms of our commercial agreements from time to time with our customers, there is no assurance as to the financial impact
of any revised
terms between us and our customers or the volume of orders they may continue to place based on any revised terms. The loss or reduction
in volume or sales
price to any of our key customers, whether due to business negotiation, termination or expiration of their signed contract(s),
the lack of demand in their markets, their
insolvency or their unwillingness or inability to perform their obligations under their respective
engagements with us, or our inability to (i) renew our engagements with them
on commercially reasonable terms, (ii) fulfill their demand
and supply them with wafers with successful performance metrics, or, alternatively, (iii) attract new customers to
replace such lost business,
may materially negatively impact our overall business, revenues and profitability.
Our financial results may be adversely affected
if we are unable to operate our facilities at satisfactory utilization rates necessary to generate and maintain positive and
sustainable
gross, operating and net profits.
As is common in our industry, a large portion of our total costs
is comprised of fixed costs. Therefore, while during periods in which we operate at high utilization
rates we are able to cover our costs,
at times when the utilization rate is low, the reduced revenues may not cover all of the costs since a large portion are fixed costs which
remain constant, irrespective of our capacity utilization. In addition, our depreciation costs and capital expenditure investments, as
common in our industry, are relatively
high. Our financial results, including our gross, operating and net profits, may be adversely impacted
if customer demand for our products is not sufficient to enable us to
operate our facilities consistently at satisfactory utilization
rates necessary to generate and maintain revenue levels that would cover all of our costs. This issue may be further
exacerbated in our
new capacity lines, where we incur fixed costs upon the start of operations while the new lines gradually ramp up utilization, causing
a decrease in our
profit margins.
We may be required to obtain financing
for capacity acquisition-related transactions, strategic and/or other growth or M&A opportunities, which we may not be able to
obtain.
In order to invest in strategic opportunities in support of our
acquisition and capacity growth plans, business development activities, joint partnerships or other large
transactions to expand our capacity,
including the funding of the equipment for the factory being established by ST in Agrate, Italy, the capacity corridor being established
at
Intel’s New Mexico fab and the capital expenditure tools required to establish SiPho and SiGe capacity and capabilities in Fabs
2, 7 and 9, acquiring leased assets and/or
acquiring and/or establishing additional fabs and/or capacity through other capacity acquisition-related
transactions, we may use our current cash balance and deposits and/or
may be required to secure additional funds from financing sources,
including through public or private offerings of equity and/or debt and/or re-financing or other financing
alternatives. The timing, terms,
size and pricing of any future fundraising would be subject to the then-prevailing capital market conditions and our business and financial
situation, as well as the need to obtain certain regulatory and other consents. Further, inflation and rising interest rates across the
global economy have resulted in, and may
continue to result in, significant disruption of global financial markets, which may reduce and/or
prevent the ability to execute fundraising transactions and may result in less
favorable financial terms, such as increased financing
costs and/or higher shareholders’ dilution. There is no assurance that we will be able to obtain sufficient funding, if at
all,
from these financing sources or other sources in a timely manner (or on terms that we consider reasonable) for such purposes or that we
will obtain the required approvals
to execute fundraising activities and that such fundraising activities will be successful. If
approvals are not obtained and/or such fundraising activities are not successful, our
financial position and operations may be adversely
affected.
5
Our continued operations and our operational
performance metrics and business could be significantly harmed, including stopping operations of our fabs for certain
periods of time,
by natural disasters, particularly earthquakes, floods and fires, or due to power outages, water leaks, chemical leaks, supply chain or
other issues, which
may cause our profitability and financial position to be adversely affected.
Our fabs in Israel, Southern California and Japan are located in
areas which are generally susceptible to seismic activity. Due to the complex and delicate nature of
our technological processes, our
facilities are particularly sensitive to the effects of vibrations associated with even minor earthquakes. We cannot be certain that precautions
that any of our fabs have taken to seismically upgrade the fabs will be adequate to protect our facilities in the event of an earthquake.
Earthquakes may lead to fire in the fabs
or other material damage. Also, we use highly flammable materials such as silane and hydrogen
in our technological processes and are therefore subject to risk arising from
fire, which cannot be completely eliminated. We are also
subject to risk of floods, mostly in our Japan facilities.
Any damage resulting from earthquakes, floods, fires and other
natural disasters could seriously disrupt our continued operations, cause a loss of wafers,
deterioration of our fab yield and substantial
downtime to reset equipment before resuming operations, which could cause a material adverse effect on our business, revenue
and profits.
In addition, a power outage, even of very limited duration, and/or
water leaks, chemical leaks, shortages of parts or other materials which are required for our supply
chain, or other issues, may result
in a loss of wafers, deterioration of our fab yield, cycle time and substantial downtime to reset equipment before resuming operations,
thereby potentially causing an immediate loss of revenue and profitability in a particular period, which may cause our profitability and
financial position to be adversely
affected. Affected customers may elect to transfer their purchase orders to other foundries. While
we try to mitigate any potential damage caused by such events and maintain
insurance policies for coverage of any potential losses, including
business interruption insurance, which may compensate us partially or fully against certain types of
damages, we cannot ensure that our
insurance coverage will compensate us fully for all of the losses we may incur and that such events will not have a negative effect on
the
Company’s business and financial situation.
Possible wafer returns could harm our business.
Wafers we deliver to our customers may be returned within specified
periods if they are defective or otherwise fail to meet prior agreed upon specifications. Future
customer returns may have an adverse
effect on our business and financial results.
We are subject to risks related to our international operations.
We generate revenues from customers located in the United States,
Europe and Asia-Pacific. Because of our international operations, we are vulnerable to the
following risks:
•
JPY and NIS fluctuations against the USD – see the risk factor below entitled: “Our
exposure to currency exchange and interest rate fluctuations may impact
our costs and financial results”;
•
the burden and cost of compliance with foreign government regulation, as well as compliance with a variety of foreign laws, and the
imposition of regulatory
requirements, tariffs, import and export restrictions and other trade barriers and restrictions, including the
timing and availability of export licenses and permits;
•
general geopolitical risks, such as political and economic instability, international terrorism, potential hostilities and changes
in diplomatic and trade
relationships;
•
adverse foreign and international tax rules and regulations, such as withholding taxes deducted from amounts due to us
and not refunded to us by the tax
authorities since we are not entitled to foreign tax credit in Israel;
•
weak protection of our intellectual property rights in certain foreign countries;
•
delays in wafer shipments due to local customs restrictions;
•
laws and business practices favoring local companies;
•
difficulties in collecting accounts receivable; and
•
difficulties and costs of staffing and managing foreign operations.
The geographical distance between Israel, the United States, Japan
and the rest of Asia and Europe also creates certain logistical and communication challenges. In
addition, recently, there has been a
significant increase in the imposition of tariffs and other trade restrictions around the world. Uncertainty surrounding the length,
severity,
scope and timing of these trade actions may disrupt trade throughout the world which could result in the inability or unwillingness
of customers to purchase our products. The
escalation or broadening of these trade actions could also significantly increase our costs
or make it more difficult for us to sell our products, which could materially and
adversely affect our business. We cannot assure
you that we will be able to sufficiently mitigate all the risks related to our international operations.
6
Our financial position and operations may be affected as a result
of our long-term debt.
As of December 31, 2024, we had approximately $181 million of consolidated
principal amount of debt outstanding, comprised as follows: (1) TPSCo loans in the
total principal amount of approximately $100 million,
of which approximately $81 million carries a fixed interest rate of 2% per annum, with principal scheduled to be repaid
between 2027 and
2030 and approximately $19.0 million carries a fixed interest rate of 1.95% per annum, with principal scheduled to be repaid in 2025;
(2) Tower’s
subsidiaries’ capital lease agreements for machinery and equipment with JA Mitsui Leasing, with aggregate outstanding
lease liabilities of approximately $45 million,
carrying a fixed interest rate of up to 1.95% per annum, payable between 2025 and 2028;
and (3) Tower and its subsidiaries’ other capital and operating leases, with aggregate
outstanding lease liabilities of approximately
$36 million, payable between 2025 and 2032. Carrying such an amount of long-term debt may have negative consequences on
our business,
including:
•
limiting our ability to fulfill our debt obligations and other liabilities;
•
requiring the use of a portion of our cash to service our indebtedness rather than investing our cash to fund our strategic growth
opportunities and plans, working
capital and capital expenditures;
•
increasing our vulnerability to adverse economic and industry conditions;
•
limiting our ability to obtain additional financing;
•
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete;
•
placing us at a competitive disadvantage with respect to less leveraged competitors and competitors that have better access to capital
resources;
•
volatility in our non-cash financing expenses due to increases in the fair value of our debt obligations;
•
fluctuations of the payable amounts in USD of the JPY-denominated loans and capital lease agreements or other expenses denominated
in JPY; and
•
potential enforcement by the lenders of their liens against our respective assets, as applicable, if an event of default occurs.
In order to service our debt, the applicable interest it carries
and other liabilities and obligations and/or improve its terms and conditions and/or invest in strategic
opportunities for growth and/or
business development activities, in addition to our cash on hand and expected cash flow generation from operating activities, we may decide
to obtain funds from additional sources including debt vehicles and/or re-financing, sale of new securities, sale of intellectual property
and/or intellectual property licensing,
as well as additional financing alternatives. However, there is no assurance that we will be able
to obtain sufficient funding, if at all, from the financing sources detailed above
or other sources in a timely manner (or on commercially
reasonable terms) in order to allow us to fund our growth plans and/or cover, in a timely manner, all our costs,
capital expenditure investments
and all of our scheduled debt detailed above, liabilities and obligations, which may adversely affect our financial position and operations.
7
If we are unable to manage fluctuations in
cash flow, our business and financial position may be adversely affected.
Our working capital requirements and cash flows are subject to
quarterly and yearly fluctuations, depending on a number of factors. If we are unable to manage
fluctuations in cash flow, our business,
operating results and financial condition may be materially adversely affected. Factors which may lead us to suffer cash flow
fluctuations
include:
•
fluctuations in the level of revenues from our operating activities;
•
fluctuations in the collection of receivables;
•
timing and size of payables;
•
the timing and size of capital expenditure;
•
the net impact of JPY/ USD fluctuations on our JPY income and JPY cost;
•
the repayment schedules of our debt obligations;
•
our ability to fulfill our obligations and meet performance milestones under our agreements;
•
fluctuations in the USD to NIS and USD to Euro exchange rates; and
•
the inflation rates in Israel, Japan, Italy and the United States.
8
Changes in our effective tax rate may impact
our net income and increase our tax payments.
A number of factors can impact our future effective tax rate or
tax payments, which could cause fluctuation in our net margins and our financial results, including:
•
changes in the volume and mix of profits earned across jurisdictions with varying tax rates;
•
changes in our business or legal entity operating model;
•
the resolution of issues, including transfer pricing implementation, arising from tax audits;
•
changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
•
increases in expenses not deductible for tax purposes or deductible over a longer period of time than expected, or changes in available
tax credits, including
research and development credits;
•
changes in income tax codes or foreign tax laws or their interpretation;
•
changes, reduction, cancellation or discontinuation of the tax benefits provided to a “Preferred Enterprise” and its
applicability to Tower’s income under the
Israeli Law for the Encouragement of Capital Investments, 5719-1959 (the “Investment
Law”) (see “Item 10. Additional Information—E. Taxation—Israeli
Taxation—Law for the Encouragement of Capital
Investments, 5719-1959”); and
•
Adoption and implementation of a global minimum corporate tax rate under Pillar Two of the Organization for Economic Cooperation
and Development
(“OECD”) Base Erosion and Profit Shifting (“BEPS”) by any of the jurisdictions in which Company
operates, without suspension or changes or inability to
apply the safe harbor conditions, could cause an increase in the effective income
tax rate of the Company to a minimum of 15%.
Our business could suffer if we are unable to retain and recruit
qualified personnel.
We depend on the continued services of our senior executive officers,
senior managers and skilled technical and other personnel, and there is intense competition for
the services of these personnel in the
semiconductor industry. Our business could suffer if we lose the services of some of these senior executives and key personnel due to
resignation, medical absence, illness or other reasons, and cannot find, hire and integrate adequate replacement senior executives and
key personnel in a timely manner.
We do not typically operate with any significant
backlog, which makes it difficult for us to forecast our revenues and margins in future periods.
Our customers generally do not place purchase orders far in advance,
partly due to the cyclical nature of the semiconductor industry. Since our expense levels are
based in part on our expectations of future
revenues, we may be unable to adjust costs in a timely manner to compensate for revenue shortfalls caused by cancellations,
rescheduling
of orders or lower actual orders than quantities forecasted. Rescheduling may relate to quantities or delivery dates, and, sometimes,
to the specifications of the
products we are shipping. Consequently, we cannot be certain that orders on backlog will be shipped when
expected or at all.
We expect that, in the future, our revenues in any quarter will
continue to be substantially dependent upon purchase orders received in the immediately preceding
quarter or two. We cannot assure you
that any of our customers will continue to place orders with us in the future at the same levels as in prior periods. For these reasons,
our
backlog at any given date may not be a reliable indicator of our future revenues and, as a result, revenue and margins’ forecasts,
targets and guidance that we provide from
time to time, may fall short of expectations.
9
We may be left with excess inventory because
we may start processing wafers in the absence of a matching purchase order.
While our business model is to start processing wafers in an amount
matching each customer’s specific purchase order, on occasion, we may start processing wafers
in excess of a customer’s orders
based on forecasted customer demand, because we may forecast future excess demand or because of future capacity constraints. If such
wafers
will eventually not be covered by matching customer purchase orders, we may be left with excess inventory that may ultimately become obsolete
and must be
scrapped or sold at a significant discount. Significant amounts of obsolete inventory may have a negative impact on our financial
results.
Our sales cycles are typically long, and orders
ultimately received may not meet our expectations, which may adversely affect our operating results.
Our sales cycles, which we measure from first contact with a customer
to first shipment of wafers ordered, vary substantially, and may last longer than two years,
particularly for new technologies. In addition,
even after we make initial shipments of prototypes, it may take several more months to reach the targeted maximum quantities.
As a result
of these long sales cycles, we may be required to invest substantial time and incur significant expenses before receiving any purchase
orders and related revenue.
If orders ultimately received are significantly lower than our expectations, we will have excess capacity
that we may not be able to fill within a short period of time, resulting
in lower utilization of our facilities. In addition to the revenue
loss, we may be unable to adjust our costs in a timely manner to align with the lower revenue, since a large
portion of our cost is fixed
cost, which remains constant irrespective of the number of wafers, which may adversely affect our operating results and financial condition.
If we are unable to purchase equipment and/or
raw materials and other supplies, or there are delays in the delivery thereof, we may face delays or a temporary halt in
operations or
other problems. If we must purchase raw materials beyond our needs as required under committed vendor contracts, we may need to amortize
or write such
purchases off, which may adversely impact our financial results.
In periods of high market demand, the lead times from order to
delivery of equipment could be as long as 12 to 18 months. We also procure used equipment, which
can take a long time to qualify, potentially
causing delays in our operations. There may be delays in the delivery of equipment and/or raw materials and other supplies to us,
which
in turn may harm our capacity increase plans and/or utilization, qualification and cause delays or a halt in operations. In addition,
our processes use many raw
materials, including silicon wafers, chemicals, gases and various metals as well as other supplies and require
large amounts of fresh water and electricity. Shortages in
supplies of equipment, raw materials and other supplies could occur for various
reasons, including an interruption of supply due to an epidemic, pandemic, war or security
situation, increased industry demand or a dispute
with a supplier. Any such shortage or delay in delivery could result in operational delays that may result in a loss of existing
and/or
potential new customers and/or a halt of operations, which may have a material adverse effect on our business and financial results.
In addition, although most of the raw materials used in our processes
are available from multiple suppliers, certain materials are purchased through sole-sourced
vendors under pre-committed volume contracts
for specified pre-defined quantities that must be purchased on a monthly, quarterly or annual basis. If such predefined
quantities are
not required for our operations at any given time, this may result in excess payment and/or expenses write-off in the financial statements
which may adversely
impact our financial results.
10
If we are unable to successfully identify and
negotiate with third-party buyers for the sale of any excess and/or unused equipment, inventory and/or other assets,
including as a result
of cessation of operations in any of our fabs, our financial results may be harmed.
From time to time, we may decide to cease operations at a certain
facility or discontinue developing certain technology flows due to factors such as changes in
company strategy, low margins, low utilization
or low customer demand. This may result in unused equipment, inventory and/or other assets that are no longer required to
support
our customers’ needs, which may be sold to third-party buyers. We also have obsolete equipment or inventory from time to time that
we may sell, such as from Fab 1
with lower margin legacy 150mm flows that were discontinued, some of which were consolidated into Fab
2 in order to streamline our production processes and enhance our
overall efficiency. If we are unable to successfully identify and negotiate
with potential buyers and sell excess equipment in a timely manner for satisfactory consideration, we
may incur losses and additional
liabilities and contingencies, which may have a negative effect on our financial results.
Our exposure to currency exchange and interest
rate fluctuations may impact our costs and financial results.
We currently operate our fabs in four different regions: the United
States, Japan, Israel and Italy. The functional currency of our entities in the United States, Israel
and Italy is the USD. The functional
currency of our operations in Japan is the JPY. Our expenses and costs are denominated mainly in USD, JPY, NIS and Euro. Our
revenues
are denominated mainly in USD and JPY. Our cash from operations, investing and financing activities are denominated mainly in USD, JPY
NIS and Euro. We are,
therefore, exposed to the risk of currency exchange rate fluctuations in Japan, Israel and Italy, which may have
a material effect on our cost and financial results due to
periodic evaluation or revaluation of assets, liabilities, cost and income,
in these currencies.
The majority of TPSCo’s revenues are denominated in JPY and
the majority of its expenses are in JPY, which reduces the net exposure to fluctuations of the USD /
JPY exchange rate on TPSCo’s
gross, operating and net profits as the impact on the revenues is offset to a large extent by the impact on the expenses. In order to
mitigate a
portion of the net exposure to the USD / JPY exchange rate over the profit margins, we have entered into hedging transactions
which partially hedge our exposure to the
currencies’ fluctuation to contain such fluctuation within a pre-defined fixed range.
The cost of our operations in Israel in USD is influenced by changes
in the USD-to-NIS exchange rate, with respect to expenses and costs that are denominated in
NIS. Appreciation of the NIS may increase
the costs of the Israeli facility in USD, such as utilities, taxes and labor costs that are denominated in NIS, which may lead to
erosion
of profit margins. We use foreign currency cylinder and forward transactions to hedge a portion of this currency exposure and maintain
it within a pre-defined fixed
range.
We depend on intellectual property to succeed
in our business, including intellectual property owned by us as well as intellectual property of third parties.
We depend on intellectual property in order to provide certain
foundry services and design support to our customers. The process of applying for patents to obtain
patent protection may take a long
time. We cannot assure you that patents will be issued for pending or future applications or that, if patents are issued, they will not
be
challenged, invalidated or circumvented or that the rights granted under the patents will provide us with meaningful protection or
any commercial advantage. In addition, we
cannot assure you that other countries in which we market our services and products will respect
our intellectual property rights to the same extent as the United States. We
cannot assure you that we will, at all times, be able to
enforce our patents or other intellectual property rights, and it may be difficult for us to protect our intellectual property
from misuse
or infringement by other companies. Further, we cannot assure you that courts will uphold our intellectual property rights or enforce
the contractual
arrangements that we have entered into to protect our proprietary technology, which may reduce our opportunities to generate
revenues. In the event that we are unable to
enforce our intellectual property rights, our business may be harmed.
11
We may also be a party to infringement claims in the future. In
the event any third party were to assert infringement claims against us or our customers, we may have
to consider alternatives including,
but not limited to:
•
attempting to negotiate cross-license agreements, which we might not succeed in negotiating or consummating;
•
acquiring licenses to the allegedly infringed patents, which may not be available on commercially reasonable terms, if at all;
•
discontinuing use of certain process technologies, architectures, or designs, which could cause us to halt a portion of our operations
if we are unable to design
around the allegedly infringed patents;
•
litigating the matter in court, which may result in substantial legal fees and paying substantial monetary damages in the event we
lose; or
•
developing non-infringing technologies, which may be costly or may not be feasible.
Any one or several of these alternatives may place substantial
financial and other burdens on us and hinder our business. If we fail to obtain certain licenses or if we
are involved in litigation relating
to alleged patent infringement or other intellectual property matters, it may halt our operations with regards to particular product
technologies,
which may adversely impact our business and revenues.
From time to time, we are a party to litigation that may require
management time and effort.
From time to time, we are a party to litigation incidental to the
conduct of our ongoing business, including class actions, disputes with customers, suppliers,
employees, landlords, or other third parties.
Litigation requires a certain amount of management time and effort which may adversely affect our business by diverting
management focus
from business needs.
In addition, our ability to compete successfully depends in part
on our ability to operate without infringing on the proprietary rights of others and defending our
intellectual property rights. Because
of the complexity of the technologies used and the multitude of patents, copyrights and other overlapping intellectual property rights,
it is
often difficult for semiconductor companies to determine infringement. Therefore, the semiconductor industry is characterized by
frequent litigation regarding patent, trade
secret and other intellectual property rights. We have been subject to intellectual property
claims from time to time, some of which have been resolved through license
agreements, the terms of which have not had a material effect
on our business.
We could be harmed by failure to comply with environmental regulations.
Our business is subject to a variety of laws and governmental regulations
in Israel, the United States, Japan and Italy relating to the use, storage, discharge and
disposal of toxic or otherwise hazardous materials
used in our factories. If we fail to use, store, discharge or dispose of hazardous materials appropriately in accordance with
applicable
environmental laws or regulations, or if such laws change in the future, we may be subject to substantial liability or may be required
to suspend or significantly
modify our operations, which may adversely impact our business and revenues.
12
Our business strategy is premised on the increasing
use of outsourced foundry services on specialty process technologies, which may change in the future.
We operate as an independent semiconductor foundry focused primarily
on specialty process technologies. Our business model assumes that demand for these
processes within the semiconductor industry, both
by fabless semiconductor companies and IDMs, will grow and follow the broader trend towards outsourcing foundry
operations. If our assumption
does not prove applicable, our business and financial results may be adversely impacted.
If we are unable to collaborate successfully
with design automation vendors and third-party design service companies to meet our customers’ design needs, our business
may be
harmed.
We have established relationships with design automation vendors
and third-party design service companies to develop complete design kits that our customers can
use to meet their design needs using our
process technologies. Our ability to meet our customers’ design needs successfully, including their schedule and budget
requirements,
depends in part on the availability and quality of the relevant services, tools and intellectual property provided by these vendors and
providers. Difficulties or
delays in these areas may adversely affect our ability to meet our customers’ needs, thereby potentially
harming our business. In addition, with respect to third party
intellectual property that is required for our technology development and
operations, if problems or delays arise with respect to the timely development, quality and provision
thereof to us, our customers’
products may be delayed, resulting in underutilization of our capacity. If any of our intellectual property vendors goes out of business,
liquidates,
merges with, or is acquired by, another company that discontinues the vendor’s previous line of business, or if we fail
to maintain or acquire licenses to such intellectual
property for any other reason, our business may be adversely affected.
Compliance with existing or future governmental
export regulations may reduce our sales or increase our operational costs.
The export of wafers from our foundries to the destinations requested
by our customers may be subject to U.S., Israeli, Italian and/or Japanese export control and
other regulations established by other countries.
Compliance with existing or evolving U.S., Israeli, Italian, Japanese or other applicable governmental regulations or
obtaining timely
domestic or foreign regulatory approvals or certificates may materially disrupt our business such as by reducing our sales or requiring
extensive
modifications to processes that we use, which could increase our operational costs or require extensive modifications to our
customers’ products. We may not export products
using or incorporating controlled technology without obtaining an export license,
which may not always be granted. Similarly, we may be required to obtain export licenses
for equipment we may seek to sell, and such licenses
may not be granted in a timely manner or at all. These restrictions may make foreign competitors who are subject to less
stringent controls
on the export of their products more competitive in the global market. In addition, within our compliance procedures and export control
assessments, we
use certain software tools to flag sanctioned entities and require our customers to complete certain forms to provide
required information. If such information is provided
inaccurately or insufficiently, we may unknowingly violate applicable regulations,
which could expose us to fines, penalties, or restrictions on our export activities.
If certain of our wafers are defective, we
may be subject to end customers’ product liability claims or other claims which could damage our reputation and harm our
business.
If our wafers are defective, we may be subject to product liability
claims, as well as possible recall requests, safety alerts or advisory notices, despite our customary
terms and conditions stating that
we have no such liability for any such failures that may be caused to the end users. We cannot assure you that our terms and conditions
will
not prevent end users or other customers from filing charges against us or seeking damages from us or that our insurance policies
will compensate us fully for claims that may
be made against us. In addition, we may be unable to obtain insurance in the future at satisfactory
rates, with adequate coverage, or at all. Product liability claims or product
recalls in the future, regardless of their ultimate outcome,
may have a material adverse effect on our business, reputation, financial condition and our ability to attract and
retain customers.
13
A workforce that is unionized may have an adverse
impact on our costs, may disrupt our operations by potential work stoppages, strikes or other collective actions and
adversely affect
our operational and financial results.
Significant portions of the employees at Fab 3 and at TPSCo’s
fabs in Japan are represented by unions and covered by collective bargaining agreements. We cannot
predict the effect that union representation
or future organizational activities will have on our operational cost and business. We cannot assure you that our fabs will not
experience
a material work stoppage, strike or other collective action in the future, or incur increased costs in connection with the renewal
of such bargaining agreements or
other potential union activities, which may disrupt our fabs’ continued operations, its costs,
operational performance metrics, and our operational and financial results. In
addition, there have been attempts, including recently,
by the General Federation of Labor in Israel (“Histadrut”) to organize and establish a representative labor union for our
Israeli employees. Under Israeli law, establishing a representative labor union requires that at least one-third of the Israeli employees
join the Histadrut and in such case, all
employees would be liable to pay its membership fees. While the Histadrut’s attempts
have not succeeded to date, if a representative labor union would be established in the
future, we would need to conduct negotiations
with the representative labor union and the Histadrut with regards to the terms of employment and benefits of the employees,
which could
result in the incurrence of additional labor costs and/or work stoppages, which in turn could adversely affect our business and financial
results.
Climate change may negatively affect our business.
There is significant concern regarding climate change and its potential
dramatic effects on human activity if no aggressive remediation steps are taken. Legislative
developments with respect to reductions in
greenhouse gas emissions may result in increased energy, transportation and raw material costs. Scientific examination of, political
attention
to, and rules and regulations on, issues surrounding the existence and extent of climate change may result in increased operational costs
due to increase in the prices
of energy and introduction of energy or carbon tax. A variety of regulatory developments have been introduced
that focus on restricting or managing emissions of carbon
dioxide, methane, tetrafluoromethane (CF4), hexafluoroethane (C2F6), octafluororopane
(C3F8), octafluorobutane (c-C4F8), suflur hexafluoride (SF6), nitrogen trifluoride
(NF3), trifluoromethane (CHF3) and other greenhouse
gases. Enterprises may need to purchase new equipment at higher costs or raw materials with lower carbon footprints.
In addition, there
are restrictions and limited quota imposed by the Israeli government that restricts the import of certain of such materials and we may
be unable to obtain all
material required for our operations. These developments and further legislation that is likely to be enacted,
such as changes in environmental regulations on the use of per
fluorinated compounds, may increase our operational costs, which may adversely
affect our results of operation and financial condition.
Compliance with U.S. rules and regulations concerning conflict minerals
may affect our ability or the ability of our suppliers to purchase raw materials at an effective
cost and may adversely affect our business.
Our industry relies on raw materials that consist of, contain or
incorporate certain minerals sourced from the Democratic Republic of Congo (“DRC”) or adjoining
countries that are subject
to regulation. These minerals are commonly referred to as conflict minerals. Conflict minerals that may be used by our suppliers include
Columbite-
tantalite (derivative of tantalum [Ta]), Cassiterite (derivative of tin [Sn]), gold [Au], Wolframite (derivative of tungsten
[W]), and Cobalt [Co]. We are currently subject to the
requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010 that require due diligence and disclosure as to whether our products
contain conflict minerals. Any changes concerning the
use of conflict minerals could adversely affect the sourcing, availability and pricing of the materials used in the
manufacturing process
of our products. In addition, we will likely incur additional costs to comply with any new conflict minerals rules, including costs related
to potential
additional disclosure requirements and conducting additional diligence procedures to provide additional information with
respect to the sources of conflict minerals that may
be used in, or necessary to the production of, our products and, if applicable,
potentially making changes to our products, processes or sources of supply as a consequence of
such verification activities. It is also
possible that we may face reputational harm and/or may lose customers if we determine that certain of our products, processes or sources
of supply use certain materials from countries directly or indirectly financing or benefitting armed groups, that would require us to
ensure that such source responsibly
sources minerals in conformance with applicable standards or change the source of supply, which may
adversely impact our revenue and business.
14
Security, cyber and privacy breaches may harm our business and operations.
Any security breach, including those resulting from a cybersecurity
attack or any unauthorized access, unauthorized usage, virus or similar breach or disruption
could result in the loss of confidential
information, damage to our fab operations, damage to our reputation, early termination of our contracts, litigation, regulatory
investigations
or other liabilities. If our security measures are breached as a result of third‑party action, employee error, malfeasance or otherwise
and, as a result, someone
obtains unauthorized access to our, our customers’, our employees’ or any other third party’s
confidential information, our reputation may be damaged, we may face potential
disruption and loss, especially due to the possible substantial
damage if operations cannot be quickly restored, our business may suffer, and we could incur significant
liability.
The risk of a security breach or disruption, particularly through
cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments and cyber
terrorists, has generally increased as
the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Techniques used to
obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target.
As a result, we may be unable to
anticipate these techniques or to implement adequate preventative measures. Although we have invested
in measures to reduce these risks, we cannot assure you that these
measures will be successful in preventing compromise and/or disruption
of our information technology systems and related data. If an actual or perceived material security
breach occurs, the market’s
perception of our security measures may be harmed and we could lose sales and customers as well as incur operational damage to our equipment
and/or products.
Environmental, social, and governance (“ESG”)
initiatives could increase our costs or negatively impact our reputation, which may adversely impact our public image,
operations, business
and/or financial condition.
There has been varying focus across industries on companies’
ESG and sustainability practices. Expectations regarding voluntary ESG initiatives and disclosures
and consumer demand for alternative
forms of energy, which are continuing to evolve, may result in increased costs (including but not limited to increased costs related to
compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure
obligations, or other adverse
impact to our business, financial condition or results of operations.
While we engage in voluntary initiatives (such as disclosures,
certifications, and improvement goals, among others) to increase our company’s contribution to
society and our environment, such
initiatives may be costly and may not generate the desired impact. Actions that we may take or statements that we may make based on
expectations,
assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or subject
to other
interpretations. Our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be
requested to adjust or improve certain ESG
initiatives and/or disclosures.
Certain market participants, including major institutional investors
and capital providers, have used third-party benchmarks and scores to assess companies’ ESG
profiles in making investment or voting
decisions. Unfavorable ESG ratings could lead to negative investor sentiment towards us or our industry, which could negatively
impact
our share price as well as our access to and cost of capital. ESG-related regulation may also result in increased compliance costs or
scrutiny. There can be no certainty
that we will successfully navigate or manage ESG issues or that we will successfully meet investors
or others’ expectations. Any failure, or perceived failure, by us in this
regard could have a material adverse effect on our reputation
with customers, employees, other third parties and the communities and industries in which we operate, as well
as on our business, share
price, financial condition, access to capital or results of operations.
15
RISKS RELATED TO OUR SECURITIES
Fluctuations in the market price of our traded
securities may significantly affect our ability to raise new capital.
The capital markets, in general, have experienced volatility that
often has been unrelated to the operating performance of the traded companies. The share price of
many companies in the semiconductor
industry has experienced wide fluctuations, which has often been unrelated to the operating performance of such companies. These
broad
market and industry fluctuations may adversely affect the market price of our securities, regardless of our actual operating performance.
In addition, it is possible that our operating results may differ
from the expectations of public market analysts and investors, which may adversely affect the price of
our securities. Adverse impact
to the market price of our securities may negatively impact our ability to raise new capital in order to finance our growth plans, obligations
and
liabilities and/or re-finance our debt, and/or may cause us to receive less favorable terms than expected to the extent we will decide
to raise any capital.
We are a foreign private issuer and, as a result,
the public reporting and disclosure rules to which we are subject, and the corporate governance practices that we are
permitted to follow,
may provide less protection to our investors than is accorded to investors under rules applicable to domestic U.S. issuers.
We report under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) as a foreign private issuer, which means we are exempt from certain
provisions of the Exchange Act that
are applicable to U.S. public companies, including the proxy rules and the rules requiring the filing with the U.S. Securities and
Exchange
Commission (“SEC”) of quarterly reports on Form 10-Q and current reports on Form 8-K. We furnish and intend to continue furnishing
information regarding our
quarterly financial results to the SEC on Form 6-K for so long as we are subject to the reporting requirements
of Section 13(g) or 15(d) of the Exchange Act, although the
information we furnish may not be the same as the information that is required
in quarterly reports on Form 10-Q for U.S. domestic issuers. In addition, foreign private
issuers are not required to file their annual
report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are
required
to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated
filers are required to file
their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers
are also exempt from Regulation FD (Fair Disclosure), aimed at
preventing issuers from making selective disclosures of material information,
and are not subject to Section 16, which requires an issuer’s directors and executive officers to
file reports with the SEC regarding
their trading activity in the issuer’s securities within two business days of the transaction. Also, as a foreign private issuer,
we are
permitted to follow certain home country corporate governance practices instead of those otherwise required under the Listing Rules
of the Nasdaq Stock Market for domestic
U.S. issuers, provided that we disclose the requirements we are not following and describe the
home country practices we are following (see “Item 16G Corporate
Governance”). The public reporting and disclosure rules to
which we are subject under the Exchange Act, and the corporate governance practices that we are permitted to
follow, may provide less
protection to our investors than is accorded to investors under rules applicable to domestic U.S. issuers.
16
We do not expect to pay dividends in the foreseeable future.
We currently intend to use our future cash and earnings, along
with our existing cash balance and deposits, to finance our growth and acquisition strategy, as well as
capacity growth, our ongoing operations
and our other business and operational needs, including the buildout of the Agrate facility, the $350 million capital expenditure
required
to support our SiPho and SiGe capability and capacity growth in Fabs 2, 7 and 9, and the planned investment of up to $300 million for
equipment to be located in
Intel’s Fab 11. Therefore, we do not anticipate paying dividends in the foreseeable future. We may, however,
use our existing cash balance and/or future cash earnings to
execute share repurchases. Our board of directors has sole discretion whether
to pay dividends or adopt a share repurchase program. If our board of directors decides in the
future to pay dividends or adopt a share
repurchase program, the form, timing, frequency and amount will depend on several factors, including our future growth and
acquisition
strategy, our capacity growth plans, future operations and earnings, capital requirements and surplus, general financial condition, contractual
and legal restrictions,
the trading price of our ordinary shares and other factors that our directors may deem relevant. The Israeli Companies
Law, 1999 (the “Companies Law”) and regulations
thereunder impose conditions on our ability to declare and pay dividends and/or
execute share repurchases. Payment of dividends and share repurchases may also be subject
to Israeli withholding taxes. See Exhibit
2.1 “Description of Securities—Dividend and Liquidation Rights” and “Item 10. Additional Information—E.
Taxation—Israeli
Taxation” for more information. Therefore, if you consider investing in our ordinary shares, you should not
rely on future dividend income and/or share repurchases, and any
gains from the investment will likely depend on the price performance
of our traded ordinary shares, which may not be favorable.
RISKS RELATED TO OUR OPERATIONS IN ISRAEL
Political,
economic and military instability in Israel and the Middle East region may harm our business.
Our Fab 2 facility, our design center and certain of our corporate
and sales offices are located in Israel. In addition, most our officers and directors are residents of
Israel. Accordingly, political,
economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the
State of
Israel in 1948, Israel has been subject to armed conflicts with neighboring countries, as well as terrorist activities, with
varying levels of severity.
Due to Israel’s current war against Hamas and the attacks
against Israel by Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through
proxies like the Houthi movement
in Yemen and Iranian proxies in Iraq, military activity and hostilities continue to exist at varying levels of intensity and the situation
in
Israel and the region remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist
organizations and possibly other countries.
17
Since the war and hostilities began on October 7, 2023, several
hundred thousand Israeli military reservists were drafted. While we have not been materially
adversely impacted to date by any absences
of our personnel, the absence of a significant number of our employees (including key employees) related to their, or their
spouse’s,
active military reserve duty, which may be for extended periods of time, could disrupt our operations and materially and adversely affect
our Israeli operations, as
well as our business and results of operations.
We have not been materially adversely impacted by Israel’s
current war to date, and have robust business continuity procedures in place, including multi-site
qualification of certain process flows
and information technology safeguards. However, the intensity and duration of Israel’s current war is difficult to predict at this
stage, as
are such war’s implications on our business and operations in Israel and on Israel’s economy in general. These events
could lead to increased costs, risks to employee safety,
and challenges to business continuity, potentially resulting in financial losses.
Our property and business interruption insurance may not adequately
compensate us for losses that we may incur, and any losses or damages incurred by us may
have a material adverse effect on our business.
Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks
or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate
us fully for all damages incurred.
The continuation of the war has also led to a deterioration of
certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by
rating agencies such
as by Moody’s, S&P Global, and Fitch.
The global perception of Israel and Israeli companies, influenced
by actions by international judicial bodies, may lead to increased sanctions and other negative
measures against Israel and Israeli companies.
There is also a growing movement among countries, activists, and organizations to boycott Israeli goods and services or restrict
doing
business with Israel and Israeli companies. These restrictions may materially limit our ability to obtain raw materials from these countries
or sell our products to
companies in these countries. In addition, the political and security situation in Israel may result in parties
with whom we have agreements claiming that they are not
obligated to perform their commitments under those agreements pursuant to force
majeure provisions. In addition, there may also be protests against, or sanctions imposed
on, the State of Israel which may adversely
impact our business. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading
partners
may adversely affect our operations and make it more difficult for us to do business and raise capital and adversely affect the share
price of publicly traded
companies having operations in Israel, such as us.
Finally, political conditions within Israel may affect our operations.
Since 2023, the Israeli government has been pursuing extensive changes to Israel’s judicial
system, which has sparked extensive
political debate and unrest. In response to the foregoing developments, certain individuals, organizations, and institutions, both
within
and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in
Israel. Such proposed changes may also
lead to political instability and/or civil unrest. Actual or perceived political instability in
Israel or any negative changes in the political environment, may adversely affect the
Israeli economy and, in turn, our business, financial
condition and results of operations.
If the exemption allowing
us to operate our Israeli factories seven days a week or our business license is not renewed, our business may be adversely affected.
We operate our Israeli factories seven days a week pursuant to
an exemption (which we need to timely renew) from the law that requires businesses in Israel to be
closed from sundown on Friday through
sundown on Saturday. In addition, our business license certificate issued by municipality of Migdal Ha’emek, Israel is required
to be
renewed periodically. If such exemption or our business license are not renewed in the future, our financial results and business
may be harmed.
18
It may be difficult to enforce a U.S. judgment
against us, our officers and directors or to assert U.S. securities law claims in Israel or serve process on our non-
U.S. resident officers
and directors.
Tower is incorporated in Israel and most of its executive officers
and directors are not residents of the United States (excluding the employees of its U.S.
subsidiaries), and a majority of its assets
(excluding its U.S. subsidiaries and their assets) and the assets of its non-U.S. resident directors and officers are located outside
the
United States. Service of process upon us and/or our non-U.S. resident directors and/or officers may be difficult to obtain within
the United States. Additionally, a judgment
obtained in the United States against Tower and/or any of our non-U.S. executive officers
and/or directors, including one based on the civil liability provisions of the U.S.
federal securities laws, may not be collectible in
the United States (except to the extent that it relates to Tower’s U.S. subsidiaries, its assets or employees). Additionally,
Israeli
courts might not enforce judgments obtained in the United States against us or our non-U.S. directors and executive officers, which may
make it difficult to collect on
judgments rendered against us or our non-U.S. officers and directors. In addition, it may be difficult
to assert claims under U.S. securities laws or obtain a judgment based on
civil liability provisions under U.S. federal securities laws
claimed in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged
violation of U.S. securities
laws against us or our non-U.S. officers or directors on the grounds that Israel may not be the most appropriate forum to bring such a
claim. In
addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable
to the claim. If U.S. law is found to be applicable, the
content of applicable U.S. law must be proved as a fact, which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law.
There is little binding case law in Israel addressing
the matters described above.
Provisions of Israeli law
may delay, prevent or otherwise impede a merger with, or an acquisition of, all or a significant portion of our shares or assets, which
may delay or prevent a change of control, even when the terms of such a transaction are favorable to us and/or our shareholders.
Provisions of Israeli law could have the effect of delaying or
preventing a change in control and may make it more difficult for a third-party to acquire all or a
significant portion of our shares
or assets, even if doing so would be considered to be beneficial by some of our shareholders. Among other things, Israeli corporate law
regulates mergers, requires tender offers for acquisitions of shares of a public company above specified thresholds, requires special
approvals for transactions involving
directors, officers or significant shareholders and regulates other matters that may be relevant
to such types of transactions. Furthermore, Israeli tax considerations may make
potential transactions unappealing to Tower or to its
shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli
tax. For example,
with respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfilment
of numerous
conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions
of shares of the participating companies are
restricted. Moreover, with respect to certain share swap transactions, the tax deferral is
limited in time, and when such time expires, the tax becomes payable, even if no
actual disposition of the shares has occurred.
19
The rights and responsibilities
of our shareholders will be governed by Israeli law which differs in some material respects from the rights and responsibilities
of
shareholders of U.S. corporations.
The rights and responsibilities of the holders of our ordinary
shares are governed by our articles of association and by Israeli law. These rights and responsibilities
differ in some material respects
from the rights and responsibilities of shareholders in typical U.S. registered corporations. In particular, a shareholder of an Israeli
company
has certain duties to act in good faith and in a customary manner in exercising his or her or its rights and fulfilling his or
her or its obligations towards the company and other
shareholders and to refrain from abusing its power in the company, including, among
other things, in voting at the general meeting of shareholders on amendments to a
company’s articles of association, increases in
a company's authorized share capital, and mergers and certain transactions requiring shareholders’ approval under the
Companies
Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine
the outcome of a
shareholder vote or who has the power to appoint or prevent the appointment of a director or officer of the company or
has other powers toward the company has a duty of
fairness toward the company. However, Israeli law does not define the substance of this
duty of fairness. There is little case law available to assist in understanding the
implications of these provisions that govern shareholder
behavior. These provisions may be interpreted to impose additional obligations and liabilities on holders of our
ordinary shares that
are not typically imposed on shareholders of U.S. corporations.
ITEM
4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
We are a pure-play independent specialty foundry, and as such we
are dedicated to providing high-value, high-quality, processed wafers to our customers for their
end products and end users. Our foundry
processes use chemical materials, chemical processes and other materials and equipment on silicon wafers, based on the design
specifications
of our customers. As a pure-play foundry, we do not offer products of our own. We currently offer process technology geometries
of 0.35, 0.18, 0.16 and 0.13 -
micron on 200-mm wafers and 65 nanometer on 300-mm wafers. We also provide design support and complementary
technical services. Our customers and/or our
customers’ customers use our wafers in their end products, which are sold and/or used
in diverse markets, including consumer applications, personal computers,
communications, handsets and smartphones, automotive, industrial,
aerospace and medical devices.
We are focused on establishing leading market share in high-growth
specialized markets by providing our customers with high-value, high quality, wafer foundry
services. We use standard analog CMOS process
technology, as well as specialized specific technologies including CMOS image sensors, non-imaging sensors, micro-
electromechanical systems
(MEMS), wireless antenna switch Silicon-on-Insulator (SOI), mixed-signal, radio frequency CMOS (RFCMOS), bipolar CMOS (BiCMOS), and
silicon-germanium
BiCMOS (SiGe BiCMOS or SiGe), silicon photonics, including silicon and advanced low-loss silicon nitride waveguides, high voltage CMOS,
radio
frequency identification (RFID) technologies and power management. To better serve our customers, we have developed and are continuously
expanding our technology
offerings in these fields. Through our experience and expertise gained during more than thirty years of operation,
we differentiate ourselves by creating a high level of value
for our customers through innovative technological processes, design and
engineering support, competitive operational indices, and dedicated customer service.
Tower Semiconductor Ltd., an Israeli company, was founded in 1993
with the acquisition of National Semiconductor’s 150-mm wafer fabrication facility located in
Migdal Haemek, Israel, known as our
Fab 1 facility, and commenced operations as an independent foundry. During the first quarter of 2025, in response to anticipated
changes in market dynamics and customer demand, we discontinued the lower-margin legacy 150mm process flows, ceased operations in Fab
1 and consolidated certain
strategic flows into Fab 2, also located in Migdal Haemek, Israel, in order to streamline our production processes
and enhance our overall efficiency.
20
In 2003, we commenced production at Fab 2, a wafer fabrication
facility we established in Migdal Haemek, Israel. Fab 2 supports geometries ranging from 0.35 to
0.13-micron, utilizing advanced CMOS
technology, including CMOS image sensors, matrix ionizing radiation sensors, devices employing metamaterials, embedded flash,
advanced
analog, RF (radio frequency), specifically RF switches on SOI, power platforms and mixed-signal technologies.
In September 2008, we merged with Tower NPB, which holds 100% of
NPB Co. and operates Fab 3, located in Newport Beach, California, U.S. Fab 3 specializes in
specialty process technologies of silicon
photonics, analog and mixed-signal semiconductor devices, and supports geometries ranging from 0.50 to 0.13-micron. NPB Co.’s
specialty
process technologies support applications requiring advanced analog, radio frequency, high voltage, bipolar, SOI and silicon germanium
bipolar, complementary
metal oxide (“SiGe”) and silicon photonics processes. Fab 3 wafers are used by our customers for a
wide range of products, including devices for high-speed data,
communications, cellular phones, wireless local area networking devices,
digital TVs, set-top boxes, gaming devices, switches, routers and broadband modems.
In March 2014, we acquired from Panasonic 51% of a newly established
company, TPSCo, that became a foundry for the sale of wafers to Panasonic and other
third-party customers, using three factories established
by Panasonic in Hokuriku Japan (Uozu E, Tonami CD and Arai E). Pursuant to the transaction, Panasonic transferred
its capacity tools
(8 inch and 12 inch) at these three fabs to TPSCo. TPSCo focuses on 65nm and 180nm geometries for RF, power management and CMOS image
senor
wafers, products and applications. In July 2022, the operations in Japan were reorganized and restructured such that the Arai factory,
which solely served NTCJ and did not
serve Tower or TPSCo foundry customers, ceased operations. The operations at the Uozu and Tonami
facilities remain unchanged.
In February 2016, we acquired Fab 9, located in San Antonio, Texas,
U.S., from Maxim. The assets and related business that we acquired from Maxim are held and
conducted through one of our wholly owned U.S.
subsidiaries, Tower SA. Fab 9 supports process geometries ranging from 0.80-micron to 0.18-micron using CMOS, power
management and analog
based technologies.
In 2021, we entered into an agreement with ST to share, under a
collaborative arrangement, a 300mm facility being constructed by ST in Agrate, Italy, following
which TSIT, a wholly-owned Italian subsidiary
of Tower, was incorporated. TSIT and ST share the cleanroom space and facility infrastructure, and TSIT has the right to use
one-third
of the installed capacity for its foundry customers, which we refer to as “Fab 10.” As part of the qualification and
ramp-up process, TSIT acquired and installed
certain of its own equipment in the Agrate facility and developed certain processes and technologies.
The comprehensive qualification process was completed during the
fourth quarter of 2024, following which volume production and operations,
which are managed by ST, commenced.
In September 2023, Tower and Intel entered into an agreement under
which a capacity corridor is being established in Intel’s 300mm facility in New Mexico, U.S.,
which we refer to as “Fab 11.”
In accordance with this agreement, Tower is investing up to $300 million in equipment and fixed assets to be owned by Tower that will
be
installed and qualified for Tower processes at the Intel facility. The corridor is currently in the initial equipment procurement and
installation phase and is not yet qualified for
production.
Our executive offices and Israeli facilities are located in the
Ramat Gavriel Industrial Park, Shaul Amor Street, Post Office Box 619, Migdal Haemek, 2310502
Israel, and our telephone number is 972-4-650-6611.
Our agent for service of process in the United States is Tower Semiconductor USA, Inc. located at 2570 North First
Street, Suite 480 San
Jose, CA 95131.
The SEC maintains an internet website that contains reports, proxy
and information statements and other information about issuers, like us, that file electronically
with the SEC. Our filings with
the SEC are available to the public through the SEC’s website (http://www.sec.gov). For more information about us, go to
http://www.towersemi.com.
Information on our website is not incorporated by reference in this annual report.
21
B. BUSINESS OVERVIEW
INDUSTRY OVERVIEW
Semiconductor devices are critical components in a variety of applications,
from computers, consumer applications and communications, to industrial, military,
medical and automotive applications. Rapid changes
in the semiconductor industry frequently make recently introduced devices and applications obsolete within a very short
period of time.
With the increase in their performance and decrease in their size and resulting decrease in cost, the use of semiconductors and the number
of their applications
have increased significantly.
Historically, the semiconductor industry was composed primarily
of companies that designed and manufactured integrated circuits (“ICs”) in their own fabrication
facilities, which are known
as integrated device manufacturers (“IDM”). In the mid-1980s, fabless companies, which focused on design and used external
manufacturing
capacity, began to emerge. Fabless companies initially outsourced production to IDMs, which filled this need through their
excess capacity. As the semiconductor industry
continued to grow, increasing competition forced fabless companies and IDMs to seek reliable
and dedicated sources of wafer foundry services. Use of external
manufacturing capacity allowed IDMs to reduce their investment in their
existing and next-generation facilities and process technologies. This need for external capacity led
to the development of independent
companies, known as foundries, which focus primarily on providing wafer manufacturing services to semiconductor suppliers. Foundries
may also offer customers competitive complementary services through design, testing, and other technical services. Foundry services
are used by nearly all major
semiconductor companies in the world, including IDMs, as part of a dual-source, risk-diversification and
cost effectiveness strategy.
Semiconductor suppliers face increasing demand for new products
that provide higher performance, greater functionality and smaller form factors at lower prices –
all features that require increasingly
complex ICs. The industry has experienced a dramatic increase in the number of applications that incorporate semiconductors. Further,
in
order to compete successfully, semiconductor suppliers must minimize the time it takes to bring a product to market. As a result, fabless
companies and IDMs have focused
more on their core competencies, design and intellectual property development, and tend to outsource manufacturing
to foundries.
For many years, the two basic functional technologies for semiconductor
products have been digital and analog. Digital semiconductors provide critical processing
power and have helped enable many of the computing
and communication advances of recent years. Analog semiconductors monitor and manipulate real world signals such
as sound, light, pressure,
motion, temperature, electrical current and radio waves, for use in a wide variety of end products such as digital still cameras, x-ray
medical
applications, flat panel displays, personal computers, cellular handsets, smartphone, telecommunications equipment, consumer applications,
automotive and industrial
products. Analog-digital, or mixed-signal, semiconductors combine analog and digital devices which can process
both analog and digital signals.
Integrating analog and digital components on a single, mixed-signal
semiconductor enables the development of smaller, more highly integrated, power-efficient,
feature-rich and cost-effective semiconductor
devices but presents significant design and manufacturing challenges. For example, combining high-speed digital circuits with
sensitive
analog circuits on a single, mixed-signal semiconductor can increase electromagnetic interference and power consumption, both of which
cause a higher amount of
heat to be dissipated and decrease the overall performance of the semiconductor. Challenges associated with the
design and manufacture of mixed-signal semiconductors
increase as the industry moves toward more advanced process geometries. Numerous
emerging applications require 3D integration, in particular, high precision wafer
bonding. Challenges related to enhanced reliability,
e.g., automotive products, dictate more stringent demands to the fabrication processes. As a result, analog and mixed-
signal semiconductors
can be complex to manufacture and typically require sophisticated design expertise, strong application specific experience and a comprehensive
intellectual property portfolio. In addition, today’s analog market is driven strongly by growing sensitivity to environmental requirements,
such as the conservation of energy
and human well-being. Low power consumption is demonstrated in applications related to the systems
enabled with Artificial Intelligence (AI) and edge computing using AI
which allow for the analysis and filtering of data closer to the
sensors such that only the relevant data is sent to the cloud. The AI edge devices are incorporated into products
with sensors related
to Internet of Things (IoT), in particular ASICs with embedded sensors, medical devices and applications focused on entertainment, infotainment
and
safety, which combine analog and digital technology.
22
Mixed-signal devices are an essential part of any front-end product,
device and/or system. Our advanced analog CMOS process technologies have more features
than standard analog CMOS process technologies
and are well suited for higher performance or more highly integrated analog and mixed-signal semiconductors, such as
high-speed analog-to-digital
or digital-to-analog converters and mixed-signal semiconductors with integrated data converters. These process technologies generally
incorporate higher density passive components, such as capacitors and resistors, as well as improved active components, such as native
or low threshold voltage devices, and
improved isolation techniques, into standard analog CMOS process technologies.
In recent years, silicon has also been used to control optical
signals in silicon-photonics (SiPho) technology. This technology reduces the cost of assembling optical
transceivers, which convert optical
signals to electrical signals and vice versa, by providing a platform that integrates multiple functions on a single chip instead of requiring
multiple discrete components. Such technology utilizes much of the same semiconductor equipment used to manufacture CMOS, benefiting from
the extensive installed base
and manufacturing efficiency.
The enormous costs associated with modern fabs, combined with the
increasing demand for complex products, have created an expanding market for outsourced
foundry process manufacturing services. Foundries
can cost-effectively supply advanced process technology services to even the smallest fabless companies by creating
economies of scale
through pooling the demand of numerous customers. In addition, customers whose IC designs require process technologies other than standard
digital
CMOS have created a market for independent foundries that focus on providing specialized process technologies. Specialty process
technologies enable greater analog
content and can reduce the die size of an analog or mixed-signal semiconductor, thereby increasing
the number of dice on each wafer and reducing final die cost. In addition,
specialty process technologies can enable increased performance,
superior noise reduction and improved power efficiency of analog and mixed-signal semiconductors
compared to traditional standard CMOS
processes. These specialty process technologies include advanced silicon photonics technologies, analog CMOS, specialized RF
devices on
SOI, radio frequency CMOS (RF CMOS), CMOS image sensors (CIS), non- imaging sensors of different types, high voltage CMOS, bipolar CMOS
(BiCMOS),
silicon germanium BiCMOS (SiGe BiCMOS), bipolar CMOS double-diffused metal oxide semiconductor (BCD), silicon photonics platforms,
NVM technologies and special
devices for AI technologies. Due to our extensive and diversified work in specialized process technologies,
we have the required skills to provide quality and flexibility in
this technology intensive environment which is rapidly changing. We
work closely with our customers to provide them with unique and specialized solutions needed for their
business success.
23
MANUFACTURING PROCESSES AND SERVICES AND SPECIALIZED
TECHNOLOGIES
We use silicon wafers based on customers’ proprietary designs
to perform an intricate process that consists of constructing layers of conducting and insulating
materials on raw wafers in intricate
patterns which requires hundreds of interrelated steps performed on different types of equipment, and each step must be completed with
extreme accuracy to achieve good device performance metrics. In some cases, we provide our customers with our own proprietary or third-party
design elements. We perform
a series of processes, in which photosensitive material is deposited on the wafer and exposed to light through
a mask, and hundreds of steps (moves) per wafer, including
photolithography, oxidation, etching and stripping of different layers and
materials, ion implantation, deposition of thin film layers, chemical mechanical polishing and
thermal processing. The final step is wafer
probing, which involves inspection of each unit in order to identify those that are operable for assembly. Customers often use third
party
service providers for the performance of wafer probing. In most cases, our customer assumes responsibility for dicing, assembly, packaging
and testing.
Our customers are semiconductor fabless companies and semiconductor
IDMs, and module integrators for AI and Data Centers as sole source or second source, and
enable smooth integration of the semiconductor
design and wafer processes. By doing so, we enable our customers to bring high-performance, highly integrated end products
to market rapidly
and cost effectively. We believe that our technological strengths and emphasis on customer service have allowed us to develop a unique
position in large,
high-growth specialized markets for silicon photonics in AI and Data Center communications, RF in smart phone, IoT
and infrastructure communications, power
management in industrial, automotive and consumer end markets and CMOS image sensors.
Our manufacturing process is using specialty process technologies,
mostly based on CMOS process platforms with added features to enable special and unique
functionality, decreased footprint of products,
competitive performance and cost advantages for analog and mixed-signal semiconductors. Products made with our specialty
process technologies
are typically more complex than products made using standard process technologies employing similar technology nodes. Generally, customers
that use
our specialty process technologies cannot easily transfer designs to another foundry because the analog characteristics of the
design are dependent upon the specific process
technology used. The specialty process design infrastructure is complex and includes design
kits and device models that are specific to the foundry in which the process is
implemented and to the process technology itself. In addition,
the relatively small engineering community with specialty process expertise and the significant investment
required for development or
transfer and maintenance of specialty process technologies has limited the number of foundries capable of offering specialty process
technologies.
We believe that our specialized process technologies combined with dedicated design enablement capabilities distinguish our services and
attract industry-
leading customers.
We also offer process transfer services to IDMs that wish to use
their own technologies and processes. Our process transfer services are also used by fabless
companies with proprietary process flows
that wish to have an additional supplier for purposes of geographic diversity or for the manufacture of an advanced technology
node that
is very costly to build themselves. Our process transfer services include development, transfer, and extensive optimization as defined
by customer needs.
With our world-class engineering team, well established foundry
process methodologies and vast experience, we offer state of the art factories for core bulk CMOS
and specialized technologies such as
RF SOI, silicon photonics, SiGe and MEMS, among others.
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We are a trusted, customer-oriented service provider that has built
a solid reputation in the foundry industry over more than thirty years. We have built strong
relationships with customers. Our consistent
focus on providing high-quality, value-added services, including engineering and design support, has allowed us to attract
customers that
seek to work with a proven provider of foundry solutions. Our emphasis on working closely with customers and accelerating the time-to-market
and
performance of their next-generation products has enabled us to maintain a high customer retention rate, while increasing the number
of new customers and new products.
We continuously aim to expand our capacity and capacity flexibility
among our different technologies. To accomplish this, we invest in our facilities and acquire
external capacity (such as Fab 10
and Fab 11 under the capacity corridor agreement with Intel) or through fab acquisitions, as we have done in the past, independently or
through third-party collaboration and/or funding (including cash, equity or in-kind investment). We also offer from time to time a wide
range of support services for the
establishment of new semiconductor fabrication facilities or the ramp up of existing facilities owned
by third parties, using our technological, operational and integration
expertise, for which we receive payments based on the achievement
of pre-defined milestones and may also be entitled to certain capacity allocation and other rights, all
subject to definitive agreements
underlying such projects.
We derived a significant amount of our revenues for the year ended
December 31, 2024 from our target specialized technologies: RF CMOS, including RF SOI (RF
CMOS on silicon-on-insulator), SiGe BiCMOS,
silicon photonics, power ICs, discrete devices and CMOS image sensors. We are highly experienced in these technologies,
having been an
early entrant and having developed unique proprietary technologies, including through licensing and joint development efforts with our
customers and other
technology companies.
SiGe BiCMOS for RF and High-Performance Analog
Our SiGe BiCMOS process technologies offer more features than RF
CMOS or standard BiCMOS processes and are well suited for advanced RF and high-
performance analog semiconductors, such as high-speed,
low-noise front-end wireless components, optical and copper-wired networking components, automotive radar
components, hard-disk drive
pre-amplifiers, power amplifiers, and low-noise amplifiers. These technologies generally incorporate silicon germanium bipolar transistors,
which are formed by depositing a thin layer of silicon germanium within a CMOS process, to achieve higher speed, lower noise, and more
efficient power performance than
regular CMOS process technology. SiGe BiCMOS can achieve speeds equivalent to those demonstrated in standard
RF CMOS processes that are two process generations
smaller in line width. For example, a 0.18 micron SiGe BiCMOS process can achieve speeds
comparable to a 90 nanometer RF CMOS process. This allows for the creation
of analog products using larger geometry process technology
at a lower cost while achieving similar or superior performance to that achieved using a smaller geometry
standard RF CMOS process technology.
In addition, our SiGe technology supports high voltages not available in very advanced CMOS technology nodes. We have
developed enhanced
tool capabilities in collaboration with large semiconductor tool suppliers to achieve high-yield SiGe volumes. We believe this equipment
and related
process expertise position us as one of the few companies with demonstrated ability to deliver SiGe BiCMOS products. We currently
have 0.35 micron, 0.18 micron and 0.13
micron SiGe BiCMOS technologies available in mass production and are adding a 65nm SiGe BiCMOS
platform for our customers’ most advanced next-generation
products.
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Silicon Photonics (SiPho)
Our industry-leading silicon photonics platform targets AI, data
center communications and other optical applications. The SiPho process complements our SiGe
BiCMOS processes by offering a companion
solution that integrates optical components in the expanding data communication market. This platform enables the integration
of photodetectors,
optical modulators, and other optical components, which were previously assembled in optical modules as discrete components and can now
be integrated
into a single die potentially lowering cost, reducing footprint and improving performance of advanced optical transceivers.
We currently have a high-volume, production
200mm platform (PH18) that has benefited from AI-driven growth in optical interconnects, making
it a leading SiPho platform in the 400Gb/s to 800Gb/s market. We have
begun production of next-generation products targeting 1.6Tb/s and
are developing and prototyping various advanced technologies aiming at 3.2T/s, as well as co-packaged
optics (CPO) and integrated laser
applications for the future. Additionally, we have recently released design kits for a 300mm version of our SiPho platform, which offers
performance advantages and additional capacity.
RF CMOS
Many RF products today are built using RF CMOS technology on silicon-on-insulator
(SOI) substrates (RFSOI). These RFSOI process technologies include devices
optimized to deliver higher performance and improved isolation
compared to those in bulk RFCMOS processes. We currently utilize RFSOI process technologies at 0.18
micron, 0.13 micron and 65 nanometer
lithography nodes to fabricate various devices, including antenna switches with record figures of merit (FOM) and front-end modules,
which
are integral to state-of-the-art products, such as modern smartphones.
Power and Power Management ICs
Our power technologies are divided into low-voltage BCD offerings
and high-voltage offerings, including 140V Resurf, 200V SOI, and 700V ultra-high voltage
technologies. Our low-voltage BCD process technologies
offer more features than advanced analog CMOS processes and are well-suited for power and driver
semiconductors, such as voltage regulators,
battery chargers, power management products, and audio amplifiers. These technologies generally incorporate higher voltage
CMOS devices
than advanced analog CMOS processes, such as 5V, 8V, 12V, 40V, and 60V (Breakdown Voltage) LDMOS devices, and in the case of BCD, bipolar
devices
integrated into an advanced analog CMOS process. We currently offer BCD technologies at 0.18 micron on 200mm wafers and 65 nanometer
on 300mm wafers.
Our higher voltage technologies on 200mm wafers, which include
140V Resurf, 200V SOI, and 700V ultra-high voltage platforms, support applications such as gate
drivers for discrete high-power transistors
and the automotive, industrial, AC adapter, and lighting markets.
In addition, we have developed a unique NVM solution (Y-Flash)
specifically for power and power management applications on our 0.18 micron and 65nm
platforms. We have developed a series of Y-Flash-based
modules of up to 16kbit, which have been integrated into various power management products for our customers. We
have also introduced
high-density single Poly silicon memory arrays from other intellectual property vendors into our CMOS process flows.
On our 300mm 65nm node, we offer two major BCD platforms based
on 5V and 3.3V gate operating voltages, both supporting high voltage LDMOS devices, with
up to 28V breakdown voltage.
CMOS Image Sensors
CMOS image sensors are ICs used to capture an image in a wide variety
of consumer, medical, automotive and industrial market applications, including camera-
equipped cell phones, digital still, video, security
and surveillance cameras, industrial and inspection cameras, medical X-ray and automotive cameras and LiDARs. Our
process technologies
assure consistently high performance of the integrated sensor through wafer-level characterization. Our CMOS image sensor processes have
demonstrated superior optical characteristics, excellent spectral response, small pixel sizes for high resolution, high dynamic range
and sensitivity. The ultra-low dark current,
high efficiency and wide spectral response of our pixels enable faithful color reproduction
and acute detail definition.
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We are currently actively involved in the high-end sensor and applications
specific markets, which include applications such as high-end video, high end
photography, industrial machine vision, dental x-ray, medical
x-ray, automotive sensors, security sensors and time of flight (ToF) three dimensional sensors for entertainment,
commercial and industrial
applications, as well as image sensors with record frame rates for registration of ultra-fast processes.
We gained market potential using CMOS process technology for a
digital camera-on-a-chip, which integrates a CMOS image sensor, filters and digital circuitry.
Upon entering the CMOS image sensor foundry
business, we utilized research and development work that had been ongoing since 1993. Our services include a broad range
of turnkey solutions
and services, including silicon proven pixels portfolio, optical characterization of a CMOS process, an innovative patented stitching
manufacturing
technology for large sensors, up to a one die per 300mm wafer and prototype packaging. The CMOS image sensors that we manufacture
include 180nm on 200mm wafers
and 65nm on 300mm wafers, with pixel sizes down to 1.25 micron on backside illumination (BSI) technology,
delivering outstanding image quality for a broad spectrum of
digital imaging applications.
Specifically, our CIS portfolio includes pixels ranging from 1.12
micron up to 150 microns, all developed by us. We provide both rolling shutter and global shutter
pixels. The latter are used mainly in
the industrial sensor and in the three-dimensional sensor markets. Our advanced technology used in CMOS image sensors enables
improved
performance such as low dark current, low noise, high well capacity, high quantum efficiency and high uniformity of pixels utilizing deep
sub-micron process
technologies, enabling us to offer very sophisticated and high-performance camera module solutions. Our state-of-the-art
pixels are used in a variety of markets, such as the
high-end machine vision cameras and the rapidly growing ToF 3D sensor market. In
addition, our advanced global shutter technology and global shutter pixels, as small as
2.2um on BSI stacked wafer technology, enable
excellent performance.
For the X-ray market, we offer our innovative patented “stitching”
technology on 0.18-micron process as well as on 65nm technology on 300mm wafers and a
variety of 15 to 150-micron pixels that are optimized
for X-ray applications. These pixels are used by our customers in dental (intra and extraoral) and other medical X-ray
products (such
as C-Arm surgery machines, angiography and mammography) as well as in the industrial NDT (Not Destructive Testing) X-Ray market.
Our stitching technology, a cornerstone of our X-Ray sensors technology,
enables semiconductor exposure tools to process single ultra-high-resolution CMOS image
sensors containing tens of millions up to hundreds
of millions of pixels at sensor sizes far larger than the photo exposure tool (scanner) field size.
This technology is used by us to offer large X-Ray sensors (up
to one die per wafer) on 8” and 12” wafers as well as high-end large format photography and
industrial sensors with special
pixels that we have developed specifically for this market.
We have developed our next generation CMOS sensor technology, namely
BSI and wafer stacking, which combines a digital CMOS wafer with an imager wafer that
is then thinned for backside illumination (BSI)
with billions of electrical Cu-Cu connections between the two wafers. We offer both BSI and stacking technologies in 200mm
(in cooperation
with a third-party that processes several steps of the BSI part of the process on our wafers, using our own developed BSI technology)
and in 300mm in our
own facilities at TPSCo. We augmented this technology with additional deep trenches (DTI) between pixels as well as
a unique layer to enhance near infrared response.
We specially developed our near Infra-Red imaging technology and
a series of spectrally sensitive image sensors, including proximity sensors and sensors sensitive
in the UV range. In addition, we developed
SPAD (Single Photon Avalanche Diodes) technology for dToF (direct Time of Flight) LIDAR (Light Detection and Ranging)
applications in
mobile devices, smart automotive Advanced Driver Assistance Systems (ADAS) and Autonomous Driving (AD) vehicles. We also further developed
our
stacked technology to support the stacking of a very advanced technology node CMOS wafer with a state-of-the-art SPAD imager, with
pixel level electrical connections
between the wafers.
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MEMS and Displays
In the MEMS area, we utilize MEMS switch technology for fast RF
antenna switching and accelerometers for various applications. The rapid growth of the VR
headset and AR glasses markets has created a
demand for high-resolution OLED small displays, which can only be manufactured on a silicon backplane. We have developed
a highly competitive
silicon backplane technology for the OLEDoS (OLED on Silicon) market, primarily targeting the VR market. Our offering includes a 5V-based
platform
with extended 8V native LDMOS ultra-low leakage transistors and highly dense capacitors. Due to the large size of these displays
compared to regular CMOS dies, we
believe that this market may grow substantially.
We continue to invest in technology that enhances performance and
integration levels while reducing the cost of analog and mixed-signal products. This includes
improving the density of passive elements
such as capacitors and inductors, developing new passive elements, enhancing the analog performance and voltage handling
capability of
active devices, and integrating additional advanced features into our specialty CMOS processes.
CUSTOMERS, MARKETING AND SALES
Our marketing and sales strategy aims to further solidify our position
as the leading foundry for high-value analog semiconductor solutions, by increasing our market
share with existing customers and expanding
our global customer base. We have marketing, sales, design support engineers, field application engineers, and customer support
personnel
located in many countries worldwide. These individuals are selected for their industry experience, customer relationships, and understanding
of the semiconductor
marketplace.
Our sales cycle generally ranges from 9 to 24 months or longer
for new customers and can be as short as 6 to 12 months for existing customers. The typical stages in
the sales cycle process, from initial
contact until production, are:
•
technical evaluation;
•
wafer design to our specifications, including integration of third-party intellectual property;
•
photomask–- design and order third-party photomasks;
•
silicon prototyping;
•
assembly and test;
•
validation and qualification; and
•
production.
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The primary customers of our foundry and design services are fabless
semiconductor companies and IDMs. Our customer base includes many leaders in the analog
and mixed-signal industry, serving a variety of
end market segments. A small portion of our wafer sales are made pursuant to long-term contracts with our customers, under
which we agree
to reserve capacity for certain purchasing commitments. For the year ended December 31, 2024, 13% of our revenues were generated from
NTCJ, 27% of our
revenues were derived from an additional four customers, each of which generated between 3% to 11% of our revenues, and
the remaining 60% of our revenues were derived
from many other smaller customers. For the year ended December 31, 2023, 14% of our revenues
derived from NTCJ, and 30% of our revenues derived from an additional
four customers, each of which generated between 3% to 9% of
our revenues, and the remaining 56% of our revenues derived from many other smaller customers. For the
year ended December 31, 2022, 14%
of our revenues were generated from NTCJ, 33% of our revenues were derived from an additional five customers, each of which
generated
between 4% to 9% of our revenues, and the remaining 53% of our revenues derived from many other smaller customers.
The following table sets forth the geographical distribution, by
percentage, of our net revenues for the periods indicated:
Year ended December 31,
2024
2023
2022
United States
42%
46%
49%
Japan
16%
17%
16%
Asia, excluding Japan
33%
27%
26%
Europe
9%
10%
9%
Total
100%
100%
100%
The semiconductor industry is historically characterized as highly
cyclical, both seasonally and over the long term. The market fluctuates over time, cycling through
periods of weak demand, excess capacity,
excess inventory, and price pressure, as well as periods of strong demand, full capacity utilization, and wafer shortages, which
command
higher selling prices.
We price our products on a per-wafer basis, taking into account
the unique value of our technology, its ability to enable customers to differentiate their products, the
complexity of the technology,
prevailing market conditions, volume forecasts, the strength and history of our relationships with the customer and our current capacity
utilization. Most customers typically place purchase orders two to six months before shipment.
To promote our products, technology offerings and services, we
publish press releases, articles, technology journals and white papers. In addition, we present and
participate in panel sessions at industry
conferences, hold a variety of regional and international technology seminars, and exhibit at various industry trade shows. We
regularly
discuss advances in our process technology portfolio and progress on specific relevant programs with our prospective and existing customers,
as well as industry
and research analysts.
Our customers use our processes to design and market a broad range
of analog and mixed-signal semiconductors for diverse end markets, including wired and
wireless high-speed communications, consumer applications,
automotive, medical, security, and industrial applications. We sell wafers for a wide range of markets, including
high-performance applications
such as antenna switches, transceivers and power management circuits for cellular phones; transceivers and power amplifiers for wireless
local
area networking products; power management, audio amplifiers, and drivers for consumer applications; tuners for digital televisions
and set-top boxes; modem chipsets for
broadband access devices and gaming devices; serializer/deserializers (SerDes) and silicon photonics
ICs (PICs) for fiber optic transceivers; high-end video cameras, dental
and medical x-ray vision, industrial cameras, focal plane arrays
for imaging applications; controllers for power amplifiers and switching chips in cellular phones; and wireline
interfaces for switches,
routers and magnetic field sensors.
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COMPETITION
The competitive dynamics within the global semiconductor foundry
industry are subject to change as companies expand their technology portfolios, enter new
markets, or adjust their strategic focus. This
industry is technology-driven, with constant advancements in capacity equipment, technology processes, materials, and design
methodologies.
We compete most directly in the specialty segment with foundries such as GlobalFoundries (mainly in the RF business), Vanguard Semiconductor,
DongBu,
X-Fab, and Hua Hong Semiconductor. We also compete in some areas with pure-play advanced technology node-driven foundry service
providers such as Taiwan
Semiconductor Manufacturing Corporation (TSMC), United Microelectronics Corporation (UMC), and Semiconductor
Manufacturing International Corp. (SMIC). These
three pure-play semiconductor foundries primarily compete against one another and focus
on 12-inch deep-submicron CMOS processing, though they each also have
technology and capacity for specialty process technologies.
The rest of the foundry industry, including existing Chinese, Korean
and Malaysian foundries, generally target either industry-standard 8-inch CMOS processing or
specialty process technologies. Most competitors,
particularly those based in the Asia-Pacific region, benefit from their proximity to key markets and, in some cases, from
local government
incentives and the integrated design and manufacturing ecosystems prevalent in these areas. However, global efforts to diversify semiconductor
manufacturing bases are beginning to challenge this dynamic, signaling a shift towards a more geographically dispersed competitive landscape.
Geopolitical factors and trade policies can significantly impact
the semiconductor industry. Restrictions, trade tensions, and policies promoting domestic
employment and wafer manufacturing can influence
foundries’ financials, business operations, and competitive positioning.
The principal elements of competition in the wafer foundry market
are:
•
technology offering and future roadmap based on research and development capabilities and access to intellectual property;
•
devices performance;
•
product development kits (PDKs) with accurate modeling.
•
system level technical expertise;
•
customer technical support;
•
design services;
•
operational performance;
•
quality systems;
•
wafer quality;
•
operational yields;
•
pricing;
•
strategic customer relationships;
•
capacity availability; and
•
stability and reliability of supply.
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Some of our competitors, particularly the advanced pure-play technology
node-driven foundry service providers, have greater capacity, may have greater scope
and/or greater research and development resources,
a better cost structure, and greater financial, marketing and other resources. As a result, these companies may be able to
compete more
aggressively and over a longer period than us.
We aim to compete primarily on the basis of advanced specialty
analog/mixed-signal technology, research and development, breadth of process offerings, production
quality, technical support, and our
design and engineering services. Our highly differentiated specialty offering and proven track record in analog/mixed-signal markets
enable
us to effectively compete with larger foundry service providers.
Some semiconductor companies have advanced their CMOS designs,
including mixed-signal to 28 nanometers and below. These smaller geometries may offer
customers performance and integration features that
are comparable to or exceed those offered by our specialty process technologies and may be more cost-effective at higher
production volumes
for certain applications, such as when a large amount of digital content is required in a mixed-signal semiconductor and less analog content
is required.
Our specialty process technologies will therefore compete with these advanced CMOS processes, and some of our potential and
existing customers could elect to design these
advanced CMOS processes into their next-generation products. We are not currently capable,
nor do our current plans include any technology or operations using CMOS
processes at such smaller geometries.
WAFER FOUNDRY SERVICES
The wafer foundry service mode of work is an intricate process
that consists of constructing layers of conducting and insulating materials on raw wafers in intricate
patterns. This requires hundreds
of interrelated steps performed on different types of equipment, and each step must be completed with extreme accuracy to achieve the
required device performance metrics. The process can be summarized as follows:
Circuit Design. This process
begins when a fabless company or IDM designs (or engages a third party or us to design) the layout of a device’s components and
designates the interconnections between each component. The result is a pattern of components and connections that defines the function
of the end product. After the
product design is completed, foundries provide processing services for these companies’ device designs.
Mask Making. The design
for each layer of a semiconductor wafer is imprinted on a photographic negative, called a reticle or mask, which serves as the blueprint
for
each specific layer of the semiconductor wafer. We engage external mask shops for the manufacture of these masks.
Wafer Processing. This
involves a series of processes in which photosensitive material is deposited on the wafer and exposed to light through a mask, including
hundreds of steps (moves) per wafer, such as photolithography, oxidation, etching, stripping of different layers and materials, ion implantation,
deposition of thin film layers,
chemical mechanical polishing, and thermal processing. The final step is wafer probing, which involves
inspection of each unit in order to identify those that are operable for
assembly. Customers often use third-party service providers for
the performance of wafer probing.
Assembly and Test. In this
phase, the wafers are transferred to assembly and test facilities. During the assembly process, each wafer is cut into dies, or individual
semiconductors, and tested. Defective dies are discarded, while good dies are packaged and assembled. Assembly protects the product, facilitates
its integration into the target
systems, and enables heat dissipation. Following assembly, the functionality, voltage, current and timing
of each product are tested. After testing, the completed product is
shipped either to our customer or to their customer’s printed
circuit board manufacturing facility. Our customers often use third-party service providers for the performance of
wafer assembly and
testing, and to a smaller extent, part of such process may be performed independently by us.
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RAW MATERIALS
Our processes utilize various raw materials, including silicon
wafers, chemicals, gases, and different types of metal targets. Although most of our raw materials are
available from multiple suppliers,
certain materials are purchased from sole-sourced vendors. Our raw material procurement policy is to select only those vendors who have
demonstrated quality control and reliable delivery times, and to maintain multiple sources for each raw material whenever feasible in
order that a quality or delivery issue
with any one vendor will not adversely affect our operations. We may establish long-term supply
agreements with our vendors where necessary or beneficial to Tower.
Our general inventory policy is to maintain sufficient stock of
each principal raw material to meet operational needs and rolling forecasts of near-term customer
requirements. In addition, we have agreements
with some material suppliers under which they reserve certain levels of inventory in their warehouses for our use. We typically
work with
our vendors to plan our raw material requirements on a monthly basis, with pricing generally set on an annual basis. The actual purchase
price is generally
determined based on prevailing market conditions. Although we have not experienced any shortage of raw materials that
had a material effect on our operations, and current
supplies of raw materials we use are adequate, shortages could occur in various critical
materials due to supply interruptions or increased industry demand.
The most important raw material we use is the silicon wafer, which
is our basic raw material. We have historically obtained and believe that we will continue to be
able to obtain a sufficient supply of
silicon wafers. We believe that we have close working relationships with our wafer suppliers, and based on these long-term relationships,
we believe that these major suppliers will make their best efforts to meet our demand.
In addition, certain materials are purchased from sole-sourced
vendors under pre-committed volume contracts for specified pre-defined quantities that must be
purchased on a monthly, quarterly or annual
basis. If such predefined quantities are not required for production when purchased, it may result in excess payment and/or
expense write-offs
in our financial statements, which may adversely impact our financial results. See “Item 3. Key Information—D. Risk Factors—Risks
Affecting Our
Business— “If we are unable to purchase equipment and/or raw materials and
other supplies, or there are delays in the delivery thereof, we may face delays or a temporary
halt in operations or other problems. If
we must purchase raw materials beyond our needs as required under committed vendor contracts, we may need to amortize or write
such purchases
off, which may adversely impact our financial results.”
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RESEARCH AND DEVELOPMENT
Our future success depends, to a large degree, on our ability to
continue to successfully develop and introduce to production advanced process technologies that meet
our customers’ needs. Our process
development strategy relies on CMOS process platforms that we either license and transfer from third parties or develop ourselves.
From time to time, at a customer’s request, we develop a
specialty process module, which in accordance with the applicable agreement, may be used exclusively for
that customer or added to our
process offerings. Such developments are common across all of our specialty process technologies noted above.
Our research and development activities have related primarily
to our process, device and design development efforts in all specialty areas that were mentioned
above, and have been sponsored and funded
by us and in certain cases with the partial participation of the Government of the State of Israel through the Israeli Innovation
Authority
(the “IIA”) (formerly, the Israeli Office of the Chief Scientist), pursuant to the Encouragement of Research, Development
and Technological Innovation in the
Industry Law 5744-1984 (formerly known as the Encouragement of Industrial Research and Development
Law 5744-1984) (the “Innovation Law”) and related regulations
and guidelines. The terms of the IIA grants and the Innovation
Law impose significant restrictions on the transfer of the manufacturing of products developed with IIA
support outside Israel (except
to the extent that the IIA approved grant program includes a pre-determined portion of manufacturing that may be performed outside Israel)
and
on the transfer (including by way of license) of IIA-funded technologies to third parties outside Israel. For example, the transfer
of manufacturing or manufacturing rights of
IIA funded products outside of Israel (except for the transfer of up to 10% of the manufacturing
capacity in the aggregate which requires only a notice to the IIA), requires the
prior approval of the IIA, which approval, if received,
would generally result in the payment of increased royalties, up to three times the grant(s) amount, depending on the
portion of
manufacturing performed outside of Israel, plus accrued interest, and the applicable royalty repayment rate could increase. In addition,
the transfer or license of
IIA-funded technologies to third parties outside Israel requires the prior approval of the IIA, which approval
is generally contingent on payment of a redemption fee,
calculated according to a formula under the Innovation Law, which may be in the
amount of up to six times the grant(s) amount (less paid royalties, if any, and depreciation,
but no less than the total amount of grants
actually received by us), plus accrued interest.
In addition to the above, we may be required to obtain export licenses
before exporting certain technology or products to third parties and may be required to comply
with Israeli, U.S. and other foreign export
regulations, as may be applicable.
Our research and development activities seek to upgrade and improve
our technologies and processes. We maintain a central research and development team
primarily responsible for developing cost-effective
technologies to meet our customers’ needs. A substantial portion of our research and development activities are conducted
in collaboration
with our customers and equipment vendors. Due to the rapid technological changes in the semiconductor industry, effective research and
development is
essential to our success. We plan to continue to invest significantly in research and development activities in order to
develop advanced process technologies for new
applications. For information regarding risks relating to development of technology processes
and services, see “Item 3. Key Information—D. Risk Factors—Risks Affecting
Our Business— If
we do not maintain and develop our technology processes and services, we may lose customers and may be unable to attract new ones.”
Research and development expenses for the years ended December
31, 2024, 2023 and 2022 were $79.4 million, $79.8 million and $83.9 million, respectively, net
of government participation of $0.3 million,
$0.5 million and $0.3 million, respectively. As of December 31, 2024, we employed 430 professionals in our research and
development departments,
52 of whom have PhDs. In addition to our research and development departments located at our facilities in Migdal Haemek, Israel, Newport
Beach, California, San Antonio, Texas and Hokuriku Japan, we also maintain a design center in Netanya, Israel.
33
PROPRIETARY RIGHTS
Our success depends in part on our ability to obtain patents, licenses
and other intellectual property rights related to our production processes. To that end, we have
obtained certain patents, acquired patent
licenses and intend to continue to seek patents for our intellectual property.
As of December 31, 2024, we held 272 patents in force. We have
entered into various patent and other technology license agreements with technology companies,
including Synopsys, ARM, Cadence, Mentor
Graphics and others, under which we have obtained rights to additional technologies and intellectual property.
We constantly seek to strengthen our technological expertise through
relationships with technology companies. We seek to expand our core strengths in CMOS
image sensors, non-imaging sensors, embedded flash,
power management, AI, RF, SiGe, MEMS, mixed-signal and Silicon Photonics (SiPho) technologies by continuous
development in these areas
and wherever possible, patent our new developments on a continuous basis.
Our ability to compete depends on our ability to operate without
infringing upon the proprietary rights of others. The semiconductor industry is generally
characterized by frequent litigation over patents
and other intellectual property rights. Like many companies in the semiconductor industry, we have from time to time
received communications
from third parties asserting that their patents cover certain of our technologies or alleging infringement of intellectual property rights.
We expect
that we will receive similar communications in the future. Irrespective of the validity or the successful assertion of such
claims, we could incur significant costs and devote
substantial management resources in defending such claims.
To partially mitigate the risk of patent litigation, we entered
into License on Transfer (LOT) agreements with three leading companies in the semiconductor industry.
These agreements provide protection
against patent infringement claims from non-practicing entities (NPEs), ensuring that any patents transferred by these industry leaders
to
such entities cannot be asserted against us.
DESIGN ENABLEMENT
To better serve our customers’ design needs using our specialty
foundry technologies, we have entered into agreements with leading providers of physical design
libraries, mixed-signal and non-volatile
memory design components. These components, such as standard cells, interface input-output (I/O) cells, software compilers for on-
chip
embedded memory arrays, mixed-signal and non-volatile memory design blocks, device modeling, and automated design verification, are basic
design building blocks.
For optimal performance, all of these components must be customized to work with our operational processes. These
pre-validated components may be incorporated into
specific aspects of our customers’ chip designs.
We interact closely with customers throughout the design development
and prototyping process to assist them in the development of high-performance, low-power
consumption semiconductor designs and reducing
their final die cost through die size reductions and integration. We provide engineering support and services, as well as
operational
process support, to accelerate our customers’ design and qualification process so that our customers can achieve faster time to
market. We collaborate with
Cadence Design Systems, Inc., Synopsys, Inc., Siemens EDA, Keysight Technologies and other suppliers of design
automation tools, and license standard cells, I/O and
memory technologies from ARM, Synopsys, Inc., and other leading providers of physical
intellectual property components. Through these relationships, we enable our
customers to simulate the behavior of their design in our
processes using standard design automation tools.
34
The applications for which our specialty process technologies are
targeted present challenges that require extensive simulation models and design verification tools.
We provide these models as an integral
part of our design enablement platform, embedded within a software package called the Process Design Kit (PDK). At the initial
design
stage, our customers’ internal design teams use the proprietary PDK that we have developed to design products that can be successfully
and cost-effectively used with
our specialty process technologies. These PDKs allow our customers to quickly simulate the performance
of a semiconductor design with our processes, enabling them to
refine their product design to ensure alignment with our processes. Our
device engineers, who have significant experience with analog and mixed-signal semiconductor
design and operations, work closely with
our customers’ design teams to provide design advice and help them optimize their designs for our processes and their performance
requirements.
After the initial design phase, we offer a multi-project wafer
service to facilitate the early and rapid use of our specialty process technologies, which allows them to
gain early access to actual
samples of their designs. Under this service, we schedule periodic multi-project wafer runs in which we collect several customers’
designs into a
single mask set, providing our customers with an opportunity to reduce the cost and time required to test their designs.
Our design enablement team helps customers
accelerate the design-to-silicon process and enhances first-time silicon success by providing
them with the necessary design resources and capabilities, including accurate
device models, rich PDKs, silicon-proven Electrostatic Discharge
(ESD) protection structures and I/Os, special design rules per application and technical support. Our design
support can assist in all
or part of the design flow. Our in-depth knowledge of the fab and processes provides a substantive and competitive advantage for our customers,
for
example when time to market is critical (our design support reduces the number of required runs) or when implementing designs that
reach technology boundaries.
Additionally, our IP and design services can help alleviate some of the challenges that our customers face,
providing the specific skills and expertise critical for quick and
successful implementation of their design in our fabs.
We believe that our circuit design expertise and our ability to
accelerate our customers’ design cycle while reducing their design costs represent one of our notable
competitive strengths.
JAZZ SEMICONDUCTOR TRUSTED FOUNDRY
For purposes of our U.S. aerospace and defense business, Tower
and Tower NPB have worked with the Defense Counterintelligence Security Agency of the United
States Department of Defense (“DCSA”)
to mitigate concerns about foreign ownership, control or influence over the operations in Fab 3. To protect against potential
unauthorized
access to trusted and classified materials and information, Jazz Semiconductor Trusted Foundry (“JSTF”) was established as
a subsidiary of Newport Fab LLC,
which is directly held by NPB Co., and the possession of trusted and classified information is restricted
to JSTF. JSTF maintains facility security clearance (which is currently
limited but may be remediated) and Trusted Foundry accreditation
status.
C. ORGANIZATIONAL STRUCTURE
The legal name of our company is Tower Semiconductor Ltd. Tower was incorporated under
the laws of the State of Israel in 1993.
Tower directly operates our Fab 2 facility in Israel.
Tower’s wholly-owned subsidiary, US Holdings Inc., owns all
of the shares of Tower Semiconductor NPB Holdings, Inc., which owns all of the shares of Tower
Semiconductor Newport Beach, Inc. (all
three companies are incorporated in Delaware), which operates our Fab 3 facility located in Newport Beach, California.
35
Tower holds a 51% equity stake in Tower Partners Semiconductor
Co., Ltd., incorporated in Japan (Nuvoton Technology Corporation Japan holds the remaining
49% stake), which operates the Uozo E and Tonami
CD fabs located in Japan.
Tower’s wholly-owned subsidiary, Tower US Holdings Inc.,
also owns all of the shares of Tower Semiconductor San Antonio, Inc., incorporated in Delaware, which
operates our Fab 9 facility located
in San Antonio, Texas, US. In addition, Tower will have access to a 300mm capacity corridor at Intel’s facility in New Mexico,
the United
States, after the necessary equipment is purchased and installed and the corridor is qualified for production.
Tower’s wholly-owned subsidiary, Tower Semiconductor Italy
S.r.l., incorporated in Italy, shares capacity with ST in a 300mm facility owned by ST located in
Agrate, Italy.
D. PROPERTY, PLANTS AND EQUIPMENT
WAFER FOUNDRY FACILITIES
We process semiconductor wafers at six facilities: Fab 2 facility
in Israel, Fab 3 in Newport Beach, California in the U.S., TPSCo’s two fabs (Uozo E and Tonami
CD) in Japan, Fab 9 in San Antonio,
Texas, USA, and TSIT’s Fab10 in Agrate, Italy, in which we share capacity with ST in a 300mm fabrication facility established by
ST. In
addition, under an agreement we entered into in September 2023, Tower has access to a 300mm capacity corridor at Intel’s
facility in New Mexico, U.S., referred to as Fab
11, for which the necessary equipment is being ordered, and once fully installed, it
will be qualified for production.
The capacity in each of our facilities at any particular time varies
based on the combination of the processes being used and the wafer mix being processed at such
time. Therefore, capacity may be significantly
lower at certain times as a result of certain combinations that may require more processing steps than others. We have the
ability to
rapidly change the mix of processes in use in order to respond to changing customer needs and to maximize utilization of the fab. In general,
capacity increases have
been achieved through the addition of equipment, improvement in equipment utilization, and the reconfiguration
and expansion of existing clean room areas.
Capital expenditures in 2024 and 2023 were $432 million and $432
million, respectively, net of proceeds from sale of equipment and fixed assets of $5 million and
$12 million, respectively.
Fab 1
We acquired our Fab 1 facility in Migdal Haemek, Israel, from National
Semiconductor in 1993, which had operated the facility since 1986. We occupy the facility
under a long-term lease from the Israel Lands
Authority which expires in 2032 During the first quarter of 2025, in response to anticipated changes in market dynamics and
customer demand,
we discontinued the lower-margin legacy 150mm process flows, ceased operations in Fab 1 and consolidated certain strategic flows into
Fab 2, also
located in Israel, in order to streamline our production processes and enhance our overall efficiency. The Fab 1 facility
includes an approximately 51,900 square foot area
capable of being used as a special “clean room.” Fab 1 supported geometries
ranging from 1.0 micron to 0.35 micron.
Fab 2
In 2003, we commenced operations in Fab 2, also located in Migdal
Haemek, Israel. Fab 2 supports geometries ranging from 0.35 to 0.13-micron, using advanced
CMOS technology, including CMOS image sensors,
embedded flash, advanced analog, RF SOI, power platforms and mixed-signal technologies. The overall clean room area
in Fab 2 is approximately
100,000 square feet. We have invested significantly in the purchase of fixed assets, primarily in connection with the construction of
Fab 2,
technological advancement and capacity expansion. The land on which Fab 2 is located is subject to a long-term lease from
the Israel Lands Authority that expires in 2049.
36
Fab 3
NPB Co.’s facility, Fab 3, is located in Newport Beach, California.
Fab 3 supports geometries ranging from 0.80 to 0.13-micron. The facility comprises 320,000
square feet, including 120,000 square feet
of overall clean room area.
NPB Co. leases its facility under a lease agreement that was initially
in effect until March 2022, and provided NPB Co. an option, at its sole discretion, to extend the
lease for an additional five-year period,
which NPB Co. exercised, extending the lease through March 2027. Under the lease agreement as currently in effect, (i) NPB Co.
pays fixed
base rent and certain expenses incurred by the landlord in respect of the leased premises, including property taxes, building insurance
and common area
maintenance; and (ii) the lease agreement includes certain obligations of the parties, including certain noise abatement
actions, in relation to the facility. The landlord has
made claims that NPB Co.’s noise abatement efforts are not adequate under
the terms of the amended lease and has sought a judicial declaration that NPB Co. has committed
a material non-curable breach of the lease
and that, in accordance with the lease, the landlord would be entitled to terminate the lease. NPB Co. does not agree and is
disputing
these claims.
In the absence of an agreement to acquire the property or an extension
of the lease agreement beyond March 2027, alternative solutions would need to be
implemented to meet customer demand for capacity at Fab
3, including through cross qualification of process technologies at our other fabs. To that end, we would need to
invest significant
amounts to acquire process equipment tools to increase the capacity and capabilities in certain of our other fabs, primarily Fab 2, Fab
7 and Fab 9, for
certain of our technologies that currently are processed by Fab 3, such as SiGe and SiPho, aiming to qualify the required
tools and technologies in such fabs prior to the end
of the Fab 3 lease. See “Item 3. Key Information—D. Risk Factors—Risks
Affecting Our Business— Risks relating to the Fab 3 lease could harm our business, operations
and financial results.”
Uozu E Tonami CD and Arai E Fabs
In 2014, we acquired a 51% equity stake in TPSCo, a company initially
formed by Panasonic Corporation to provide foundry wafer services to Panasonic and other
third-party customers, using three factories
(Uozu E, Tonami CD and Arai E) located in Hokuriku, Japan, established by Panasonic. Pursuant to the transaction, Panasonic
transferred
its capacity tools (8 inch and 12 inch) at these three fabs to TPSCo. These fabs support geometrics down to 65 nanometer. The fabs’
land and buildings are leased
by PSCS (now named NTCJ) to TPSCo, under a long-term capital lease, with a term until March 2032. As part
of the TPSCo agreements, at the request of Panasonic
(through PSCS; since 2020, named NTCJ), the operations in Japan were reorganized
and restructured such that the Arai factory, which solely supported NTCJ and did not
serve Tower or TPSCo’s foundry customers, ceased
operations effective July 2022. The Uozu and Tonami facilities remain unchanged.
An earthquake in January 2024 caused temporary disruptions at the
Uozu and Tonami facilities, but operations have since fully recovered.
Fab 9
During 2016, we acquired Fab 9 located in San Antonio Texas, U.S.
from Maxim. The assets and related business that we acquired from Maxim are held and
conducted through a wholly-owned U.S. subsidiary,
Tower SA. Fab 9 supports process geometries ranging from 0.18 to 0.8 micron for the processing of products using
CMOS and analog based
technologies. Under the terms of the acquisition agreement, until the termination or expiration of the supply agreement entered into between
Maxim
and Tower SA, Maxim has a right of first offer to re-purchase Fab 9 in the event Tower or any of its subsidiaries sell, transfer,
dispose of, cease the operations of, close,
transfer or relocate Fab 9, or if Tower or its operations at Fab 9 become subject to a petition
of bankruptcy or liquidation.
37
Fab 10
In June 2021, we entered into an agreement with ST to share, under
a collaborative arrangement, a 300mm facility being constructed by ST in Agrate, Italy,
following which TSIT, a wholly-owned Italian subsidiary
of Tower, was incorporated. TSIT and ST share the cleanroom space and facility infrastructure, and TSIT has the
right to use one-third
of the installed capacity for its foundry customers, which we refer to as “Fab 10.” As part of the qualification and
ramp-up process, TSIT acquired and
installed certain of its own equipment in the Agrate facility and developed certain processes and technologies.
The comprehensive qualification process was completed during
the fourth quarter of 2024, following which volume production and operations,
which are managed by ST, commenced.
Fab 11
In September 2023, we entered into an agreement with Intel under
which we will have access to a 300mm capacity corridor at Intel’s facility in New Mexico, U.S.,
which we refer to as “Fab
11.” The corridor is currently in the initial equipment procurement and installation phase and is not yet qualified for production.
ENVIRONMENTAL, SAFETY AND QUALITY MATTERS AND
CERTIFICATIONS
We prioritize achieving and maintaining high quality standards.
All our facilities are ISO 9001 certified, an international quality standard that provides guidance to
achieve an effective quality management
system. In addition, all our facilities are IATF16949 certified, a stringent automotive quality standard.
Our operations are subject to a variety of laws and governmental
regulations relating to the use, storage, discharge and disposal of toxic or otherwise hazardous
materials used in our processes. Failure
to comply with these laws and regulations could subject us to material costs and liabilities, including costs to clean up contamination
caused by our operations. All of our facilities are ISO 14001 certified, an international standard that provides management guidance on
how to achieve an effective
environmental management system. Risks have been evaluated and mitigation plans are in place to prevent and
control accidental spills and discharges. Procedures have also
been established at all our locations to ensure that any such potential
situations are properly addressed. Our environmental management system assists in evaluating
compliance with applicable environmental
laws and regulations and establishes loss prevention and control measures. In addition, our facilities are subject to strict regulations
and periodic monitoring by governmental agencies.
For safety, all of our facilities are OHSAS/ISO 45001 certified,
an international occupational health and safety standard that provides guidance to achieve an
effective health and safety management system.
Our health and safety standard management system assists in evaluating compliance with applicable health and safety laws
and regulations
and establishes preventative and control measures.
Our goal in implementing OHSAS 45001, ISO 14001, ISO 9001 and IATF16949
systems is to continually improve our environmental, health, safety, and quality
management systems.
In addition, we are committed to an ESG program focused on social
contribution and sustainability through different initiatives and activities. We have issued a
dedicated report on our ESG policies, including
our strategy and long-term plan. We engage in voluntary initiatives (such as disclosures, certifications, and improvement
goals,
among others) to increase our company’s contribution to society and our environment.
ITEM
4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information contained in this section should be read in conjunction
with our audited consolidated financial statements and the related notes thereto contained in
this annual report. Our financial statements
have been prepared in accordance with U.S. GAAP. The following discussion and analysis may contain forward-looking
statements that involve
risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these
forward-looking
statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk
Factors” and elsewhere in this annual report.
A. OPERATING RESULTS
OVERVIEW
We are a pure-play independent specialty foundry dedicated to providing
wafers and engineering services based on the design specifications of our customers. As a
pure-play foundry, we do not offer products
of our own. We currently offer process technology geometries of 0.35, 0.18, 0.16 and 0.13 -micron on 200-mm wafers; and 90
nanometer,
65 nanometer on 300-mm wafers. We also provide design support and complementary technical services. Our customers and/or our customers’
customers use our
wafers in their end products, which are sold to and/or used in diverse markets, including consumer applications, personal
computers, communications, handsets and
smartphones, automotive, industrial, aerospace and medical devices. The technology platforms that
we offer are focused on the mega trends of seamless connectivity, green
everything and interactive smart systems.
For the year ended December 31, 2024, our revenues were derived
from customers located around the globe, of which 42% were located in the United States, 16% in
Japan, 33% in Asia (excluding Japan) and
9% in Europe, as compared to 46%, 17%, 27% and 10%, respectively, for the year ended December 31, 2023.
For the year ended December 31, 2024, 13% of our revenues were
derived from NTCJ, 27% of our revenues were derived from an additional four customers, each
comprising between 3% to 11% of our revenues,
and the remaining 60% of our revenues were derived from many other smaller customers, as compared to 14% derived from
NTCJ, 30% derived
from an additional four customers, each comprising between 3% to 9% of our revenues, and the remaining 56% derived from many other smaller
customers for the year ended December 31, 2023.
In order to attract and retain our customers, in 2024 and 2023,
we made gross investments of $436 million and $445 million respectively, in property and equipment
across our fabs in Israel, Italy, the
United States and Japan.
38
KEY FACTORS AFFECTING
OUR RESULTS
The following are key factors that impact our results of operations:
Ability to attract and retain customers.
We are a trusted, customer-oriented service provider that has built
a solid reputation in the foundry industry for over thirty years. We have built strong relationships
with customers. Our consistent focus
on providing high-quality, value-added services, including engineering and design support, has allowed us to attract customers that seek
to work with a proven provider of foundry solutions. Our emphasis on close collaboration with customers and accelerating time-to-market
and performance of their next-
generation products has enabled us to maintain a high customer retention rate, while increasing the number
of new customers and products.
We continuously aim to expand our capacity footprint and business
by addressing the future needs of our existing customers and attracting new customers that will
utilize our existing facilities, some
of which have recently undergone further capacity expansion projects. Additionally, we seek to acquire external capacity through
acquisitions
of existing fabs or establishing new fabs, as we have done in the past, independently or through third-party collaborations, utilizing
existing resources or
additional funding (which may include cash, equity or in-kind investment). We also offer a wide range of support
services for the establishment of new facilities or the ramp-
up of existing facilities owned by third parties, using our technological,
operational and integration expertise, for which we receive payments based on the achievement of
pre-defined milestones and may also be
entitled to certain capacity allocation and other rights.
Design wins with new and existing customers.
We work with our customers and potential customers to understand
their product roadmaps and strategies. We consider design wins to be critical to our future
success. We define a design win as the successful
completion of the evaluation stage, where a customer has verified that our platform process meets its requirements and
qualified our libraries
and IPs for their products. The revenue generated from each design win can vary significantly. Our long-term sales expectations are based
on forecasts
from customers, internal estimates of customer demand, factoring in expected time to market for end-customer products incorporating
our products and associated revenue
potential, and internal estimates of overall demand based on historical trends.
Selling prices and operating costs.
Our gross and operating margin is influenced by various factors,
including the market demand for semiconductor wafers, pricing changes, shipment volumes, new
product introductions, changes in product
mixes, changes in the purchase price of raw materials, including silicon starting material wafers and yields. In general, newly
introduced
products and products with higher performance and more features tend to be priced higher than older, more mature products. Average selling
prices in the
semiconductor industry typically decline as products mature. Consistent with this historical trend, we expect that the average
selling prices of our products will decline as
they mature. In the normal course of business, we will seek to offset the effect of declining
average selling prices on existing products by reducing operating costs and
introducing new and higher value-add products. Newly introduced
fabs are increasing our operating costs while selling price and manufacturing volume may not be sufficient
to cover them entirely.
If we are unable to maintain overall average selling prices or offset any declines in average selling prices with realized savings on
our operating costs,
our gross margin will decline.
39
Investment in capacity growth.
We have invested, and intend to continue to invest, in expanding
our capacity, developing products to support our growth and expanding our infrastructure. For
example, in 2021 we entered into an agreement
with ST to share 300mm clean room space in Italy, for which we purchased a significant amount of equipment tools. In
September 2023, we
entered into an agreement with Intel under which Tower will have access to a 300mm capacity corridor at Intel’s facility in New
Mexico, U.S. In
accordance with the agreement, Tower is investing up to $300 million in equipment and other assets to be owned by
Tower and installed and qualified for Tower processes at
Intel’s facility. We continue to explore additional capacity opportunities
and investments, which may require us to use a significant portion of our cash. We may want and/or
need to raise additional funds for
these investments by way of debt and/or equity offerings, which funds may not be available on reasonable terms, if at all, due to unfavorable
capital market conditions, and may require consents that we may not be able to obtain. We plan to continue to invest in our capacity expansion
initiatives and existing and
new operational capabilities throughout the world through significant capital expenditure, and the return
on these investments may be lower than we expect and these
investments may significantly reduce our net profit and cash balance, and require
us to raise additional funds by way of debt or equity offerings. In addition, as we invest in
expanding our operations into new areas
globally, our business and results will become further subject to the risks and challenges of operations in those locations, including
potentially higher fixed costs and operating expenses, the potential impact of legal and regulatory developments, and high depreciation
of fixed assets, all of which may
reduce our profitability.
New Accounting Pronouncements
For recently issued accounting pronouncements, see Note 2X and
Note 2Y to our annual financial statements included herein.
RESULTS OF OPERATIONS
For a discussion of our results of operations for the year ended
December 31, 2022, including a year-to-year comparison between 2023 and 2022, refer to Item 5.
“Operating and Financial Review and
Prospects” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 22, 2024.
You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with the financial statements and the related
notes thereto included in this annual
report. The following table sets forth certain statement of operations data as a percentage of total revenues for the years indicated.
Year ended December 31,
2024
2023
Statement of Operations Data:
Revenues
100%
100%
Cost of revenues
76.4
75.2
Gross profit
23.6
24.8
Research and development expense
5.5
5.6
Marketing, general and administrative expense
5.2
5.1
Restructuring gain from sale of machinery and equipment, net
--
(3.7)
Restructuring expense (income), net
(0.4)
1.3
Merger-contract termination fee, net
--
(22.0)
Operating profit
13.3
38.5
Financing income, net
3.5
2.1
Other income (expense), net
(1.7)
0.5
Profit before income tax
15.1
41.1
Income tax expense, net
(0.7)
(4.6)
Net profit
14.4
36.5
Net loss (profit) attributable to non-controlling interest
0.1
(0.1)
Net profit attributable to the Company
14.5%
36.4%
40
Year ended December 31,
2024 compared to year ended December 31, 2023
Revenues for the year ended December 31, 2024 amounted to $1,436.1
million, as compared to $1,422.7 million for the year ended December 31, 2023, reflecting a
$13.4 million, or 1%, year over year
revenue increase.
Cost of revenues for the year ended December 31, 2024 amounted
to $1,096.7 million as compared to $1,069.2 million for the year ended December 31, 2023. The
$27.5 million increase in cost of revenues
reflects a 2.6% year over year cost increase, mainly due to higher depreciation and manufacturing costs.
Gross profit for the year ended December 31, 2024 amounted to $339.4
million as compared to $353.5 million for the year ended December 31, 2023. The $14.1
million decrease in gross profit resulted from the
$27.5 million, or 2.6%, increase in cost of revenues, net of the $13.4 million, or 1%, increase in revenues, as described
above.
Research and development expenses for the year ended December 31,
2024, amounted to $79.4 million, as compared to $79.8 million for the year ended December
31, 2023, reflecting less than a 0.5% decrease
year over year.
Marketing, general and administrative expenses for the year ended
December 31, 2024 amounted to $75.0 million, reflecting 5.2% of revenues, as compared to
$72.5 million for the year ended December 31,
2023, reflecting 5.1% of revenues.
Restructuring gain from sale of machinery and equipment, net, for
the year ended December 31, 2023 amounted to $52.2 million and resulted from the gain on sale
of machinery and equipment, net, to third
parties following the reorganization and restructuring of our Japan operations during 2022, as described in Note 13B(2) to our
financial
statements for the year ended December 31, 2024.
Restructuring income, net, for the year ended December 31, 2024
amounted to $6.3 million, as compared to $19.7 million restructuring expense, net, for the year
ended December 31, 2023, resulting from
the reorganization and restructuring of our Japan operations executed during 2022, as described in Note 13B(2) to our financial
statements
for the year ended December 31, 2024.
Merger-contract termination fee, net, for the year ended December
31, 2023 amounted to $313.5 million, net of associated fees, and was paid to the Company by
Intel following the announced termination
of the merger agreement, as described in Note 1 to our financial statements for the year ended December 31, 2024. There was no
merger-contract
termination fee, net, for the year ended December 31, 2024
Operating profit for the year ended December 31, 2024 amounted
to $191.3 million as compared to $547.3 million for the year ended December 31, 2023. The
$356.0 million decrease in operating profit
resulted mainly from the $313.5 million merger-contract termination fee, net, and the $52.2 million restructuring gain from the
sale of
machinery and equipment, net, recorded during the year ended December 31, 2023, as well as the $14.1 million decrease in gross profit
for the year ended December
31, 2024, partially offset by the $26.0 million increase in restructuring income, net, as described above.
41
Financing income, net, for the year ended December 31, 2024 amounted
to $50.8 million as compared to $30.5 million for the year ended December 31, 2023. The
$20.3 million increase in financing income, net,
is primarily due to higher interest income on increased bank deposits.
Other expense, net, for the year ended December 31, 2024, amounted
to $24.7 million as compared to other income, net, of $7.0 million for the year ended
December 31, 2023. Other income (expense), net,
primarily includes non-recurring, non-operational items, such as gains from the sale of investments in privately held
companies and gains
(losses) from the sale of unused machinery and equipment.
Income tax expense, net, for the year ended December 31, 2024 amounted
to $10.2 million as compared to $65.3 million for the year ended December 31, 2023. The
$55.1 million decrease in income tax expense,
net, is primarily due to a $367.4 million decrease in profit before income tax for the year ended December 31, 2024 as
compared to the
year ended December 31, 2023, which mainly resulted from the $313.5 million merger-contract termination fee, net included in operating
profit for the year
ended December 31, 2023, as described above.
Net profit for the year ended December 31, 2024 amounted to $207.2
million as compared to $519.5 million for the year ended December 31, 2023. The $312.3
million decrease in net profit is primarily due
to the decrease in operating profit (in connection with the merger-contract termination fee received in 2023), partially offset by
the decrease in income tax expense, net, described above.
Net loss attributable to non-controlling interest for the year
ended December 31, 2024 amounted to $0.6 million as compared to net profit attributable to non-
controlling interest of $1.0 million for
the year ended December 31, 2023. The $1.6 million decrease resulted from a $3.4 million decrease in the net profit of TPSCo, in
which
we hold 51%.
Net profit attributable to the Company for the year ended December
31, 2024 amounted to $207.9 million as compared to $518.5 million for the year ended
December 31, 2023. The $310.6 million decrease in
net profit attributable to the Company is mainly due to the decrease in net profit of $312.3 million, offset by the $1.6
million decrease
in net profit attributable to non-controlling interest, as described above.
Impact of Currency Fluctuations
We currently operate in four different regions: the United States,
Japan, Israel and Italy. The functional currency of our entities in the United States, Israel and Italy is
the USD. The functional currency
of our operations in Japan is the JPY. Our expenses and costs are denominated mainly in USD, JPY, NIS and Euro, revenues are
denominated
mainly in USD and JPY, and cash from operations, investing and financing activities are denominated mainly in USD, JPY and NIS.
Therefore, we are exposed
to the risk of currency exchange rate fluctuations in Japan, Israel and Italy.
The majority of TPSCo’s revenues are denominated in JPY and
the majority of TPSCo’s expenses and costs are denominated in JPY, which limits the exposure to
fluctuations of the USD-to-JPY exchange
rate on TPSCo’s results of operations. In order to mitigate a portion of the net exposure to the USD-to-JPY exchange rate, we have
engaged in cylinder hedging transactions to contain the currency’s fluctuation within a pre-defined, fixed range. During the year
ended December 31, 2024, the USD
appreciated against the JPY by 10.7%, as compared to 7.2% appreciation during the year ended December
31, 2023. The net effect of USD appreciation against the JPY on
TPSCo’s assets and liabilities denominated in JPY is presented in
the Cumulative Translation Adjustment (“CTA”) as part of Other Comprehensive Income (“OCI”) on the
balance sheet.
42
The cost of the Company’s operations in USD in Israel is
influenced by changes in the USD-to-NIS exchange rate, with respect to expenses and costs that are
denominated in NIS. During the
year ended December 31, 2024, the USD appreciated against the NIS by 0.6%, as compared to 3.1% appreciation during the year ended
December
31, 2023. Appreciation of the NIS may increase the costs, in USD terms, of the Israeli facility, such as utilities, taxes and labor
costs that are denominated in NIS,
which may lead to erosion of profit margins. We use foreign currency cylinder and forward transactions
to hedge a portion of this currency exposure and maintain it within a
pre-defined fixed range.
The cost of our operations in Italy in USD is influenced by changes
in the USD-to-Euro exchange rate, with respect to expenses and costs that are denominated in
Euro. During the year ended December
31, 2024, the USD depreciated against the Euro by 5.9%. This exposure is partially mitigated and maintained within a pre-defined
fixed
range through foreign currency cylinder and forward transactions which we are engaging in.
B. LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2024, we had an aggregate of $271.9 million
in cash and cash equivalents, as compared to $260.7 million as of December 31, 2023. The main
cash items during the year ended December
31, 2024 were as follows: $448.7 million, net, cash provided by operating activities; $431.7 million invested in property and
equipment,
net; $31.9 million proceeds from sales of short-term deposits and marketable securities, net; and $32.5 million debt repaid, net.
Short-term and long-term debt as presented in the balance sheet
as of December 31, 2024 amounted to $48.4 million and $132.4 million, respectively, and includes
loans, operating leases and capital leases.
Based on our current operations and expected short term growth,
our cash generated from operations, our current and expected available lease lines with third-party
leasing companies and our existing
balance of cash and deposits, we have sufficient resources to meet our cash needs for operating activities and capital expenditures for
our
existing fabs, equipping the facility in Agrate, Italy and the capacity corridor at Intel’s New Mexico fab, as well as the repayment
of our debt in the short term and long term.
If we execute an acquisition transaction(s), or a joint partnership
or another large transaction to expand our capacity, including for the funding of equipment for
further expansion of the facility established
by ST in Agrate, Italy, acquiring leased assets and/or acquiring and/or establishing additional fabs and/or capacity through other
capacity
acquisition related transactions, we may utilize our current cash balance and deposits and/or may be required to secure additional financing,
including by way of
public or private offerings of equity and/or debt and/or re-financing or other financing alternatives. The timing,
terms, size and pricing of any future fundraising, if any, would
be subject to the then-prevailing capital market conditions and our business
and financial situation, as well as the need to obtain certain regulatory and other consents. There
is no assurance that we would be able
to obtain the necessary consents and/or funding in a timely manner, in sufficient amount or on favorable terms. See “Item 3. Key
Information—D. Risk Factors—Risks Affecting Our Business— We may be required to obtain
financing for capacity acquisition related transactions, strategic and/or other
growth or M&A opportunities, which we may not be able
to obtain.”
43
Recent Financing Transactions
Capital Leases
Certain of our subsidiaries enter into capital lease agreements,
from time to time, for machinery and equipment, usually for a period of four years, with an option to
buy the machinery and equipment
after a period of between three to four years from the start of the lease period. These lease agreements contain annual interest rates
of
approximately 2%, and the assets under the lease agreements are pledged to the lender until the time at which the respective subsidiary
acquires the assets. The obligations
under the capital lease agreements are guaranteed by Tower, except for TPSCo’s obligations
under its capital lease agreements.
In addition, TPSCo leases its facilities and buildings in Japan
from NTCJ under a long-term capital lease, with a term until March 2032.
As of December 31, 2024 and 2023, the total outstanding capital
lease liabilities for fixed assets were $73.5 million and $118.3 million, respectively, of which $24.8
million and $40.3 million, respectively,
were included under current maturities of long-term debt. The available lease lines as of December 31, 2024 and 2023 were
approximately
$10 million and $45.0 million, respectively.
Loans from Japanese Financial Institutions
In December 2021, TPSCo refinanced its then existing loan with
an 11 billion JPY (approximately $70 million as of December 31, 2024) asset-based loan with a
consortium of financial institutions consisting
of (i) JA Mitsui Leasing, Ltd., (ii) Mitsubishi HC Capital Inc., (iii) Taishin International Bank Co., Ltd. Tokyo Branch, and (iv)
BOT
Lease Co. Ltd. (the “2021 JPY Loan”). The 2021 JPY Loan carries a fixed interest rate of 1.95% per annum with principal payable
in seven semiannual payments from
December 2024 until December 2027. The 2021 JPY Loan is secured mainly by a lien over the machinery
and equipment of TPSCo located in the Uozu and Tonami
facilities.
In September 2023, TPSCo entered into a term loan agreement with
JA Mitsui Leasing Ltd. for an additional 3.5 billion JPY (approximately $22 million as of
December 31, 2024) term loan (the “2023
JPY Loan”). The 2023 JPY Loan carries a fixed interest rate of 1.95% per annum with principal payable in seven semiannual
payments
from September 2024 until September 2027. The 2023 JPY Loan is secured by a second lien over the machinery and equipment of TPSCo located
in the Uozu and
Tonami facilities.
In December 2024, TPSCo entered into an agreement with certain
of its lenders to refinance the 2021 JPY Loan and 2023 JPY Loan with a new 14.5 billion JPY
(approximately $92 million as of December
31, 2024) asset-based loan (the “2024 JPY Loan” and together with the 2021 JPY Loan and 2023 JPY Loan, the “JPY Loans”).
As of December 31, 2024, 12.5 billion JPY (approximately $79 million) of the 2024 JPY Loan was drawn, of which 11.5 billion JPY (approximately
$73 million) was used to
repay part of the 2021 JPY Loan and 2023 JPY Loan, and 3 billion JPY (approximately $19.0 million) remained outstanding
under the 2021 and 2023 JPY Loans. As a result,
a total principal amount of 15.5 billion JPY (approximately $100 million) was outstanding
under all of the JPY Loans as of December 31, 2024.
In accordance with the terms of the 2024 JPY Loan agreement, during
the first half of 2025, (i) the 3 billion JPY (approximately $19 million) total principal amount,
which remained outstanding as of December
31, 2024 under the 2021 JPY Loan and 2023 JPY Loan, is scheduled to be repaid, and (ii) an amount of 2 billion JPY
(approximately $13
million), which remained available as of December 31, 2024 under the 2024 JPY Loan, is scheduled to be withdrawn.
The lenders under the 2024 JPY Loan are a consortium of financial
institutions consisting of (i) JA Mitsui Leasing, Ltd., (ii) Mitsubishi HC Capital Inc., and (iii)
BOT Lease Co. Ltd. The 2024 JPY Loan
carries a fixed interest rate of 2% per annum, with principal payable in seven semiannual payments from December 2027 to
December 2030.
The 2024 JPY Loan is secured mainly by a lien over the machinery and equipment of TPSCo located in the Uozu and Tonami facilities. The
2024 JPY Loan
contains certain financial ratios and covenants, as well as customary definitions of events of default and acceleration
of the repayment schedule. TPSCo’s obligations
pursuant to the 2024 JPY Loan are not guaranteed by Tower, NTCJ, or any of their
affiliates. As of December 31, 2024, TPSCo maintained compliance with all of the
financial covenants under the 2024 JPY Loan.
44
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES,
ETC.
Our research and development activities are related primarily to
our foundry process by way of improvements, upgrades and development, and have been sponsored
and funded by us, with some participation
by the Israeli government through the IIA pursuant to the Innovation Law. Our research and development expenses for the years
ended December
31, 2024, 2023 and 2022 were $79.4 million, $79.8 million and $83.9 million, respectively, net of government participation of $0.3 million,
$0.5 million and
$0.3 million, respectively.
For a description of our research and development policies and
our patents and licenses, see “Item 4. Information on the Company– B. Business Overview.”
D. TREND INFORMATION
We operate as a specialty foundry in the semiconductor industry.
The semiconductor industry is historically characterized as highly cyclical, both seasonally and
over the long term. Over time, the market
fluctuates, cycling through periods of weak demand, production excess capacity, excess inventory and price pressure, and periods of
strong
demand, full capacity utilization, and product shortages, commanding higher selling prices.
There is a trend within the semiconductor industry toward ever-smaller
features and growing wafer sizes. State-of-the-art digital fabs are currently supporting
process geometries of down to 3-7 nanometers
on 300mm wafers. As demand for smaller geometries increases, there is downward pressure on the pricing of larger geometry
products, and
potential underutilization of fabs that are limited to these larger geometry products, which may result in reduced profitability of those
associated fabs. However,
our strategy to focus on differentiated specialty analog technologies, along with our deep applications knowledge,
design enablement tools and customer technical support,
enable a portion of our wafers to be charged at higher wafer selling prices as
compared to “commoditized” standard products. We currently offer process geometries of (i)
0.18, 0.16, and 0.13 -micron on
200-mm wafers; and (ii) 65 nanometer on 300-mm wafers. We continue to invest in our portfolio of specialty process technologies and
intellectual
property (IP) to address the key product and system requirements of our customers, enabling them to compete in their respective markets.
Another key element of our strategy is to target multiple large,
growing and diversified end markets. We target end markets characterized by high growth and high
performance, for which we believe our
specialty process technologies and design services offer a strong, compelling value proposition to our customers. We focus on markets
driven by three industry mega-trends: “Green Everything”, “Wireless Everything”, and “Smart Everything”.
Our target markets include Artificial Intelligence and Data
Centers, the Internet of Things (IoT), machine-to-machine communication devices,
ultra-low power mobile applications, wireless and high-speed wireline communications,
consumer applications, automotive, medical and industrial
markets. For example, we believe our SiGe and silicon photonic technology can provide speed, power and cost
advantage over alternative
technologies for high-speed optical transceivers used for data communication in data centers, artificial intelligence clusters and network
infrastructure. We also believe that RF- SOI and SiGe process technologies can provide performance and cost advantages over GaAs
solutions in the realization of switches,
low noise amplifiers, and power amplifiers for wireless handsets and smartphones. Our power
management platforms enable the industry’s analog IC suppliers to differentiate
their product offerings in the markets we serve.
Our specialized CMOS image sensor platforms allow customers to fabricate ultra high sensitivity/low noise CIS products for
operation in
visible, near infra-red, ultra-violet and X-ray spectral ranges, and develop both ultra small-size cameras and large imagers occupying
the whole surface of a
200mm or even a 300mm wafer. We also target the rapidly growing non-visual sensor markets by developing specialized
sensors, in particular advanced integrated UV, gas
and BioFET sensors. In addition, we target the display markets utilizing micro OLED
on silicon, using our well established processes to create displays for the AR/VR
growing market.
45
We are also engaged in development of intellectual property for
enabling data processing using artificial intelligence based on our original device approaches by
using our patented memristor solutions
for emulating synapses in artificial neural networks. Our specialty products and target market strategy allow us to grow and diversify
our business by attracting new customers, which expands our customer base, and broadening our business with existing customers.
During recent years, we have accelerated our plans to expand our
capacity, including through our recent agreement with Intel under which Tower will have access to
a 300mm capacity corridor in Intel’s
facility in New Mexico, U.S. We are focused on successfully integrating all of our fabs globally and increasing the utilization of our
fabs, by attracting new customers and opportunities.
We seek to maintain capital efficiency by leveraging our operational
model and ensuring cost-effectiveness. With a global capacity footprint, including seven fabs
in three continents, we are
focused on sharing and applying best practices across the organization, to provide our customers with high quality solutions, along with
the
applications knowledge and technical support that allow them to benefit from a competitive edge in the market. Our geographical diversity
allows us to perform an internal
benchmark across global facilities to gain knowledge on work processes and methodologies, thereby ensuring
that we maintain a high level of operations across all facilities
at which we manufacture. Our global foothold also provides our customers
with flexibility and business continuity in terms of maximum opportunity for capacity availability.
Over the last several years, we have been constantly looking to
expand our presence in the global markets, penetrate new geographical areas, increase our served
markets and expand our technology offering
through business and development ventures.
This may also be accomplished through (i) establishment of new
facilities with third party collaboration and/or funding, (ii) mergers and acquisitions with potential
target facilities that may include
a solid base of customer demand to fill the increase in capacity, and/or (iii) development of technologies that may expand our servable
and/or
available market potential, and increase our revenue, customer base and margins. Such transactions are also beneficial as they
provide our customers with capacity
diversification and opportunity for additional growth through access to increased capacity. We continuously
evaluate potential acquisition opportunities and seek to secure
additional capacity. Our current cash balance and deposits may be used
to enable us to realize and execute on such opportunities, and we may require additional financing
through, among others, debt (including
convertible debt, bonds, notes or debentures) and/or equity issuances (including shares and warrants), in order to consummate such
opportunities
and/or fund our other operational and capital expenditure cash needs, as well as our strategy to expand our global footprint, capacity
and capabilities. During
2024, we continued to increase our investments in property and equipment to expand the capacities and capabilities
of our existing fabs, our shared fab in Italy, and our
capacity corridor in the New Mexico fab and also initiated an investment plan of
$350 million to create and/or increase capacity and capabilities for SiGe and SiPho in Fabs
2, 7 and 9.
E. CRITICAL ACCOUNTING ESTIMATES
Our financial statements are prepared in accordance with U.S. GAAP.
The preparation of these financial statements requires us to make estimates, assumptions and
judgments that affect the reported amounts
of assets, liabilities, revenue and expenses, as well as related disclosures. We evaluate our estimates, assumptions and judgments
on
an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe
to be reasonable under the
circumstances. Different assumptions and judgments would change the estimates used in the preparation of our
financial statements, which, in turn, could change the results
from those reported.
The critical accounting policies used in the preparation of our
consolidated financial statements that we believe were most affected by significant management
estimates and judgments are discussed below.
See Note 2 to the consolidated financial statements included elsewhere in this annual report for further information on all
significant
accounting policies that we used to prepare our consolidated financial statements.
46
Income Taxes
Our provision for income taxes is affected by income tax in a multinational
tax environment. The income tax provision is an estimate determined based on current
enacted tax laws and tax rates at each of our geographic
locations with the use of acceptable allocation methodologies based upon our organizational structure, our operations
and business mode
of work, resulting in applicable taxable income attributable to each of the locations we operate in.
For the year ended December 31, 2024, the consolidated provision
for income taxes was $10.2 million, as detailed in Note 18 to our financial statements.
In December 2021, the OECD released Pillar Two model rules, which
impose on large multinational corporations, with revenue above €750 million, a minimum
effective corporate income tax rate of 15%
in each jurisdiction in which they operate. As of December 31, 2024, the rules have been partially enacted in certain jurisdictions
in
which the Company operates, however they did not impact the Company financial statements, tax payments or liabilities. For all the periods
ended December 31, 2024, the
Company complied with the transitional safe harbor rules in each of its jurisdictions and it currently assumes
that it will be able to postpone the application of the rules for
periods that will commence after December 31, 2025.
ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Set forth below is information regarding our senior management
and directors as of April 15, 2025:
Officer
Senior Management Name
Age
Title(s)
A
Russell C. Ellwanger
70
Chief Executive Officer and Director of Tower, and Chairman of the Board of Directors
of its
subsidiaries Tower Semiconductor USA, Inc., Tower US Holdings, Inc., Tower
Semiconductor NPB Holdings, Inc., Tower Semiconductor
Newport Beach, Inc., Tower
Partners Semiconductor Co., Ltd., Tower Semiconductor San Antonio, Inc. and Tower
Semiconductor Italy, S.r.l.
B
Dr. Marco Racanelli
58
President
C
Oren Shirazi
55
Chief Financial Officer, Senior Vice President of Finance
D
Rafi Mor
61
Chief Operating Officer
E
Dr. Avi Strum
62
Chief Technology Officer
Director’s Name(*)
Age
Title
F
Amir Elstein
69
Chairman of the Board of Directors
G
Kalman Kaufman
79
Director
H
Dana Gross
57
Director
I
Ilan Flato
68
Director
J
Yoav Z. Chelouche
71
Director
K
Iris Avner
60
Director
L
Michal Vakrat Wolkin
53
Director
M
Avi Hasson
54
Director
N
Sagi Ben Moshe
45
Director
O
Carolin Seward
58
Director
______________
(*) Russell Ellwanger also serves as an ex-officio director;
his information is included under Senior Management above.
47
Senior Management
Russell C. Ellwanger has served as our Chief Executive Officer
since May 2005. Mr. Ellwanger has also served as a director since September 2016, and previously
served as a director between May 2005
and April 2013. Mr. Ellwanger serves as Chairman of the Board of Directors of our subsidiaries, Tower Semiconductor USA, Inc.,
Tower
US Holdings, Inc., Tower Semiconductor NPB Holdings, Inc., Tower Semiconductor Newport Beach, Inc., Tower Partners Semiconductor Co.,
Ltd., Tower
Semiconductor San Antonio, Inc. and Tower Semiconductor Italy, S.r.l. From 1998 to 2005, Mr. Ellwanger served in various
executive positions for Applied Materials
Corporation, including Group Vice President, General Manager of the Applied Global Services
(AGS), from 2004 to 2005, and Group Vice President, General Manager of the
CMP and Electroplating Business Group, from 2002 to 2004.
Mr. Ellwanger also served as Corporate Vice President, General Manager of the Metrology and Inspection
Business Group, from 2000 to 2002,
during which time he was based in Israel. From 1998 to 2000, Mr. Ellwanger served as Vice President of Applied Materials’
300-mm
Program Office, USA. Mr. Ellwanger served as General Manager of Applied Materials’ Metal CVD Division from 1997 to
1998 and from 1996 to 1997, Mr. Ellwanger
served as Managing Director of CVD Business Development, during which time he was based in Singapore.
In addition, Mr. Ellwanger held various managerial positions in
Novellus System from 1992 to 1996 and in Philips Semiconductors from 1980
to 1992.
Dr. Marco Racanelli has served as our President since November
2023. Prior to that, Dr. Racanelli served as Senior Vice President and General Manager of the
Analog Business Unit from December 2018
and as the Newport Beach Site Manager from April 2014. Dr. Racanelli serves as a board member of Tower Semiconductor
Newport Beach,
Inc. Prior to that, Dr. Racanelli served as Senior Vice President from June 2012 and General Manager, RF & High-Performance Analog
Business Group and
Aerospace & Defense Group from September 2008. Prior to that, Dr. Racanelli served as Vice President of Technology
& Engineering, and Aerospace & Defense General
Manager for Jazz Semiconductor. Prior to that, Dr. Racanelli held several positions
at Conexant Systems and Rockwell Semiconductor from 1996 in the area of technology
development, where he helped establish industry leadership
in SiGe and BiCMOS and MEMS technology and built a strong design support organization. Prior to Rockwell,
Dr. Racanelli worked at Motorola,
Inc., where he contributed to bipolar, SiGe and SOI development for its Semiconductor Products Sector. Dr. Racanelli holds a Ph.D. and
a
M.Sc. degree in Electrical and Computer Engineering from Carnegie Mellon University, and a B.Sc. degree in Electrical Engineering from
Lehigh University. Dr. Racanelli
holds over 35 U.S. patents.
Oren Shirazi has served as our Chief Financial Officer and
Senior VP Finance since November 2004. Mr. Shirazi serves as a board member of Tower Semiconductor
Newport Beach, Inc. Mr. Shirazi joined
us in October 1998, serving initially as vice controller and then as controller commencing in July 2000. Prior to joining us, Mr.
Shirazi
was employed as an audit manager in the accounting firm of Ratzkovski-Fried & Co., which merged into Ernst & Young (Israel). Mr.
Shirazi is a Certified Public
Accountant in Israel (CPA). Mr. Shirazi holds an MBA degree from the Graduate School of Business of Haifa
University with honors and a B.A. degree in economics and
accounting from Haifa University.
48
Rafi Mor has served as Chief Operating Officer of Tower since
August 2014. Mr. Mor serves as a board member of Tower Semiconductor Newport Beach, Inc.,
Tower Semiconductor NPB Holdings, Inc., Tower
Partners Semiconductor Co., Ltd., Tower Semiconductor San Antonio, Inc. and Tower Semiconductor Italy, S.r.l. Mr. Mor
served as
Chief Executive Officer of TowerJazz Japan from October 2011 until August 2014, after serving as Senior Vice President and General Manager
of Tower
Semiconductor Newport Beach, Inc. from September 2008. In October 2010, Mr. Mor was nominated to be the manager of our Newport
Beach Fab, in addition to his General
Manager role. Prior thereto, Mr. Mor served in Tower Semiconductor Ltd. as Vice President of Business
Development from April 2007, after serving as Vice President and
Fab 2 Manager from August 2005, and as Fab 1 Manager from March 2003.
From November 2000 to March 2003, Mr. Mor served as Senior Director of Process Device &
Yield of Fab 1. From 1998 to 2000, Mr. Mor
served as Director of Equipment Reliability & Support of Fab 1. Previously, Mr. Mor was employed by National Semiconductor
in various
engineering and management capacities. Mr. Mor holds M.A. and B.A. degrees in chemical engineering from Ben Gurion University.
Dr. Avi Strum has served as our Chief Technology Officer since
November 2023, in addition to his role of Senior Vice President and General Manager of the Sensors
and Displays Business Unit from 2018.
Dr. Strum has served as a member of the board of directors of TPSCo since 2019. Prior to that, Dr. Strum served as Vice President
and
General Manager of the Specialty Business Unit, Vice President of Europe Sales, Head of the Design Center in Netanya and Device and Integration
Department Manager.
Prior to joining Tower, Dr. Strum served as the President and COO of TransChip Inc. and from 1996 to 2001, he served
in various positions with Intel Corp., both in Israel
and the United States. From 1990 to 1996, Dr. Strum served as the R&D Manager
of SCD and was in charge of all the Infrared Detectors development in SCD. Dr. Strum
received his Ph.D. and B.Sc. degree in Electrical
Engineering from the Technion–- Israel Institute of Technology.
Directors
Amir Elstein has served as the Chairman of our Board since
January 2009. Mr. Elstein serves as a director of Teva Pharmaceutical Industries Ltd. and serves as
Chairman of the Israel Democracy
Institute. During 2010-2013, Mr. Elstein served as Chairman of the Board of Directors of Israel Corporation. Mr. Elstein was a member
of
Teva Pharmaceutical Industries senior management team from 2005 to 2008, where he ultimately held the position of the Executive Vice
President at the Office of the Chief
Executive Officer, overseeing Global Pharmaceutical Resources. Prior to that, Mr. Elstein was an
executive at Intel Corporation, where he worked for 23 years, eventually
serving as General Manager of Intel Electronics Ltd., an Israeli
subsidiary of Intel Corporation. Mr. Elstein received a B.Sc. degree in physics and mathematics from the
Hebrew University of Jerusalem
and M.Sc. degree in the Solid-State Physics Department of Applied Physics from the Hebrew University of Jerusalem. In 1992, Mr. Elstein
received his diploma of Senior Business Management from the Hebrew University of Jerusalem.
Kalman Kaufman has served as a director since 2005 and as
chairman of the Corporate Governance and Nominating Committee since January 2018. From 1994
until 2005, Mr. Kaufman served as Corporate
Vice President at Applied Materials. Between 2010 and 2012, Mr. Kaufman served as Chairman of the Management
Committee at Soltecture,
a Berlin-based solar manufacturing company. From 1985 until 1994, Mr. Kaufman served as President of KLA Instruments Israel, a company
he
founded, and prior to that, he served as General Manager of Kulicke and Soffa Israel. Mr. Kaufman currently serves as Chairman
of the board of directors of Invisia Inc. and
AgreeTech Inc., as well as a director at Blue Circle, an AI company. Mr. Kalman is
also Chair of the General Assembly of Kinneret Academic College and Chairman of the
Tzemach Kineret Development Corporation. Mr.
Kaufman holds engineering degrees from the Technion–- Israel Institute of Technology.
49
Dana Gross has served as a director since November 2008, as a member
of the Corporate Governance and Nominating Committee since January 2018, as a member
of the Compensation Committee since February 2013
and as Chair of the Compensation Committee since November 2020. In addition, Mrs. Gross has served as a director
on the board of
Tower Semiconductor Newport Beach, Inc., our wholly-owned subsidiary, since March 2009. Mrs. Gross has served as the Head of Strategic
Initiatives at
Fiverr International Ltd. since February 2022. Ms. Gross served as chief strategy officer of Prospera Technologies
Ltd., a Valmont company developing AgTech Data
solutions from 2021 until 2023, and previously served as its chief operating officer and
chief financial officer from 2017 until 2021. Mrs. Gross served as the chief financial
officer of eToro, a FinTech company that
developed a Social Investment network from 2014 to 2016, and the chief executive officer of bTendo, a start-up company that
developed
MEMS-based PICO projection solutions, from 2010 until it was acquired by ST Microelectronic in 2012. Mrs. Gross was a Venture Partner
at Viola Ventures, a
leading Israeli venture capital firm, from 2008 until 2010. From 2006 to 2008, Mrs. Gross was a Senior VP, Israel
Country Manager at SanDisk Corporation. From 1992 to
2006, Mrs. Gross held various senior positions at M-Systems, including Chief
Marketing Officer, VP Worldwide Sales, President of M-Systems Inc. (US subsidiary) and
chief financial officer, VP Finance and Administration.
In addition, Mrs. Gross has served on the board of directors and audit committee of Playtika Holding Corp. since
January 2022. Mrs.
Gross has also served on the board of directors and audit committee of SolarEdge Technologies, Inc. since July 2023, and as the chair
of its compensation
committee since November 2024. Mrs. Gross previously served as a director of M-Systems Ltd., Audiocodes Ltd.
and Power Dsine Ltd. Mrs. Gross holds a B.Sc. degree in
industrial engineering from Tel Aviv University and an M.B.A. degree from
San Jose State University.
Ilan Flato has served as a director since February 2009 (until
November 2016 as an external director, within the meaning of the Companies Law). Mr. Flato served
as chairman of the Compensation
Committee from February 2013 until October 2019 and since such time continues to serve as a member of the Compensation Committee.
Mr. Flato has served as a member of the Audit Committee since April 2009. Mr. Flato is classified by the Board of Directors as an audit
committee financial expert under
applicable SEC rules. Mr. Flato has served as President of The Association of Publicly Traded Companies
on the Tel Aviv Stock Exchange (“TASE”) since January 2012. In
addition, Mr. Flato has served as a board member of “Leumit”
Medical Service since March 2025 and as an independent director, chairman of the Audit Committee and
member of the compensation committee
of HUB Cyber Security Ltd. (NASDAQ CM: HUBC) since April 2023. Since 2011, Mr. Flato was previously a member of the Israel
Bar Association.
From 2009 until 2018, Mr. Flato served as a director in two Provident Funds. From 2009 until April 2018, Mr. Flato served
as Chairman of the Business
Executive of Kibbutz Kfar Blum. From January 2018 until April 2020, Mr. Flato served as Chairman of
the Business Executive Kibbutz “NAAN”. Since 2004, Mr. Flato
has functioned as an independent financial adviser.
Until 2004, Mr. Flato served as the VP for planning, economics and online banking at United Mizrahi Bank and as the
Chief Economist of
the bank. From 1992 until 1996, Mr. Flato served as the Economic Advisor to the Prime Minister of Israel. Prior to that position, Mr.
Flato served in the
Treasury Office as the deputy director of the budget department. In addition, Mr. Flato served as a member of the
board of directors of many government-owned companies.
Mr. Flato holds a B.A. degree in economics from Tel-Aviv University, an LL.B. degree
from Netanya College, an M.A. degree in law from Bar-Ilan University and an MSIT
from Clark University.
Yoav Z. Chelouche has served as a director since April 2016, as
a member of the Corporate Governance and Nominating Committee since January 2018, and as the
Chair and member of our Audit Committee since
May 2017. Mr. Chelouche is classified by the Board of Directors as an audit committee financial expert under applicable
SEC rules.
Mr. Chelouche has served as Managing Partner of Aviv Ventures since its inception in 2001. Between 1995 and 2001, Mr. Chelouche
served as President & Chief
Executive Officer of Scitex Corp. Until 2015, Mr. Chelouche was co-chairman of Israel Advanced Technology
Industries. Mr. Chelouche currently serves on the Board of
Directors of the following publicly listed companies: Check Point Software
Technologies, Ltd. (NASDAQ) and Malam-Team Ltd. (TASE). Mr. Chelouche also previously
served as Chairman and/or director of several
public companies, including the Tel-Aviv Stock Exchange, Ltd. (TASE) and Shufersal Ltd. (TASE). Mr. Chelouche holds a
B.A. degree
in economics and statistics from Tel Aviv University and an MBA degree from INSEAD, Fontainebleau, France.
50
Iris Avner has served as a director since June 2016 (until November
2016 as an external director, within the meaning of the Companies Law), and has served as a
member of the Audit Committee since June 2016.
Ms. Avner served as a member of the Compensation Committee from June 2016 until October 2019. Ms. Avner is
classified by the Board
of Directors as an audit committee financial expert under applicable SEC rules. Ms. Avner serves as Chief Executive Officer of Nika Holdings,
Ltd.
From 2008 to 2015, Ms. Avner served as Managing Partner of Mustang Mezzanine Fund, L.P. and served on Mustang’s board of directors
from 2014 until 2015. From 1996
until 2008, Ms. Avner served as Chief Executive Officer of Mizrahi Tefahot Capital Markets Ltd.
and from 1996 until 2005, served as Senior Credit Officer & Deputy Chief
Executive Officer of Mizrahi Tefahot Bank. In addition, from
1997 until 2002, Ms. Avner served as Assistant Professor and external lecturer in the Executive MBA Program
at Tel Aviv University.
From 1988 until 1996, Ms. Avner held various positions at Israel Discount Bank, including Senior Credit Officer and Senior Economist.
Ms. Avner
has served as a member of the board of directors of Israel Discount Bank since March 2018 and as the chairperson of its Credit
Committee since 2024. Ms. Avner has served
as a board member and chairperson of the Audit Committee of Amir Marketing and Investments
in Agriculture since May 2017. In addition, Ms. Avner has served as a
member of the board of directors of Rotshtein Real Estate
since August 2016 and as chairperson of its Audit Committee and Nomination Committee since 2017. Ms. Avner
previously served on
several other boards and board committees in Israel and abroad, both as director and chairperson. Ms. Avner holds a B.A. degree
in accounting and
economics from the Hebrew University of Jerusalem and an MBA degree from Tel Aviv University.
Dr. Michal Vakrat Wolkin has served as a director since September
2020, and as a member of the Corporate Governance and Nominating Committee since
November 2020. In 2023, Dr. Wolkin served as the
Director of Global Battery Investments for General Motors. Dr. Wolkin has served as a partner at GFT Ventures, a global
venture
capital firm, since 2020 and on the Advisory Board of RACAH Nano Tech Fund of the Hebrew University of Jerusalem since 2019. Dr.
Wolkin served as Managing
Director of Lear Innovation Ventures from January 2017 until 2020. During 2014-2016, Dr. Wolkin served
as Head of 3M R&D Israel and from 2012 until 2014, she served
as Technical Chair of the Night Rover Challenge of NASA/CleanTech Open.
Dr. Wolkin served as Director of Energy Storage Technologies in Better Place from 2008 until
2012, and from 2004 until 2008, she served
as Member of Research Staff II at the Hardware system lab at Xerox PARC. Dr. Wolkin serves as a Professor and Head of the
MBA program
in Climate-Tech management since October 2024, as well as a lecturer in “Disruptive Innovation in Multinational Corporations”
since 2021, at Reichman
University. Dr. Wolkin received her B.Sc. degree in Chemical Engineering from the Technion–- Israel
Institute of Technology in Israel in 1996 and a Ph.D. degree in Applied
Physics and Materials Science from the University of Rochester,
NY in 2000. In 2003 until 2004, Dr. Wolkin did her Post-doctorate at the Electronics Materials Lab at Xerox
PARC.
Avi Hasson has served as a director since September 2020, and as
a member of the Audit Committee and Compensation Committee since November 2020. Mr.
Hasson is classified by the Board of Directors
as an audit committee financial expert under applicable SEC rules. Mr. Hasson serves as the chief executive officer of Start-Up
Nation
Central, an independent non-profit that connects Israeli innovation to global partners. Mr. Hasson previously served as a partner at Emerge,
a leading early-stage
venture capital firm. Mr. Hasson serves in several non-profit organizations, including as a director on the board
of directors of Sheba Medical Center at Tel Hashomer and
SpaceIL. From January 2011 until July 2017, Mr. Hasson served as the Chief
Scientist in the Ministry of Economy and Industry and as Chairman of the Israel Innovation
Authority. From 2000 until 2010, Mr.
Hasson served as General Partner at Gemini Israel Funds, a top tier venture capital fund in Israel. Prior thereto, Mr. Hasson held
executive positions in product management, marketing and business development at various telecommunication technology companies, including
ECI Telecom, eCtel and
Tadiran Systems. Mr. Hasson received his B.A. degree in Economics and Middle East studies from Tel Aviv University
in 1997 and M.BA. degree from Tel Aviv University
in 2002.
51
Sagi Ben Moshe has served as a director since July 2024 and as
a member of the Audit Committee since October 2024. Mr. Ben Moshe has served as the founder
and chief executive officer of Lumana
since August 2021, a company developing an AI platform to analyze and manage visual data. Mr. Ben Moshe previously served as
Chief Incubation
Officer, Corporate Vice President and General Manager of Emerging Growth Incubation at Intel Corporation, as well as other roles at Intel
Corporation from
January 2012 until August 2021, including VP and GM of RealSense, VP and GM of Hardware Engineering, Senior VP of Sensing
Technologies of Mobileye and GM of
EyeC LIDAR and EyeC Radar. Mr. Ben Moshe was the Founder and served as chief executive officer of Invision
Ltd. from January 2009 until January 2012. Mr. Ben Moshe
received his B.Sc. degree in Computer Science in 2007 and M.Sc. degree
in Computer Science in 2010, both from the Technion–- Israel Institute of Technology. In addition,
Mr. Ben Moshe is a 2018
graduate of the Stanford Executive Program at Stanford University's School of Business.
Ms. Carolin Seward was appointed by our board of directors to serve
as a director in December 2024, until the annual meeting of shareholders to be held in 2026,
and has served as a member of the Compensation
Committee since January 2025. Ms. Seward has served as Vice President of Custom Silicon Sourcing and Operations at
Google, for its
Platforms and Devices Group, since April 2022. Prior to her role at Google, Ms. Seward held several executive positions at Intel
Corporation, including Vice
President of Global Supply Chain, External Manufacturing Sourcing, Vice President of the Data Solutions Group,
Customer Experience and Fulfillment, and Vice President
of Capital Equipment Development, Technology Manufacturing Group. Ms. Seward
received her B.Sc. degree in Materials Engineering from San Jose State University and
an M.BA. degree from Pepperdine University.
We are not party to, and are not aware of, any arrangements or
understandings with major shareholders, customers, suppliers or others, pursuant to which any
director or executive officer was selected
as a director or member of senior management, as the case may be.
B. COMPENSATION
Under the Companies Law, a public company must have a compensation
policy regarding the terms of engagement of office holders, as such term is defined in the
Companies Law. The compensation policy must
be approved at least once every three years, first, by our board of directors, upon recommendation of our compensation
committee, and
second, by the shareholders by a majority of the ordinary shares present, in person or by proxy, and voting at a shareholders meeting,
provided that either: (i)
a majority of the shares voted by shareholders who are not controlling shareholders and shareholders who do
not have a “personal interest” in the proposal (excluding
abstaining votes) voted in favor of the proposal; or (ii) the total
number of shares voted against the proposal by shareholders who are not controlling shareholders and
shareholders who do not have a personal
interest in the proposal does not exceed two percent (2%) of the Company’s outstanding voting rights. Under special circumstances,
the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation
committee and then the board of
directors decide, on the basis of detailed grounds and after discussing again the compensation policy,
that approval of the compensation policy, despite the objection of
shareholders, is for the benefit of the company.
52
Our current compensation policy for executive officers and directors,
as approved by our shareholders in July 2023 and amended in July 2024, which amendment
was approved by our shareholders in July 2024, serves
as the basis for decisions concerning the financial terms of employment or engagement of our office holders (within
the meaning of the
Companies Law), including cash compensation, equity-based awards, indemnification and insurance, severance and other benefits. Our compensation
policy is performance-based and is designed to align our officers’ and directors’ interests with those of our company and
shareholders in order to enhance shareholder value.
Our compensation policy allows us to provide incentives to senior management that
reflect short-term, mid-term and long-term goals and performance, as well as motivate
the achievement of company targets, while providing
compensation that is competitive in the global marketplace in which we recruit our senior management.
As an Israeli company with a significant global footprint, we aim
to adopt compensation policies and procedures that align with global companies of similar
complexity, including companies in our industry
and other companies which compete with us for similar talent.
Under the Companies Law, a company’s compensation policy
must be determined and later reevaluated according to certain factors, including: the advancement of
the company’s objectives, business
plan and long-term strategy; the creation of appropriate incentives for office holders, while considering, among other things, the
company’s
risk management policy; the size and the nature of the company’s operations; and with respect to variable compensation, the contribution
of the office holder
towards the achievement of the company’s long-term goals and the maximization of its profits, all with a long-term
objective and according to the position of the office
holder. The compensation policy must furthermore consider the following additional
factors:
•
the education, skills, expertise and achievements of the relevant office holder;
•
the role and responsibilities of the office holder, and prior compensation arrangements with the office holder;
•
the ratio of the cost of the terms of employment of an office holder to the cost of compensation of the other employees of the company
(including any employees
employed through manpower companies), specifically to the cost of the average and median salaries of such employees
and the impact of the disparities between
them upon work relationships in the company;
•
with respect to variable compensation, the possibility of reducing variable compensation at the discretion of the board of directors,
and the possibility of setting a
limit on the exercise value of non-cash variable equity-based compensation; and
•
with respect to severance compensation, the period of employment or service of the office holder, the terms of his or her compensation
during such period, the
company’s performance during such period, the person’s contribution towards the company’s achievement
of its goals and the maximization of its profits, and
the circumstances under which the person is leaving the company.
In addition, under the Companies Law, a company’s compensation
policy must also include the following features: (i) with respect to variable components of the
compensation of the chief executive officer,
determining the variable compensation components on long term performance and measurable metrics; however, an immaterial
portion of the
variable components of the compensation of the chief executive officer, in the amount of up to three monthly salaries per annum, can be
discretion-based
awards (i.e., not based on measurable metrics), taking into account the contribution of the chief executive officer to
the company. This requirement applies also to any other
office holder (within the meaning of the Companies Law) who is not subordinate
to the chief executive officer, if any (such as directors, including the chairman of the board
of directors); (ii) the ratio of variable
components and fixed components and a cap on variable components at the time of their payment, except that the cap for equity-based
compensation
is determined at the time of grant; (iii) the conditions under which an office holder would be required to return compensation paid, in
the event that it is later
revealed that such amounts were paid on the basis of data that was inaccurate and was required to be restated
in the company’s financial statements; (iv) the minimum holding
or vesting periods for equity-based variable components of compensation,
while taking into consideration long term incentives; and (v) maximum limits on grants or benefits
paid upon termination.
53
Compensation under our compensation policy may include: base salary;
benefits and perquisites; performance-based cash bonuses and other bonuses (such as
special bonuses for substantial achievements and sign-on
bonuses); equity-based compensation; and retirement, termination and other arrangements. Our compensation policy
aims to optimize the
mix of fixed compensation and variable compensation in order to (among other things) appropriately incentivize office holders to meet
our goals while
considering our management of business risks and sets maximum ratios between the two types of compensation elements.
All compensation arrangements of officers and directors are required
to be approved in the manner prescribed by applicable law (see details in Exhibit 2.1 to this
annual report).
For the year ended December 31, 2024, we paid to all our directors
and senior management whose names are specified in Item 6A and who served during the period,
as a group, an aggregate of $6.73 million
in salaries, fees, payments upon termination and bonuses (excluding employer cost, relocation related expenses and equity-based
compensation,
which are detailed below). In addition, the total employer cost for personal vehicles, relocation related expenses, amounts set aside
or accrued to provide for
insurance, severance, retirement, vacation and similar benefits or expenses for such persons was approximately
$1.26 million for the year ended December 31, 2024.
The following is a summary of the cost to the Company, including
non-cash cost to the Company following the issuance of equity vehicles, as well as the Company’s
required payments to tax authorities,
social security and financial institutions (e.g pension and other institutions and funds), in connection with the terms of employment
of
our five most highly compensated officers and/or directors for the year ended December 31, 2024, which consist of the individuals
listed as A, B, C, D and E in the table set
forth in Item 6A above (collectively referred to herein as the “Covered Officers”).
The base salary of our executive officers is individually determined
according to past performance, educational background, country of residence, professional
experience, qualifications, specializations,
role, business responsibilities, achievements of the officer and prior salary and compensation arrangements, as well as comparative
peer
group analyses and our compensation policy. Base salary cost gross recorded by the Company for the compensation of Covered Officers A,
B, C, D and E for the year
ended December 31, 2024, amounted to $0.97 million, $0.55 million, $0.42 million, $0.36 million and $0.31
million, respectively. Executive officers are entitled to social and
other benefits in accordance with applicable law, our policies and
common practice. The cost of social and other benefits awarded to the Covered Officers A, B, C, D and E
for the year ended December 31,
2024, amounted to $0.26 million, $0.13 million, $0.22 million, $0.20 million and $0.16 million, respectively. In addition, relocation
and
related reimbursement expenses awarded to Covered Officer A for the year ended December 31, 2024, amounted to $0.28 million.
No relocation-related payments or accruals
were made to any of the Covered Officers B, C, D and E during the year ended December 31,
2024.
54
Our policy is to award annual cash bonuses to executive officers,
subject to the attainment of pre-determined annual measurable objectives, which are set in the first
quarter of each year, and personal
performance evaluation. In accordance with our compensation policy, the pre-defined annual bonus plans include measurable metrics and
the weight (in percentage terms) of each metric as a portion of the annual measurable metrics, as well as a minimum threshold for achievement
of corporate measurable
metrics below which no portion of the pre-determined corporate measurable metrics component of the annual bonus
will be awarded, and a portion of the annual bonus is
based on performance evaluation, in accordance with our compensation policy and
subject to applicable law. The bonus cost gross amounts paid by the Company for the
compensation of the Covered Officers A, B, C, D and
E during the year ended December 31, 2024, amounted to $1.65 million, $0.54 million, $0.47 million, $0.41 million
and $0.25 million,
respectively.
Equity based compensation for directors and officers is intended
to be in the form of restricted share units (“RSUs”), performance-based stock units (“PSUs), options
and/or other equity
forms, in accordance with our equity-based compensation policies and programs in place from time to time and in accordance with our compensation
policy. Equity-based compensation may be granted as an annual grant and/or from time to time, and is individually determined. Generally,
equity awards shall not begin to
vest before the end of the first year from the date of grant. We calculate the fair market value of equity-based
compensation for officers and directors at the time of grant
according to the Black-Scholes model, binomial model or any other best practice
or commonly accepted equity-based compensation valuation model, when such award is
duly approved in accordance with applicable law and
amortize such value in our statements of operations over the applicable vesting schedule. Total value of equity-based
compensation
awarded to the Covered Officers A, B, C, D and E and recorded for the year ended December 31, 2024 (calculated based on the total
amortization cost
recorded in the Company’s statement of operations for the year ended December 31, 2024 with respect to all equity-based
grants awarded to the applicable Covered Officer),
amounted to $9.50 million, $2.97 million, $2.39 million, $1.96 million and $1.44 million,
respectively.
Under our compensation policy, we may grant our executive officers
certain termination and retirement payments, including change of control-related compensation,
contingent upon the termination of employment
or resignation of the officer under certain circumstances as specified in such change of control provision, and subject to
obtaining the
applicable corporate approvals as required by law. In accordance with our compensation policy and the employment terms of our chief executive
officer, upon
termination of his employment, including upon a change of control, our chief executive officer may be eligible for a payment
of twelve-monthly base salaries, and in the
event of termination of his employment upon a change of control, he may also be entitled to
acceleration of all unvested equity. In addition, under our compensation policy,
upon a change of control, all other executive officers
may be entitled to a payment in the amount of up to nine months’ base salary and acceleration of all unvested equity, and
the chairman
of the board of directors and other directors may be entitled to acceleration of all of their unvested equity. No such payment or accrual
was made or earned
during the year ended December 31, 2024.
Following approval of our shareholders at our annual general meeting
held in July 2024 and consistent with our compensation policy, we pay each of our directors
(other than our chief executive officer who
also serves as a director, whose compensation is detailed above, and the chairman of our board of directors, whose compensation
is detailed
below) the following fees: (i) an annual fee of $75,000; (ii) an annual committee membership fee of between $6,000 to $10,000 (depending
on the specific
committee); and (iii) an additional annual fee to each committee chairperson of between $6,000 to $10,000 (depending on
the specific committee), as well as reimbursement
for reasonable travel and other expenses in accordance with our policies.
55
Our shareholders also approved at our 2004 annual general meeting
the payment of an annual cash fee of $300,000 to the chairman of our board of directors (paid in
monthly installments) and the award of
time-based vesting RSUs in the value of $300,000 (which represented 7,380 RSUs granted in July 2024), which vest in three equal
installments
on each of the three anniversaries of the date of grant. If the service of the chairman of our board of directors is terminated for any
reason other than for cause,
including by way of resignation, prior to the third anniversary of the date of grant, all unvested RSUs shall
be accelerated.
In addition, at our 2024 annual general meeting of shareholders,
our shareholders approved the grant of annual equity awards to each of our directors (other than our
chief executive officer and the chairman
of our board of directors, whose compensation is detailed above) of time-based vesting RSUs in the value of $200,000 (which
represented
4,920 time-based vesting RSUs granted in July 2024), which vest over a two-year period, with 50% vesting at the end of each of the two
anniversaries of the date
of grant. In the event any such director’s service is terminated for any reason other than for cause,
including by way of resignation, prior to the second anniversary of the date
of grant, (i) if the director has served on the board of
directors for five years or more, all unvested RSUs shall be accelerated; and (ii) if the director has served on the board of
directors
for less than five years, 50% of all unvested RSUs shall be accelerated.
We have entered into exemption and indemnification agreements with
each of our officers and directors, pursuant to which, subject to the limitations set forth in the
Companies Law, the Israeli Securities
Law, 1968 and our articles of association, they will be exempt from liability for breaches of the duty of care and we agreed to
indemnify
them for certain costs, expenses and liabilities with respect to events specified in such agreements. In addition, our officers and directors
are currently covered by a
directors’ and officers’ liability insurance policy.
Equity Incentive Plans
In 2013, the Company adopted a share incentive plan for its directors,
officers, employees and its subsidiaries’ employees (the “2013 Plan”). In accordance with our
compensation policy, the
aggregate amount of outstanding equity-based compensation awarded by the Company at any time shall not exceed 10% of the fully-diluted
share
capital of the Company, as calculated at the time of grant (which fully-diluted share capital will be calculated pro-forma after
taking into account the proposed grants and
shares underlying all outstanding equity-based awards).
As of December 31, 2024, we had a total of approximately 1.41 million
outstanding RSUs and PSUs which were awarded to our directors and Covered Officers
under the 2013 Plan, of which approximately 0.70 million
to our chief executive officer and approximately 0.015 million to the chairman of our board of directors.
At our 2024 annual general meeting, our shareholders approved,
following the approval and recommendation of the Compensation Committee and Board of
Directors, the award of the following equity grants
to our chief executive officer: (a) an annual equity grant in the value of approximately $8.0 million, comprised of 40%
time-based vesting
RSUs and 60% PSUs (referred to as the “Base PSUs”); (b) additional equity grants in the form of additional PSUs (referred
to as “Upside PSUs”), as
follows: (i) Upside PSUs with a value of approximately $2.4 million (referred to as the “Upside
PSUs Type 1”); and (ii) Upside PSUs with a value of approximately $1.6
million (referred to as the “Upside PSUs Type 2”).
The time-based vesting RSUs vest over a three-year period, such that one-third shall vest at the end of each year over a
three-year period
from the date of grant. The vesting of the Base PSUs was subject to the attainment of certain pre-defined financial performance metrics
of net profit and
cash from operations for the year ended December 31, 2024, as determined by the Compensation Committee and Board of
Directors, weighted equally. The actual number of
Base PSUs earned (subject to time-based vesting, as described below) was based on the
Company’s performance relative to the pre-defined 2024 performance measures, and
if the 2024 performance measures are met, the Base
PSUs that are earned vest over a three year period, such that one third of the earned Base PSUs vest at the end of each
year from the
date of grant. The vesting of the Upside PSUs Type 1 was conditioned upon the Company’s actual financial performance in 2024 exceeding
the pre-defined
2024 financial performance metrics for the vesting of the Base RSUs. Subject to meeting such condition, the Upside PSUs
Type 1 earned shall be in proportion to the degree
by which the pre-defined 2024 financial performance targets are exceeded in relation
to a certain target percentage that was pre-defined by the Compensation Committee and
Board of Directors, and such portion of Upside PSUs
Type 1 earned, vests over the three-year time-vesting schedule as detailed above for the Base PSUs. The vesting of the
Upside PSUs Type
2 was conditioned upon the attainment of three pre-defined performance measures, as follows: (i) meeting two share price performance measures
within
one year of the Board approval of the grant of the Upside PSUs Type 2; and (ii) the Company’s actual financial performance
in 2024 meeting or exceeding the pre-defined
2024 financial performance metrics for the vesting of the Base PSUs by certain pre-defined
threshold targets, as determined by the Compensation Committee and Board of
Directors. Subject
to meeting these three conditions, all of the Upside PSUs Type 2 are earned, and if earned, vest over the three-year time-vesting schedule
as detailed above
for the Base PSUs.
56
Actual net profit for 2024 was $207.9 million and cash from operations
for 2024 was $448.7 million. Since these 2024 actual financial results exceeded the pre-
defined financial performance metrics for the
vesting of the Base PSUs and Upside PSUs Type 1, the chief executive officer is entitled to all of the Base and Upside PSUs
Type 1, which
continue to be subject to the three-year-time-vesting schedule described above. In addition, as the three conditions for the vesting
of the Upside PSUs Type 2
detailed above were attained, the chief executive officer is entitled to all of the Upside PSUs Type 2, which
continue to be subject to the three-year-time-vesting schedule
described above. Accordingly, in accordance with the above referenced shareholder
approval, we granted to the chief executive officer 78,366 RSUs, 117,549 Base PSUs,
58,774 Upside PSUs Type 1 and 38,790 Upside PSUs Type
2, subject to the time-vesting schedule as detailed above, for a total compensation value of approximately $11.9
million.
In addition, at our 2024 annual general meeting, our shareholders
approved, following the approval of the Compensation Committee and Board of Directors, a long-
term incentive PSU award to our chief executive
officer, that provides him with the opportunity to earn 217,500 RSUs if a very ambitious share price of $80 per share is
achieved within
a five year period, calculated as an average of the share price during any consecutive 20 trading days during the five year performance
period (subject to
time-based vesting if the defined share price is met during the first three years following Board approval of the award
on May 27, 2024 (the “Board Approval”), as detailed
below). The value of the long-term incentive PSU award under the Equity
Calculation Model (as defined in our compensation policy) was $4.5 million as of the date of the
Board Approval. If the $80 share price
(calculated as a 20 consecutive trading day average) is not achieved during the five-year period, but the Company’s share price
reaches
$75 or more at the end of the five-year performance period (calculated as an average of the closing share price for the last 20
trading days of such period), the PSU award will
partially vest, at a ratio between 33% of the award to 100% of the award, depending on
where the share price falls within the $75 and $80 range. The time-vesting component
of this award applies if the performance goal is
achieved within the first three years from the date of the Board Approval, as follows: (i) if the performance price is met during
the
first year following the Board Approval, two-thirds of the award will vest on the second anniversary of the Board Approval and the remaining
one-third will vest on the
third anniversary of the Board Approval, subject to the chief executive officer’s continued employment
through each such vesting date; (ii) if the performance price is met
during the second year following the Board Approval, one-third of
the award will vest immediately, one-third will vest on the second anniversary of the Board Approval and
the remaining one-third will
vest on the third anniversary of the Board Approval, subject to the chief executive officer’s continued employment through each
such vesting
date; and (iii) if the performance price is met during the third year following the Board Approval, two-thirds of the award
will vest immediately and the remaining one-third
will vest on the third anniversary of the Board Approval, subject the chief executive
officer’s continued employment through each such vesting date. If the performance price
is met during the fourth or fifth
year following the Board Approval, the entire award will immediately fully vest.
57
Our compensation policy includes minimum shareholding guidelines
(the “Minimum Holding”) pursuant to which: (i) the chief executive officer is required to own
ordinary shares with a minimum
value that equals at least three times his annual base salary, commencing May 2024; and (ii) the directors and other executive officers
are
required to own ordinary shares with a minimum value that equals at least 50% of their respective annual fee or annual base salary,
as applicable, commencing July 2025. The
chief executive officer and the other officers and directors have, five years from the date our
board of directors approved their respective Minimum Holding to attain said
Minimum Holding. During such period and until they
accumulate the applicable Minimum Holding, he/she must retain at least 20% of the shares issued upon the vesting of
time-based vesting
RSUs granted to him/her during such period. As of December 31, 2024, our chief executive officer is in compliance with the applicable
Minimum
Holding requirement.
For further information concerning our employee equity plans and
outstanding employee equity, see Note 14B to the consolidated financial statements included in
this annual report.
C. BOARD PRACTICES
Board of Directors
Our Articles of Association provide that the Board of Directors
shall consist of at least five and no more than 11 members. Our Board of Directors is currently
comprised of 11 directors. Our directors
are elected by our shareholders by the vote of a majority of the ordinary shares present, in person or by proxy, and voting at that
meeting.
Generally, our directors hold office until their successors are elected at the next annual general meeting of shareholders (or until any
of their earlier resignation or
removal in accordance with the Companies Law). In addition, our Articles of Association allow our board
of directors to appoint directors (other than the external directors)
to fill vacancies on our board of directors, until the next annual
general meeting of shareholders.
External Directors
The Companies Law requires Israeli companies with shares that have
been offered to the public in or outside of Israel to appoint at least two external directors.
However, pursuant to the Companies Regulations
(Relief for Companies Whose Shares are Registered for Trading Outside of Israel) – 2000 (the “Relief Regulations”),
an
Israeli public company whose shares are dual listed on the TASE and certain foreign (non-Israeli) stock exchanges, including the NASDAQ
Global Select Market, or are
listed solely on a foreign (non-Israeli) securities exchange, may elect to exempt itself from the Companies
Law requirement to appoint external directors and related rules
concerning the composition of the audit committee and compensation committee
of the board of directors if it meets both of the following conditions:
•
The company does not have a controlling shareholder; and
•
The company complies with the requirements of the securities laws and stock exchange regulations in the foreign jurisdiction where
its shares are listed relating
to the appointment of independent directors and composition of the audit and compensation committees as
applicable to companies that are incorporated under
the laws of such foreign jurisdiction.
In accordance with the Relief Regulations, we elected to “opt
out” from the Companies Law requirement to appoint external directors and related Companies Law
rules concerning the composition
of the audit committee and compensation committee of the board of directors.
58
Director Independence
In accordance with the exemption from the Israeli law requirement
to have external directors serving on our Board of Directors, we comply with the director
independence requirements and the audit committee
and compensation committee composition requirements under U.S. laws (including applicable Nasdaq Stock Market
rules) applicable to U.S.
domestic issuers. In addition, the composition of our corporate governance and nominating committee complies with the requirements of
the Nasdaq
Listing Rules applicable to U.S. domestic issuers. Under the Nasdaq Listing Rules, a majority of the board of directors must
be comprised of independent directors (as
defined in the Nasdaq Listing Rules). Our board of directors has made a determination of independence
under the Nasdaq Listing Rules with respect to all directors, other
than Mr. Ellwanger, our Chief Executive Officer.
Audit Committee
Our audit committee currently consists of Mr. Yoav Z. Chelouche,
Mr. Ilan Flato, Mr. Avi Hasson, Mrs. Iris Avner and Mr. Sagi Ben Moshe. Mr. Yoav Z. Chelouche
serves as the audit committee chairman.
Composition requirements
The Companies Law requires public companies to appoint an audit
committee; however, following the Company’s determination to follow the relief with respect to
external directors under the Relief
Regulations, as described above, the composition of our audit committee is governed by the rules set forth in the Nasdaq Listing Rules
and
the Exchange Act.
Under Nasdaq Listing Rules, we are required to maintain an audit
committee consisting of at least three independent directors (within the meaning of the Exchange
Act and Nasdaq Listing Rules), each of
whom must meet certain requirements for financial literacy and one of whom has accounting or related financial management
expertise, and
none of whom has participated in the preparation of our or any of our subsidiaries financial statements at any time during the prior three
years.
The Board of Directors has determined that all of the members of
the audit committee meet the independence and financial knowledge requirements for audit
committee service of the Nasdaq Listing Rules
and the Exchange Act. In addition, the Board of Directors has determined that Ilan Flato, Yoav Chelouche, Iris Avner and Avi
Hasson
meet the Nasdaq Listing Rules requirement regarding financial sophistication and that each of the above is an audit committee financial
expert pursuant to the
applicable SEC rules.
Audit Committee role
Our board of directors has adopted an audit committee charter setting
forth the responsibilities of the audit committee consistent with the Companies Law, SEC rules
and the Nasdaq Listing Rules, which include:
•
retaining and terminating our independent auditors, subject to the ratification of the board of directors, and in the case of retention,
to that of the shareholders, as
applicable in accordance with the Companies Law;
•
pre-approving of audit and non-audit services and related fees and terms, to be provided by the independent auditors;
•
overseeing the accounting and financial reporting processes of our company and audits of our financial statements and the effectiveness
of our internal control
over financial reporting;
59
•
reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing
(or submission, as the case
may be);
•
recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement
fees and terms, in accordance
with the Companies Law as well as approving the yearly or multi-year plan proposed by the internal auditor,
and review the results and findings of internal
audits;
•
overseeing the Company’s risk assessment and reviewing regulatory compliance;
•
determining whether to approve certain related party transactions (including transactions in which an office holder has a personal
interest) and whether any such
transaction is extraordinary or material under Companies Law;
•
determining whether a competitive process must be implemented for the approval of certain transaction(s) with controlling shareholder(s)
or its relative or in
which a controlling shareholder has a personal interest (whether or not the transaction is an extraordinary transaction),
under the supervision of the audit
committee or other party determined by the audit committee and in accordance with standards to be determined
by the audit committee, or whether a different
process determined by the audit committee should be implemented for the approval of such
transaction(s);
•
determining the process for the approval of certain transactions with controlling shareholders or in which a controlling shareholder
has a personal interest that
the audit committee has determined are not extraordinary transactions but are not immaterial transactions;
and
•
responsible for the handling of employees’ complaints as to the management of our business and the protection to be provided
to such employees.
Compensation Committee
Our compensation committee is comprised of Mrs. Dana Gross, Mr.
Ilan Flato, Mr. Avi Hasson and Ms. Carolin Seward. Mrs. Dana Gross serves as the
compensation committee chairperson.
Composition requirements
The Companies Law requires public companies to appoint a compensation
committee; however, following the Company’s determination to adopt the relief provided
under the Relief Regulations, as described
above, the composition of our compensation committee is governed by the rules set forth in the Nasdaq Listing Rules and the
Exchange Act.
Under the Nasdaq Listing Rules, we are required to maintain a compensation
committee consisting of at least two directors, each of whom is an independent director
within the meaning of the Nasdaq Listing Rules.
The Board of Directors has determined that all of the members of
the compensation committee meet the independence requirements for compensation committee
service of the Nasdaq Listing Rules, including
the additional independence requirements applicable to the members of a compensation committee.
60
Compensation Committee role
Our board of directors adopted a compensation committee charter,
which sets forth the responsibilities of the compensation committee consistent with the Nasdaq
Listing Rules and the requirements for
compensation committees under the Companies Law, including the following:
•
recommending to the Board of Directors for its approval (i) a compensation policy for officers and directors, (ii) once every three
years, approval of the
compensation policy (either a new compensation policy or the continuation of an existing compensation policy must
in any case occur every three years); and
(iii) periodic updates to the compensation policy. In addition, the compensation committee is
required to assess the implementation of the compensation policy;
•
approving and exempting certain transactions relating to the terms of office and employment of office holders (within the meaning
of the Companies Law),
pursuant to the Companies Law and regulations thereunder; and
•
reviewing and approving equity grants to non-executive employees under our equity-based incentive plans.
Corporate Governance and Nominating Committee
Our corporate governance and nominating committee is comprised
of Mr. Kalman Kaufman, Mrs. Dana Gross, Ms. Michal Vakrat Wolkin and Yoav Z. Chelouche.
Mr. Kalman Kaufman serves as the corporate governance
and nominating committee chairman.
Our board of directors has adopted a corporate governance and nominating
committee charter setting forth the responsibilities of the corporate governance and
nominating committee, which include:
•
overseeing and assisting our board of directors in reviewing and recommending nominees for election as directors;
•
assessing the performance of the members of our board of directors;
•
reviewing and recommending to our board of directors the structure and members of committees of the board of directors;
•
assisting our board of directors in carrying out its responsibilities related to chief executive officer succession planning;
•
reviewing and overseeing our corporate governance practices and communication plans for shareholder meetings and to promote effective
communication for
shareholder meetings; and
•
overseeing our commitment to ESG matters and advising our board of directors on such matters.
Internal Auditor
Under the Companies Law, the board of directors of an Israeli public
company must appoint an internal auditor, who is recommended by the audit committee. The
role of the internal auditor is to examine, among
other matters, whether the company’s actions comply with the law and orderly business procedure. Under the Companies
Law, the internal
auditor may be an employee of the company but not an office holder (within the meaning of the Companies Law) or an interested party (i.e.,
a person who
holds more than 5% of the Company’s outstanding shares or voting rights or who has the power to appoint a director
or the general manager of the company) or a relative of
an office holder or interested party, and may not be the company’s independent
auditor or its representative. Oren Grupi of KPMG Israel serves as our internal auditor.
Director Service Contracts
Other than under the employment arrangement with Mr. Russell Ellwanger,
our Chief Executive Officer and a director, as detailed in “Item 6. Directors, Senior
Management and Employees—B. Compensation,”
we do not have written agreements with any director providing for benefits upon the termination of his or her services with
our Company.
Under the term of our directors’ equity awards, as approved by the shareholders, in the event a director’s service is terminated
for any reason, including by way
of resignation, prior to the second anniversary from the date of the equity grant, (i) if the director
has served on our board of directors for five years or more, all unvested
equity shall be accelerated; and (ii) if the director has served
on our board of directors for less than five years, 50% of all unvested equity shall be accelerated.
61
D. EMPLOYEES
The following table sets forth for the last three fiscal years,
the number of our employees engaged in the specified activities.
As of December 31,
2024
2023
2022
Process and product engineering, R&D and design
882
887
1,067
Operations
3,638
3,491
3,858
Operations support
625
544
410
Sales and marketing, finance & administration
214
293
278
Total
5,359
5,215
5,613
As of December 31, 2024, we had 1,480 employees located in Israel,
1,492 employees located in the United States, 2,352 employees located in Japan and 35
employees located in other countries in the Asia
Pacific region and across Europe.
Other than a special collective agreement relating to our Israeli
employees regarding employer payments to pension funds of such employees, as described below,
our employees in Israel are not covered
under a collective bargaining agreement. However, in Israel we are subject to certain labor statutes and national labor court precedent
rulings, as well as to certain provisions of the collective bargaining agreements between the Histadrut and the Coordination Bureau of
Economic Organizations, by virtue of
expansion orders issued in accordance with relevant labor laws by the Israeli Ministry of Labor and
Welfare, and which apply such agreement provisions to our employees
even though they are not directly part of a union that has signed
a collective bargaining agreement. The labor laws and court rulings that apply to our employees principally
concern the minimum wage laws,
procedures for dismissing employees, determination of severance pay, leaves of absence (such as annual vacation or maternity leave), sick
pay and other conditions for employment. The expansion orders that apply to our employees principally concern the requirement for length
of the workday and workweek,
mandatory employer’s payments to employees’ pension funds, annual recreation allowance, travel
expenses payment and other conditions of employment.
There have been attempts, including recently, by the Histadrut
to organize and establish a representative labor union for our Israeli employees. Under Israeli law,
establishing a representative labor
union requires that at least one-third of the Israeli employees join the Histadrut and in such case, all employees would be liable to
pay its
membership fees. While the Histadrut’s attempts have not succeeded to date, if a representative labor union would
be established in the future, we would need to conduct
negotiations with the representative labor union and the Histadrut regarding the
employees’ terms of employment and benefits.
Under the special collective bargaining agreement to which we are
party relating to our Israeli employees, we are required to pay funds to an employee’s insurance
fund and/or pension fund. Such
funds generally provide a combination of savings plans, insurance and severance pay benefits to the employee, securing his or her right
to
receive pension or giving the employee a lump sum payment upon retirement, under certain circumstances, if legally entitled, upon termination
of employment. Tower’s
Israeli employees pay an amount equal to 6% of his or her wages to the insurance fund or pension fund, and
Tower pays an additional 14.83% to 15.83% of the employee’s
wages to such funds. Israeli law generally requires severance pay upon
the retirement or death of an employee or termination of employment by the employer without due
cause. Under the special collective bargaining
agreement, Section 14 to the Israeli Severance Pay Law, 5723-1963 applies to Tower, according to which the employer’s
payments to
severance pay is in lieu of payment of severance pay upon termination of employment. Therefore, the monthly payments as mentioned above
constitute the
entire required payments for severance pay, and we are not required to pay any additional severance upon termination of
employment of our Israeli employees.
62
A portion of the employees at our Newport Beach, California fab
are represented by a union and covered by a collective bargaining agreement. NPB Co. maintains a
defined benefit pension plan for certain
of its employees covered by a collective bargaining agreement that provides for monthly pension payments to eligible employees
upon retirement.
The pension benefits are based on years of service and specified benefit amounts. In addition, the bargaining agreement includes a post-retirement
medical
plan for certain employees. Certain eligible union employees who terminate employment are provided with a lump-sum benefit payment.
Most of TPSCo’s employees at its Japan fabs are represented
by a union and covered by a collective bargaining agreement. TPSCo established a Defined
Contribution Retirement Plan (the “DC Plan”)
for its employees, through which TPSCo pays approximately 8% with employee average match of 1% from the employees’
base salary to
the DC Plan. Such payment releases the employer from further obligation to any payments upon termination of employment. The payment is
remitted either to
third party benefit funds that are responsible for investing the funds based on employee preference, or directly, to
those employees who elected not to enroll in the DC Plan.
E. SHARE OWNERSHIP
As of March 31, 2025, no individual director or senior management
beneficially owned (as defined in Rule 13d-3 under the Exchange Act) one percent or more of
our ordinary shares and all directors and
senior management in the aggregate beneficially owned 0.46% of our ordinary shares. As of March 31, 2025, our directors and
senior management
beneficially owned an aggregate of approximately 1.50 million RSUs and PSUs for our ordinary shares. For information regarding our equity-based
incentive plans, see Note 14B to our consolidated financial statements included in this annual report.
F. DISCLOSURE OF A REGISTRANT'S ACTION TO
RECOVER ERRONEOUSLY AWARDED COMPENSATION
None.
ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
Information concerning the beneficial ownership (as defined in
Rule 13d-3 under the Exchange Act) of our ordinary shares by any person who is known to us to
beneficially own 5% or more of our issued
and outstanding ordinary shares as of March 31, 2025 is set forth below. The percentage of beneficial ownership of our ordinary
shares
is based on 111,756,623 ordinary shares issued and outstanding as of March 31, 2025.
The voting rights of our major shareholders do not differ from
the voting rights of other holders of our ordinary shares.
63
Ordinary Shares Beneficially
Owned
Name of Beneficial Owner
Number
Percent (1)
Menora Mivtachim Holdings Ltd.(2)
8,592,362
7.69%
Migdal Insurance & Financial Holdings Ltd.(3)
8,475,261
7.58%
Senvest Management, LLC (4)
8,059,407
7.21%
Phoenix Holdings Ltd.(5)
6,448,248
5.77%
Clal Insurance Enterprises Holdings Ltd.(6)
5,631,160
5.04%
Point72 Asset Management, L.P.(7)
5,616,207
5.03%
(1) In accordance with the rules of the SEC, beneficial ownership includes the ordinary shares reported that the holder (i) has voting
power or investment power over, and
(ii) has the right to acquire beneficial ownership of within 60 days from March 31, 2025.
(2) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company by Menora Mivtachim Holdings
Ltd., reflecting holdings as of March
31, 2025.
(3) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company by Migdal Insurance & Financial
Holdings Ltd., reflecting holdings
as of March 31, 2025.
(4) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company by Senvest Management, LLC,
reflecting holdings as of March 31,
2025.
(5) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company by Phoenix Holdings Ltd. reflecting
holdings as of March 31, 2025.
(6) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company by Clal Insurance Enterprises
Holdings Ltd., reflecting holdings as of
March 31, 2025.
(7) Based solely upon, and qualified in its entirety with reference to, a Schedule 13G filed on February 13, 2025, by Point72 Asset Management,
L.P. (“Point72 Asset
Management”), Point72 Capital Advisors, Inc. (“Point72 Capital Advisors”) and Steven A. Cohen,
according to which filing, (i) the ordinary shares of Tower are held
by certain investment funds managed by Point72 Asset Management;
(ii) Point72 Capital Advisors is the general partner of Point72 Asset Management; and (iii) Mr.
Steven A. Cohen controls each of Point72
Asset Management and Point72 Capital Advisors.
Other than as disclosed in the table above, in Item 7A of our annual
report on Form 20-F for each of the years ended December 31, 2022 and 2023, and other filings
with the SEC, we are not aware of a significant
change in the percentage ownership held by our major shareholders since January 1, 2022.
As of April 1, 2025, based on information provided to us by our
transfer agent in the United States, there were a total of 12 holders of record of our ordinary shares,
of which 8 were registered with
addresses in the United States. Such U.S. record holders were, as of such date, the holders of record of approximately 70% of our outstanding
ordinary shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it
representative of where such beneficial
holders are resident since many of these ordinary shares were held by brokers or other nominees
(including one U.S. nominee company, CEDE & Co., which held
approximately 70% of our outstanding ordinary shares as of such date,
including those held for the benefit of the TASE clearing house as a member of Depository Trust
Company).
64
B. RELATED PARTY TRANSACTIONS
Other than executive officer and director compensation, executive
officer employment arrangements, equity-based compensation award agreements with officers and
directors, indemnification and exculpation
arrangements with officers and directors, and directors’ and officers’ liability insurance, as discussed elsewhere in this
annual
report, from the beginning of 2024 and through the date of the filing of this annual report with the SEC, we have not been
and are not a party to any transactions in which any
of our directors, executive officers or holders of 5% or more of our share capital,
or any immediate family member of, or person sharing the household with, any of these
individuals or entities, had or will have a direct
or indirect material interest. For additional information, see Note 17 to the consolidated financial statements included herein.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM
8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
INFORMATION
Consolidated Financial Statements.
See “Item 18 – Financial Statements”.
Legal Proceedings
NPB Co. leases its facilities under an operational lease agreement
that was initially in effect until March 2022 and provided NPB Co. an option, at its sole discretion,
to extend the lease for an additional
five-year period, which NPB Co. exercised, extending the lease through March 2027. In the amendment to the lease, NPB Co. (i) secured
various contractual safeguards designed to limit and mitigate any adverse impact of the landlord’s construction activities being
conducted adjacent to Fab 3 on its operations;
and (ii) committed to certain obligations, including certain noise abatement actions, in
relation to the facility. The landlord has made claims that NPB Co.’s noise abatement
efforts are not adequate under the terms
of the amended lease and has requested a judicial declaration that NPB Co. has committed a material non-curable breach of the lease
and
that, in accordance with the lease, the landlord would be entitled to terminate the lease. NPB Co. does not agree and is disputing these
claims. See “Item 3. Key
Information—D. Risk Factors—Risks Affecting Our Business— Risks
relating to the Fab 3 lease could harm our business, operations and financial results.”
Dividend Policy
We currently intend to use our future cash and earnings, along
with our existing cash balance and deposits, to finance our growth and acquisition strategy, as well as
capacity growth, our ongoing operations
and our other business and operational needs, including the buildout of the Agrate facility, the $350 million capital expenditure
required
to support our SiPho and SiGe capability and capacity growth in Fabs 2, 7 and 9, and the planned investment of up to $300 million for
equipment to be located in
Intel’s Fab 11. Therefore, we do not anticipate paying dividends in the foreseeable future. We may, however,
use our existing cash balance and/or future cash earnings to
execute share repurchases. Our board of directors has sole discretion whether
to pay dividends or adopt a share repurchase program. If our board of directors decides in the
future to pay dividends or adopt a share
repurchase program, the form, timing, frequency and amount will depend on several factors, including our future growth and
acquisition
strategy, as well as our capacity growth plans, future operations and earnings, capital requirements and surplus, general financial condition,
contractual and legal
restrictions, the trading price of our ordinary shares and other factors that our directors may deem relevant. The
Companies Law and regulations thereunder impose conditions
on our ability to declare and pay dividends and/or execute share repurchases.
See Exhibit 2.1 to this annual report “Description of Securities—Dividend and Liquidation
Rights” for additional information.
Payment of dividends and share repurchases may also be subject to Israeli withholding taxes. See “Item 10. Additional Information—E.
Taxation—Israeli Taxation” for additional information.
65
B. SIGNIFICANT CHANGES
No significant change has occurred since December 31, 2024, except
as disclosed in this annual report.
ITEM
9. THE OFFER AND LISTING
Our ordinary shares are listed and traded on the NASDAQ Stock Market
(on the NASDAQ Global Market through March 16, 2012, on the NASDAQ Capital
Market from March 17, 2012 through September 6, 2012, and on
the NASDAQ Global Select Market since that date) and on the TASE under the symbol “TSEM”.
ITEM
10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of our Articles of Association is attached as Exhibit 1.1
to this annual report, as amended by Exhibits 1.2-1.7 to this annual report. Other than as disclosed
below, the information called for
by this Item is set forth in Exhibit 2.1 to this annual report and is incorporated by reference into this annual report.
Registration Number and Purposes
Our registration number with the Israeli Companies Registrar is
520041997. Pursuant to Section 4 of our Articles of Association, our objective is to engage in any
lawful activity.
Shareholder Meetings
Under Israeli law and our Articles of Association, we are required
to hold an annual general meeting of shareholders each year that must be held no later than 15
months from the last annual meeting, upon
at least 21 days’ prior notice to our shareholders.
A special general meeting may be convened by the Board of Directors,
at such times as it deems fit. In addition, the Board of Directors is required to convene a
special general meeting at the request
of (i) any two directors or twenty-five percent of the board members or (ii) one or more shareholders holding at least 5% of our issued
share capital and 1% of the voting rights or one or more shareholders holding at least 5% of the voting rights. Shareholders requesting
a special general meeting must submit
their proposed resolution with their request. Within 21 days of receipt of the request, the
Board of Directors must convene a special general meeting and provide notice for
the meeting setting forth the date, time and place of
the meeting, which generally shall not be convened more than 35 days after the notice for the meeting. If the special
general meeting
is not convened by the Board of Directors as set forth above, the person who requested the Board to convene the meeting may convene the
meeting, in the
same manner a special general meeting is convened by the Board of Directors, provided that such meeting shall not be held
after three months have elapsed from the date the
request was submitted.
66
Pursuant to the Companies Law, resolutions regarding the following
matters are required to be approved by our shareholders at a general meeting:
•
amendments to our Articles of Association;
•
appointment, terms of engagement and termination of engagement of our independent auditors;
•
appointment and dismissal of external directors (if applicable);
•
approval of certain related party transactions and certain officer and director compensation;
•
increase or reduction of authorized share capital in accordance with the provisions of the Companies Law;
•
a merger; and
•
the exercise of the Board of Directors’ powers by the general meeting, if the Board of Directors is unable to exercise its
powers and the exercise of any of its
powers is essential for Tower’s proper management.
Subject to the provisions of the Companies Law and regulations
promulgated thereunder, shareholders entitled to participate and vote at general meetings are the
shareholders of record on a date to
be decided by the board of directors, which, as a company listed on an exchange outside Israel, may be between four and 60 days prior
to
the date of the meeting.
The Companies Law requires that a notice of any annual general
meeting or special general meeting be provided to shareholders at least 21 days prior to the meeting
and if the agenda of the meeting
includes, among other things, the appointment or removal of directors, the approval of transactions with office holders or interested
or related
parties, an approval of a merger or the approval of the compensation policy, notice must be provided at least 35 days prior
to the meeting.
2024 Annual General Meeting of Shareholders
Each of the proposals presented for approval at the 2024 Annual
General Meeting of Shareholders of the Company held on July 31, 2024 (the “Meeting”) were
approved by the requisite vote of
the Company’s shareholders in accordance with the Companies Law and the Company’s articles of association, as described in
the Notice
and Proxy Statement for the Meeting that was attached as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K furnished
by the Company to the SEC on June 20,
2024. The percentage of shares represented at the Meeting that voted in favor of each proposal
(excluding abstentions) is as follows (and with respect to Proposals 3, 4, 5, 6
and 7, the percentage is of the shares represented
at the Meeting that voted in favor of the proposal by shareholders who are not controlling shareholders and shareholders
who do not have
a personal interest (within the meaning of the Companies Law) in the applicable proposal (excluding abstentions). Proposal 1, to
elect ten members to the
Board of Directors of the Company to serve until the Company’s next annual general meeting of shareholders
and until their respective successors are duly elected: Mr. Amir
Elstein – approximately 96%; Mr. Russell Ellwanger – approximately
87%; Mr. Kalman Kaufman – approximately 95%; Ms. Dana Gross – approximately 96%; Mr. Ilan
Flato – approximately
95%; Mr. Yoav Chelouche - approximately 95%; Ms. Iris Avner - approximately 98%; Ms. Michal Vakrat – approximately 98%; Mr. Avi
Hasson –
approximately 98%; Sagi Ben Moshe – approximately 89%. Proposal 2, to appoint Mr. Amir Elstein as the Chairman of
the Company’s Board of Directors and approve the
terms of his compensation in such capacity: approximately 80%. Proposal 3, to approve
amendments to the Company’s compensation policy for directors and executive
officers: approximately 73%. Proposal 4, to approve
an increase in the annual base salary of the Company’s chief executive officer: approximately 86%. Proposal 5, to
approve
the grant of an annual equity-based award to the Company’s Chief Executive Officer: approximately 68%. Proposal 6, to approve
the grant of a long-term incentive
equity award to the Company’s Chief Executive Officer: approximately 81%. Proposal 7, to approve
the grant of an annual equity-based award to each member of the Board
of Directors (other than Mr. Amir Elstein and Mr. Russell Ellwanger),
approximately 73%. Proposal 8, to approve the re-appointment of Brightman Almagor Zohar & Co.,
Certified Public Accountants,
a firm in The Deloitte Global Network, as the independent registered public accountants of the Company for the year ending December 31,
2024, and for the period commencing January 1, 2025 and until the next annual shareholders’ meeting, and to further authorize the
Audit Committee of the Board of Directors
to determine the remuneration of such firm in accordance with the volume and nature of its services:
approximately 97%.
67
Borrowing Powers
Our Board of Directors may, from time to time, at its discretion,
approve the receipt of credit by the Company in any amount and the discharge thereof, in such
manner as it deems fit, as well as the award
of collateral to secure any such credit, of whatsoever type. The Board of Directors may, from time to time, at its discretion,
approve
the issue of a series of debentures, including capital notes or bonds, and including debentures, capital notes or bonds convertible or
exercisable into shares, and
determine the terms thereof, and to charge all or any of our present or future property by way of a floating
or fixed charge. In accordance with our Articles of Association,
debentures, capital notes, bonds or other securities, as aforesaid, may
be issued at a discount, with a premium or in any other manner, with deferred rights, special rights,
privileges or other rights, all
as determined by the board of directors at its discretion.
C. MATERIAL CONTRACTS
The Company and its subsidiaries have not been a party to any material
contract, other than contracts entered into in the ordinary course of business or as otherwise
described elsewhere in this Annual Report
on Form 20-F, for the two years prior to the date of this Annual Report on Form 20-F.
For additional information regarding material contracts, see Notes
10, 11, 12, 13 and 14 to our consolidated financial statements for the year ended December 31,
2024 included in this annual report and
the agreements described in this annual report under the caption “Item 5. Operating and Financial Review and Prospects–- B.
Liquidity and Capital Resources.”
D. EXCHANGE CONTROLS
There are currently no Israeli government laws, decrees, regulations
or other legislation that restrict or affect our import or export of capital, including the
availability of cash and cash equivalents
for use by us, or the remittance of dividends, interest or other payments to holders of our securities that are non-residents of Israel
(provided that all taxes were paid or withheld), except under certain circumstances, for nationals of countries that are, or have been,
in a state of war with Israel.
E. TAXATION
The discussion below does not purport to be an official interpretation
of the tax law provisions mentioned therein or to be a comprehensive description of all tax law
provisions which might apply to the acquisition,
ownership and disposition of our securities or to reflect the views of the relevant tax authorities, and it is not meant to replace
professional
advice in these matters. The discussion below is based on current, applicable tax law, which may be changed by future legislation or reforms.
Non-residents
should obtain professional tax advice with respect to the tax consequences of acquiring, holding or selling our securities
under the laws of their countries of residence of
acquiring, holding or selling our securities.
68
ISRAELI TAXATION
The following is a summary of the material Israeli tax laws applicable
to us. This section also contains a discussion of material Israeli tax consequences concerning
the ownership and disposition of our shares.
This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her
personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind
of investor include residents of Israel or
traders in securities who are subject to special tax regimes not covered in this discussion.
To the extent that this discussion is based on new tax legislation that has not yet
been subject to judicial or administrative interpretation,
we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this
discussion. The discussion
below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations
of
Israeli law, which change could affect the tax consequences described below.
General Corporate Tax
Israeli companies are generally subject to statutory corporate
income tax currently at the rate of 23%. However, the effective tax rate payable by Tower that derives
income from a “Preferred
Enterprise” (as further discussed below) may be considerably less.
Israeli Tax on Capital Gains
An individual is subject to a tax at a rate of 25% on real capital
gains derived from the sale of shares, unless such individual claims a deduction for interest and
linkage differences expenses in connection
with the purchase and holding of such shares and as long as the individual is not a “Substantial Shareholder” in the company
issuing the shares. In the case of a “Substantial Shareholder”, the tax rate is 30%.
According to the definition of the term under the Israeli Income
Tax Ordinance [New Version], 5721-1961 (the “Ordinance”), a “Substantial Shareholder” is
generally a person who
alone, or together with his relative or another person who collaborates with him on a regular basis, holds, directly or indirectly, at
least 10% of any of
the “means of control” of the corporation. “Means of control” generally include: (1) the right
to vote, (2) the right to receive profits, (3) the right to nominate a director, an
officer or any other similar positions in the corporation,
(4) the right to receive assets upon liquidation, or (5) the right to instruct someone who holds any of the aforesaid
rights regarding
the manner in which he or she is to exercise such right(s), and all regardless of the source of such right.
An individual who is a substantial shareholder at the time of sale
or at any time during the preceding 12-month period, is subject to tax at a rate of 30% in respect of
real capital gains derived from
the sale of shares issued by the company in which he or she is a substantial shareholder.
Individual shareholders dealing in securities in Israel are taxed
at their marginal tax rates applicable to business income (up to 47% and an additional excess tax, if
applicable, as described below).
Under present Israeli tax legislation, the tax rate applicable
to real capital gain derived by Israeli resident corporations from the sale of shares of an Israeli company
is the statutory Israeli corporate
income tax rate at a current rate of 23%.
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Non-Israeli residents are exempt from Israeli capital gains tax
on any gains derived from the sale of shares in an Israeli corporation publicly traded on the TASE
and/or on a foreign stock exchange,
provided such gains do not derive from a permanent establishment of such shareholders in Israel and that such shareholders did not
acquire
their shares prior to the issuer’s initial public offering. However, non-Israeli corporations will not be entitled to such exemption
if Israeli residents (i) have a
controlling interest of more than 25% in such non-Israeli corporation, or (ii) are the beneficiaries of
or is entitled to 25% or more of the revenues or profits of such non-Israeli
corporation, whether directly or indirectly. In addition,
the sale of the shares may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty
(subject to the receipt
in advance of a valid certificate from the Israel Tax Authority (“ITA”) allowing for such an exemption). For example, the
Convention between the
Government of the United States of America and the Government of Israel with respect to taxes on income, or the
“US-Israel Tax Treaty,” generally exempts U.S. residents
from Israeli capital gains tax in connection with such sale, provided
that (i) the U.S. resident owned, directly or indirectly, less than 10% of the Israeli resident company’s
voting power at any time
within the 12-month period preceding such sale; (ii) the seller, if an individual, has been present in Israel for less than 183 days (in
the aggregate)
during the taxable year; and (iii) the capital gain from the sale was not generated through a permanent establishment of
the U.S. resident in Israel.
The purchaser of the shares, the stockbrokers who effected the
transaction or the financial institution holding the shares through which payment to the seller is made
are obligated, subject to the
above-referenced exemptions if certain conditions are met, (including the receipt in advance of a valid tax certificate from the ITA allowing
for an
exemption), to withhold tax on the amount of consideration paid upon the sale of the shares (or on the real capital gain on the
sale, if known) at the rate of 25% in respect of
an individual and 23% in respect of a corporation.
Israeli Tax on Dividend Income
Israeli resident corporations are generally exempt from Israeli
corporate tax for dividends paid on our ordinary shares.
On distributions of dividends other than a pro-rata distribution
of bonus shares, or stock dividends, to Israeli and non-Israeli resident individuals and non-Israeli
resident corporations, we would be
required to withhold income tax at the rate of 25% (or 30% if such shareholder is a “Substantial Shareholder” at the time
receiving the
dividend or on any date in the 12 months preceding such date and the shares are not held through a nominee company). If
the income out of which the dividend is being paid
is attributable to a Benefited Enterprise or Preferred Enterprise or Preferred Technology
Enterprise under the Investment Law, the tax rate is generally not more than 20%. A
different rate may be provided pursuant to an applicable
tax treaty (subject to the receipt in advance of a valid certificate from the ITA allowing for such a reduced tax rate or
an exemption).
Under the US-Israel Tax Treaty, Israeli withholding tax on dividends
paid to a U.S. resident may not, in general, exceed 25%. Where the recipient is a U.S. resident
corporation owning 10% or more of the
voting stock of the paying corporation during the part of the tax year which precedes the date of payment of the dividend and during
the
entire tax year preceding such year, the Israeli tax withheld may not exceed 12.5% or 15% in the case of dividends paid out of the profits
of a corporation entitled to the
benefits of the Investment Law, subject to certain conditions.
70
Law for the Encouragement of Capital
Investments, 5719-1959
The Law for the Encouragement of Capital Investments, 5719-1959,
generally referred to as the Investment Law, was originally enacted in order to provide certain
incentives for capital investments in
production facilities (or other eligible assets).
In recent years, the Investment Law has undergone major reforms
and several amendments which were intended to provide expanded tax benefits and to simplify the
bureaucratic process relating to the approval
of investments qualifying under the Investment Law. The different benefits under the Investment Law depend on the enterprise’s
geographic
location in Israel, the specific year in which the enterprise received approval from the Investment Center or the year it was eligible
for
Approved/Benefited/Preferred Enterprise status under the Investment Law, and the benefits available at that time.
Tax Benefits under the 2011 Amendment and thereafter
An amendment to the Investment Law that became effective on January
1, 2011, generally referred to as the 2011 Amendment, made significant changes to the
Investment Law, which revamped the tax incentive
regime in Israel. The main changes are, inter alia, as follows:
•
Industrial companies meeting the criteria set out by the Investment Law for a “Preferred Income” of a “Preferred
Enterprise” (as defined below) will be eligible
for reduced and flat corporate tax rates of 7.5% (currently, following the 2017
Amendment described below) or 16% in 2017 and thereafter, with the actual tax
rates determined by the location of the enterprise in Israel.
The location of Tower's facilities in Israel (also referred to as “Zone A”) entitles it to benefit from a
tax rate of 7.5%
on its Preferred Income. According to the 2011 Amendment, the tax incentives offered by the Investment Law are no longer dependent on
minimum qualified investments nor on foreign ownership.
•
A company can enjoy both government grants and tax benefits concurrently. Governmental grants will not necessarily be dependent on
the extent of the
enterprise’s investment in assets and/or equipment.
“Preferred Income” is defined as income from a Preferred
Enterprise, as specified below, with the condition that the income was produced or arose in the course of
the enterprise's ordinary activity
in Israel from one of the following (excluding certain income derives from intangible assets which are not attributed to the enterprise's
production): income from the sale of products of the Preferred Enterprise (including components that were produced by other enterprises)
and excluding certain products that
are sourced from Israel’s natural resources); income from the sale of semiconductors produced
by other non-related enterprises which use the Preferred Enterprise’s self-
developed know-how; income for providing a right to use
the Preferred Enterprise’s know how or software; royalties from the use of the know-how or software which was
confirmed by the Head
of the Investment Center to be related to the production activity of the Preferred Enterprise; and services with respect to the aforementioned
sales. In
addition, the definition of “Preferred Income” also includes income from the provision of industrial R&D services
to foreign residents to the extent that the services were
approved by the IIA.
A “Preferred Enterprise” is defined as an Industrial
Enterprise (including, inter alia, an enterprise which provides approved R&D services to foreign residents),
which generally more
than 25% of its business income is from export. As mentioned above, these tax incentives no longer depend on minimum qualified investments
nor on
foreign ownership.
The Investment Law also determines the conditions and limitations
applying to the tax benefits offered to a “Special Preferred Enterprise” (as defined below). A
“Special Preferred Enterprise”
will be able to enjoy a corporate income tax rate of 5% if located in a development Zone A and 8% if not located in a development Zone
A.
A “Special Preferred Enterprise” is defined as a Preferred
Enterprise which meets all of the following conditions, during the relevant tax year: (a) its Preferred
Income is equal to or exceeds
NIS 1 billion; (b) the total income of the company which owns the Preferred Enterprise or which operates in the same field of the Preferred
Enterprise and which consolidates in its financial reports the company that owns the Preferred Enterprise equals or exceeds NIS 10 billion;
and (c) its business plan was
approved by the authorities as significantly benefitting the Israeli economy according to the Investment
Law provisions.
71
Dividends paid out of income attributed to a Preferred Enterprise
are generally subject to withholding tax at source at a rate of 20% or such a lower rate as may be
provided in an applicable tax treaty
(subject to the receipt in advance of a valid certificate from the ITA allowing for such reduced tax rate or an exemption). However, if
such
dividends are paid to an Israeli company, no tax will be withheld.
As Tower’s facilities located in Israel qualify as a Preferred
Enterprise, it is entitled to the 7.5% preferred tax rate described above with respect to its Preferred
Income, and therefore, applies
a 7.5% tax rate in determining its Israeli current tax provision, deferred tax assets and liabilities. Any portion of Tower’s taxable
income that is
not eligible for Preferred Enterprise benefits, if at all, is to be taxed at the Israeli statutory corporate tax rate of
23%.
Tax benefits under the 2017 Amendment
An amendment to the Investment Law was enacted as part of the Economic
Efficiency Law that was published on December 29, 2016, and became effective as of
January 1, 2017, generally referred to as the 2017
Amendment. The 2017 Amendment provides new tax benefits for two types of “Preferred Technology Enterprises,” as
described
below, and is in addition to the other existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying
certain conditions will qualify as a “Preferred Technology Enterprise” and will thereby enjoy a
reduced corporate tax rate
of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Investment Law. The tax rate is further
reduced to 7.5% for a
Preferred Technology Enterprise located in development Zone A. In addition, a Preferred Technology Enterprise will
enjoy a reduced corporate tax rate of 12% on capital
gain derived from the sale of certain “Benefitted Intangible Assets”
(as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were
acquired from a foreign company
on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the IIA.
The 2017 Amendment further provides that a technology company satisfying
certain conditions (group turnover of at least NIS 10 billion) will qualify as a “Special
Preferred Technology Enterprise”
and will thereby enjoy a reduced corporate tax rate of 6% on its “Preferred Technology Income” regardless of the company’s
geographic
location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6%
on capital gain derived from the sale of certain
“Benefitted Intangible Assets” to a related foreign company if the Benefitted
Intangible Assets were either developed by the Special Preferred Technology Enterprise or
acquired from a foreign company on or after
January 1, 2017, and the sale received prior approval from the IIA. A Special Preferred Technology Enterprise that acquires
Benefitted
Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject
to certain approvals as
specified in the Investment Law.
Dividends distributed to Israeli shareholders by a Preferred Technology
Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology
Income, are generally subject to withholding
tax at source at the rate of 20% (in the case of non-Israeli shareholders subject to the receipt in advance of a valid certificate
from
the ITA allowing for a reduced tax rate of 20% or such lower rate as may be provided in an applicable tax treaty). However, if such dividends
are paid to an Israeli
company, no tax is required to be withheld. If such dividends are distributed to a foreign company that holds solely
or together with other foreign companies 90% or more in
the Israeli company and other conditions are met, the withholding tax rate will
be 4%.
From time to time, the Israeli Government has discussed reducing
the benefits available to companies under the Investment Law. The termination or substantial
reduction of any of the benefits available
under the Investment Law could materially increase our tax liabilities.
72
Tax Benefits under the 2021 Amendment
An amendment to the Investment Law that became effective on August
15, 2021, generally referred to as the 2021 Amendment, introduced a new dividend
distribution ordering rule to cause the distribution
of earnings that were tax-exempt under the historical Approved or Beneficial Enterprise regimes (Trapped Earnings), to be
on a pro-rata
basis from any dividend distribution, which is applicable to distributions starting from August 15, 2021 and onwards. Generally, distribution
of Trapped
Earnings is resulting in corporate tax liability in respect of the amount of the dividend (grossed-up to reflect the pre-tax
income that it would have had to earn in order to
distribute the dividend) at the corporate tax rate which would have otherwise been applicable
(‘corporate tax claw-back’). Accordingly, the corporate income tax claw-back
will apply to any dividend distribution, as long
as the company has Trapped Earnings. As of December 31, 2024, Tower has no Trapped Earnings.
OECD’s BEPS Initiative
In December 2021, the OECD released Pillar Two model rules, which
impose on large multinational corporations, with revenue above €750 million, a minimum
effective corporate income tax rate of 15%
in each jurisdiction in which they operate. As of December 31, 2024, the rules have been partially enacted in certain jurisdictions
in which the Company operates, however they did not impact the Company financial statements, tax payments or liabilities. For all the
periods ended December 31, 2024, the
Company complied with the transitional safe harbor rules in each of its jurisdictions and it currently
assumes that it will be able to postpone the application of the rules for
periods that will commence after December 31, 2025.
Excess Tax
Subject to the provisions of an applicable tax treaty, individuals
who are subject to tax in Israel (whether any such an individual is an Israeli resident or a non-Israeli
resident) and who have taxable
income that exceeds a certain threshold in a tax year (NIS 698,280 in 2023 and NIS 721,560 in 2024 and 2025), will be subject to an
additional
tax at the rate of 3% on any taxable income prior to January 1, 2025, and at the rate of 3% on active taxable income and 5%, on passive
taxable income
commencing January 1, 2025. For this purpose, passive taxable income includes taxable capital gains from the sale of securities
and taxable income from interest and
dividends.
Estate and Gift Tax
Israeli law presently does not impose estate or gift taxes.
U.S. Federal Income Tax Considerations
The following discussion is a description of the material U.S.
federal income tax considerations applicable to an investment in the ordinary shares by U.S. Holders
who acquire our ordinary shares and
hold them as capital assets for U.S. federal income tax purposes. As used in this section, the term “U.S. Holder” means a
beneficial
owner of an ordinary share who is:
•
an individual citizen or resident of the United States;
•
a corporation created or organized in or under the laws of the United States or of any state of the United States or the District
of Columbia;
•
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
•
a trust if the trust has elected validly to be treated as a United States person for U.S. federal income tax purposes or if a U.S.
court is able to exercise primary
supervision over the trust’s administration and one or more United States persons have the authority
to control all of the trust’s substantial decisions.
73
The term “Non-U.S. Holder” means a beneficial owner
of an ordinary share who is not a U.S. Holder. The tax consequences to a Non-U.S. Holder may differ
substantially from the tax consequences
to a U.S. Holder. Certain aspects of U.S. federal income tax relevant to a Non-U.S. Holder also are discussed below.
This description is based on provisions of the U.S. Internal Revenue
Code of 1986, as amended, referred to in this discussion as the Code, existing and proposed
U.S. Treasury regulations and administrative
and judicial interpretations, each as available and in effect as of the date of this annual report. These sources may change,
possibly
with retroactive effect, and are open to differing interpretations. This description does not discuss all aspects of U.S. federal income
taxation that may be applicable
to investors in light of their particular circumstances or to investors who are subject to special treatment
under U.S. federal income tax law, including:
•
insurance companies;
•
dealers in stocks, securities or currencies;
•
financial institutions and financial services entities;
•
real estate investment trusts;
•
regulated investment companies;
•
persons that receive ordinary shares as compensation for the performance of services;
•
tax-exempt organizations;
•
persons that hold ordinary shares as a position in a straddle or as part of a hedging, conversion or other integrated instrument;
•
individual retirement and other tax-deferred accounts;
•
expatriates of the United States;
•
persons (other than Non-U.S. Holders) having a functional currency other than the U.S. dollar; and
•
direct, indirect or constructive owners of 10% or more, by voting power or value, of us.
This discussion also does not consider the tax treatment of persons
or partnerships that hold ordinary shares through a partnership or other pass-through entity or the
possible application of United States
federal gift or estate tax or alternative minimum tax or any state or local tax.
THE FOLLOWING DISCUSSION IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING
AND ADVICE. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT
TO THE APPLICATION OF THE UNITED STATES
FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE FEDERAL
ESTATE OR GIFT TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING JURISDICTION OR UNDER ANY
APPLICABLE
TAX TREATY.
74
Distributions Paid on the Ordinary Shares
Subject to the discussion under “Passive Foreign Investment
Companies” below, a U.S. Holder generally will be required to include in gross income as ordinary
dividend income the amount of
any distributions paid on the ordinary shares, including the amount of any Israeli taxes withheld, to the extent that those distributions
are paid
out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess
of our earnings and profits will be applied
against and will reduce the U.S. Holder’s tax basis in its ordinary shares and, to the
extent they exceed that tax basis, will be treated as gain from a sale or exchange of those
ordinary shares. We do not maintain calculations
of our earnings and profits under U.S. federal income tax principles. If we do not report to a U.S. holder the portion of a
distribution
that exceeds earnings and profits, the distribution will generally be taxable as a dividend even if that distribution would otherwise
be treated as a non-taxable
return of capital or as a capital gain under the rules described above. Our dividends will not qualify for
the dividends-received deduction applicable in some cases to U.S.
corporations.
Dividends paid in NIS, including the amount of any Israeli taxes
withheld, will be includible in the income of a U.S. Holder in a U.S. dollar amount calculated by
reference to the exchange rate in effect
on the date they are included in income by the U.S. Holder, regardless of whether the payment in fact is converted into USD. Any gain
or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in the income of the
U.S. Holder to the date that payment is
converted into USD generally will be treated as ordinary income or loss.
A non-corporate U.S. holder’s “qualified dividend income”
is subject to tax at reduced rates not exceeding 20% for tax years beginning 2012 (15% for 2011 and
prior years). For this purpose, “qualified
dividend income” generally includes dividends paid by a foreign corporation if either:
•
(a) the stock of that corporation with respect to which the dividends are paid
is readily tradable on an established securities market in the U.S., or
•
(b) that corporation is eligible for benefits of a comprehensive income tax
treaty with the U.S. which includes an information exchange program and is
determined to be satisfactory by the U.S. Secretary of the
Treasury. The Internal Revenue Service has determined that the U.S.-Israel Tax Treaty is
satisfactory for this purpose.
In addition, under current law a U.S. Holder must generally hold
his ordinary shares for more than 60 days during a 121 day period beginning 60 days prior to the
ex-dividend date, and meet other holding
period requirements for qualified dividend income.
Dividends paid by a foreign corporation will not qualify for the
reduced rates, if such corporation is treated, for the tax year in which the dividend is paid or the
preceding tax year, as a “passive
foreign investment company” for U.S. federal income tax purposes. We do not believe that we will be classified as a “passive
foreign
investment company” for U.S. federal income tax purposes for our current taxable year (see “Passive Foreign Investment
Companies” below). In addition, under IRS Notice
2003-71, ordinary shares are considered to be readily tradable on an established
securities market in the United States if they are listed on the Nasdaq Global Market, as our
ordinary shares are, but we cannot guarantee
that our ordinary shares will always be so listed.
Subject to the discussion below under “Information Reporting
and Back-up Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income or
withholding tax on dividends
received on ordinary shares unless that income is effectively connected with the conduct by that Non-U.S. Holder of a trade or business
in the
United States.
75
Foreign Tax Credit
Any dividend income resulting from distributions we pay to a U.S.
Holder with respect to the ordinary shares generally will be treated as foreign source income for
U.S. foreign tax credit purposes, which
may be relevant in calculating such holder’s foreign tax credit limitation. Subject to certain conditions and limitations, Israeli
tax
withheld on dividends may be deducted from taxable income or credited against a U.S. Holder’s U.S. federal income tax liability.
The limitation on foreign taxes eligible for
credit is calculated separately with respect to specific classes of income. For this purpose,
dividends that we distribute generally should constitute “passive category income,”
or, in the case of certain U.S. Holders,
“general category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if the taxpayer does
not
satisfy certain minimum holding period requirements. The rules relating to the determination of foreign source income and the foreign
tax credit are complex, and the
availability of a foreign tax credit depends on numerous factors. Each prospective purchaser who would
be a U.S. Holder should consult with its own tax advisor to determine
whether its income with respect to the ordinary shares would be
foreign source income and whether and to what extent that purchaser would be entitled to the credit.
Disposition of Ordinary Shares
Subject to the discussion below under the heading “Passive
Foreign Investment Companies,” upon the sale or other disposition of ordinary shares, a U.S. Holder
generally will recognize capital
gains or loss equal to the difference between the amount realized on the disposition and the holder’s adjusted tax basis in the
ordinary shares.
U.S. Holders should consult their own advisors with respect to the tax consequences of the receipt of a currency other
than USD upon such sale or other disposition.
In the event there is an Israeli income tax on gain from the disposition
of ordinary shares, such tax should generally be the type of tax that is creditable for U.S. tax
purposes; however, because it is likely
that the source of any such gain would be a U.S. source, a U.S. foreign tax credit may not be available. U.S. shareholders should
consult
their own tax advisors regarding the ability to claim such credit.
Gain or loss upon the disposition of the ordinary shares will be
treated as long-term if, at the time of the sale or disposition, the ordinary shares were held for more
than one year. Long-term capital
gains realized by non-corporate U.S. Holders are generally subject to a lower marginal U.S. federal income tax rate than ordinary income,
other than qualified dividend income, as defined above. The deductibility of capital losses by a U.S. Holder is subject to limitations.
In general, any gain or loss recognized by
a U.S. Holder on the sale or other disposition of ordinary shares will be U.S. source income
or loss for U.S. foreign tax credit purposes. U.S. Holders should consult their own
tax advisors concerning the source of income for U.S.
foreign tax credit purposes and the effect of the U.S.-Israel Tax Treaty on the source of income.
Subject to the discussion below under “Information
Reporting and Back-up Withholding”, a Non-U.S. Holder generally will not be subject to U.S. federal income or
withholding tax on
any gain realized on the sale or exchange of ordinary shares unless:
•
that gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States, or
•
in the case of any gain realized by an individual Non-U.S. Holder, that holder is present in the United States for 183 days or more
in the taxable year of the sale
or exchange, and other conditions are met.
76
Passive Foreign Investment Companies
For U.S. federal income tax purposes, we will be considered a passive
foreign investment company (“PFIC”) for any taxable year in which either (i) 75% or more of
our gross income is “passive
income”, as defined in the relevant provisions of the Code; or (ii) on average, at least 50% of our assets (generally determined
on a quarterly
basis) produce or are held for the production of passive income. For this purpose, passive income includes dividend, interest,
royalty, rent, and annuity income and the excess
of gains over losses from the disposition of assets which produce passive income. If
we were determined to be a PFIC for U.S. federal income tax purposes, highly complex
rules would apply to U.S. Holders owning ordinary
shares.
Based on our estimated gross income, the average value of our gross
assets and the nature of our business, we do not believe that we will be classified as a PFIC in
the current taxable year. Our status
in any taxable year will depend on our assets and activities in each year and because this is a factual determination made annually at
the
end of each taxable year, there can be no assurance that we will not be considered a PFIC for any future taxable year. If we were
treated as a PFIC in any year during which a
U.S. Holder owns ordinary shares, such U.S. Holder may be subject to materially adverse tax
consequences, including additional U.S. federal income tax liability and tax
filing obligations. Given our current business plans, however,
we do not expect that we will be classified as a PFIC in future years.
You are urged to consult your own tax advisor regarding
the possibility of us being classified as a PFIC and the potential tax consequences arising from the
ownership and disposition (directly
or indirectly) of an interest in a PFIC.
Information Reporting and Back-up Withholding.
Holders generally will be subject to information reporting requirements
with respect to dividends paid in the United States on ordinary shares. In addition, Holders
will be subject to back-up withholding tax
on dividends paid in the United States on ordinary shares unless the holder provides an IRS certification or otherwise establishes
an
exemption. Holders will be subject to information reporting and back-up withholding tax on proceeds paid within the United States from
the disposition of ordinary shares
unless the holder provides an IRS certification or otherwise establishes an exemption. Information
reporting and back-up withholding may also apply to dividends and
proceeds paid outside the United States that are paid by certain “U.S.
payors” or “U.S. middlemen,” as defined in the applicable Treasury regulations, including:
(1) a
U.S. person;
(2) the
government of the U.S. or the government of any state or political subdivision of any state (or any agency or instrumentality of any of
these
governmental units);
(3) a
controlled foreign corporation;
(4) a
foreign partnership that is either engaged in a U.S. trade or business or whose United States partners in the aggregate hold more than
50% of the income
or capital interests in the partnership;
(5) a
foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the U.S.; or
(6) a
U.S. branch of a foreign bank or insurance company.
The back-up withholding tax rate is 24%. Back-up withholding and
information reporting will not apply to payments made to Non-U.S. Holders if they have
provided the required certification that they are
not United States persons.
In the case of payments by a payor or middleman to a foreign simple
trust, foreign grantor trust or foreign partnership, other than payments to a holder that qualifies
as a withholding foreign trust or
a withholding foreign partnership within the meaning of the Treasury regulations and payments that are effectively connected with the
conduct of a trade or business in the United States, the beneficiaries of the foreign simple trust, the person treated as the owner of
the foreign grantor trust or the partners of
the foreign partnership will be required to provide the certification discussed above in
order to establish an exemption from backup withholding tax and information reporting
requirements.
The amount of any back-up withholding may be allowed as a credit
against a U.S. Holder’s U.S. federal income tax liability and may entitle the holder to a refund,
provided that required information
is furnished to the IRS.
77
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
We are required to file reports and other information with the
SEC under the Exchange Act, as applicable to foreign private issuers. As a foreign private issuer, we
are not required to file periodic
reports and financial statements as frequently or as promptly as U.S. companies; however, we generally publicly announce our quarterly
and
year-end results promptly and file periodic information with the SEC under cover of Form 6-K. As a foreign private issuer, we are
also exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors
and principal shareholders are exempt from the reporting and other
provisions in Section 16 of the Exchange Act.
The SEC maintains an internet website that contains reports, proxy
and information statements and other information about issuers, like us, that file electronically
with the SEC. Our filings with the SEC
are available to the public through the SEC's website (http://www.sec.gov). Our filings with the SEC are also available to the public
via the Israel Securities Authority’s website at http://www.isa.gov.il and the TASE’s
website at http://www.maya.tase.co.il. We also generally make available on our own
website
(www.towersemi.com) our quarterly and year-end financial statements as well as other information.
We do not intend for any information contained on our website to
be considered part of this annual report, and we have included our website
address in this annual report solely as an inactive textual reference. We will post on our website
any materials required to be posted
on such website under applicable corporate or securities laws and regulations, including posting any XBRL interactive financial data
required
to be filed with the SEC, and any notices of general meetings of our shareholders.
Any statement in this annual report about any of our contracts
or other documents is not necessarily complete. If the contract or document is filed as an exhibit to
this annual report or a registration
statement, the contract or document is deemed to modify the description contained in this annual report. We urge you to review the exhibits
themselves for a complete description of the contract or document.
I. SUBSIDIARY INFORMATION
Not applicable.
J. ANNUAL
REPORT TO SECURITY HOLDERS
Not applicable.
78
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk of Interest Rate Fluctuation
Our cash equivalents and short-term deposits are exposed to market
risk due to fluctuation in interest rates on our cash and deposits, which may affect our interest
income. We manage this exposure by performing
ongoing evaluations of our investments in those deposits. Due to the short maturities of our investments, their carrying
value approximates
their fair value.
The 2024 JPY Loan (with an outstanding principal of approximately
$100 million as of December 31, 2024) bears annual fixed interest of 2%, and approximately
$45 million of our subsidiaries’ equipment
capital leases bear annual fixed interest of approximately 2%. Therefore, we are not subject to cash flow exposure, financing
expenses
or interest rate fluctuations with respect to the 2024 JPY Loan or such equipment capital leases.
However, in the event that market interest rates for similar debt
decrease and are lower than the interest rate provided under our capital leases or loans, our actual
financing costs would be higher than
they otherwise would have been had our loans or capital leases provided for interest at a floating interest rate. Assuming a 10% change
in market interest rate, the effective impact on our capital leases and loans would be immaterial.
Foreign Exchange Risk
We currently operate in four different regions: the United States,
Japan, Israel and Italy. The functional currency of our entities in the United States, Israel and Italy is
the USD. The functional currency
of our operations in Japan is the JPY. Our expenses and costs are denominated mainly in USD, JPY, NIS and Euro, revenues are
denominated
mainly in USD and JPY, and cash from operations, investing and financing activities are denominated mainly in USD, JPY and NIS.
Therefore, we are exposed
to the risk of currency exchange rate fluctuations in Japan, Israel and Italy.
The majority of TPSCo’s revenues are denominated in JPY and
the majority of TPSCo’s expenses and costs are denominated in JPY, which limits the exposure to
fluctuations of the USD-to-JPY exchange
rate on TPSCo’s results of operations. In order to mitigate a portion of the net exposure to the USD-to-JPY exchange rate, we have
engaged in cylinder hedging transactions to contain the currency’s fluctuation within a pre-defined, fixed range. During the year
ended December 31, 2024, the USD
appreciated against the JPY by 10.7%, as compared to 7.2% appreciation during the year ended December
31, 2023. The net effect of USD appreciation against the JPY on
TPSCo’s assets and liabilities denominated in JPY is presented in
the Cumulative Translation Adjustment (“CTA”) as part of Other Comprehensive Income (“OCI”) on the
balance sheet.
As of December 31, 2024, we are subject to currency exchange rate
fluctuations of the JPY against the USD in connection with the following JPY-denominated debt
financings: (i) the 2024 JPY Loan, in a
principal amount of approximately $100 million, bearing a fixed interest rate of 2% per annum; and (ii) approximately $45 million of
liabilities
under equipment capital lease agreements with an annual interest rate of approximately 1.95%. However, as of December 31, 2024, we had
approximately $71
million of cash and cash equivalents held in JPY currency accounts, partially mitigating the above JPY debt exposure.
Based on our cash and cash equivalents and the terms
of our debt financings as of December 31, 2024, an assumed 10% appreciation of the
JPY against the USD rate as of December 31, 2024 (from 156.6 JPY/$ to 142.4 JPY/$),
would not have a material effect on our balance sheet
as of December 31, 2024.
79
Assuming a 10% appreciation of the JPY against the USD on December
31, 2024 (from 156.62 JPY/$ to 142.39 JPY/$), the effective impact on our statement of
operating results would be lower profitability
(higher operating expenses, net of higher revenue) by approximately $5 million, which would be partially offset by the net
impact of the
hedging using the above-described cylinder transactions and our natural hedging.
The USD cost of the Company’s operations in Israel is influenced
by changes in the USD-to-NIS exchange rate, with respect to expenses and costs that are
denominated in NIS. During the year ended
December 31, 2024, the USD appreciated against the NIS by 0.6%, as compared to 3.1% appreciation during the year ended
December 31, 2023.
Appreciation of the NIS may increase the costs, in USD terms, of our Israeli facility, such as utilities, taxes and labor costs that are
denominated in NIS,
which may lead to erosion of profit margins. We use foreign currency cylinder and forward transactions to hedge a
portion of this currency exposure and maintain it within a
pre-defined fixed range.
Assuming a 10% appreciation of the NIS against the USD on December
31, 2024 (from 3.65 NIS/$ to 3.32 NIS/$), the effective impact on our quarterly Israeli
expenses would be higher operating expenses by
approximately $4 million, which would partially be offset by the net impact of the hedging executed using the above-
described cylinder
transactions.
The USD cost of our operations in Italy is influenced by changes
in the USD-to-Euro exchange rate, with respect to expenses and costs that are denominated in
Euro. During the year ended December
31, 2024, the USD depreciated against the Euro by 5.9%. This exposure is partially mitigated and maintained within a pre-defined
fixed
range through foreign currency cylinder and forward transactions which we engage in.
Assuming a 10% appreciation of the Euro against the USD on December
31, 2024 (from 1.04 Euro/$ to 1.144 Euro/$), the effective impact on our quarterly
expenses would be higher operating expenses by approximately
$1 million, which would partially be offset by the net impact of the hedging executed using the above-
described cylinder transactions.
ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
80
PART II
ITEM
13. DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM
15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer
and our Chief Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”) as of the end of the period
covered by this annual report on Form 20-F. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that these disclosure controls and
procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the
information required to be disclosed by our company in the reports we file or
submit under the Act is (i) accumulated and communicated
to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and
(ii) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-
15(f). Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of
the
effectiveness of our internal control over financial reporting based on criteria established in Internal Control—Integrated Framework
issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, management has
concluded that our internal control over financial
reporting was effective as of December 31, 2024.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject
to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies
or procedures may deteriorate.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting
as of December 31, 2024 has been audited by Brightman Almagor Zohar & Co., Certified Public
Accountants, a Firm in The Deloitte
Global Network, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial
reporting during the period covered by this annual report that has materially affected, or is reasonably
likely to materially affect,
our internal control over financial reporting.
81
ITEM
16. [RESERVED]
ITEM
16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that each of Mr. Ilan Flato,
Mr. Yoav Chelouche, Mr. Avi Hasson and Ms. Iris Avner, is an audit committee financial expert as
defined under Item 16A. of Form 20-F
and has the requisite financial experience as defined by the Nasdaq Listing Rules. Each of the members of our audit committee is
“independent”
as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and satisfies the independent director requirements under the Nasdaq
Listing Rules.
ITEM
16B. CODE OF ETHICS
We adopted a code of ethics that applies to all directors, officers
and employees of our Company and our subsidiaries, including our Chief Executive Officer, Chief
Financial Officer, controller, and persons
performing similar functions. We have posted our code of ethics on our website, www.towersemi.com, under “About Tower”. The
information contained on our website is not incorporated by reference in this annual report.
ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees for professional services rendered
by Brightman Almagor Zohar & Co., Certified Public Accountants, a firm in The Deloitte
Global Network, our independent registered
public accounting firm for the years ended December 31, 2024 and 2023, by category of service:
2024
2023
(US dollars in Thousands)
Audit Fees (1)
814
816
Audit-Related Fees (2)
10
0
Tax Fees (3)
73
77
Other Fees (4)
0
11
897
904
(1) Audit
Fees consist of fees for professional services rendered for the audit of our financial statements and our subsidiaries’ financial
statements, services
rendered in connection with statutory and regulatory filings and engagements (including audit of our internal control
over financial reporting), reviews of our interim
financial results submitted on Form 6-K, consent letters for our SEC filings and out
of pocket expenses reimbursement.
(2) Audit-related
fees consist of assurance and related services by the auditors including, among others: due diligence services, accounting consultations
and
audits in connection with acquisitions, attest services related to financial reporting that are not required by statute or regulation
and consultation concerning financial
accounting.
(3) Tax
fees consist of fees for tax compliance services and tax returns services.
(4) Other
fees in the year ended December 31, 2023 related to services in connection with information technology (IT) related consultancy services.
In accordance with our audit committee charter, which requires
audit committee pre-approval of audit and non-audit services to be provided by the independent
auditors and related fees and terms, all
of the services provided by our independent auditors in 2024 and 2023 were pre-approved by the audit committee.
ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR
AUDIT COMMITTEES
Not applicable.
ITEM
16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
Not applicable.
ITEM
16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
82
ITEM
16G. CORPORATE GOVERNANCE
As a foreign private issuer whose shares are listed on the NASDAQ
Global Select Market, we are permitted to follow certain home country corporate governance
practices instead of certain requirements of
the Nasdaq Listing Rules. We have elected to follow the practices of our home country, rather than the Nasdaq Listing Rules, with
respect
to the following requirements:
•
Distribution of certain reports to shareholders. As opposed to Nasdaq Listing Rule
5250(d), which requires listed issuers to make annual reports available to
shareholders in one of a number of specific manners, Israeli
law does not require that we distribute annual reports, including our financial statements. As such,
the generally accepted business practice
in Israel is to distribute such reports to shareholders through a public regulated distribution website. In addition to
making such reports
available on a public regulated distribution website, our audited financial statements are available to our shareholders at our offices
and will
only mail such reports to shareholders upon request.
•
Independent director meetings. Our Board has not adopted a policy of conducting regularly
scheduled meetings at which only our independent directors are
present, as permitted by Israeli law. We do not follow the requirements
of Nasdaq Listing Rule 5605(b)(2).
•
Compensation of officers. We follow Israeli law and practice with respect to the approval
of compensation for our chief executive officer and other executive
officers. While our compensation committee currently complies with
the provisions of the Nasdaq Listing Rules relating to composition requirements, Israeli
law generally requires that the compensation
of the chief executive officer and all other executive officers be approved, or recommended to the board for
approval, by the compensation
committee (with respect to the compensation of the chief executive officer and in certain other instances, shareholder approval is
also
required). Israeli law may differ from the provisions provided for in Nasdaq Listing Rule 5605(d) (see Exhibit 2.1 to this annual report,
“Description of
Securities”).
•
Director nomination process. While our corporate governance and nominating committee
currently complies with the provisions of the Nasdaq Listing Rules
relating to composition requirements, the process under which director
nominees are selected, or recommended for the Board of Directors selection, may not be
in full compliance with the applicable Nasdaq Listing
Rule 5605(e). Furthermore, although we have adopted a formal written corporate governance and
nominating committee charter, there is no
requirement under the Companies Law to do so and the charter as adopted may not be in full compliance with the
requirements under Nasdaq
Listing Rule 5605(e)(2).
•
Audit Committee Charter. Although we have adopted a formal written audit committee
charter, there is no requirement under the Companies Law to do so and
the charter as adopted may not specify all the items enumerated
in Nasdaq Listing Rule 5605(c)(1).
•
Compensation Committee Charter. Although we have adopted a formal written compensation
committee charter, there is no requirement under the Companies
Law to do so and the charter as adopted may not specify all the items enumerated
in Nasdaq Listing Rule 5605(d)(1).
•
Quorum requirements. Under our articles of association and as permitted under the Companies
Law, a quorum for any meeting of shareholders shall be the
presence of at least two shareholders holding a combined 33% of our outstanding
ordinary shares, instead of 33 1/3% of the issued share capital required under
Nasdaq Listing Rule 5620(c). If the meeting was adjourned
for lack of a quorum, if a quorum is not present at the adjourned meeting within half an hour of the
time fixed for the commencement of
the adjourned meeting, the shareholders present, in person or by proxy, shall constitute a quorum.
•
Related Party Transactions. We review and approve all related party transactions in
accordance with the requirements and procedures for approval of related
party acts and transactions set forth in Sections 268 to 275 the
Companies Law, which may not fully reflect the requirements of Nasdaq Listing Rule 5630.
•
Shareholder Approval. We seek shareholder approval for all corporate actions requiring
such approval under the requirements of the Companies Law, rather
than seeking approval for corporate actions in accordance with Nasdaq
Listing Rule 5635. Under the Companies Law, shareholder approval is required (subject
to certain limited exceptions) for, among other
things: (a) transactions with directors concerning the terms of their service (including indemnification, exemption,
and insurance for
their service or for any other position that they may hold at a company), for which approvals of the compensation committee, board of
directors, and shareholders are all required (subject to exceptions) (see Exhibit 2.1 to this annual report, “Description of Securities”);
(b) extraordinary
transactions with controlling shareholders of publicly held companies; (c) terms of office and employment or other engagement
of a controlling shareholder, if
any, or such controlling shareholder’s relative; (d) approval of transactions with the chief executive
officer with respect to his or her compensation, or
transactions with officers not in accordance with the approved compensation policy
(see Exhibit 2.1 to this annual report, “Description of Securities”); and (e)
approval of the compensation policy for office
holders (within the meaning of the Companies Law) (see “Item 6 Directors, Senior Management and Employees–
B. Compensation”).
In addition, under the Companies Law, a merger requires the approval of the shareholders of each of the merging companies.
We do not necessarily seek shareholder approval for the establishment of, and amendments to, stock option
or equity compensation plans (as set forth in Nasdaq
Listing Rule 5635(c)), as such matters are not subject to shareholder approval under
Israeli law. We will attempt to seek shareholder approval for our stock
option or equity compensation plans (and the relevant annexes
thereto) to the extent required in order to ensure they are tax qualified for our employees in the
United States However, even if such
approval is not received, then the stock option or equity compensation plans will continue to be in effect, but we will be
unable to grant
options to our U.S. employees that qualify as Incentive Stock Options for U.S. federal tax purpose. Our stock option or other equity
compensation
plans are also available to our non-U.S. employees, and provide features necessary to comply with applicable non-U.S. tax laws.
Except as stated above, we currently intend to comply with the
rules generally applicable to U.S. domestic companies listed on the NASDAQ Global Select Market.
We may in the future decide to use the
foreign private issuer exemption with respect to some or all of the other Nasdaq Listing Rules. Following our home country
governance
practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide investors less protection
than is accorded to
investors under the Nasdaq Listing Rules applicable to domestic issuers. For more information, see “Item 3.
“Key Information – D. Risk Factors - Risks Related to Our
Securities – We are a foreign
private issuer and, as a result, the public reporting and disclosure rules to which we are subject, and the corporate governance practices
that we
are permitted to follow, may provide less protection to our investors than is accorded to investors under rules applicable to
domestic U.S. issuers”.
ITEM
16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM
16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
83
ITEM 16J. INSIDER TRADING POLICIES
We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by our directors, officers, employees and certain
other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and applicable Nasdaq listing
standards. A copy of the Insider Trading Policy is included as Exhibit 11.1 to this Annual Report on Form 20-F.
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We believe an effective cybersecurity program is critical to guard the confidentiality, integrity, and availability of our information systems and data residing in those
systems. We have built and continue to develop processes for assessing, identifying, preventing, mitigating and managing material risks from cybersecurity threats. We have
embedded the oversight and management of cybersecurity risk within our enterprise risk management framework to guide our cybersecurity risk management program and
help drive a company-wide culture of cybersecurity risk management. In addition, we have established policies and procedures as well as disclosure controls with a
structured reporting mechanism to ensure proper and timely flow of information as well as appropriate management of events, threats and any related matter.
Our Information Technology Department uses a wide range of activities, including cybersecurity risk assessments, audits, vulnerability and penetration testing,
security monitoring tools, and system scanning, among other technology and human resources, to monitor and identify cybersecurity threats and incidents, as well as to
evaluate the effectiveness of our cybersecurity measures. We perform regular phishing testing on a monthly basis, and employees who fail the test receive a warning and in-
person training on a quarterly basis. We provide an annual training on information security and cyber awareness for our personnel with >98% participation rate among all
employees. In addition, we provide face-to-face training for all new employees on cybersecurity. New employees are also requested to sign a form detailing the permitted
use of our computer resources. In addition, every quarter we send a cyber security awareness brochure to all employees. These training activities provide employees with
effective tools to address cybersecurity threats and implement our evolving security processes and practices.
With respect to cybersecurity monitoring, we engage a third party to perform 24/7 cybersecurity monitoring, detection and response services. With the third party's
assistance, our Information Technology Department tracks metrics that monitor our cybersecurity risk posture, including any identified cybersecurity threats and risks,
security awareness proficiency of employees, and any system vulnerabilities and patching requirements. We also engage third parties to perform assessments of our
cybersecurity measures (including audits) and to help improve our processes and practices. The results of such assessments, audits and reviews are reported by the Chief
Information Security Officer (CISO), and/or a delegate of the CISO, to the Company’s management and to our Audit Committee, and we are committed to adjusting our
cybersecurity processes and practices as necessary based on the information provided by these assessments, audits and reviews. Our cybersecurity processes and practices
are modelled based on industry best practices, including the ISO/IEC 27001 Standard.
We require all third-party vendors that may have access to Company, employee, customer, or other third-party data, and/or access to the Company’s systems, to
complete a questionnaire and undergo a vetting process prior to being approved and onboarded. The vetting process may include a review of the vendor's relevant policies
and procedures, standards certifications, technology architecture, business practices and cybersecurity profile. Third-party vendor agreements include confidentiality
obligations and specify data elements that the third party has access to, how the third party protects the data, personal information and data subject’s rights, and procedures for
the return or destruction of protected data.
84
In addition to the above processes and resources, we deploy technical safeguards and maintain a cybersecurity incident response process that are designed to protect
our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, system
backups, denial of service attack prevention, endpoint protection, network protection and cloud workload protection, which are evaluated and improved through vulnerability
assessments and cybersecurity threat intelligence. In addition, within the Information Technology Department, we have an Incident Response Team, which maintains and is
responsible for communicating any cybersecurity incidents in accordance with a written incident response plan (the “Incident Response Plan”). The Incident Response Plan
defines responsibilities and immediate actions necessary to mitigate risk, defines report of incidents to management, and identifies necessary steps to remediate the incident
and prevent future incidents. The Incident Response Team is responsible for identifying and assessing the impact of various factors, including duration of the breach or other
incident, the number of systems and users affected, the actual or potential system downtime and associated financial impact, as well as the cost and timing of system and data
recovery. We also implement controls and procedures that provide for the escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and
reporting of such incidents can be made by management in a timely manner. Third parties engaged in monitoring and detection are required to report all cybersecurity
incidents immediately to the CISO. Our CISO is responsible for reporting critical cybersecurity incidents that may affect Tower’s operations immediately to the our senior
management team and the Company’s compliance officer. Depending on the nature and severity of an incident, the incident may also need to be reported to our Disclosure
Committee to determine whether the incident is or is reasonably likely to become material and shall be reported to the Audit Committee and the Board of Directors, and
whether the Company must disclose the incident to the relevant authorities, as may be required by applicable regulation.
Governance
Our Board of Directors recognizes the importance of managing the risk of cybersecurity threats to the Company. The Board and its committees are responsible for
overseeing our enterprise risk management activities. With respect to cybersecurity risk, the Audit Committee, responsible for, among other things, overseeing our
compliance with internal controls and our management of enterprise risks, specifically oversees cybersecurity risks and the Company’s risk mitigation framework with a
focus on the following: data governance, information systems, incident response for cybersecurity incidents, disaster recovery and compliance risks.
The Audit Committee meets at least four times each year and as often as necessary to fulfill its responsibilities. Our senior management team, which includes our
Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, together with the VP of Information Technology or CISO, report on a regular basis to the Audit
Committee with a review of the cybersecurity program, status updates, progress of the annual plan, and cybersecurity risks and trends as well as other information necessary
to assess such risks and oversee the development and performance of our risk mitigation processes. The Board of Directors and Audit Committee receive prompt and timely
information regarding any cybersecurity incidents that meet established reporting thresholds, as well as required subsequent updates.
The VP of Information Technology leads our Information Technology Department and is responsible for overseeing our information security program. The VP of
Information Technology has over 25 years of industry experience, and is responsible for assessing and managing cybersecurity risks, as well as communicating cybersecurity
incidents, matters and trends to Company management, the Audit Committee and the Board of Directors. Team members who support our information security program have
relevant educational and industry experience and regularly report to the VP of Information Technology. Our Information Technology Department regularly reports to senior
management and other relevant teams on various cybersecurity threats, assessments and findings.
85
The CISO, and/or a delegate of the CISO, in coordination with our Chief Executive Officer and Chief Legal Officer, work collaboratively to implement a program
designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and
recovery plans. The CISO, and/or a delegate of the CISO, monitors the prevention, detection, mitigation and remediation of cybersecurity incidents, and reports such
incidents to the Disclosure Committee when appropriate.
We face risks from cybersecurity threats that could have a material adverse effect on our business, strategy, operations, financial condition, results of operations, cash
flows or reputation. However, to date, we have not experienced any cybersecurity incidents that have had a material adverse effect. We cannot provide assurance that we will
not be materially affected in the future by such risks and any future material incidents. See “Item 3. “Key Information – D. Risk Factors - Risks Related to Our Business –
Security, cyber and privacy breaches may harm our business and operations.”
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements and related auditors’ report for the year ended December 31, 2024 are included in this annual report beginning on page F-1.
86
ITEM 19. EXHIBITS
1.1
Articles of Association of the Company, approved by shareholders on November 14, 2000, as amended (incorporated by reference to Exhibit 3.1 of the
Company’s Registration Statement on Form F-1, File No. 333-126909).
1.2
Amendment to Articles of Association of the Company (approved by shareholders on December 7, 2003) (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8, File No. 333-117565).
1.3
Amendment to the Articles of Association of the Company (approved by shareholders on September 28, 2006) (incorporated by reference to Exhibit 4.2 of the
Company’s Registration Statement on Form S-8, File No. 333-138837).
1.4
Amendment to Articles of Association of Company (approved by shareholders on September 24, 2008) (incorporated by reference to Exhibit 3.4 of the
Company’s Registration Statement on Form S-8, File No. 333-153710).
1.5
Amendment to Articles of Association of Company (approved by shareholders on August 11, 2011) (incorporated by reference to Exhibit 99.1 of the Form 6-K
furnished to the SEC on January 17, 2012).
1.6
Amendment to Articles of Association of Company (approved by shareholders on August 2, 2012) (incorporated by reference to proposals 1 and 2 of the proxy
statement filed on Form 6-K furnished to the SEC on June 12, 2012, and the Form 6-K furnished to the Securities and Exchange Commission on August 2,
2012).
1.7
Amendment to Articles of Association of Company (approved by shareholders on May 23, 2013) (incorporated by reference to Proposal 5 of the proxy
statement furnished on Form 6-K to the Securities and Exchange Commission on April 16, 2013).
2.1
Description of Securities Registered Under Section 12 (incorporated by reference to Exhibit 2.1 of the annual report on Form 20-F filed with the Securities and
Exchange Commission on April 22, 2024).
4.1
2013 Share Incentive Plan, as amended in 2019 (incorporated by reference to Exhibit 4.1 of the annual report on Form 20-F filed with the Securities and
Exchange Commission on April 29, 2022).
#4.2
Compensation Policy for Executive Officers and Directors of the Company.
4.4
Consortium Agreement, effective as of September 14, 2021, by and among the Company and ST (certain confidential portions (indicated by brackets and
asterisks) have been omitted from this exhibit) (incorporated by reference to Exhibit 4.4 of the annual report on Form 20-F filed with the Securities and
Exchange Commission on April 29, 2022).
87
4.5
Manufacturing Services Agreement, effective as of September 1, 2023, by and between the Company and Intel Corporation incorporated by reference to Exhibit
4.5 of the annual report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2024).
#8.1
List of Subsidiaries.
#11.1
Insider Trading Policy
#12.1
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#12.2
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#13.1
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#13.2
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#15.1
Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a firm in The Deloitte Global Network
97
Compensation recovery policy required by the applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (incorporated by reference to Exhibit 97.1 to
the Registrant’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2024).
#101
The following financial information from Tower Semiconductor Ltd.’s annual report on Form 20-F for the year ended December 31, 2024, formatted in XBRL
(eXtensible Business Reporting Language):
Consolidated Balance Sheets as of December 31, 2024 and 2023;
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022;
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022;
Consolidated Statements of Cash Flows for the years ended December 312024, 2023 and 2022; and
Notes to Consolidated Financial Statements, tagged as blocks of text.
Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act, and
otherwise the Company is not subject to liability under these sections.
#104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish on a supplemental basis an
unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Securities and Exchange Commission upon its request.
#Filed herewith
88
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.
TOWER SEMICONDUCTOR LTD.
By: /s/ Russell C. Ellwanger
Russell C. Ellwanger
Chief Executive Officer
April 30, 2025
89
TOWER SEMICONDUCTOR LTD.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1197)
F-2 - F-4
BALANCE SHEETS
F-5
STATEMENTS OF OPERATIONS
F-6
STATEMENTS OF COMPREHENSIVE INCOME
F-7
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
F-8
STATEMENTS OF CASH FLOWS
F-9 - F-10
NOTES TO FINANCIAL STATEMENTS
F-11 - F-50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tower Semiconductor Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Tower Semiconductor Ltd. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the
related consolidated statements of operations, comprehensive income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended
December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over
financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial
reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on
our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F - 2
Income Taxes — Income Tax Provision — Refer to Note 18 to the financial statements
Critical Audit Matter Description
The Company's provision for income taxes is affected by income taxes in a multinational tax environment. The income tax provision is an estimate determined based on
current enacted tax laws and tax rates at each of its geographic locations with the use of acceptable allocation methodologies based upon the Company’s organizational
structure, the Company’s operations and business mode of work, and result in applicable local taxable income attributable to those locations. For the year-ended December
31, 2024, the consolidated provision for income taxes was $10.2 million comprised of amounts related to Israel, Japan, U.S. and Italy operations, as detailed in Note 18.
We identified management’s determination of the taxable income and its related income tax provision as a critical audit matter because of the significant judgements and
estimates management makes related to the charges between the sites located in different tax jurisdictions, the consideration of different tax status in each jurisdiction. This
required a high degree of auditor judgement and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to
evaluate the reasonableness of management’s estimate of the income tax provision.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of the taxable income allocation and income tax provision included the following, among others:
•
We obtained the taxable income allocation used in calculating the income tax provision and tested that the taxable income allocation between Israel and corporate
operations and the other subsidiaries is appropriate based on the specified services and margins determined in the Company's transfer pricing studies.
•
We tested the effectiveness of controls over the Company’s process to allocate its taxable income between the different subsidiaries based on the Company's transfer
pricing studies.
•
We read and evaluated management’s documentation, including information obtained by management from external tax specialists that detailed the basis of the uncertain
tax positions.
•
With the assistance of our income tax specialists, we evaluated:
•
The appropriateness of the transfer pricing analysis, including the transfer pricing methods and profit level indicators and ranges provided within the transfer pricing
studies conducted by the Company’s external tax specialists.
•
The appropriateness of the transfer pricing methodology implemented by management as provided in the transfer pricing studies.
•
The relevant facts by reading the Company’s correspondence with the relevant tax authorities and any third-party advice obtained by the Company.
•
The Company’s measurement of uncertain tax positions related to transfer pricing based on our knowledge of international and local income tax laws, as well as
historical settlement activity from income tax authorities.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
February 27, 2025
We have served as the Company's auditor since 1993.
F - 3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tower Semiconductor Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Tower Semiconductor Ltd. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control
— Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements
as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those consolidated financial
statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
February 27, 2025
F - 4
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars and shares in thousands)
As of
December 31,
2024
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
271,894 $
260,664
Short-term deposits
946,351
790,823
Marketable securities (*)
-
184,960
Trade accounts receivable
211,932
154,067
Inventories
268,295
282,688
Other current assets
61,817
35,956
Total current assets
1,760,289
1,709,158
LONG-TERM INVESTMENTS
8,650
8,452
PROPERTY AND EQUIPMENT, NET
1,286,622
1,155,929
INTANGIBLE ASSETS, NET
3,196
5,115
GOODWILL
7,000
7,000
OTHER LONG-TERM ASSETS, NET
14,728
32,863
TOTAL ASSETS
$
3,080,485 $
2,918,517
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt
$
48,376 $
58,952
Trade accounts payable
130,624
139,128
Deferred revenue and customers' advances
21,655
18,418
Employee related liabilities
65,199
51,054
Other current liabilities
19,210
9,286
Total current liabilities
285,064
276,838
LONG-TERM DEBT
132,437
172,611
LONG-TERM CUSTOMERS' ADVANCES
7,690
25,710
EMPLOYEE RELATED LIABILITIES
4,985
6,098
OTHER LONG-TERM LIABILITIES
10,129
10,221
TOTAL LIABILITIES
440,305
491,478
Ordinary shares of NIS 15 par value:
446,562
443,631
150,000 authorized as of December 31, 2024 and 2023
111,637 and 111,550 issued and outstanding, respectively, as of December 31, 2024
110,912 and 110,825 issued and outstanding, respectively, as of December 31, 2023
Additional paid-in capital
1,377,986
1,380,917
Cumulative stock based compensation
236,551
202,343
Accumulated other comprehensive loss
(74,188)
(52,935)
Retained earnings
675,479
467,615
2,662,390
2,441,571
Treasury stock, at cost - 87 shares
(9,072)
(9,072)
THE COMPANY'S SHAREHOLDERS' EQUITY
2,653,318
2,432,499
Non-controlling interest
(13,138)
(5,460)
TOTAL SHAREHOLDERS' EQUITY
2,640,180
2,427,039
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
3,080,485 $
2,918,517
(*) Marketable securities as of December 31, 2023 were available-for-sale securities; the amortized cost of such marketable securities of $188,826 was net of an
immaterial allowance for credit losses.
See notes to the consolidated financial statements.
F - 5
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars and shares in thousands, except per share data)
Year ended December 31,
2024
2023
2022
REVENUES
$
1,436,122 $
1,422,680 $
1,677,614
COST OF REVENUES
1,096,680
1,069,161
1,211,306
GROSS PROFIT
339,442
353,519
466,308
OPERATING COSTS AND EXPENSES:
Research and development
79,434
79,808
83,911
Marketing, general and administrative
74,964
72,454
80,282
Restructuring gain from sale of machinery and equipment, net
-
(52,168)
(20,243)
Restructuring expense (income), net
(6,270)
19,662
10,684
Merger-contract termination fee, net
-
(313,501)
-
148,128
(193,745)
154,634
OPERATING PROFIT
191,314
547,264
311,674
FINANCING INCOME (EXPENSE), NET
50,834
30,531
(12,767)
OTHER INCOME (EXPENSE), NET
(24,721)
7,047
(6,934)
PROFIT BEFORE INCOME TAX
217,427
584,842
291,973
INCOME TAX EXPENSE, NET
(10,205)
(65,312)
(25,502)
NET PROFIT
207,222
519,530
266,471
Net loss (profit) attributable to non-controlling interest
642
(1,036)
(1,902)
NET PROFIT ATTRIBUTABLE TO THE COMPANY
$
207,864 $
518,494 $
264,569
BASIC EARNINGS PER SHARE:
Earnings per share
$
1.87 $
4.70 $
2.42
Weighted average number of shares
111,153
110,289
109,349
DILUTED EARNINGS PER SHARE:
Earnings per share
$
1.85 $
4.66 $
2.39
Net profit used for diluted earnings per share
$
207,864 $
518,494 $
264,569
Weighted average number of shares
used for diluted earnings per share
112,343
111,216
110,754
See notes to the consolidated financial statements.
F - 6
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
Year ended December 31,
2024
2023
2022
Net profit
$
207,222 $
519,530 $
266,471
Other comprehensive income, net of tax:
Foreign currency translation adjustment
(19,956)
(15,761)
(27,595)
Unrealized gain (loss) on derivatives and marketable securities
1,065
4,769
(690)
Realized gain on marketable securities which was previously presented in other comprehensive income
(9,524)
-
-
Change in employees plan assets and benefit obligations
126
(222)
(938)
Comprehensive income
178,933
508,316
237,248
Comprehensive loss attributable to non-controlling interest
7,678
4,780
7,667
Comprehensive income attributable to the Company
$
186,611 $
513,096 $
244,915
See notes to the consolidated financial statements.
F - 7
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(dollars and share data in thousands)
THE COMPANY'S SHAREHOLDERS' EQUITY
Accumulated
Foreign
Retained
Ordinary Ordinary Additional
other
currency
earnings
Total
Non
shares shares paid-in
Unearned
comprehensive translation (accumulated Treasury comprehensive controlling
issued amount
capital
compensation income (loss) adjustments
deficit)
stock
income (loss) interest
Total
BALANCE
AS OF
JANUARY 1,
2022
108,970 $ 435,453 $1,389,051 $
149,906 $
(412) $
(27,471) $
(315,448) $ (9,072)
$
(6,618) $1,615,389
Changes during
the year ended
December 31,
2022:
Proceeds from
an investment in
a subsidiary
11,645
11,645
Exercise of
options and
RSUs
1,071
4,697
(4,653)
44
Employee stock-
based
compensation
24,215
24,215
Other
comprehensive
income:
Profit
264,569
$
264,569
1,902
266,471
Foreign
currency
translation
adjustments
(18,026)
(18,026)
(9,569)
(27,595)
Unrealized
loss on
derivatives
and
marketable
securities
(690)
(690)
(690)
Change in
employees
plan assets
and benefit
obligations
(938)
(938)
(938)
Comprehensive
income
$
244,915
BALANCE
AS OF
DECEMBER
31, 2022
110,041 440,150 1,384,398
174,121
(2,040)
(45,497)
(50,879)
(9,072)
(2,640) 1,888,541
Changes during
the year ended
December 31,
2023:
Proceeds from
an investment in
a subsidiary
1,960
1,960
Exercise of
RSUs
871
3,481
(3,481)
-
Employee stock-
based
compensation
28,222
28,222
Other
comprehensive
income:
Profit
518,494
$
518,494
1,036
519,530
Foreign
currency
translation
adjustments
(9,945)
(9,945)
(5,816)
(15,761)
Unrealized
gain on
derivatives
and
marketable
securities
4,769
4,769
4,769
Change in
employees
plan assets
(222)
(222)
(222)
and benefit
obligations
Comprehensive
income
$
513,096
BALANCE
AS OF
DECEMBER
31, 2023
110,912 443,631 1,380,917
202,343
2,507
(55,442)
467,615
(9,072)
(5,460) 2,427,039
Changes during
the year ended
December 31,
2024:
Exercise of
RSUs
725
2,931
(2,931)
-
Employee stock-
based
compensation
34,208
34,208
Other
comprehensive
income:
Net profit
207,864
$
207,864
(642)
207,222
Foreign
currency
translation
adjustments
(12,920)
(12,920)
(7,036)
(19,956)
Unrealized
gain on
derivatives
and
marketable
securities
1,065
1,065
1,065
Realized gain
on marketable
securities
which was
previously
presented in
other
comprehensive
income
(9,524)
(9,524)
(9,524
)
Change in
employees
plan assets
and benefit
obligations
126
126
126
Comprehensive
income
$
186,611
BALANCE
AS OF
DECEMBER
31, 2024
111,637 $ 446,562 $1,377,986 $
236,551 $
(5,826) $
(68,362) $
675,479 $ (9,072)
$
(13,138) $2,640,180
OUTSTANDING
SHARES, NET
OF TREASURY
STOCK
AS OF
DECEMBER 31,
2024
111,550
See notes to the consolidated financial statements.
F - 8
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year ended December 31,
2024
2023
2022
CASH FLOWS - OPERATING ACTIVITIES
Net profit for the period
$
207,222 $
519,530 $
266,471
Adjustments to reconcile net profit for the period
to net cash provided by operating activities:
Income and expense items not involving cash flows:
Depreciation and amortization
266,279
258,021
292,638
Effect of exchange rate differences and fair value adjustment
133
(1,632)
10,362
Other expense (income), net
24,721
(7,047)
6,934
Changes in assets and liabilities:
Trade accounts receivable
(60,169)
(3,160)
(15,232)
Other current assets
(33,992)
(9,541)
20,427
Inventories
4,778
8,682
(77,891)
Trade accounts payable
35,784
(8,254)
(20,893)
Deferred revenue and customers' advances
(14,783)
(35,676)
(30,069)
Employee related liabilities and other current liabilities
22,021
(70,163)
61,033
Long-term employee related liabilities
(1,312)
(1,210)
2,956
Deferred tax, net and other long-term liabilities
(2,000)
27,011
13,084
Net cash provided by operating activities
448,682
676,561
529,820
CASH FLOWS - INVESTING ACTIVITIES
Investments in property and equipment, net
(436,153)
(444,502)
(366,403)
Proceeds related to sale and disposal of property and equipment
4,500
12,318
152,866
Proceeds from investment realization
62
12,458
2,574
Investments in other assets
(530)
(605)
(1,037)
Deposits and marketable securities, net
31,882
(300,516)
(117,448)
Net cash used in investing activities
(400,239)
(720,847)
(329,448)
CASH FLOWS - FINANCING ACTIVITIES
Exercise of options, net
-
-
44
Proceeds from loans
81,812
24,180
-
Loans repayment
(76,144)
-
-
Principal payments on account of capital lease obligation
(38,123)
(38,033)
(38,536)
Debentures repayment
-
(18,493)
(39,843)
Proceeds from an investment in subsidiary
-
1,932
11,685
Net cash used in financing activities
(32,455)
(30,414)
(66,650)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE
(4,758)
(5,395)
(3,893)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
11,230
(80,095)
129,829
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
260,664
340,759
210,930
CASH AND CASH EQUIVALENTS - END OF PERIOD
$
271,894 $
260,664 $
340,759
See notes to the consolidated financial statements.
F - 9
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year ended December 31,
2024
2023
2022
NON-CASH ACTIVITIES:
Investments in property and equipment
$
50,440 $
164,667 $
169,376
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received during the period from interest
$
53,613 $
30,475 $
12,358
Cash paid during the period for interest
$
4,255 $
4,519 $
4,458
Cash paid for income tax, net during the period
$
23,488 $
12,379 $
12,802
See notes to the consolidated financial statements.
F - 10
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 1: DESCRIPTION OF BUSINESS AND GENERAL
The consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) include the financial statements of Tower, and (i) its wholly-owned subsidiary
Tower US Holdings Inc., the sole owner of: (1) Tower Semiconductor NPB Holdings, Inc. and its wholly-owned subsidiary, Tower Semiconductor Newport
Beach, Inc., an independent semiconductor foundry (Tower Semiconductor NPB Holdings, Inc. and Tower Semiconductor Newport Beach, Inc. collectively
referred to herein as “TSNB”); and (2) Tower Semiconductor San Antonio, Inc. (“TSSA”); (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co.,
Ltd. (“TPSCo”), an independent semiconductor foundry which operated three semiconductor facilities located in Tonami, Uozu and Arai (one of which, the
Arai facility, ceased its operations in June 2022, see Note 13B2), in Hokuriku Japan, with the other 49% of TPSCo’s shares held by Nuvoton Technology
Corporation Japan (“NTCJ”), formerly named “Panasonic Semiconductor Systems Co., Ltd.” (“PSCS”); and (iii) its wholly-owned subsidiary Tower
Semiconductor Italy S.r.l. (“TSIT”), incorporated in 2021 following the collaborative arrangement signed in June 2021 with ST Microelectronics S.r.l (“ST”)
according to which TSIT shares cost with ST, as of December 31, 2024, at a new 300 mm facility owned by ST in Agrate, Italy (see Note 13E).
Tower and its subsidiaries are collectively referred to as the “Company”.
The Company is a leading global analog foundry of high value semiconductor solutions, providing technology, development and process platforms for
integrated circuits (ICs) in growing markets offering a broad range of customizable process technologies including: SiGe, SiPho, mixed signal CMOS, RF
CMOS, CMOS image sensor, non-imaging sensors and integrated power management. The Company also provides a world-class design enablement platform
for a quick and accurate design cycle, as well as Transfer Optimization and development Process Services (“TOPS”) to integrated device manufacturers
(“IDMs”) and fabless companies that require capacity. To provide multi-fab sourcing and expanded capabilities for its customers, as of December 31, 2024, the
Company owns two facilities in Israel (150mm and 200mm), two in the U.S. (200mm), two in Japan through TPSCo (200mm and 300mm), shares a clean room
and capacity in a 300mm facility in Italy with ST, and is establishing with Intel Corporation’s (“Intel”) capacity corridor in Intel’s 300mm facility in New
Mexico, USA, organized under TSSA (see Note 13F).
Tower’s ordinary shares are traded on the NASDAQ Global Select Market and on the Tel-Aviv Stock Exchange (“TASE”) under the symbol TSEM.
On February 15, 2022, Intel and Tower announced the signing of a definitive agreement under which Intel was to acquire all of Tower’s outstanding ordinary
shares for cash consideration of $53 per share, however, the closing conditions for this transaction were not met since certain regulatory approvals were not
received, hence, on August 16, 2023, Intel and Tower announced the termination of this agreement. Pursuant to the terms of the agreement, and in connection
with the termination, Intel paid Tower a termination fee of $353,000, which is presented, net of associated fees, in a separate line within the statement of
operations for the year ended December 31, 2023 in the amount of $313,501.
F - 11
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation
The Company’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”).
B. Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ from those estimates.
C. Principals of Consolidation
The Company’s consolidated financial statements include the financial statements of Tower and its subsidiaries. The Company’s consolidated financial
statements are presented after the elimination of inter-company transactions and balances.
D. Reclassifications
Certain prior year amounts have been reclassified to conform to the current financial statement presentation.
E. Cash and Cash Equivalents
Cash and cash equivalents consist of cash, highly liquid bank deposits and money market funds readily convertible to known amounts of cash with
original maturities of three months or less as of the date of its purchase.
F. Short Term Interest-Bearing Deposits
Short-term deposits include bank deposits with original maturities greater than three months and with remaining maturities of less than one year. Such
deposits are presented at cost, including accrued interest, which approximates their fair value.
G. Marketable Securities
The Company accounts for its investments in grade debt securities in accordance with ASC 320 "Investments - Debt Securities". Management determines
the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date.
The Company classifies its marketable securities as "available-for-sale", as the Company does not intend to hold them necessarily to maturity. Any
decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in
the maturity, mix of the Company’s assets and liabilities, liquidity needs and other similar factors. Securities classified as available for sale are measured
at fair value, based on quoted market prices or independent pricing services valuation. Gains and losses are recognized on a specific identification basis, in
the Company's consolidated statements of operations.
F - 12
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
G. Marketable Securities (continued)
Unrealized gains and losses are recorded in (i) the statement of other comprehensive income in periods the Company has no specific need and/or plan to
use cash by selling such securities, or (ii) in the statement of operations as financing expense (income) in periods the Company has a specific need and/or
intends to sell such securities.
The Company assessed the available-for-sales debt securities with an amortized cost basis in excess of estimated fair value to determine what amount of
that difference, if any, is caused by expected credit losses in accordance with ASC 326, "Financial Instruments - Credit Losses".
Allowance for credit losses is recorded in financing income (expense), net, on the consolidated statements of operation, and any remaining unrealized
losses, net of taxes, are included in accumulated other comprehensive income in shareholders' equity.
As of December 31, 2024, the Company had no outstanding marketable securities since it sold all its marketable securities portfolios during 2024.
As of December 31, 2023 the Company concluded that the current expected credit losses on its available-for-sale investment portfolio were immaterial.
H. Trade Accounts Receivables - Allowance for Expected Credit Loss
The Company maintains an allowance based on specific analysis of each customer account receivable’s aging, assessment of its related risk and ability of
the customer to make the required payment. In addition, in accordance with ASC 326, "Financial Instruments - Credit Losses", an allowance is
maintained for such estimated expected losses. The amount of the allowance is determined principally on the basis of past collection experience and
known financial factors regarding specific customers. Trade accounts receivables are written off using this allowance when it is probable that collection
will not occur. Credit is extended to customers satisfying pre-defined credit criteria.
The total allowance for expected credit losses was $4,982 and $4,790 as of December 31, 2024 and 2023, respectively.
I. Inventories
Inventories are stated at the lower of aggregate cost or net realizable value. If inventory costs exceed expected net realizable value, the Company writes-
down the difference between the cost and the expected net realizable value. Cost of raw materials is determined mainly on the basis of the weighted
average moving price per unit. Work in progress is measured at cost including acquisition costs, processing costs and other costs incurred in bringing the
inventories to their present stage.
F - 13
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
J. Investments in Privately Held Companies
Long-term investments include equity investments in privately-held companies without readily determinable fair values. In accordance with ASC 321 -
“Investments - Equity Securities”, the Company may elect to measure those investments at fair value or at cost, less any impairment, plus or minus
changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (“Measurement
Alternative”). The Company elected to use the Measurement Alternative for each of its investments. Any adjustments resulting from impairments and/or
observable price changes are recorded under “other income (expense), net” in the consolidated statements of operations. See also Note 2M below.
K. Property and Equipment
The Company accounts for property and equipment in accordance with Accounting Standards Codification ASC 360 “Accounting for the Property, Plant
and Equipment”. Property and equipment are presented at cost, including capitalizable costs. Capitalizable costs include only costs that are identifiable
with, and related to, the property and equipment, and are incurred prior to their initial operation. Identifiable incremental direct costs include costs
associated with constructing, establishing, and installing facilities and equipment, as well as technology transfer.
Maintenance and repairs are charged to expenses as incurred.
Property and equipment are presented net of investment grants and government subsidies received and less accumulated depreciation.
Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows:
•
Buildings and building improvements, including facility infrastructure: 7-25 years.
•
Machinery and equipment, software and hardware: 3-15 years.
Impairment charges, if needed, are determined based on the policy outlined in Note 2M below.
Property and equipment also include assets under capital leases, which are depreciated over their applicable useful life.
L. Intangible Assets and Goodwill
The Company accounts for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other”. Intangible assets include the
values assigned to the intangible assets as part of the purchase price allocation made at the time of acquisition. Intangible assets are amortized over the
expected estimated economic life commonly used in the industry. Goodwill is not amortized and subject to impairment testing. Impairment charges on
intangibles or goodwill, if needed, are determined based on the policy outlined in Note 2M below.
F - 14
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
M. Impairment of Assets
Impairment of Property, Equipment and Intangible Assets
The Company reviews long-lived assets and intangible assets on a periodic basis, as well as when such review is required based upon relevant
circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable,
considering the undiscounted cash flows expected from them. If applicable, the Company recognizes an impairment loss based upon the difference
between the carrying amount and the fair value of such assets, in accordance with ASC 360-10 “Property, Plant and Equipment”. As of December 31,
2024, the Company concluded there was no impairment to its long-lived assets and intangible assets.
Impairment of Goodwill
The Company performs a qualitative analysis when testing goodwill for impairment. A qualitative goodwill impairment test is performed when the fair
value of a reporting unit historically has significantly exceeded the carrying value of its net assets and based on current operations is expected to continue
to exceed it. Otherwise, the Company is required to conduct a quantitative impairment test and estimate the fair value of the reporting unit using a
combination of an income approach based on discounted cash flow analysis and a market approach based on market multiples. If the fair value of a
reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference. As of December 31, 2024, the Company
performed a qualitative impairment test for its reporting unit and concluded there was no impairment of goodwill.
Impairment of Investment in Privately Held Companies
Investments in privately held companies accounted for using the Measurement Alternative are subject to periodic impairment reviews. Based on ASC
321-10-35-3, the Company’s impairment analysis considers qualitative factors to evaluate whether the investment is impaired. As of December 31, 2024,
no impairments were recorded.
F - 15
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
N. Leases
The Company recognizes a right-of-use asset (“ROU”) and lease liability for all operating and capital leases with a term greater than twelve months upon
lease arrangement inception.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make
lease payments arising from the terms of lease contracts. ROU assets and lease liabilities are recognized at the lease commencement date based on the
present value of lease payments over the lease term. Since most of the Company’s leases do not provide an implicit rate, the Company's incremental
borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The lease terms
used to calculate the ROU asset and related lease liability include options to terminate the lease or extend it when it is reasonably certain that the
Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense.
For additional information, see Notes 10D and 10E.
O. Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers“ when it transfers the control of promised goods
or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company’s revenues are generated principally from sales of semiconductor wafers. The Company, to a much lesser extent, also derives revenues from
design support and other technical and support services incidental to the sale of semiconductor wafers. Most of the Company’s sales are achieved through
the effort of its direct sales and business development force.
Wafer sales typically contain a single performance obligation that is fulfilled on the date of delivery and recognized at a point in time, which is upon
shipment of the Company’s products to unaffiliated customers, depending on shipping terms stipulated in the contract. Accordingly, control of the
products transfers to the customer in accordance with the transaction's shipping terms. Taxes imposed by governmental authorities, such as sales taxes or
value-added taxes, are excluded from net sales.
The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues, based on past experience
and specific identification of relevant events, which has been in immaterial amounts.
The Company provides its customers with other services that are less significant in scope and amount and for which recognition occurs over time when
customers receive the services.
F - 16
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
P. Research and Development
Research and development costs are charged to operations as incurred. Amounts received or receivable from the government of Israel and others, such as
participation in research and development programs, are offset from research and development costs. The accrual for grants receivable is determined
based on the terms of the programs, provided that the criteria for entitlement have been met. As of December 31, 2024, the grants receivable amount was
immaterial.
Q. Income Taxes
The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10 “Income Taxes”. This topic prescribes the use
of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax
bases of assets and liabilities. Deferred taxes are measured using the enacted tax rates under applicable law expected to be in effect for the year in which
the differences are expected to reverse as of the balance sheet date. Deferred tax assets and liabilities, as well as any related valuation allowance, are
presented as noncurrent items on the balance sheets.
The Company evaluates the potential realization of its deferred tax assets for each jurisdiction in which the Company operates at each reporting date and
establishes valuation allowances when it is more likely than not that all or a part of its deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers
all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and
deferred tax assets and projected future taxable income.
A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on all
available evidence.
ASC 740-10 prescribes a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or
expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits including
resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that
the Company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in its income tax
returns and the amount of tax benefits recognized in its financial statements, represent the Company's unrecognized income tax benefits. The Company's
policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense.
F - 17
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
R. Earnings per Ordinary Share
Basic earnings per share are calculated in accordance with ASC 260, “Earnings Per Share” by dividing net profit or loss attributable to ordinary equity
holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding during the reported period (the denominator). Diluted
earnings per share are calculated, if applicable, by adjusting the net profit attributable to ordinary equity holders of Tower, and the weighted average
number of ordinary shares, taking into effect all potential dilutive ordinary shares.
S. Comprehensive Income
In accordance with ASC 220 “Comprehensive Income”, comprehensive income represents the change in shareholders’ equity during a reporting period
from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a reporting period except those
resulting from investments by owners and distributions to owners. Other comprehensive income (“OCI”) represents gains and losses that are included in
comprehensive income but excluded from net profit.
T. Functional Currency and Exchange Rate Results
The currency of the primary economic environment in which Tower, TSSA, TSNB and TSIT conduct their operations is the U.S. Dollar (“dollar”). Thus,
the dollar is their functional and reporting currency. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into
dollars in accordance with ASC 830-10 “Foreign Currency Matters”. All transaction gains and losses from the re-measurement of monetary balance sheet
items are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of TPSCo, whose functional
currency is the Japanese Yen (“JPY”), have been translated into dollars. The assets and liabilities have been translated using the exchange rate in effect as
of the balance sheet date. The statements of operations of TPSCo have been translated using the average exchange rate for the reported period. The
resulting translation adjustments are charged or credited to OCI.
U. Stock-based Compensation
The Company applies the provisions of ASC Topic 718 “Compensation - Stock Compensation”, under which employees’ share-based equity awards
(mostly restricted stock units and performance unit shares) are recognized based on the grant-date fair values.
The compensation costs are recognized using the graded vesting attribution method based on the vesting terms of each unit included in the award resulting
in an accelerated recognition of compensation costs.
F - 18
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
V. Fair Value Measurements of Financial Instruments
ASC 820, "Fair Value Measurements and Disclosures" (“ASC 820”), requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement.
ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices
for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the
fair value of the assets or liabilities.
The carrying value of the Company’s bank deposits, account receivables, payables and accrued liabilities, approximate their current fair values in
accordance with their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-
recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time
a financial statement is prepared such as marketable securities and investments in privately-held companies.
F - 19
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
W. Derivatives and Hedging
In accordance with ASC Topic 815, Derivative and Hedging ("ASC 815"), the Company recognizes all its derivative instruments as either assets or
liabilities and carries them at fair value.
For derivative instruments that are designated and qualify as cash flow hedges, the derivative's gain or loss is initially reported as a component of OCI and
is subsequently recorded into earnings when the hedged exposure affects earnings, in the same line item as the underlying hedged item on the consolidated
statements of earnings.
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions
are presented in the same categories as the cash flows from the respective hedged items.
X. Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other
segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU
No. 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The new standard is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of
this ASU does not have any impact on the Company’s financial position, results of operations or cash flow reports, see Note 15E with regards to
applicable disclosure.
Y. Recently Issued Accounting Pronouncements Not Yet Adopted
On December 23, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09— Income taxes
(topic 740): improvements to income tax disclosures.
This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative
threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income
taxes paid for individually significant jurisdictions.
The amendment should be effective for annual periods beginning after December 15, 2024. The Company does not expect the new standard to have a
material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of specified information about certain costs and
expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15,
2026, and interim reporting periods beginning after December 15, 2027. The Company does not expect the new standard to have a material impact on its
consolidated financial statements.
F - 20
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 3: INVENTORIES
Inventories consist of the following as of December 31, 2024 and 2023:
Details
2024
2023
Raw materials
$
127,171 $
145,894
Work in process
118,642
116,698
Finished goods
22,482
20,096
$
268,295 $
282,688
Work in process and finished goods are presented net of aggregate write-downs to net realizable value of $8,803 and $8,327 as of December 31, 2024 and 2023,
respectively.
NOTE 4: OTHER CURRENT ASSETS
Other current assets consist of the following as of December 31, 2024 and 2023:
Details
2024
2023
Direct and indirect tax receivables
$
27,551 $
22,892
Prepaid expenses
32,985
11,097
Receivables from hedging transactions - see Note 11A
768
1,894
Other receivables
513
73
$
61,817 $
35,956
NOTE 5: LONG-TERM INVESTMENTS
Long-term investments consist of the following as of December 31, 2024 and 2023:
Details
2024
2023
Investments in privately held companies
$
6,780 $
6,780
Pension plan net assets - see Notes 12B
1,870
1,672
$
8,650 $
8,452
F - 21
Details
2024
2023
Original cost: (*)
Land and buildings, including facility infrastructure
$
463,564 $
429,191
Machinery and equipment
4,281,817
3,977,381
4,745,381
4,406,572
Accumulated depreciation:
Buildings, including facility infrastructure
(303,041)
(291,684)
Machinery and equipment
(3,155,718) (2,958,959)
(3,458,759) (3,250,643)
$
1,286,622 $
1,155,929
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 6: PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following as of December 31, 2024 and 2023:
(*) Original cost includes ROU assets under capital lease in the amount of $153,159 and $204,230 as of December 31, 2024 and 2023, respectively. The
depreciation expense of such assets amounted to $15,195 and $18,307 for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2024 and 2023, the original cost of land, buildings, machinery and equipment was presented net of investment grants, in the aggregate
amount of approximately $285,000.
NOTE 7: INTANGIBLE ASSETS, NET
Intangible assets consist of the following as of December 31, 2024:
Details
Useful life
(years)
Cost
Accumulated
Amortization
Net
Facilities’ lease
19
$
33,500 $
(30,682) $
2,818
Technologies
10-20
6,700
(6,322)
378
Customer relationships
15
2,600
(2,600)
-
Total identifiable intangible assets
$
42,800 $
(39,604) $
3,196
Intangible assets consist of the following as of December 31, 2023:
Details
Useful life
(years)
Cost
Accumulated
Amortization
Net
Facilities’ lease
19
$
33,500 $
(29,394) $
4,106
Technologies
10-20
6,700
(5,691)
1,009
Customer relationships
15
2,600
(2,600)
-
Total identifiable intangible assets
$
42,800 $
(37,685) $
5,115
F - 22
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 8: OTHER LONG-TERM ASSETS, NET
Other long-term assets, net consist of the following as of December 31, 2024 and 2023:
Details
2024
2023
Long-term prepaid expenses
$
2,514 $
18,598
ROU - assets under operating leases
7,874
9,762
Prepaid long-term land lease, net
2,572
2,693
Deferred tax asset - see Note 18
1,768
1,810
$
14,728 $
32,863
NOTE 9: OTHER CURRENT LIABILITIES
Other current liabilities consist of the following as of December 31, 2024 and 2023:
Details
2024
2023
Tax payables
$
12,428 $
7,400
Hedging transactions related payables – see Note 11A
5,070
500
Others
1,712
1, 386
$
19,210 $
9,286
NOTE 10: LONG-TERM DEBT
A. Composition
As of December 31, 2024 and 2023:
Details
2024
2023
JPY loans - principal amount - see Notes 10B and 10C below
$
98,962 $
102,491
Capital leases and other long-term liabilities - see Note 10D below
73,977
119,310
Operating leases - see Note 10E below
7,874
9,762
Less - current maturities
(48,376)
(58,952)
$
132,437 $
172,611
B. Repayment Schedule of Long-term JPY Loans
As of December 31, 2024:
Details
Interest
Rate
2025
2026
2027
2028
2029
2030
Total
Long-term JPY loans
2.0% $
6,386 $
- $
13,226 $
26,450 $
26,450 $
26,450 $
98,962
F - 23
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 10: LONG-TERM DEBT (continued)
C. Long-term JPY Loans
In December 2021, TPSCo refinanced its then existing loan with an 11 billion JPY (approximately $70,000 as of December 31, 2024) asset-based loan
with a consortium of financial institutions consisting of (i) JA Mitsui Leasing, Ltd., (ii) Mitsubishi HC Capital Inc., (iii) Taishin International Bank Co.,
Ltd. Tokyo Branch, and (iv) BOT lease Co. Ltd. (“2021 JPY Loan”). The 2021 JPY Loan carried a fixed interest rate of 1.95% per annum with principal
payable in seven semiannual payments from December 2024 until December 2027. The 2021 JPY Loan was secured mainly by a lien over the machinery
and equipment of TPSCo located in the Uozu and Tonami facilities.
In September 2023, TPSCo entered into a term loan agreement with JA Mitsui Leasing Ltd. for an additional 3.5 billion JPY (approximately $22,000 as of
December 31, 2024) term loan (“2023 JPY Loan”). The 2023 JPY Loan carried a fixed interest rate of 1.95% per annum with principal payable in seven
semiannual payments from September 2024 until September 2027. The 2023 JPY Loan was secured by a second lien over the machinery and equipment
of TPSCo located in the Uozu and Tonami facilities.
In December 2024, TPSCo signed an agreement with its lenders to refinance its 2021 JPY Loan and 2023 JPY Loan with a new 14.5 billion JPY
(approximately $92,000 as of December 31, 2024) asset-based loan (“2024 JPY Loan”), of which 11.5 billion JPY were used to repay the 2021 JPY Loan
and 2023 JPY Loan and 12.5 billion JPY were drawn, resulting in outstanding JPY Loans of 15.5 billion JPY (approximately $100,000) as of December
31, 2024. In accordance with this agreement, during the first half of 2025, an amount of 3 billion JPY is outstanding for repayment and an amount of 2
billion JPY is expected to be withdrawn. The lenders are a consortium of financial institutions consisting of (i) JA Mitsui Leasing, Ltd., (ii) Mitsubishi
HC Capital Inc. and (iii) BOT lease Co. Ltd. (“2024 JPY Loan”). The 2024 JPY Loan carries a fixed interest rate of 2% per annum with principal payable
in seven semiannual payments from December 2027 to December 2030. The 2024 JPY Loan is secured mainly by a lien over the machinery and
equipment of TPSCo located in the Uozu and Tonami facilities.
The 2024 JPY Loan contains certain financial ratios and covenants, as well as customary definitions of events of default and acceleration of the repayment
schedule. TPSCo’s obligations pursuant to the JPY Loan are not guaranteed by Tower, NTCJ, or any of their affiliates.
As of December 31, 2024, TPSCo maintained compliance with all of the financial covenants under the 2024 JPY Loan.
D Capital Lease Agreements and Other Long-term Liabilities
Certain of the Company’s subsidiaries enter into capital lease agreements from time to time for certain machinery and equipment, usually for a period of
four years, with an option to buy the machinery and equipment after a period of between three to four years from the start of the lease period. The lease
agreements are denominated in JPY and contain annual interest rates of approximately 2%, and the assets under the lease agreements are pledged to the
lender until the time at which the respective subsidiary acquires the assets. The obligations under the capital lease agreements are guaranteed by Tower,
except for TPSCo’s obligations under its capital lease agreements (see also Note 13B).
F - 24
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 10: LONG-TERM DEBT (continued)
D. Capital Lease Agreements and Other Long-term Liabilities (continued)
TPSCo leases its facility buildings in Japan from NTCJ under a long-term capital lease with a term through at least March 2032.
As of December 31, 2024 and 2023, the Company’s total outstanding capital lease liabilities for fixed assets were $73,453 and $118,272, respectively, of
which $24,785 and $40,330, respectively, were included under current maturities of long-term debt.
The following presents the maturity of capital lease and other long-term liabilities as of December 31, 2024:
Fiscal Year
Amount
($)
2025
$ 26,503
2026
24,816
2027
7,220
2028
5,087
2029
4,118
2030 and on
9,266
Total
77,010
Less - imputed interest
(3,033)
Total
$ 73,977
E. Operating Lease Agreements
The Company enters into operating leases from time to time, primarily with regard to certain of its operating and other facilities. Operating lease cost for
the years ended December 31, 2024, 2023 and 2022 was $4,592, $4,807 and $5,867, respectively. During 2024, cash paid for operating lease liabilities
was $4,439.
The following presents the composition of operating leases in the balance sheets:
Details
Presentation in the Consolidated Balance Sheets
December 31,
2024
December 31,
2023
ROU - assets under operating leases
Other long-term assets, net
$
7,874 $
9,762
Lease liabilities:
Current operating lease liabilities
Current maturities of long-term debt
$
3,913 $
3,450
Long-term operating lease liabilities
Long-term debt
3,961
6,312
Total operating lease liabilities
$
7,874 $
9,762
Weighted average remaining lease term (years)
2.6
3.3
Weighted average discount rate
1.95%
1.94%
F - 25
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 10: LONG-TERM DEBT - OTHERS (continued)
E. Operating Lease Agreements (continued)
The following presents the maturity presentation of operating lease liabilities as of December 31, 2024:
Fiscal Year
Amount ($)
2025
$
3,927
2026
3,161
2027
916
Total
8,004
Less - imputed interest
(130)
Total
$
7,874
NOTE 11: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company makes certain disclosures as detailed below with regards to financial instruments, including derivatives. These disclosures include, among
other matters, the nature and terms of derivative transactions, information about significant concentrations of credit risk and the fair value of financial
assets and liabilities.
The Company formally designates qualifying derivatives as hedge relationships (“hedges”) and applies hedge accounting when considered appropriate.
The Company does not use derivative financial instruments for trading or speculative purposes.
A. Exchange Rate Transactions
As the functional currency of the Company is the USD and a portion of Tower’s expenses are denominated in NIS, the Company enters into exchange rate
agreements from time to time to partially hedge the volatility of future cash flows caused by changes in foreign exchange rates on NIS-denominated
expenses. The exchange rate transaction-related derivatives were accounted for as hedge accounting, resulting in gain or loss initially reported as a
component of OCI and subsequently, upon maturity, recorded in the statement of operations, while the hedged item’s exposure results were recorded in the
statement of operations. Changes in the derivative time value were excluded from the assessment of hedge effectiveness and recognized in the statement
of operations. As of December 31, 2024 and 2023, the fair value gain, net amounts from such NIS to USD exchange rate agreements were $768 and
$1,894, respectively, in an asset position, presented in other current assets, and the face value amounts of such exchange rate agreements were $156,000
and $156,000, respectively.
F - 26
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 11: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)
A. Exchange Rate Transactions (continued)
As the functional currency of the Company is the USD and TPSCo revenues and a portion of its expenses are denominated in JPY, the Company enters
into exchange rate agreements from time to time to partially hedge the volatility of future cash flows caused by changes in foreign exchange rates on JPY-
denominated amounts. The exchange rate transaction related derivatives were accounted for as hedge accounting resulting in gain or loss initially reported
as a component of OCI and subsequently, upon maturity, recorded in the statement of operations, while the hedged item’s exposure results were recorded
in the statement of operations. Changes in the derivative time value were excluded from the assessment of hedge effectiveness and recognized in the
statement of operations. As of December 31, 2024 and 2023, the fair value loss, net amounts from such JPY to USD exchange rate agreements were
$4,261 and $500, respectively, in a liability position, presented in other current liabilities, and the face value amounts of such exchange rate agreements
were $186,000 and $204,000, respectively.
As the functional currency of the Company is the USD and a portion of TSIT’s expenses are denominated in EUR, the Company enters into exchange rate
agreements from time to time to partially hedge the volatility of future cash flows caused by changes in foreign exchange rates on EUR-denominated
expenses. The exchange rate transaction-related derivatives were accounted for as hedge accounting resulting in gain or loss initially reported as a
component of OCI and subsequently, upon maturity, recorded in the statement of operations, while the hedged item’s exposure results were recorded in the
statement of operations. Changes in the derivative time value were excluded from the assessment of hedge effectiveness and recognized in the statement
of operations. As of December 31, 2024, the fair value loss, net amount from such EUR to USD exchange rate agreements was $809 in a liability position,
presented in other current liabilities, and the face value amount of such exchange rate agreements was $39,600.
B. Concentration of Credit Risks
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits,
marketable securities, derivatives, trade receivables and government and other receivables. The Company’s cash, deposits, marketable securities and
derivatives are maintained with large and reputable banks and investment banks. The composition and maturities of investments are regularly monitored
by the Company. Generally, these securities may be redeemed upon demand and bear minimal risk.
F - 27
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 11: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)
B. Concentration of Credit Risks (continued)
The Company generally does not require collateral for insurance of receivables; however, in certain circumstances, the Company obtains credit insurance
or may require advance payments. An allowance for current expected credit losses is maintained with respect to trade accounts receivables and marketable
securities which as of December 31, 2024 was an insignificant amount. The Company performs ongoing credit evaluations of its customers and
marketable securities.
C. Fair Value of Financial Instruments
The estimated fair values of the Company’s financial instruments do not materially differ from their respective carrying amounts as of December 31, 2024
and 2023.
D. Fair Value Measurements
Valuation Techniques
In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing
methodology applies to the Company’s Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available
to determine fair value, the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either
directly or indirectly. This pricing methodology applies to the Company’s Level 2 and Level 3 assets and liabilities.
Level 1 Measurements
Securities classified as available-for-sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy
where quoted market prices from reputable third-party brokers are available in an active market. Changes in fair value of securities available-for-sale are
recorded in other comprehensive income.
Level 2 Measurements
If quoted market prices are not available, or the prices of securities are derived from various sources, and do not necessarily represent the prices at which
these securities could have been bought or sold, the Company obtains fair value measurements of these securities or of similar assets and liabilities from
an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may
include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus
prepayment speeds, credit information, and the security’s terms and conditions, among other factors.
For cross-currency swap and derivatives measured under Level 2, the Company uses the market approach using quotations from banks and other public
information.
F - 28
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 11: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)
D. Fair Value Measurements (continued)
Level 3 Measurements
Investments in equity securities of privately-held companies without readily determinable fair values are measured using the Measurement Alternatives
(see Note 2J). The Company reviews these investments for impairment and observable price changes on a quarterly basis and adjusts the carrying value
accordingly. For the year ended December 31, 2023, and 2024, the Company did not record significant changes to the carrying value of such investments.
Recurring fair value measurements using the indicated inputs:
Details
December 31,
2024
Quoted
prices in
active
market
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Privately held companies
$
6,780 $
- $
- $
6,780
Foreign exchange forward and cylinders - net liability position
(4,302)
-
(4,302)
-
$
2,478 $
- $
(4,302) $
6,780
Details
December 31,
2023
Quoted
prices in
active market
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Privately held companies
$
6,780 $
- $
- $
6,780
Marketable securities held for sale
184,960
-
184,960
-
Foreign exchange forward and cylinders - net asset position
1,394
-
1,394
-
$
193,134 $
- $
186,354 $
6,780
F - 29
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 11: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)
E. Short-Term Deposits and Marketable Securities
Short-term Deposits as of December 31, 2024 amounted to $946,351; as of December 31, 2023, short-term deposits and marketable securities included
deposits in the amount of $790,823 and marketable securities with applicable accrued interest in the amount of $184,960.
During 2024, the Company sold its entire portfolio and had no outstanding marketable securities as of December 31, 2024.
The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as
of December 31, 2023:
Details
Amortized
Cost (*)
Gross
unrealized
gains
Gross
unrealized
losses
Estimated
fair value
Corporate bonds
$
166,356 $
2,015 $
(7,117) $
161,254
Government bonds
22,470
73
(87)
22,456
$
188,826 $
2,088 $
(7,204) $
183,710
* Excluding accrued interest of $1,250.
The scheduled maturities of available-for-sale marketable securities as of December 31, 2023, were as follows:
Details
Amortized
Cost
Estimated
fair value
Due within one year
$
31,075 $
30,938
Due within 2-5 years
134,256
130,271
Due after 5 years
23,495
22,501
$
188,826 $
183,710
Investments with continuous unrealized losses for less than twelve months and for twelve months or more and their related fair values December 31,
2023, were as indicated in the following tables. As of December 31, 2024, there were no such outstanding investments.
December 31, 2023
Investments with
continuous unrealized
losses for less than twelve
months
Investments with
continuous unrealized
losses for twelve months
or more
Total investments with
continuous unrealized
losses
Details
Fair value
Unrealized
losses
Fair value
Unrealized
losses
Fair value
Unrealized
losses
Corporate bonds
$
49,843 $
(3,073) $
67,167 $
(4,044) $
117,010 $
(7,117)
Government bonds
3,299
(2)
5,404
(85)
8,703
(87)
Total
$
53,142 $
(3,075) $
72,571 $
(4,129) $
125,713 $
(7,204)
F - 30
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES
A. Employee Termination Benefits
Israeli law, labor agreements and corporate policy determine the obligations of Tower to make severance payments to dismissed Israeli employees and to
Israeli employees leaving employment under certain circumstances. Generally, the liability for severance pay benefits, as determined by Israeli law, is
based upon length of service and the employee’s monthly salary. This liability is primarily covered by regular deposits made each month by Tower into
recognized severance and pension funds and by insurance policies maintained by Tower, based on the employee’s salary for the relevant month.
Tower implements a labor agreement with regard to most of its Israeli employees, according to which monthly deposits into recognized severance and
pension funds or insurance policies release it from any additional severance obligation in excess of the balance in such accounts to such Israeli employees
and, therefore, Tower incurs no liability or asset with respect to such severance obligations and deposits. Any net severance amount is released on the
employee’s termination date. Payments relating to Israeli employee termination benefits were $5,716, $5,752 and $6,269 for 2024, 2023 and 2022,
respectively.
TPSCo established a Defined Contribution Retirement Plan (the “DC Plan”) for its employees through which TPSCo contributes approximately 8% of
employee base salary to the DC Plan. Such contribution releases the employer from further obligation to any payments upon termination of employment.
The contribution is remitted either to third party benefit funds based on employee preference, or directly, to those employees who elected not to enroll in
the DC Plan. Total payments under the DC Plan in 2024, 2023 and 2022 amounted to $3,853, $4,266 and $4,838 respectively.
F - 31
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans
The following information provides the changes in 2024, 2023 and 2022 periodic expenses and benefit obligations due to the bargaining agreement signed
between TSNB and its collective bargaining unit employees.
Post-Retirement Medical Plan
The components of the net periodic benefit cost and other amounts recognized in other comprehensive income for post-retirement medical plan expense
are as follows as of December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Net periodic benefit cost:
Service cost
$
2 $
2 $
4
Interest cost
65
71
57
Amortization of prior service costs
-
-
-
Amortization of net (gain) loss
(272)
(282)
(157)
Total net periodic benefit cost
$
(205) $
(209) $
(96)
Other changes in plan assets and benefits obligations recognized in other
comprehensive income:
Prior service cost for the period
$
- $
- $
-
Net (gain) loss for the period
(149)
(195)
(515)
Amortization of prior service costs
-
-
-
Amortization of net gain (loss)
272
282
157
Total recognized in other comprehensive income
$
123 $
87 $
(358)
Total recognized in net periodic benefit cost and other comprehensive income
$
(82) $
(122) $
(454)
Weighted average assumptions used:
Discount rate
5.00%
5.10%
3.00%
Expected return on plan assets
N/A
N/A
N/A
Rate of compensation increases
N/A
N/A
N/A
Assumed health care cost trend rates:
Health care cost trend rate assumed for current year (pre-65/post-65 Medicare
Advantage)
8.20%/11.00% 7.30%/9.25% 6.00%/8.50%
Health care cost trend rate assumed for current year (pre-65/post-65 Non-
Medicare Advantage)
8.20%/8.70% 7.30%/8.30% 6.00%/6.40%
Ultimate rate (pre-65/post-65)
4.50%/4.50% 4.50%/4.50% 4.50%/4.50%
Year the ultimate rate is reached (pre-65/post-65)
2033/2033 2031/2031 2031/2031
Measurement date
December
31, 2024
December
31, 2023
December
31, 2022
F - 32
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
The components of the change in benefit obligation, change in plan assets and funded status for post-retirement medical plan are as follows as of the years
ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Change in medical plan related benefit obligation:
Medical plan related benefit obligation at beginning of period
$
1,319 $
1,454 $
1,912
Service cost
2
2
4
Interest cost
65
71
57
Benefits paid
(2)
(13)
(4)
Change in medical plan provisions
-
-
-
Actuarial (gain) loss, net
(149)
(195)
(515)
Benefit medical plan related obligation end of period
$
1,235 $
1,319 $
1,454
Change in plan assets:
Fair value of plan assets at beginning of period
$
- $
- $
-
Employer contribution
2
13
4
Benefits paid
(2)
(13)
(4)
Fair value of plan assets at end of period
$
- $
- $
-
Medical plan related net funding
$
(1,235) $
(1,319) $
(1,454)
F - 33
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
As of December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Amounts recognized in statement of financial position:
Current liabilities
$
(56) $
(50) $
(59)
Non-current liabilities
(1,179)
(1,269)
(1,395)
Net amount recognized
$
(1,235) $
(1,319) $
(1,454)
Weighted average assumptions used:
Discount rate
5.70%
5.00%
5.10%
Rate of compensation increases
N/A
N/A
N/A
Assumed health care cost trend rates:
Health care cost trend rate assumed for next year (pre-65/post-65 Medicare
Advantage)
8.60%/11.50% 8.20%/11.00% 7.30%/9.25%
Health care cost trend rate assumed for next year (pre-65/post-65 Non-
Medicare Advantage)
8.60%/9.90% 8.20%/8.70% 7.30%/8.30%
Ultimate rate (pre-65/post-65 Medicare Advantage)
4.50%/4.50% 4.50%/4.50% 4.50%/4.50%
Ultimate rate (pre-65/post-65 Non-Medicare Advantage)
4.50%/4.50% 4.50%/4.50% 4.50%/4.50%
Year the ultimate rate is reached (pre-65/post-65 Medicare Advantage)
2034/2035
2033/2034 2031/2031
Year the ultimate rate is reached (pre-65/post-65 Non-Medicare Advantage)
2034/2034
2033/2033 2031/2031
The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter:
Fiscal Year
Other
Benefits
2025
$
56
2026
65
2027
75
2028
80
2029
87
2030 - 2034
$
438
Description of Significant Gains and Losses in Obligations:
For the fiscal year ended December 31, 2024, the benefit obligation summed to a net actuarial gain mainly due to the discount rate increase compared to
the prior year. For the fiscal year ended December 31, 2023, the benefit obligation summed to a net actuarial gain due to a significant reduction in retirees
receiving medical coverage.
F - 34
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
TSNB Pension Plan
TSNB has a pension plan that provides monthly pension payments to eligible employees upon retirement. The pension benefits are based on years of
service and specified benefit amounts. TSNB uses a December 31 measurement date each year. TSNB’s funding policy is to make contributions that
satisfy at least the minimum required contribution for IRS qualified plans.
The components of the change in benefit obligation, the change in plan assets and funded status for TSNB’s pension plan for the years ended December
31, 2024, 2023 and 2022 are as follows:
Details
2024
2023
2022
Net periodic benefit cost:
Interest cost
$
868 $
891 $
627
Expected return on plan assets
(1,075)
(1,034)
(778)
Expected administrative expenses
200
200
200
Amortization of prior service costs
3
3
3
Amortization of net loss (gain)
91
123
-
Total net periodic benefit cost
$
87 $
183 $
52
Other changes in plan assets and benefits obligations recognized in other
comprehensive income:
Prior service cost for the period
$
- $
- $
-
Net loss (gain) for the period
(192)
346
1,545
Amortization of prior service costs
(3)
(3)
(3)
Amortization of net gain (loss)
(91)
(123)
-
Total recognized in other comprehensive income
$
(286) $
220 $
1,542
Total recognized in net periodic benefit cost (gain) and other comprehensive
income
$
(199) $
403 $
1,594
Weighted average assumptions used:
Discount rate
4.90%
5.10%
2.90%
Expected return on plan assets
5.60%
5.60%
3.10%
Rate of compensation increases
N/A
N/A
N/A
F - 35
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
The components of the change in benefit obligation, change in plan assets and funded status for TSNB’s pension plan for the years ended December 31,
2024, 2023 and 2022 are as follows:
Details
2024
2023
2022
Change in benefit obligation:
Benefit obligation at beginning of period
$
18,281 $
17,436 $
22,081
Interest cost
868
891
627
Benefits paid
(963)
(963)
(804)
Change in plan provisions
-
-
-
Actuarial loss (gain)
(1,152)
917
(4,468)
Benefit obligation end of period
$
17,034 $
18,281 $
17,436
Change in plan assets:
Fair value of plan assets at beginning of period
$
19,953 $
19,511 $
25,750
Actual return on plan assets
187
1,628
(5,211)
Employer contribution
-
-
-
Expenses paid
(272)
(224)
(224)
Benefits paid
(964)
(962)
(804)
Fair value of plan assets at end of period
$
18,904 $
19,953 $
19,511
Funded Status
$
1,870 $
1,672 $
2,075
Amounts recognized in statement of financial position:
Non-current assets
$
1,870 $
1,672 $
2,075
Non-current liabilities
-
-
-
Net amount recognized
$
1,870 $
1,672 $
2,075
Weighted average assumptions used:
Discount rate
5.60%
4.90%
5.10%
Rate of compensation increases
N/A
N/A
N/A
F - 36
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter:
Fiscal Year
Other
Benefits
2025
$
1,244
2026
1,285
2027
1,332
2028
1,357
2029
1,375
2030 - 2034
$
6,690
Description of Significant Gains and Losses in Obligations:
For the fiscal year ended December 31, 2024, the benefit obligation summed to a net actuarial gain primarily attributable to the discount rate increase as
compared to the prior year. For the fiscal year ended December 31, 2023, the benefit obligation summed to a net actuarial loss primarily attributable to the
discount rate decrease as compared to the prior year and demographic experience during the year.
The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2024:
Details
Level 1
Level 2
Level 3
Investments in commingled funds
$
- $
18,904 $
-
Total plan assets at fair value
$
- $
18,904 $
-
The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2023:
Details
Level 1
Level 2
Level 3
Investments in commingled funds
$
- $
19,953 $
-
Total plan assets at fair value
$
- $
19,953 $
-
TSNB’s pension plan weighted average asset allocations on December 31, 2024, by asset category are as follows:
Asset Category
December 31, 2024
Target allocation
2025
Equity securities
10%
10%
Debt securities
90%
90%
Total
100%
100%
F - 37
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 12: EMPLOYEE RELATED LIABILITIES (continued)
B. TSNB Employee Benefit Plans (continued)
TSNB’s primary policy goals regarding the plan’s assets are to (1) provide liquidity to meet the Plan benefit payments and expenses payable from the
Plan, (2) offer reasonable probability of achieving growth of assets that will assist in closing the Plan’s funding gap, and (3) manage the Plan’s assets in a
liability framework. Plan assets are currently invested in commingled funds with various debt and equity investment objectives. The target asset allocation
for the plan assets is 90% debt, or fixed income securities, and 10% equity securities. Individual funds are evaluated periodically based on comparisons to
benchmark indices and peer group funds, and investment decisions are made by TSNB in accordance with the policy goals. Actual allocation to each asset
category fluctuates and may not be within the target allocation specified above due to changes in market conditions.
The estimated expected return on assets of the plan is based on assumptions derived from, among other things, the historical return on assets of the plan,
the current and expected investment allocation of assets held by the plan and the current and expected future rates of return in the debt and equity markets
for investments held by the plan. The obligations under the plan could differ from the obligation currently recorded, if management's estimates are not
consistent with actual investment performance.
NOTE 13: COMMITMENTS AND CONTINGENCIES
A. Liens
Loans, and Capital Leases
For liens under TPSCo’s JPY Loans, see Note 10C. For liens under the capital lease agreements, see Note 10D.
B. TPSCo
1. Renewed Contracts
In August 2022, Tower, TPSCo and NTCJ extended certain agreements with respect to TPSCo through March 2027 under certain amended terms,
including changes to the commercial pricing for the services provided by TPSCo and enhanced financial support from Tower and NTCJ to TPSCo.
2. Japanese Operations Restructuring
During 2022 and in accordance with agreements signed in 2019, as amended thereafter, between Tower, NTCJ and TPSCo, TPSCo’s operation in
Japan was re-organized and re-structured, maintaining operations at the Uozu and Tonami facilities unchanged, while the Arai facility, which
provided products solely to NTCJ and did not serve the Company’s customers, ceased operations, while a portion of the machinery and equipment of
the Arai facility was transferred to the Tonami facility. The remaining machinery and equipment were sold to third parties.
F - 38
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 13: COMMITMENTS AND CONTINGENCIES (continued)
B. TPSCo (continued)
The restructuring process, including the transfer and installation of machinery and equipment in the Tonami facility and the sale of certain equipment, was
mostly completed during 2023 and resulted in total restructuring gain, net from the sale of machinery and equipment of $72,411 as well as total
restructuring costs of $24,076.
For the year ended December 31, 2024, the Company recorded restructuring gain from a government subsidy received in relation to this Japan operations
restructuring of $6,270.
For the year ended December 31, 2023, the Company recorded restructuring gain from the sale of machinery and equipment, net, of $52,168, as well as
restructuring expense of $19,662.
Changes in accruals related to the Arai facility cessation for the years ended December 31, 2024 and December 31, 2023 were as follows:
Details
Asset
disposal
accrual
Other
Restructuring
costs accrual
Accrued balance as of January 1, 2023
$
1,963 $
7,635
Expenses accrued
-
19,662
Accruals related to assets
(1,741)
(7,318)
Cash payments
(222)
(17,852)
Accrued balance as of December 31, 2023
$
- $
2,127
Cash payments
-
(2,127)
Accrued balance as of December 31, 2024
$
- $
-
C. License Agreements
The Company enters into intellectual property and licensing agreements with third parties from time to time. The effect of each of them on the Company’s
total assets and results of operations is immaterial. Certain of these agreements call for royalties to be paid by the Company to these third parties.
D. TSNB Lease Agreement
TSNB leases its facilities under an operational lease contract that is due to expire in the first quarter of 2027. In amendments to its lease, (i) TSNB secured
various contractual safeguards designed to limit and mitigate any adverse impact of construction activities on its operations; and (ii) certain obligations of
TSNB and the landlord are specified, including certain noise abatement actions at the facility. The landlord has made claims that TSNB’s noise abatement
efforts are not adequate under the terms of the amended lease and has requested a judicial declaration that TSNB has committed material non-curable
breach of the lease so that the landlord may claim that it has the right to terminate the lease. TSNB does not agree and is disputing these claims.
F - 39
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 13: COMMITMENTS AND CONTINGENCIES (continued)
E. Agreement with ST Microelectronics
In 2021, TSIT, Tower’s wholly-owned Italian subsidiary, entered into a definitive agreement with ST Microelectronics (“ST”) to share under
collaborative arrangement a 300mm facility with ST in Agrate, Italy. The parties are sharing the cleanroom space and the facility infrastructure, with the
Company installing certain of its own equipment inside the clean room in an area which consumes approximately one-third of the total clean room space.
TSIT and ST are investing in their respective process equipment, and have been working to accelerate the process flows’ transfer to the facility, product
development, qualification and subsequent ramp-up. The comprehensive qualification process has been completed in the fourth quarter of 2024, followed
by the commencement of volume production and operations, which were, and will continue to be, managed by ST.
F. Capacity Corridor Agreement with Intel
In September 2023, Tower and Intel signed an agreement under which a capacity corridor is being established in Intel’s 300mm facility in New Mexico,
USA. Under this agreement, Tower is investing up to $300,000 for equipment and other fixed assets to be owned by Tower and installed and qualified for
Tower processes in this Intel facility. The corridor is in the initial equipment procurement and installation process and not yet qualified for production.
G. Other Agreements
From time to time, in the ordinary course of business, the Company enters into long-term agreements with various entities for the joint development of
product IPs and processes. The developed IPs may be owned separately by either the other entity or the Company, or owned jointly by both parties, as
applicable.
F - 40
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 14: SHAREHOLDERS’ EQUITY
A. Description of Ordinary Shares
As of December 31, 2024, Tower had 150 million authorized ordinary shares, par value NIS 15.00 each, of which approximately 111.6 million were
outstanding. Holders of ordinary shares are entitled to participate equally in the payment of cash dividends and bonus share (stock dividend) distributions,
if any, and, in the event of the liquidation of Tower, in the distribution of assets after satisfaction of liabilities to creditors. Each ordinary share is entitled
to one vote on all matters to be voted on by shareholders.
B. Equity Incentive Plans
(1) Tower’s 2013 Share Incentive Plan (the “2013 Plan”)
In 2013, the Company adopted a share incentive plan for directors, officers and employees of the Company (“2013 Plan”).
Under the 2013 Plan, the Company granted a total of approximately 1.58 million restricted stock units (“RSUs”) to its employees and directors during
2024 and a total of approximately 0.80 million RSUs to its employees and directors during 2023, including the below-described grants to the CEO and
directors, with vesting periods of up to three years. These RSUs amounts also include performance based RSUs (“PSUs”) and market based RSUs
(“MSUs”). The Company determines compensation expenses of the RSUs based on the closing market price of the ordinary shares on the last trading day
immediately prior to the date of grant and amortizes it over the applicable vesting period, taking into consideration achievement, if any, of performance
and market criteria.
During 2024, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan:
(i) approximately 78.4 thousand time-vested RSUs, 176.3 thousand PSUs and 256.3 thousand MSUs, granted to the CEO, with 33% of such RSUs, PSUs
and MSUs to vest at the end of each year for 3 years following the grant date. The total compensation value of these awards was approximately $16,500.
As was approved by shareholders in 2019, the grant also included a provision requiring the CEO to own, commencing May 2024, ordinary shares of the
Company at a minimum value that equals at least three times his annual base salary as of May 2024 (the “Minimum Holding”). As of December 31, 2024,
the CEO is in compliance with the Minimum Holding requirement;
(ii) approximately 7.4 thousand time-vested RSUs to the chairman of the Board of Directors (the “Chairman”) for a total compensation value of $300, to
vest 33% at the end of each year for 3 years following the grant date; and
(iii) approximately 4.9 thousand time-vested RSUs to each of the eight members of the Board of Directors then serving (other than to the Chairman and
the CEO), for an aggregate compensation value of $1,600, vesting over a two-year period, with 50% vesting on the first anniversary of the date of grant
and 50% on the second anniversary of the date of grant.
F - 41
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 14: SHAREHOLDERS’ EQUITY (continued)
B. Equity Incentive Plans (continued)
As was approved by shareholders in 2020, commencing July 2025, the members of the Board will have to own ordinary shares of the Company at a
minimum value that equals at least 50% of their annual base fee and the Chairman will have to own ordinary shares of the Company at a minimum value
that equals at least 50% of his annual cash compensation (the “BOD Minimum Holding”). The Chairman and the members of the Board have until July
2025 to accumulate the BOD Minimum Holding (whether by conversion of RSUs to ordinary shares or by purchase of ordinary shares), and during such
period, until they accumulate the BOD Minimum Holding, they must retain at least 20% of the vested time-based RSUs granted to him/her on or after July
2020.
During 2023, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan:
(i) approximately 75.8 thousand time-vested RSUs and 125.0 thousand PSUs granted to the CEO, subject also to time-vesting, with 33% of such RSUs
and PSUs to vest at the end of each year for 3 years following the grant date. The total compensation value of these RSUs was approximately $7,500 and
also included the Minimum Holding requirement defined above;
(ii) approximately 8.0 thousand time-vested RSUs to the Chairman for a total compensation value of $300, to vest 33% at the end of each year for 3 years
following the grant date; and
(iii) approximately 3.3 thousand time-vested RSUs to each of the seven members of the Board of Directors then serving (other than to the Chairman and
the CEO), for an aggregate compensation value of $875, vesting over a two-year period, with 50% vesting on the first anniversary of the date of grant and
50% on the second anniversary of the date of grant.
During 2022, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan:
(i) approximately 59 thousand time-vested RSUs and 97 thousand PSUs granted to the CEO, subject also to time-vesting, with 33% of such RSUs and
PSUs to vest at the end of each year for 3 years following the grant date. Total compensation value of these RSUs was approximately $7,200 and also
includes the Minimum Holding requirement defined above;
F - 42
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 14: SHAREHOLDERS’ EQUITY (continued)
B. Equity Incentive Plans (continued)
(ii) approximately 6.5 thousand time-vested RSUs to the Chairman for a total compensation value of $300, to vest 33% at the end of each year for 3 years
following the grant date; and
(iii) approximately 2.7 thousand time-vested RSUs to each of the seven members of the Board of Directors then serving (other than to the Chairman and
the CEO), for an aggregate compensation value of $875, vesting over a two-year period, with 50% vesting on the first anniversary of the date of grant and
50% on the second anniversary of the date of grant.
The grants during 2023 and 2022 to the Chairman and the members of the Board also include the BOD Minimum Holding requirement defined above.
(2) RSUs awards
2024
2023
2022
Details
Number of
RSUs
Weighted
average fair
value
Number of
RSUs
Weighted
average fair
value
Number of
RSUs
Weighted
average fair
value
Outstanding as of beginning of year
1,585,560 $
38.10
1,712,996 $
32.90
2,211,100 $
24.11
Granted
1,581,492 $
31.89
797,241 $
37.64
612,881 $
44.99
Converted
(726,007) $
36.52
(870,720) $
27.80 (1,068,219) $
21.99
Forfeited
(42,910) $
36.96
(53,957) $
32.49
(42,766) $
24.24
Outstanding as of end of year (*)
2,398,135 $
34.51
1,585,560 $
38.10
1,712,996 $
32.90
(*) Include (i) 736,014, 559,184 and 595,757 PSUs as of December 31, 2024, 2023 and 2022, respectively and (ii) 649,249 MSUs as of December 31,
2024. The performance goals of 736,014 PSUs outstanding as of December 31, 2024 were achieved. The achievement of market goals of the MSUs
outstanding as of December 31, 2024 shall be determined in accordance with a defined performance measurement methodology.
(3) Summary of Information about Employees’ Share Incentive Plans
Details for the year ended December 31
2024
2023
2022
The intrinsic value of converted RSUs
$
28,667 $
26,976 $
48,829
The original fair value of converted RSUs
$
26,510 $
24,206 $
23,492
F - 43
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 14: SHAREHOLDERS’ EQUITY (continued)
B. Equity Incentive Plans (continued)
Stock-based compensation expenses were recognized in the Statement of Operations for the years ended December 31, 2024, 2023 and 2022 as follows:
Details
2024
2023
2022
Cost of goods
$
8,764 $
8,332 $
7,393
Research and development, net
7,422
5,639
4,754
Marketing, general and administrative
17,651
13,960
12,068
Total stock-based compensation expense
$
33,837 $
27,931 $
24,215
C. Treasury Stock
During 1999 and 1998, the Company funded the purchase by a trustee of an aggregate of approximately 87 thousand ordinary Tower shares. These shares
are classified as treasury shares.
NOTE 15: INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS
A. Revenues by Geographic Area - as Percentage of Total Revenue
Years ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
USA
42%
46%
49%
Japan
16
17
16
Asia (other than Japan)
33
27
26
Europe
9
10
9
Total
100%
100%
100%
The basis of attributing revenues from external customers to a certain geographic area is based on the headquarters’ location of the customer issuing the
purchase order.
B. Long-Lived Assets by Geographic Area
Substantially all of Tower’s long-lived assets are located in Israel, substantially all of TSNB’s and TSSA’s long-lived assets are located in the United
States, substantially all of TPSCo’s long-lived assets are located in Japan and substantially all of TSIT’s long-lived assets are located in Italy.
As of December 31, 2024 and 2023:
Details
2024
2023
Israel
$
279,023 $
254,868
United States
322,947
250,560
Europe
452,557
371,583
Japan
232,095
278,918
$
1,286,622 $ 1,155,929
F - 44
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 15: INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (continued)
C. Major Customers - as Percentage of Net Accounts Receivable Balance
As of December 31, 2024, two customers exceeded 10% of the net accounts receivable balance. As of December 31, 2023, one customer exceeded 10% of
the net accounts receivable balance.
D. Major Customers - as Percentage of Total Revenue
Years ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Customer A
13%
14%
14%
Customer B
11
9
9
Other customers *
16
21
24
*
Represents aggregated revenue to three customers that accounted for between 3% and 9% of total revenue during 2024, to three customers that
accounted for between 3% and 9% of total revenue during 2023, and to four customers that accounted for between 4% and 8% of total revenue
during 2022.
E. Reportable Segment
(i) The Company believes it is driving its revenues from a single reportable segment, which is its analog foundry operations that is providing
semiconductor solutions offering a broad range of process technologies. To provide the capacity and expanded capabilities for its customers, as of
December 31, 2024, the Company owns multiple facilities and is sharing capacity and/ or ownership in other facilities as described in Note 1.
(ii) Since the Company has a single reportable segment, the accounting policies of the segment are the same as those described in the summary of
significant accounting policies. The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on the
consolidated results of the Company.
(iii) Since the Company has a single reportable segment, its CODM does not allocate resources among segments but is responsible for allocating the
entity’s resources. The CODM uses the consolidated measures of profit or loss mostly when assessing performance rather than allocating resources.
(iv) Since the Company has a single reportable segment, it manages its business activities on a consolidated basis.
(v) The Company’s chief operating decision maker is the chief executive officer of the Company.
F - 45
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 16: FINANCING INCOME (EXPENSE), NET
Financing income (expense), net consists of the following for the years ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Interest expense
$
(4,029) $
(4,444) $
(5,687)
Interest income
55,488
39,987
13,596
Series G Debentures amortization, exchange rate and its hedging transactions
related results
-
(640)
(772)
Exchange rate results
3,403
1,013
(3,986)
Hedging transactions related results
(7,800)
(5,153)
-
Marketable securities fair value adjustments
5,605
2,944
(9,225)
Bank fees and others
(1,833)
(3,176)
(6,693)
$
50,834 $
30,531 $
(12,767)
NOTE 17: RELATED PARTIES BALANCES AND TRANSACTIONS
A. Balance
The nature of the relationship involved as of December 31, 2024 and 2023:
Details
2024
2023
Long-term investment
Equity investment in a limited partnership
$
40 $
40
B. Transactions
Description of the transactions for the years ended December 31, 2024, 2023 and 2022:
Details
Description of the transactions
2024
2023
2022
General and administrative expense
Directors’ fees and reimbursement to
directors
$
804 $
780 $
696
F - 46
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 18: INCOME TAX
A. Tower Statutory Income Rates
Pursuant to Amendment 73 to the Israeli Investment Law adopted in 2017 and since Tower is an Israeli industrial company located in Migdal Ha’emek,
Israel, it meets the conditions for “Preferred Enterprises” and as such is entitled to an income tax rate of 7.5%. Any portion of Tower’s taxable income
that is not eligible for Preferred Enterprise benefits, if at all, is to be taxed at the Israeli statutory corporate income tax rate of 23%.
B. Income Tax Expense, Net
The Company's provision for income tax is affected by income tax in a multinational tax environment. The income tax provision is an estimate determined
based on current enacted tax laws and tax rates at each of its geographic locations, with the use of acceptable allocation methodologies based upon the
Company’s organizational structure, operations and business mode of work, resulting in applicable taxable income attributable to each of the locations the
Company operates in.
The Company’s income tax provision consists of the following for the years ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Current tax expense:
Local
$
17,431 $
- $
-
Foreign
5,579
13,374
13,167
Deferred tax expense (benefit):
Local
(17,141)
62,748
21,550
Foreign
4,336
(10,810)
(9,215)
Income tax expense, net
$
10,205 $
65,312 $
25,502
Details
2024
2023
2022
Profit (loss) before taxes:
Local
$
242,879 $
588,453 $
295,438
Foreign
(25,452)
(3,611)
(3,465)
Total profit (loss) before taxes
$
217,427 $
584,842 $
291,973
F - 47
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 18: INCOME TAX (continued)
C. Components of Deferred Tax Asset/Liability
The following is a summary of the components of the deferred tax assets and liabilities reflected in the balance sheets as of December 31, 2024 and 2023:
Details
2024
2023
Deferred tax asset and liability - long-term:
Deferred tax assets:
Net operating loss carryforward
$
7,397 $
9,889
Employees compensation
9,675
7,853
Accruals and allowances
11,355
10,997
Research and development credit
24,689
24,677
Research and development, including Section 174 under U.S. Internal Revenue Code
27,732
19,582
Lease liabilities
9,617
12,199
Others
652
2,122
91,117
87,319
Valuation allowance, see Note 18F below
(31,613)
(20,238)
Deferred tax assets
$
59,504 $
67,081
Deferred tax liabilities - long-term:
Depreciation and amortization
$
(64,859) $
(72,254)
ROU - assets under operating leases
(1,131)
(1,609)
Others
(801)
(838)
Deferred tax liabilities
$
(66,791) $
(74,701)
Presented in long term deferred tax assets
$
1,768 $
1,810
Presented in long term deferred tax liabilities
$
(9,055) $
(9,430)
D. Unrecognized Tax Benefit
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Details
Unrecognized
tax benefits
Balance as of January 1, 2024
$
9,217
Additions for tax positions of current year
727
Reduction due to statute of limitations of prior years
(1,000)
Balance as of December 31, 2024
$
8,944
Details
Unrecognized
tax benefits
Balance as of January 1, 2023
$
8,490
Additions for tax positions of current year
727
Reduction due to statute of limitations of prior years
-
Balance as of December 31, 2023
$
9,217
F - 48
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 18: INCOME TAX (continued)
D. Unrecognized Tax Benefit (continued)
Details
Unrecognized
tax benefits
Balance as of January 1, 2022
$
7,763
Additions for tax positions of current year
727
Reduction due to statute of limitations of prior years
-
Balance as of December 31, 2022
$
8,490
E. Effective Income Tax
The reconciliation of the Israeli statutory income tax rate to the effective tax rate for the years ended December 31, 2024, 2023 and 2022:
Details
2024
2023
2022
Tax expense computed at statutory rates, see (*) below
$
50,008 $
134,514 $
67,154
Effect of different tax rates in different jurisdictions and Preferred Enterprise
Benefit
(36,588)
(89,487)
(46,012)
Change in valuation allowance
11,375
2,697
5,911
Permanent differences and other, net
(14,590)
17,588
(1,551)
Income tax expense
$
10,205 $
65,312 $
25,502
(*) The tax expense was computed based on the Israeli statutory corporate income tax rate of 23%.
F. Net Operating Loss Carryforward
As of December 31, 2024, Tower had no net operating loss carryforward.
As of December 31, 2024, Tower US Holdings had U.S. federal net operating loss carryforwards of approximately $29,000 of which approximately
$21,000 does not expire and is subject to an annual taxable income limitation of 80%. The remaining federal tax loss carryforward of $8,000 will expire in
2028, unless previously utilized.
As of December 31, 2024, Tower US Holdings had a California state net operating loss carryforward of approximately $11,000. The state tax loss
carryforward will begin to expire in 2029, unless previously utilized.
Tower US Holdings recorded a valuation allowance thereby reducing the deferred tax asset balances of the U.S. federal and state net operating loss
carryforward.
As of December 31, 2024 TPSCo had no net operating loss carryforward.
As of December 31, 2024, TSIT had net operating loss carryforward of approximately $5,500
TSIT recorded a valuation allowance thereby reducing the deferred tax asset balances of net operating loss carryforward.
F - 49
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(dollars in thousands, except per share data)
NOTE 18: INCOME TAX (continued)
G. Final Tax Assessments
Tower possesses final tax assessments through the year 2021.
Tower US Holdings files a consolidated tax return, including TSNB and TSSA. Tower US Holdings and its subsidiaries are subject to U.S. federal income
tax as well as income tax in multiple states.
In general, Tower US Holdings is no longer subject to U.S. federal income tax examinations for any of the years before 2021 and state and other U.S.
local income tax examinations for any of the years before 2020. However, to the extent allowed by law, the tax authorities may have the right to examine
prior periods where net operating losses were generated and carried forward and make adjustments up to the amount of the net operating loss carryforward
amount.
TPSCo possesses final income tax assessments through the year 2020.
TSIT possesses no final income tax assessments.
H. Pillar Two Model
In December 2021, the OECD released Pillar Two model rules imposed on large multinational corporations, with revenue above €750 million, a minimum
effective corporate income tax rate of 15% in every jurisdiction in which they operate. As of December 31, 2024, the rules have been partially enacted in
certain jurisdictions in which the Company operates, however did not impact the Company financial statements, nor its tax payments or liabilities. For all
the periods ended December 31, 2024, the Company complied with the transitional safe harbor rules in each of its jurisdictions and it currently assumes
that it will be able to postpone the application of the rules for periods that will commence after December 31, 2025.
F - 50
Exhibit 4.2
COMPENSATION POLICY
TOWER SEMICONDUCTOR LTD.
Compensation Policy for Executive Officers and Directors
A. Overview and Objectives
1.
Introduction
This document sets forth the compensation policy for Executive Officers and Directors (both as defined herein) of Tower Semiconductor Ltd. ("Tower" or the "Company"),
in accordance with the requirements of the Companies Law (this "Compensation Policy" or "Policy").
Compensation is a key component of Tower’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals who will enhance Tower's value
and otherwise assist
Tower to reach its business and financial long term goals. The Policy is designed to provide the Compensation Committee and Board of Directors the
tools and mechanisms to incentivize the Executive Officers and promote the Company’s growth plans.
Accordingly, the structure of this Policy is established to tie the
compensation for each Executive Officer to Tower's goals and performance.
This Compensation Policy will be in effect for a period of three (3) years from the date the Policy is duly approved under the Companies Law.
The Compensation Committee and the Board of Directors of Tower shall review and reassess the adequacy of this Policy from time to time, as required by the Companies
Law.
In setting the compensation of the Executive Officers and Directors, the Compensation Committee and the Board of Directors shall consider, among other things, the
following factors:
•
the educational, professional experience and accomplishments of the Executive Officer or Director;
•
the Executive Officer or Director's position, responsibilities and prior compensation arrangements;
•
compensation data for comparably situated executives at peer companies, including companies in the industry and/or geographic market;
•
data of other senior executives of the Company;
•
macroeconomic environment;
•
Company's own performance;
•
the Executive Officer or Director's expected contribution to the Company’s future growth and profitability;
•
the relationship between the compensation paid to the Executive Officer or Director and the average and median compensation of the Company’s employees and
contractors, as well as whether such variation has an effect on employment
relations; and
•
any requirements prescribed by applicable law from time to time.
2.
Objectives
Tower’s objectives and goals in setting this Compensation Policy are to maintain competitiveness by attracting, motivating and retaining highly talented and experienced
personnel with the necessary
capabilities to promote creativity and manage global operations. These abilities are critical to Tower's long-term success in order to provide
leadership, and enhance shareholder value, while supporting a performance culture that is based on merit,
motivates individuals to perform at their highest level, differentiates
and rewards excellent performance, and recognizes Tower's values. Due to Tower's unique position as an Israeli company with a global footprint, it aims to adopt
compensation
policies and procedures that match global companies of similar complexity, including semiconductor companies and other companies which compete with
Tower for similar talent, and companies in the relevant geographical location, while complying with
applicable local laws and customs as well. Executive Officers’ or
Directors’ total compensation may deviate from target level where required to attract or retain individuals or reflect their respective characteristics or performance.
To that end, this Policy is designed, among others:
2.1.
To closely align the interests of the Executive Officers and Directors with those of Tower’s shareholders in order to enhance shareholder value;
2.2.
To provide the Executive Officers and Directors with a structured compensation package, including competitive salaries and performance-based cash and
equity incentive programs;
2.3.
To maintain and increase the level of motivation and ambition and promote for each an opportunity to advance in a growing organization and strive for
excellence;
2.4.
To provide appropriate awards for superior individual and corporate performance;
2.5.
To improve the business results and increase income and profitability over time; and
2.6.
To support the implementation of the Company's business strategy.
3.
Compensation structure and instruments
Compensation instruments under this Compensation Policy may include the following:
3.1.
Base salary;
3.2.
Benefits and perquisites;
3.3.
Performance-based cash bonuses;
3.4.
Equity based compensation; and
3.5.
Retirement, termination and other arrangements.
4.
Ratio between variable and fixed compensation
4.1.
This Policy aims to optimize the mix of Fixed Compensation and Variable Compensation (both as defined herein) in order to, among other things,
appropriately incentivize Executive Officers to meet Tower's goals while considering Tower's
management of business risks.
4.2.
As a rule, the total of the Variable Compensation to be given to an Executive Officer over a calendar year relative to the Fixed Compensation shall not
exceed the “Executive Ratio” which shall be 17 for the CEO and 11 for Other Executive
Officers. The Executive Ratio is calculated based on the following
assumptions: (i) maximal possible payments that may be made to Executive Officers under the Variable Compensation covered by this Policy (bonuses and
equity); (ii) any CEO
relocation related reimbursement expenses included under Fixed Compensation and assuming no relocation expenses for any Other
Executive Officer; and (iii) excluding any potential sign-on bonuses for new hires. The variable component in
regard of the equity compensation reflects
the annual amortization over the vesting period.
5.
Inter-Company Compensation Ratio
In the process of composing this Policy, the possible ramifications of the Employee Ratio on the work environment in Tower were examined in order to ensure that levels of
executive compensation, as
compared to the overall workforce, will not have a negative impact on work relations in Tower.
B. Base Salary, Benefits and Perquisites
6.
Base Salary
6.1.
The base salary varies between Executive Officers, and is individually determined according to the past performance, educational background, place of
residence, prior business experience, qualifications, specializations, situation, role,
business responsibilities and achievements of the Executive Officer and
the previous salary arrangements therewith.
6.2.
Since a competitive base salary is essential to Tower's ability to attract and retain highly skilled professionals, Tower will seek to establish and maintain
base salaries that are based on competitive market analyses. The comparative
peer group will include direct competitors, or companies that operate in
similar industries, with similar market capitalization, enterprise value, and/or revenues, active in similar geographic locations.
7.
Benefits and Perquisites
7.1.
Executive Officers will be entitled to benefits stated as such by relevant law and best practice for peer companies.
7.2.
Executive Officers may also be entitled to additional benefits, taking into consideration their rank, seniority in the territory they reside in, market and local
practice and legislation. Such additional benefits, which shall be subject
to approval of the Compensation Committee and the Board of Directors, may
include, inter alia, annual vacation, sick leave, medical insurance, allocations to pensions, long term disability, contribution to an education fund (up to the
maximum allowable by law), car expenses, contribution to managers' insurance, cellular phone and laptop computer, as well as taxes and expenses which
may be incurred in relation to such benefits being borne by the Company.
7.3.
In addition, when relevant, and subject to approval of the Compensation Committee and the Board of Directors, Executive Officers may be entitled to
relocation related expenses and benefits until termination, including housing costs,
family flights and related repatriation costs, which shall not exceed
$280,000 on an annual basis.
C. Cash Bonuses
8.
Sign-on Bonus
8.1.
For purposes of attracting high quality personnel, Tower may offer an Executive Officer a sign-on bonus as an incentive to join the Company.
8.2.
The sign-on bonus may be comprised of cash and/or equity and shall not exceed an amount equal to the Executive's Officer's annual base salary. Any equity
based compensation to be granted as part of a sign-on bonus shall be subject to the
vesting and expiration periods, as well as the other terms with respect to
equity set forth in Section 14 below.
8.3.
The sign-on cash bonus will be paid half on signing the employment contract and half will be paid on the second anniversary from the signing date, subject
to continued employment with Tower during said two year period. In the event the
employee resigns or is terminated for cause before the end of said two
(2) year period, the first half of said cash bonus may be clawed back and repaid to the Company.
9.
Annual Bonus - The Objective, Components and Threshold
9.1.
Compensation in the form of cash bonus(es) is an important element in aligning Executive Officers' compensation with Tower's objectives and business
goals in the long-term, such that both individual performance and overall company
success are rewarded.
9.2.
Tower's policy is to allow annual cash bonuses, which may be awarded to the Executive Officers upon the attainment of pre-set annual measurable
objectives and personal performance, which are set in the first quarter of the year, and
include minimum thresholds for performance, as well as individual
and/or division/department performance goals and personal development goals for Other Executive Officers.
9.3.
A pre-defined mechanism will include bonus criteria based on the following components, with the weight (in percentage terms) of each group of measures
as a portion of the annual criteria as set out below:
A = Corporate MBO Score (as defined herein) that is calculated in any year based on Tower financial/operational/strategic measures
(subject to bonus threshold
criteria), such as the criteria specified below, which score can range from 0 to 1.5. Each measure has 3 points: threshold, base and maximum.
◾
Financials metrics: 30-70%, including categories such as:
–
Revenue
–
EBITDA
–
Cash balance
–
Net profit
–
Specific annual balance sheet cap-table related metrics, focused on increasing shareholders' value, such as balance sheet ratios, refinancing,
restructurings.
◾
Business - Strategic & tactical : 15-50%, including categories such as:
–
Existing customers and revenue funnel which is the base for the following years' revenue growth
–
Business Units major strategic programs
–
Specific M&A targets
–
Annual specific major tactical customer driven activities
–
Customer support, including categories such as top customers scorecards feedback
◾
Operations : 10-40%, including categories such as:
–
Cost
–
On time delivery
–
Quality
–
Other measurable manufacturing indices
–
Safety
–
Annually specific activities (such as capacity increase)
◾
HR: 5-15%, including categories such as:
–
Employee turnover
–
Talent programs' success
–
Employees' satisfaction
B = score granted to the Executive Officer after an evaluation of his/her individual performance, considering the position of the Executive Officer and the
contribution of the
Executive Officer to the achievement of the Company's targets. The B score will result in a bonus (not subject to the bonus threshold) as
described below.
9.4.
General bonus threshold –if the Corporate MBO Score is less than the applicable score set forth in Section 10 below, no bonus will be granted for the “A”
component of the Corporate MBO Score in such year.
10. The Formula
10.1.
The annual bonus will be based on the measurable objectives of the Company as described above. Such measurable criteria will be determined for each
fiscal year as a function of the annual operating plan that is approved by the Board of
Directors before the end of the first quarter of each year, and will
include financial, operational and strategic measures, on the basis of the balance between long term and short term considerations.
10.2.
The annual bonus of the CEO will be calculated using the below formula:
CEO monthly actual base salary x [A + B] = Total Payout
For the "A" component applicable to this Section 10.2, after meeting the minimum threshold which enables a bonus, multiple sections
(financial/operational/strategic measures) will have individual weights and criteria, with the weight (in percentage terms) of each measure as a portion of
the annual criteria, such that the total "A" component of the bonus shall be set at 7.5 months, 15 months and 21 months of the CEO’s monthly base salary
for "A" scores of 0.7, 1.0 and 1.3, respectively. Between each two of the abovementioned scores, the "A" component
shall be calculated linearly based on
the Corporate MBO Score. The maximum bonus amount under the "A" component is capped at 21 months of the CEO's monthly base salary for any "A"
score of 1.3 or above.
For the "B" component, a bonus with an annual cap of 3 monthly base salaries may be granted according to the chairman of the board
of director's
recommendation in regard to an evaluation of the CEO's individual performance, and subject to Compensation Committee and Board of Directors approval.
The minimum threshold for the entitlement of the CEO to receive the bonus under the "A" component is a weighted average Corporate
MBO Score of 0.7.
The entitlement for the "B" component of the cash bonus has no minimal threshold.
10.3.
The annual bonuses of Other Executive Officers will not exceed the Executive Maximum Amount, subject to the Executive Ratio described in 4.2 above.
10.4.
The minimum threshold for the entitlement of the Other Executive Officers to receive the bonus under the "A" component is a weighted average Corporate
MBO Score of 0.65. The entitlement for the "B" component of the cash bonus has no
minimal threshold. Achievement of the individual and/or
division/department performance goals and personal development goals of the Other Executive Officers may have a minimum threshold according to the
CEO’s discretion.
10.5.
The Compensation Committee and Board intend to review, discuss and approve management recommendation for the specific Corporate MBO objectives
which recommendation shall be made in the first quarter of each fiscal year with respect to
such year, and which if met shall entitle the Executive Officers
to an annual bonus for his/her performance in such year. Notwithstanding the foregoing, the CEO shall be entitled to determine and approve the annual
measurable objectives,
individual and/or division/department performance goals and personal development goals for the Other Executive Officers, which if
met shall entitle the Other Executive Officers to an annual bonus for his/her performance in such year, in
which case the CEO shall update and report to the
Compensation Committee on such objectives and goals of the Other Executive Officers so established.
11. Special bonus for special achievements
11.1.
Executive Officers may receive a special bonus for substantial achievements on special transactions that are unexpected when determining the Company's
annual MBO plan as defined below, following recommendation and approval of the
Compensation Committee and Board. It is clarified that this special
bonus mechanism will not be awarded as a matter of routine and granted only in situations where it is warranted as described below.
Special transactions shall include M&A Transactions (defined below) with financial or strategic parties as well as transactions in which third parties enter
into binding agreements pursuant to which they undertake to invest in the
Company or its subsidiaries, new business models/joint development projects,
customer financed large technology and new technology entrance, equity or debt financing, restructure the Company's debt or which include a “take or pay”
commitment or which transaction includes a “pre-payment” basis.
11.2.
Such special bonus shall not exceed the amount of four (4) monthly salaries of each applicable Executive Officer and the entitlement for this bonus has no
minimal threshold condition.
12. Compensation Recovery ("Clawback")
12.1.
In the event that an Executive Officer was paid any compensation based on erroneous data which is later restated in the Company’s financial statements
within a period of three (3) financial years prior to the date of the correction, the
Company shall be entitled to recover from such Executive Officer any
compensation in the amount of the excess of the compensation that the Executive Officer received over what he/she should have been paid on the basis of
the restated
financial statements.
12.2.
Notwithstanding the aforesaid, the compensation recovery will not be triggered in the event of a financial restatement required due to changes in the
applicable financial reporting standards.
12.3.
The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time.
12.4.
In addition, the Company has adopted an incentive compensation claw-back policy in accordance with rules of the U.S. Securities and Exchange
Commission and Nasdaq Stock Market.
D. Equity Based Compensation
13. The Objective
13.1.
The equity based compensation for Tower's Executive Officers and Directors is designed in a manner consistent with the underlying Policy objectives in
determining the base salary and the annual cash bonus, with its main objectives being
to enhance the alignment between the Executive Officers' and
Directors’ interests with the long term interests of Tower and its shareholders, and to strengthen the retention and the motivation of Executive Officers and
Directors in the long
term. In addition, since equity based awards are to be structured to vest over several years, their incentive value to recipients is aligned
with longer-term strategic plans.
13.2.
The equity based compensation offered by Tower is intended to be in a form of stock options, restricted stock units (RSUs), performance based stock units
(PSUs) and/or other equity forms, in accordance with the Company’s equity based
compensation policies and programs in place from time to time.
13.3.
Total outstanding equity based compensation awarded by the Company at any time shall not be in excess of 10% of the Company’s share capital on a fully
diluted basis.
14. General guidelines for the grant of equity based awards
14.1.
The equity based compensation, comprised of options and/or RSUs and PSUs, shall be granted as either an annual grant and/or from time to time be
individually determined and awarded according to the performance, educational background,
prior business experience, qualifications, specializations, role,
personal responsibilities and achievements of the Executive Officer and the previous salary arrangements therewith.
14.2.
As a general policy, options for Tower's Executive Officers shall gradually vest per passage of time over a period of 3 years (or more) and the RSUs shall
have time and/or performance based vesting. There shall be no vesting before the
end of the first year from date of grant.
14.3.
The CEO may be granted equity, more than half of which shall be PSUs, annually at a value calculated based on the Equity Calculation Model which shall
not exceed ten annual base salaries. Each Other Executive Officer may be granted
equity, more than half of which shall be PSUs, annually at a value
calculated based on the Equity Calculation Model which shall not exceed five annual base salaries of such Other Executive Officer. In addition, the
Executive Officers may
be granted, on an annual basis, additional PSUs that will vest subject to and only in the event that the Company’s actual
performance exceeds the corporate annual plan and/or pre-defined performance target(s) required to be met for the
vesting of the initial PSUs awarded to
the applicable executive officer for such period, in a value that shall be pre-determined by the Compensation Committee and Board of Directors, provided
that the maximum value of any such additional
PSUs shall not exceed 100% of the value of the initial PSUs awarded to the applicable Executive Officer for
such period. The terms of any such PSUs shall be in compliance with the terms of this Policy and the applicable Company equity-based
incentive plan.
14.4.
Since the Company strives and targets growth to enhance shareholders’ value and special leadership is required for successful execution, additional
performance based equity awards at a value calculated based on the Equity Calculation
Model, which shall not exceed 6 annual base salaries may be
provided to the CEO and 4 annual base salaries may be provided to Other Executive Officers subject to the achievement of one or more long term goals,
such as special operational,
strategic, financial or business goal(s) that are challenging to attain within a five year period and are beyond the Company’s
current ongoing activities, to be predetermined by the Compensation Committee and Board of Directors. For such
awards, the Compensation Committee
will provide the rationale for the use thereof in its recommendation to the Board of Directors for approval. This additional grant shall fully vest upon
achievement of the defined long-term goal(s) or
partially vest upon the achievement of pre-defined milestones and a minimum vesting period and may be
granted only if no other such grant is outstanding. In addition, in the event of a “Change of Control” event resulting in an Executive
Officer’s “Termination
Upon Change of Control,” both terms as defined in the Executive Officer’s employment agreement or terms of employment, the performance-based equity
awards under this section for which the performance target(s) have
been met as of the date of the Executive Officer’s employment termination will be fully
accelerated. Any performance-based equity awards under this section for which the performance target(s) have not been met as of the date of
“Termination
Upon Change of Control” would terminate immediately upon such termination of employment. .
14.5.
The exercise price of options granted to the Executive Officers and Directors shall be equal to the arithmetic average closing price of Tower's shares, as
quoted on the NASDAQ market (or if Tower's shares will not be traded on NASDAQ,
the Tel-Aviv Stock Exchange or any principal national securities
exchange upon which Tower's shares are listed or traded) for the 30 trading days prior to the date of grant.
14.6.
The expiration of options granted to the Executive Officers shall be seven (7) years from date of grant. There shall be accelerated vesting of all
equity awards granted to Executive Officers and Directors (including outstanding, current
and future equity grants, including performance based stock unit
grants), in the event of their death, allowing the exercise of such vested equity, as applicable, in accordance with the terms of the applicable equity plan
governing it.
14.7.
Equity may be granted under the existing Employee Share Incentive Plans of the Company and/or any new plans governing equity based awards upon such
plans becoming effective.
14.8.
Shareholding guidelines – In order to further align the interests of our Executive Officers, Directors and our shareholders, the Company has adopted the
following stock ownership guidelines:
14.8.1.
The CEO will be required to own a minimum value that equals at least 3 times of the CEO’s annual base salary in ordinary shares of the Company. The
CEO has 5 years from the date the board approved this guideline to accumulate said
minimum, and during said period, the CEO must retain at least 20% of
the vested time-based RSUs that may be granted from the date this guideline was approved, until the guideline is met.
14.8.2.
The Other Executive Officers will be required to own a minimum value that equals at least 50% of his/her respective annual base salary in ordinary shares
of the Company. Each Other Executive Officer has 5 years from the date the board
approved this guideline to accumulate said minimum, and during said
period, the Other Executive Officer must retain at least 20% of the vested time-based RSUs that may be granted from the date this guideline is approved,
until the guideline
is met.
14.8.3.
The Directors will be required to own a minimum value that equals at least 50% of the Annual Fee (as defined below) in ordinary shares of the Company.
The Chair of the Board will be required to own a minimum value in ordinary shares of
the Company that equals at least 50% of the annual cash
compensation paid to him/her. Each Director has 5 years from the date the board approved this guideline to accumulate said minimum, and during said
period, the Director must retain at
least 20% of the vested time-based RSUs that may be granted from the date this guideline is approved, until the guideline
is met.
E. Retirement, Termination and Other Arrangements
15. Advance notice
Tower shall provide an Executive Officer a prior notice of termination of up to six (6) months but not less than three (3) months (unless termination is for cause), during
which the Executive
Officer shall be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity based compensation. Executive Officers
shall provide Tower a prior notice of resignation of at least three (3) months. During this
advance notice period, at Tower's discretion, the Executive Officer may be requested
to remain on Tower's payroll and provide services to Tower. During this period, the Executive Officer shall be paid his/her base salary and benefits and may be
entitled to a
partial or full annual bonus, based on the actual period of service or employment of the Executive Officer within this period, and based on Tower's performance during the
period, the contribution of the Executive Officer to achieving
Tower's targets and its profits and the circumstances of the termination.
16. Severance Pay
16.1.
Upon resignation, Executive Officers who are Israeli employees shall receive severance pay according to article 14 of the Israeli Severance Pay Law 5723-
1963. All other employees shall receive severance pay according to their local labor
laws.
16.2.
Upon dismissal, Executive Officers who are Israeli employees may receive severance pay equal to his/her last monthly base salary multiplied by the
number of years employed by Tower. All other employees shall receive severance pay
according to their local labor laws. The total amount paid to the
Executive Officers shall not exceed an amount of twenty-four (24) monthly base salaries, subject however to any amounts which would have to be paid to
Executive Officers in
accordance with the local labor law.
17. Change of Control
In connection with a corporate transaction involving a “Change of Control” and subject to the “Termination Upon Change of Control” (both terms as defined in the
employment agreement of the relevant
Executive Officer), the CEO may be entitled to an amount equal up to one (1) annual base salary and acceleration of all unvested
equity and the Other Executive Officers may be entitled to an amount equal up to nine (9) months' base salary and
acceleration of all unvested equity.
Tower may amend the employment agreements of its CEO and Executive Officers to include Change of Control Provisions in line with this Section 17, subject to the receipt
of the corporate approvals
as required by applicable law.
18. Retirement and Termination Benefits
The CEO shall be paid a termination grant upon termination of his/her employment with Tower, provided that he/she is employed with Tower full time for at least 3 years.
Such termination grant
shall be in an amount up to a lump sum of twelve (12) monthly base salaries without benefits. The amount granted shall take into consideration the
period of employment with Tower, his/her service and employment conditions in the course of said
period, Tower's performance during the period, the contribution of the
CEO to the achievement of Tower's targets and its profits and the circumstances surrounding the termination of employment.
All additional retirement and termination benefits granted in this section hereunder shall be based on the actual period of service or employment of the Executive Officer
within this period, and
based on Tower's performance during the period, the contribution of the Executive Officer to achieving Tower's targets and its profits and the
circumstances of the termination.
For avoidance of doubt, any payments excluding those required by law and equity awards under this section E shall not exceed a cap of 24 months’ salary.
F. Exculpation, Indemnification and Insurance
19. Exculpation
Tower shall exempt its Directors and Executive Officers from the duty of care to the maximum extent permitted by law.
20. Indemnification
Tower shall indemnify its Directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the
Executive Officer, as provided
in the Exemption and Indemnification Agreement between such individuals and Tower, all subject to applicable law.
21. Insurance
Tower shall provide "Directors and Officers Liability Insurance" (the "D&O Insurance") for its Directors and
Executive Officers to the maximum extent permitted by
applicable law.
The Company shall be entitled to procure and enter into D&O Insurance (including for specific events and activities, such as public offerings insurance, and including run-off
insurance), which
may apply to all Directors and Executive Officers of the Company and directors and officers of its subsidiaries, who shall serve from time to time
(including, for the avoidance of doubt, Directors and/or Executive Officers who are controlling
shareholders and/or serve as directors or officers of a controlling shareholder
and/or a controlling shareholder has a personal interest with respect to such directors or officers), whether by the acquisition of a new D&O Insurance or the
extension,
renewal or replacement of any D&O Insurance, whether for one insurance period or a number of insurance periods, and the D&O Insurance coverage shall be determined
from time to time, among other things, according to the scope and
area(s) of the Company’s activities and the risk involved in being a public company.
Notwithstanding the foregoing, subject to applicable law, the acquisition, extension, renewal or replacement of D&O Insurance may be approved solely by the Compensation
Committee (and the
approval of the Board of Directors and shareholders shall not be required), provided that the maximum aggregate limit of liability pursuant to the D&O
Insurance shall be not more than US$130 million per claim and in the aggregate for each
D&O Insurance period and, in addition, not more than US$35 million only for the
benefit of the Company's Directors and Executive Officers in situations where coverage under the D&O Insurance has been exhausted or is otherwise insufficient
or
unavailable (Side “A” coverage) per claim and in the aggregate for each D&O Insurance period, and provided that all other requirements required by applicable law have
been met.
G. Board of Directors Compensation
22. Remuneration
The members of Tower's board may be entitled to remuneration and refund of expenses as follows:
•
An annual fee to be capped at up to $75,000 (the “Annual Fee”).
•
Committee fees in addition to the Annual Fee up to a cap of $10,000 annually to each committee member.
•
Each committee chairperson shall be entitled to an additional fee up to a cap of $10,000 annually.
•
Notwithstanding the above, the Board shall have the right to compensate Directors for special activities that are performed under special circumstances in the amount of
up to $2,000 per meeting.
•
To the extent that the Board shall appoint an observer to any Board committee, each such observer shall be entitled to an annual fee of up $6,000.
•
Reasonable travel expenses in accordance with the Company's travel reimbursement policy for directors.
In addition, the members of Tower's Board may be granted equity based compensation annually at a value as calculated based on the Equity Calculation Model which shall
vest over a period of up to 3
years, and shall not exceed, with respect to each Director, $200,000, subject to applicable law and regulations. The exercise price of options and
expiration of equity awards shall be as set forth in Section 14 above.
In connection with a corporate transaction involving a Change of Control, the Chairman of the board and directors may be entitled to acceleration of all unvested equity.
The Chairman of the board may be entitled to cash and/or equity based remuneration which in the aggregate that shall not exceed $600,000 on an annual basis together with
reimbursement of expenses
in accordance with Tower's policy, as approved by the Compensation Committee and Board of Directors.
Definitions:
The following terms in this Policy have the meaning as set forth below:
"Companies Law" means the Israeli Companies Law 5759-1999.
“Corporate MBO Score” means the weighted average of all of the measures described in the A component in the annual bonus formula.
“Directors” means members of the board of directors of Tower serving in such capacity from time to time.
“Employee Ratio” means the ratio between the cost of the overall compensation of the Executive Officers and the salary cost (as defined in the Companies Law) of the other
employees of Tower, and
specifically the average and median total salary cost (as defined in the Companies Law) of the other employees of Tower (for purposes of this
definition, “other Employees of Tower” includes employee-contractors and agency contractors, as such term
is defined in the Companies Law, if any).
“Equity Calculation Model” means the fair market value of the equity based compensation for the Executive Officers and Directors which will be determined at the time of
grant according to the Black
and Scholes model, binomial model or any other best practice or commonly accepted equity based compensation valuation model as calculated
in the actual award, when such award is approved by the Compensation Committee and Board of Directors.
“Executive Officers” means "Office Holders" as such term is defined in the Companies Law, excluding, unless otherwise expressly indicated herein, Tower's Directors.
“Executive Maximum Amount” means 0.12% of the authorized share capital NIS par value as of the date hereof.
“Fixed Compensation” means the base salary and any other payment in respect of the holding of an office or employment that does not depend on variables that are
unknown at the time
the payment is determined, such as social benefits and perquisites, payments in respect of a provident fund, pension, severance pay, annual vacation,
continuing education fund, loss-of-work-capacity insurance, National Insurance
contributions (the employer’s contribution), relocation expenses, convalescence pay,
car expenses, cell phones, Internet services, vacation, holiday gift, as well as grossing up in respect of a car and in respect of cell phones.
“M&A Transaction” means a sale or acquisition of all or substantially all of the assets of a company or business unit of a company, or of all or substantially all of such
company’s issued and
outstanding share capital, or a consolidation, merger or reorganization of the Company or target company which achieves the same result.
"MBO" – Management By Objective plan as described in Section 9.3 above.
“Other Executive Officers” means all "Office Holders" as such term is defined in the Companies Law, excluding (i) Tower's Directors serving on the Board of Directors and
(ii) the CEO.
“Variable Compensation” means any payment (in whole or a portion thereof) in respect of the holding of an office or employment that is not part of the Fixed
Compensation, and
that depends on variables that are unknown at the time the decision to award such payment is determined, such as an annual bonus or the equity based
grants, a portion of which thereof is contingent upon future financial results or
corporate or individual performance.
*************************
This Policy is designed solely for the benefit of Tower and none of the provisions thereof are intended to provide any rights or remedies to any of the Executive Officers to
whom this Policy
applies and/or other employees of the Company, and/or to any third party, and no Executive Officer or employee may make any claim and/or demand
against the Company, or any subsidiary, based on the guidelines set forth herein. Furthermore, nothing
in this Policy shall prevent the Compensation Committee, the Board
of Directors and/or the shareholders of the Company, as applicable, from adopting a resolution regarding compensation of Executive Officers and/or any other employees that
is not in
accordance with this Policy provided such resolution is approved by the required corporate bodies as set forth in the Companies Law.
Notwithstanding anything which is stated elsewhere in this Policy, the board of directors shall have the discretion to unilaterally reduce an Executive Officer's variable
compensation.
This Policy was not formulated so as to prejudice any existing compensation arrangements of Executive Officers at the Company, and existing arrangements with Executive
Officers are not subject to
any further approvals under this Policy, unless such existing arrangements are subject to further approvals as may be required under applicable
law. All compensation arrangements of Executive Officers are required to be approved in the manner
prescribed by applicable law. Executives Officers, including external
Directors or independent Directors, may waive their entitlement to their compensation, subject to applicable law.
Exhibit 8.1
SUBSIDIARIES
The following is a list of our significant subsidiaries, including the name, country/jurisdiction of incorporation and the proportion of our ownership interest.
Subsidiary
Jurisdiction
Ownership
Tower US Holdings Inc.
Delaware
100% directly
Tower Semiconductor NPB Holdings Inc.
Delaware
100% indirectly through Tower US Holdings Inc.
Tower Semiconductor Newport Beach, Inc.
Delaware
100% indirectly through Tower Semiconductor NPB Holdings Inc.
Newport Fab LLC
Delaware
100% indirectly through Tower Semiconductor Newport Beach Inc.
Tower Semiconductor San Antonio Inc.
Delaware
100% indirectly through Tower US Holdings Inc.
Tower Partners Semiconductor Co., Ltd.
Japan
51% directly
Tower Semiconductor Italy S.r.l.
Italy
100% directly
Exhibit 11.1
Global Insider Trading Policy and Guidelines with Respect to Transactions in Company’s
Securities
Doc. Name:
GLOBAL ITCS
Rev. Num:
3.0
Site:
Global – All Sites
Title: Global Insider Trading Policy and Guidelines with Respect to
Transactions in Company’s Securities
Corporate spec. Internal use only.
1
Purpose and Scope
1.1
Purpose
To comply with U.S. and Israeli securities laws with respect to (i) trading in the Company’s securities while in possession of Inside Information (as defined in Section
4);
and (ii) tipping or disclosing Inside Information. For purposes of this Policy, the Company shall mean Tower Semiconductor Ltd. (“Tower”) and its subsidiaries.
1.2
Scope
1.2.1
Employees, Board of Directors, Key Persons and Insiders
This Policy applies to all employees of the Company, all members of the Company’s Board of Directors, Key Persons and Insiders (each as defined in Appendix 1)
and any other
person who receives or has access to Inside Information due to his/her position and/or connection with the Company (each such person subject to the
Policy is referred to as a “Covered Person”) and Associates
(as defined below) of a Covered Person.
1.2.2
Company’s Securities
This Policy applies to any and all transactions in the Company’s equity-based and debt-based securities, including but not limited to ordinary shares and securities
exercisable for, or convertible into, the Company’s securities, as well as any Derivative Securities (as defined below) and securities of other companies as set forth
herein.
1.2.3
Personal Liability
This Policy is not intended to replace one’s responsibility to understand and comply with the legal prohibitions on insider trading. Those in violation of insider trading
laws
may be subject to personal liability and/or criminal penalties.
Page 1 of 14
2
Table of Contents
1
Purpose and Scope
1
2
Table of Contents
2
3
Referenced Documents
2
4
Definitions
3
5
Additional Persons Subject to This Policy
4
6
Prohibited Activities
4
7
Material Information
7
8
Pre-Clearance of Transactions
8
9
Certain Transactions or Events
8
10
Compliance Officer Duties Include:
10
11
Individual Responsibility
10
12
Potential Civil, Criminal and Disciplinary Sanctions
11
13
Reporting On Violations
12
14
Miscellaneous
12
15
Appendix 1: Key Persons and Insiders
13
16
Appendix 2: Key Person’s Confirmation
14
17
Appendix 3: Compliance Committee
14
2.1
Index of Tables
Table 3‑1:
Referenced Documents
Table 4‑1:
Abbreviations and Terms Descriptions
2.2
Index of Figures
N/A
3
Referenced Documents
Table 3‑1: Referenced Documents
Document Title
Document Name
Manufacturing Safety Procedures
SOP 09008
Environmental Quality Master Specification (QMS)
Page 2 of 14
4
Definitions
Table 4‑1: Abbreviations and Terms Descriptions
Abbreviations/Terms
Description
Compliance Officer
The person responsible for the implementation of the Policy is the Tower Vice-CFO. Her replacement
is the Tower Chief Legal Officer and Corporate Secretary (see Appendix 3)
Compliance Committee
The names of the Committee members are set forth in Appendix 3.
Derivative Securities
Any instrument that derives its value from the price of the Company’s securities, including but not
limited to, puts, calls, warrants, options and convertible securities whether or not
issued by the
Company.
Family Member
A child, stepchild, grandchild, parent, stepparent, grandparent, spouse (or comparable co-habitation
relationship), sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-
in law, in each case including adoptive relationships.
Inside Information
Inside Information is Material Information that has not been disclosed, and is not available, to the
general public. Inside Information will be deemed to be public one full Nasdaq trading
day after such
information’s public announcement.
Material Information
Material Information is information that a reasonable investor would consider important in making a
decision to buy, hold or sell securities. See Section 7 for further elaboration of the
definition of Material
Information.
Ordinary Black-Out Periods
The period commencing on the 15th day of the third month of every financial quarter, and concluding
at the end of one full Nasdaq trading day after public announcement of the quarterly
(or, in the case of
the fourth quarter, annual) financial results of Tower, with respect to any trading in the Company's
securities.
Special Black-Out Periods
Any special prohibition period as determined from time to time by the Compliance Officer. No person
shall disclose to any third party that such Special Black-Out Period has been
determined.
10b5-1 Plan
Any written contract, plan or instructions entered into when the Covered Person was not in possession
of Inside Information nor during an Ordinary Black-Out Period or Special Black-Out
Period, that
complies with and is operated in accordance with Rule 10b5-1 under the Securities Exchange Act of
1934, as amended, to engage in transactions involving the Company’s securities.
Page 3 of 14
5
Additional Persons Subject to This Policy
Each of the policies and procedures under this Policy that is binding on a Covered Person also applies to the “Associates” of such Covered Person, which consist of:
•
any Family Member or other person who resides in the household of a Covered Person;
•
any Family Member who does not live in the household of a Covered Person but whose transactions in the Company’s securities or Derivative Securities are
directed by or
subject to the influence or control of a Covered Person (such as parents or children who consult with a Covered Person before they trade in the
securities); and
•
any entities that a Covered Person controls, and transactions by such entities should be treated for the purposes of this Policy as if they were for the account of the
Covered Person, unless the entity engages in the investment of securities in the ordinary course of its business (e.g., an investment fund or partnership) and
confirms to the reasonable satisfaction of the Compliance Officer that it has
established its own policies and procedures for compliance with insider trading
restrictions under applicable securities laws.
For the avoidance of doubt, it is hereby clarified that all prohibitions, policies and procedures detailed in this Policy apply not only to Covered Persons, but also to all
Associates of Covered Persons. Any reference to a “Covered Person(s)” in this Policy shall be deemed to include such Covered Person's Associates. Situations may
exist where a Covered Person has record ownership of or a beneficial interest in
securities, but has no responsibility for investment decisions, such as, for example,
where the investment decisions have been delegated to an investment adviser. In such cases, this Policy is not intended to proscribe dealings in securities so
long as the
Covered Person has neither discussed the merits of the investment with, nor provided inside information to, the person or persons having the decision-making
investment responsibility. Similarly, this Policy does not proscribe the
purchase, sale or holding of an interest in a publicly traded mutual fund, even if the fund holds
or trades in the Company’s securities or Derivative Securities.
6
Prohibited Activities
6.1
Engagement in Transactions While in Possession of Inside Information
No Covered Person shall (i) engage in transactions in the Company’s securities or Derivative Securities while in possession of Inside Information concerning the
Company, or
(ii) engage in transactions in the securities or Derivative Securities of another company while in possession of Inside Information concerning such other
company, which was obtained in the course of his or her employment, engagement or other
relationship with the Company (such as securities of any company with
which the Company may be entering into or negotiating major transactions). These restrictions remain in effect until the Inside Information is fully disclosed to the
public or
until the Inside Information, although not disclosed, ceases to be Material Information.
Page 4 of 14
6.2
Engagement in Transactions During Prohibited Periods
Insiders shall not engage in transactions in the Company’s securities or Derivative Securities during Ordinary Black-Out Periods or Special Black-Out Periods, as
defined in
Section 4 above, regardless of whether they actually possess Inside Information, unless such transactions fall under one of the exceptions set forth in
Section 9.
It is important to keep in mind that, even if an Ordinary Black-Out Period or Special Black-Out Period is not in effect, the prohibition on trading when in
possession of Inside Information continues to apply at all times.
6.3
Compliance with Pre-Clearance Process
Key Persons shall not engage in any transactions in the Company’s securities or Derivative Securities even during the periods that are not Ordinary Black-Out Periods
or
Special Black-Out Periods, without first complying with the pre-clearance process as described in Section 8.
6.4
Pre-clearance for Compliance Officer
The Compliance Officer shall not engage in any transactions in the Company’s securities or Derivative Securities without first obtaining the pre-clearance of another
member of
the Compliance Committee in accordance with the procedure described in Section 8.3 below.
6.5
Disclosure of Inside Information
Covered Persons shall not disclose, convey, hint at or reveal any Inside Information concerning the Company or any other company referred to in Section 6.1 above to
any third
party (including, but not limited to, employees of the Company whose jobs do not require them to have the Inside Information, Family Members, strategic
partners, the counterparty in any business negotiations, analysts, private investors and members
of the investment community and the media), unless disclosed for a
legitimate business purpose of the Company, such as a potential transaction, on a need to know basis to a recipient who is bound by the terms of this Policy and/or the
terms of a
non-disclosure agreement with the Company with respect to the Inside Information.
Page 5 of 14
6.6
Trading Advice
Covered Persons shall not give any trading advice of any kind (including advice to trade or to refrain from trading) with respect to the Company’s securities or
Derivative
Securities on the basis of Inside Information to any person (even if the Inside Information that provides the basis for the advice is not disclosed to such
person), except for advice not to engage in transactions insofar as such transactions
constitute a violation of law or this Policy. The same shall apply with respect to
securities or Derivative Securities of any other company referred to in Section 6.1 above, on the basis of Inside Information concerning that company.
6.7
Trading Instructions; Modification of Orders; Cancellation
If not qualified as a 10b5-1 Plan as described in Section 9.1.2 below, a trading instruction may be submitted, cancelled or modified by a Covered Person when not in
an
Ordinary or Special Black-Out Period if the Covered Person is not in possession of Inside Information. If a Key Person, such instruction may be given subject to
signing the confirmation form in Appendix 2 attached and obtaining pre-clearance as
required by Section 8.
Such trading instructions may allow for same-day execution or execution on a later date (i.e., a standing or limit order); provided that such instruction should allow for
execution only until the next Ordinary or Special Black-Out Period.
6.8
Prohibition on Speculative Trading and Market Manipulation
No Covered Person may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to the
Company’s securities or Derivative Securities at any time.
Furthermore, Covered Persons may not engage in market manipulation, i.e., actions or transactions which create or maintain an artificial price for the Company’s
securities or
Derivative Securities, including, without limitation, wash trade transactions (i.e., the simultaneously sale and purchase of the same securities by the same
investor); coordinated transactions (i.e., the acquisition and sale of the same security by
two or more investors coordinated in advance among them); and stabilization
transactions (i.e., the acquisition and sale of securities by an interested party in connection with a significant distribution of such securities (e.g., a public offering
of
the Company’s securities) exclusively for supporting the market of those securities).
6.9
Prohibition on Margin Accounts and Pledges
Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of Inside Information or otherwise is not permitted to trade in Company
securities,
Covered Persons may not hold Company securities in a margin account or otherwise pledge Company securities as collateral for a loan.
6.10
Gift of Securities
Gifts of securities may include gifts to trusts for estate planning purposes, as well as donations to a charitable organization. All gifts of Company securities are
transactions subject to this Policy (including pre-clearance requirements under Section 8, if applicable) and may not be made while the person making the gift is aware
of Inside Information.
Page 6 of 14
7
Material Information
Information about a company is material insofar as it may bring about a significant change in the investment decisions or voting decisions of a reasonable shareholder
or
investor, or if disclosure of the information may significantly change the general information about a company in the public domain. Information which is likely to
significantly change the price of a company's securities (or any Derivative
Securities), whether positive or negative, or which is likely to prevent a price change as
aforesaid, should be considered material. Whether particular information is “material” is dependent on analysis of facts and circumstances. Notwithstanding
the fact
that it is not possible to define all the classes of information which would be considered material, information related to the following is often deemed material:
⬥
financial results, in particular quarterly and annual results, and significant changes in a company's financial results or material changes to previously filed financial
statements;
⬥
a company's forecasts (especially earnings estimates) and strategic plans;
⬥
contracts, orders, suppliers, customers, important new financial sources or an acquisition, loss or cancellation of one of the foregoing, if material;
⬥
significant changes, developments or delays in technological processes and in important projects of a company;
⬥
significant cybersecurity incidents;
⬥
significant changes or developments in manufacturing, including yield problems, equipment that does not work properly or defects in a product that have
significant financial impact;
⬥
significant price changes;
⬥
significant transactions, such as pending or potential acquisitions or mergers or a sale of a substantial portion of the Company's assets;
⬥
corporate restructurings, stock splits, stock dividends, public or private offerings of equity or debt securities, or significant changes in policy or dividend amounts
of a company;
⬥
certain changes in senior management, such as the chief executive officer;
⬥
filing of a material claim, the threat of a material claim or the conclusion of a material claim;
⬥
notification that the Company can no longer rely on an auditor’s report; and
⬥
impending bankruptcy or inability of the Company to continue as a going concern.
Any Covered Person who has questions as to the materiality of any nonpublic information is advised to contact the Company’s Chief Legal Officer for guidance.
When in doubt as
to the materiality of any nonpublic information, Covered Persons should refrain from trading.
Page 7 of 14
8
Pre-Clearance of Transactions
Key Persons are required to adhere to the following additional procedures when trading in Company securities and Derivative Securities, setting up a 10b5-1 Plan or
Israeli
Safe Harbor (as defined below):
1.
Key Persons must obtain the following pre-clearance prior to submitting a transaction order for trading in the Company’s securities or Derivative Securities:
a.
he/she must provide the Compliance Officer with a written confirmation that he/she is not in possession of Inside Information, no earlier than one full Nasdaq
trading day prior to giving the instruction to engage in the proposed
transaction; and
b.
the Compliance Officer must provide written approval of receiving the Key Person written confirmation.
2.
The Compliance Officer's approval shall not exempt the Key Person from liability in the context of this Policy and any applicable law.
3.
The Compliance Officer will consult as such officer deems necessary with members of the Compliance Committee before clearing any proposed trade hereunder
and otherwise to ensure proper implementation and compliance with this Policy.
4.
The Key Person’s confirmation required above shall be given on the form provided in Appendix 2 or as otherwise requested by the Company’s Stock
Administrator.
5.
Clearance of a transaction must be re-requested if the transaction order is not placed within 48 hours of obtaining pre-clearance.
6.
If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.
9
Certain Transactions or Events
9.1
Exempt Transactions
The following transactions described in Sections 9.1.1, 9.1.2 and 9.1.3 are exempt from, or exceptions to, the provisions of Sections 6.1, 6.2, 6.3, 6.4 and 8 of this
Policy.
9.1.1
Exercises of Stock Options or Share Transactions with the Company
Exercises of stock options and payment of the exercise price to the Stock Administrator/employee options trustee, in each case in a manner permitted by the applicable
security, or other share transactions with the Company such as purchases of shares from the Company are not subject to the restrictions of this Policy; however, trading
in the securities so acquired shall be subject to this Policy
(including pre-clearance requirements under Section 8, if applicable), including any sale of shares as part of
a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the
exercise price of an option or
payment of shares to any third party for tax withholding purposes.
9.1.2
Rule 10b5-1 Under the Securities Exchange Act of 1934
Transactions made pursuant to a 10b5-1 Plan. At the time of adoption of a 10b5-1 Plan, the Covered Person shall have fully complied with this Policy, including
Sections 6.1,
6.2, 6.3, 6.4 and 8 hereof, as applicable. Individual transactions made pursuant to a 10b5-1 Plan shall not be subject to the restrictions of this Policy.
Page 8 of 14
To benefit from the “safe harbor” provided under the US securities laws by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, a Covered Person
must submit a
proposed 10b5‑1 Plan (or any proposed amendment to an existing 10b5-1 Plan) to a company managing the Company’s securities, bank or broker at
least five business days prior to the planned entry into the 10b5-1 Plan, while the Covered Person is not
aware of Inside Information and no Ordinary Black-Out Period
or Special Black-Out Period is in effect. In such circumstances, such company, bank or broker will execute transactions in the Company’s securities on behalf of the
Covered Person
pursuant to the terms of such 10b5-1 Plan at such time(s) as specified in the 10b5-1 Plan including during Ordinary Black-Out Periods or Special
Black-Out Periods and whether or not the Covered Person comes into possession of Inside Information.
The Covered Person may not modify the 10b5-1 Plan during
an Ordinary Black-Out Period or Special Black-Out Period or while in possession of Inside Information. The Covered Person may cancel a 10b5‑1 Plan at any time. If
the Covered Person cancels
a 10b5-1 Plan during an Ordinary Black-Out Period or Special Black-Out Period, the Covered Person may not adopt a new 10b5-1 Plan
until the end of the three-month period following such cancellation. However, during such three-month period, the
Insider may engage in same day securities
transactions if he/she has fully complied with this Policy, including Sections 6.1, 6.2, 6.3 and 8 thereof and is not in possession of any Inside Information. .
9.1.3
Safe Harbor Plan For Securities Traded Only in Israel
Transactions in Company securities that are traded only on the Tel Aviv Stock Exchange Ltd., made pursuant to a “safe harbor” plan adopted in accordance with the
Israel
Securities Authority's SLB 101-18 (safe harbor with respect to the use of Inside Information in transactions in securities of a corporation by key officers and
employees) (an “Israeli Safe Harbor Plan”); provided, that the Covered Person has fully
complied with this Policy, including Sections 6.1, 6.2, 6.3, 6.4 and 8 thereof,
as applicable, at the time of adoption of such Plan.
9.2
Departing Employees
The restrictions imposed by the Policy will continue to apply to a Covered Person and his or her Associates after the termination of his or her employment with or
engagement
by the Company for a period of 60-days after his/her departure (and if applicable, such additional period of time if such Covered Person is aware of Inside
Information until that Inside Information has become public or is no longer Material
Information).
In the event any Insider departs from the Company and during the 60-day period after his/her departure he/she is subject to an Ordinary Black-Out Period, and as a
result
thereof any securities which were granted to him/her by the Company shall expire during such Ordinary Black-Out Period, the Compliance Officer may permit
the Insider to engage in a transaction in such securities, but only during the last seven days
prior to the expiry of such securities. Such permission is subject to the
Insider providing the Company with confirmation, using the form provided in Appendix 2, that he/she is not in possession of any Inside Information.
In the event of departure due to an Insider’s death, his/her Associates shall no longer be considered Covered Persons; however, the prohibition on trading in the
Company’s
securities when in possession of Inside Information continues to apply.
Page 9 of 14
9.3
Exception for Public Securities Offerings
The provisions of Section 6.2 shall not apply to any transaction if at the time of such transaction the Company is engaged in the offer and/or sale of its securities
pursuant
to an effective registration statement or prospectus filed by the Company with the SEC and/or the Israel Securities Authority. In the case of a shelf
registration or similar offer to be made from time to time, the Company shall be deemed to be
engaged in the offer or sale of its securities for the seven days following
the effective date of such registration statement or prospectus and for any period when such offers or sales have actually been made pursuant thereto.
9.4
Treatment of Securities that are Unvested on Instruction Date
Instructions provided in accordance with this Policy with regard to securities that have not vested as of the date of the instructions shall be executed by such company,
bank or broker only on or
after the relevant vesting date. When the Covered Person is no longer employed or engaged by the Company, all unvested equity is
immediately cancelled and all instructions related to said equity shall be deemed cancelled.
10
Compliance Officer Duties Include:
10.1
Pre-Clearing all Securities Transactions
Pre-clearing all securities transactions under Section 18. Said approval by the Compliance Officer does not approve any proposed transaction, but rather approves
receipt of
the Key Person’s or Associate’s written confirmation. The Compliance Officer, Compliance Committee and the Company shall not bear any liability for any
damage or loss incurred by any Key Person or Associate thereof as a result of the approval or
non-approval to engage in a transaction in the Company’s securities.
10.2
Periodic Designation
Designating from time to time (i) Special Black-Out Periods, and (ii) the names of restricted persons that should be included in the Key Person or Insider definitions or
otherwise subject to Special Black‑Out Periods.
10.3
Policy Circulation
Circulating this Policy or providing the key terms of this Policy to all employees and directors.
11
Individual Responsibility
Every officer, director, employee, shareholder, consultant and contractor has the individual responsibility to comply with applicable rules and regulations on insider
trading.
Page 10 of 14
12
Potential Civil, Criminal and Disciplinary Sanctions
12.1
Liability for Engaging in Transactions
Pursuant to applicable federal and/or state securities laws, any Covered Person may be subject to criminal and civil fines, penalties and/or imprisonment for engaging
in
transactions in securities covered by this Policy at a time when he/she has Inside Information. Restrictions on serving as a director or officer of a public company
may also be imposed and other administrative actions may be taken.
12.2
Liability for Recommendations or Expressed Opinions
Covered Persons may also be liable for improper transactions by any person to whom they have disclosed Inside Information or to whom they have made
recommendations or
expressed opinions on the basis of such information as to trading in securities covered by this Policy, regardless of whether such person profited
from said trading.
12.3
Possible Disciplinary Actions
In addition to the above, employees and directors of the Company who violate this Policy may be subject to disciplinary action, including ineligibility for future
participation in the Company’s equity incentive plans or termination of employment/board membership, as applicable.
Page 11 of 14
13
Reporting On Violations
Any person who violates this Policy or knows of any such violation by any other person must report the violation immediately to the Compliance Officer, who shall
promptly take
such action as the Compliance Officer shall deem appropriate under the circumstances, which may include recommending that the Company report the
violation to the SEC, TASE or any other appropriate governmental authority.
14
Miscellaneous
The Company will strictly enforce the prohibitions against insider trading and the additional restrictions and procedures set forth in this Policy. In case of any specific
questions about any of the provisions of this Policy, please contact Tower’s Compliance Officer or Tower’s Legal Department. Any Covered Person or their Associate
who is uncertain regarding the applicability of this Policy is urged to contact the
Compliance Officer prior to executing any sale or purchase transaction involving the
Company’s securities or Derivative Securities to determine if he or she may properly proceed.
Page 12 of 14
15
Appendix 1: Key Persons and Insiders
Key Persons
All members of the Company's Boards of Directors
Chief Executive Officer, and Site Managers
Direct reports of CEO
All Vice Presidents of the Company
Insiders
All Key Persons
All Site Managers’ direct subordinates
All the members of the following Company worldwide teams:
Finance department in all sites
Business Units managers
Sales
Customer Solutions (Account Managers and COM)
Corporate Planning
Netanya Design Center managers
In-house Legal Counsel
IR / PR department
The Corporate Applications group in the Company IT department
Corporate Compliance Officer
Corporate Internal Auditor
The secretaries of the CEO, SVP, Site Managers and Site Managers’ direct subordinates
NOTE:
“Key Persons” and “Insiders” also include their Associates.
Page 13 of 14
16
Appendix 2: Key Person’s Confirmation
Confirmation
I,_____________, confirm that I am NOT in possession of Inside Information (as defined in the Tower Semiconductor Ltd. Global Insider Trading Policy and
Guidelines With Respect to Transactions in Company’s Securities (the
“Policy”)). I understand that engaging in securities transactions when I am in possession of
Inside Information or in breach of the trade restrictions of the Policy, will subject me to possible civil and/or criminal sanctions as well as
disciplinary measures by
the Company, including dismissal for cause.
The foregoing instructions may not be submitted or changed during Ordinary and Special Black-Out Periods (as defined in the Policy).
Name and Position Signature
Date
17
Appendix 3: Compliance Committee
Members of the Compliance Committee:
Vice-CFO
Senior VP Chief Legal Officer and Corporate Secretary
VP HR
Director, Corporate Counsel
Page 14 of 14
Exhibit 12.1
CERTIFICATION
I, Russell C. Ellwanger, certify that:
1. I have reviewed this annual report on Form 20-F of Tower Semiconductor Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report
that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s
auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely
affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over
financial reporting.
April 30, 2025
/s/ Russell C. Ellwanger
Russell C. Ellwanger
Chief Executive Officer
Tower Semiconductor Ltd.
Exhibit 12.2
CERTIFICATION
I, Oren Shirazi, certify that:
1. I have reviewed this annual report on Form 20-F of Tower Semiconductor Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report
that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s
auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely
affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over
financial reporting.
April 30, 2025
/s/ Oren Shirazi
Oren Shirazi
Chief Financial Officer
Tower Semiconductor Ltd.
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 USC SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Tower Semiconductor Ltd. (the “Registrant”) on Form 20-F for the year ended
December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Russell C. Ellwanger, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Russell C. Ellwanger
Russell C. Ellwanger
Chief Executive Officer
April 30, 2025
A signed original of this written statement required by Section 906 has been provided to the Registrant and will be
retained by the Registrant and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 USC SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Tower Semiconductor Ltd. (the “Registrant”) on Form 20-F for the year ended
December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Oren Shirazi, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Oren Shirazi
Oren Shirazi
Chief Financial Officer
April 30, 2025
A signed original of this written statement required by Section 906 has been provided to the Registrant and will be
retained by the Registrant and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-204173 and 333-277536 on Form S-8 of our report dated February 27, 2025, relating to the
consolidated financial
statements of Tower Semiconductor Ltd. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing
in this annual report on Form 20-F for the year ended December 31, 2024.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
April 30, 2025